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Skyworks Solutions, Inc. filed Amendment No. 1 to its annual report to add Part III information on directors, governance, and executive compensation for fiscal 2025. The filing describes a CEO transition from Liam Griffin to Philip Brace in February 2025 and multiple CFO changes, culminating in Philip Carter’s appointment in September 2025.
For fiscal 2025, named executives’ pay combined base salary, cash bonuses and large stock-based awards, including performance share awards tied to emerging revenue growth, EBITDA margin versus peers, and relative total shareholder return (TSR). Company revenue of $4,087 million and non-GAAP operating income of $995 million produced bonus payouts at 129% of target.
The Board reports strong say‑on‑pay support, extensive shareholder outreach, formal stock ownership guidelines, clawback policies, and strict insider‑trading and hedging prohibitions. As of March 28, 2025, the market value of non‑affiliate common stock was about $9.8 billion, with 149,935,620 shares outstanding as of January 26, 2026.
Skyworks Solutions, Inc. has approved a Fiscal Year 2026 Executive Incentive Plan that sets cash bonus opportunities for senior management based on revenue and non-GAAP operating income for the 2026 fiscal year. Minimum performance levels must be reached before any payments are made.
Under the plan, the CEO can earn target cash incentives equal to 160% of base salary and the Senior Vice President and Chief Financial Officer can earn 100% if target metrics are achieved, with a maximum of two times these target awards if results exceed targets. The Executive Vice President, Chief Operations and Technology Officer has a 90% target, while the Senior Vice President, Human Resources and the Senior Vice President, General Counsel and Secretary each have 80% targets, all with the same potential to earn up to double their target amounts. The Compensation and Talent Committee will determine final payouts after year-end and may choose to deliver awards in company common stock instead of cash.
Skyworks Solutions, Inc. entered into a Second Amendment to its Revolving Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent. This amendment extends the maturity date of the company’s existing revolving credit facility to November 18, 2030, giving Skyworks a longer-dated source of committed bank financing. The agreement continues to cover the company and its borrowing subsidiaries, with full terms set out in the amendment filed as an exhibit.
Skyworks Solutions, Inc. (SWKS) reported an insider stock sale by its Senior Vice President, General Counsel & Secretary, Robert J. Terry. On 11/19/2025, he sold 500 shares of common stock at an average price of $61.85 per share and 4,445 shares at an average price of $62.33 per share. Both transactions were coded as open market sales and were made under a pre-arranged Rule 10b5-1 trading plan adopted on 8/8/2025. After these sales, he directly owned 19,824 shares of Skyworks common stock and indirectly held 3,277 shares through the Skyworks Solutions, Inc. 401(k) plan as reported in the latest plan statement dated 10/31/2025.
Skyworks Solutions (SWKS) executive reports stock sales under 10b5-1 plan. EVP, Chief Operations & Technology Officer Reza Kasnavi sold 676 shares of common stock at an average price of $61.81 and 6,656 shares at an average price of $62.31 on 11/19/2025, in transactions effected under a Rule 10b5-1 trading plan adopted on 8/12/2025. Following these sales, he directly holds 26,087 shares of Skyworks common stock, plus 1,247 shares held through the company 401(k) plan based on a statement dated 10/31/2025.
Skyworks Solutions (SWKS) reported insider equity activity for its SVP, General Counsel & Secretary on 11/11/2025. The officer received 1,996 shares of common stock as part of the Fiscal 2025 Executive Incentive Plan, and 1,014 shares were withheld to cover taxes at $68.85 per share.
Following these transactions, the officer directly holds 24,769 shares, plus 3,277 shares held indirectly via the Skyworks 401(k) plan (as of 10/31/2025). In addition, 17,429 RSUs were granted, vesting in four equal installments from 11/11/2026 through 11/11/2029.
Skyworks Solutions (SWKS) reported insider equity activity for its EVP, Chief Ops & Tech Officer on 11/11/2025. The executive received 2,552 shares of common stock at $0 as an unrestricted stock award under the 2015 Long-Term Incentive Plan, noted as partial payment under the Fiscal 2025 Executive Incentive Plan. To cover taxes, 1,296 shares were withheld at $68.85.
The filing also reports a grant of 28,467 restricted stock units (RSUs), each representing the right to one share, vesting in four equal installments from 11/11/2026 through 11/11/2029. Following these transactions, the executive beneficially owned 33,419 shares directly, plus 1,247 shares held indirectly in the Skyworks 401(k) plan as of 10/31/2025.
Skyworks Solutions (SWKS) reported insider equity activity for its SVP of Human Resources. On 11/11/2025, the executive received 1,808 shares of common stock at a price of $0 as an unrestricted stock award under the company’s long-term and executive incentive plans. To cover tax withholding on this issuance, 919 shares were withheld and disposed of at $68.85 per share, leaving the executive with 34,168 shares of common stock held directly after the transactions.
On the same date, the executive was also granted 15,105 restricted stock units, each representing the right to receive one share of common stock upon vesting. These RSUs vest in four equal installments from 11/11/2026 through 11/11/2029, providing a multi-year equity incentive tied to continued service and performance.
Skyworks Solutions (SWKS) reported an insider equity award for its SVP & Chief Financial Officer, Philip Matthew Carter. On 11/11/2025, the officer acquired 20,334 restricted stock units (RSUs) at $0 per unit, each RSU representing one share of common stock upon vesting.
The RSUs vest in four equal installments beginning 11/11/2026 and ending 11/11/2029. As context, the reporting person also had 606 shares of common stock held indirectly via a 401(k) plan based on the plan statement dated 10/31/2025.