Skyworks Solutions Files 8-K on Material Agreement

TL;DR

SKYWORKS (SWKS) filed an 8-K on 10/27/25 for a material definitive agreement. Watch for details.

AI Summary

On October 27, 2025, Skyworks Solutions, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Irvine, California.

Why It Matters

This 8-K filing indicates a significant new agreement for Skyworks Solutions, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price.

Key Players & Entities

• Skyworks Solutions, Inc. (company) — Registrant
• October 27, 2025 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of incorporation
• Irvine, California (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.25 — ch registered Common Stock, par value $0.25 per share SWKS Nasdaq Global Select M
• $0.0001 — , each share of Common Stock, par value $0.0001 per share, of Qorvo (" Qorvo Common Sto
• $32.50 — ommon Stock, without interest, and (ii) $32.50 in cash, without interest (the " Per Sh
• $3,050,000,000 — of customary closing conditions, up to $3,050,000,000 of senior unsecured bridge term loans f
• $298,692,098 — ay the other party a termination fee of $298,692,098. Additionally, Skyworks, under specifie
• $100,000,000 — uired to pay Qorvo a termination fee of $100,000,000. Other Terms of the Merger Agreement

Filing Documents

• tm2529220d2_8k.htm (8-K) — 68KB
• tm2529220d2_ex2-1.htm (EX-2.1) — 794KB
• tm2529220d2_ex10-1.htm (EX-10.1) — 227KB
• tm2529220d2_ex10-2.htm (EX-10.2) — 84KB
• tm2529220d2_ex99-1.htm (EX-99.1) — 48KB
• tm2529220d2_ex99-1img01.jpg (GRAPHIC) — 3KB
• tm2529220d2_ex99-1img02.jpg (GRAPHIC) — 1KB
• 0001104659-25-102806.txt ( ) — 1671KB
• swks-20251027.xsd (EX-101.SCH) — 3KB
• swks-20251027_lab.xml (EX-101.LAB) — 33KB
• swks-20251027_pre.xml (EX-101.PRE) — 22KB
• tm2529220d2_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On October 27, 2025, Skyworks Solutions, Inc. (" Skyworks ") entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among Skyworks, Qorvo, Inc., a Delaware corporation (" Qorvo "), Comet Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Skyworks (" Merger Sub I "), and Comet Acquisition II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Skyworks (" Merger Sub II "). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub I will merge with and into Qorvo (the " First Merger "), with Qorvo surviving the First Merger as a wholly owned subsidiary of Skyworks (the " Surviving Corporation "), and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the " Second Merger ," and together with the First Merger, the " Mergers "), with Merger Sub II continuing as the surviving entity in the Second Merger and a wholly owned subsidiary of Skyworks (the " Surviving Company "). Capitalized terms used but not defined herein have the meanings specified in the Merger Agreement. Skyworks' Board of Directors (the " Board ") has unanimously approved the Merger Agreement and, subject to certain exceptions set forth in the Merger Agreement, resolved to recommend that Skyworks' stockholders approve the issuance of Common Stock, par value $0.25 per share, of Skyworks (" Skyworks Common Stock ") pursuant to the Merger Agreement, in accordance with Nasdaq Listing Rule 5635(a). Merger Consideration At the effective time of the First Merger (the " Effective Time "), each share of Common Stock, par value $0.0001 per share, of Qorvo (" Qorvo Common Stock ") outstanding immediately prior to the Effective Time (subject to certa

01 Other Events

Item 8.01 Other Events. On October 28, 2025, Skyworks and Qorvo jointly issued a press release announcing the execution of the Merger Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Important Information About the Proposed Transaction and Where to Find It In connection with the Mergers, Skyworks intends to file with the SEC a registration statement on Form S-4 (the "Registration Statement"), which will include a prospectus with respect to the shares of Skyworks' common stock to be issued in the Mergers and a joint proxy statement for Skyworks' and Qorvo's respective stockholders (the "Joint Proxy Statement/Prospectus"). The definitive joint proxy statement (if and when available) will be mailed to stockholders of Skyworks and Qorvo. Each of Skyworks and Qorvo may also file with or furnish to the SEC other relevant documents regarding the Mergers. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that Skyworks or Qorvo may mail to their respective stockholders in connection with the Mergers. INVESTORS AND SECURITY HOLDERS OF SKYWORKS AND QORVO ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGERS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION INFORMATION REGARDING SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS. The documents filed by Skyworks with the SEC also may be obtained free of charge at Skyworks' website at https://www.skyworksinc.com/investors or upon written request to Skyworks at investor.relations@skyworksinc.com. The documents filed by Qorvo with the SEC also may be

View Full Filing

View this 8-K filing on SEC EDGAR