Qorvo Inc.

02/06/2026 | Press release | Distributed by Public on 02/06/2026 05:19

Material Event (Form 8-K)

Item 8.01 Other Events.

As previously disclosed, on October 27, 2025, Qorvo, Inc., a Delaware corporation ("Qorvo"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Skyworks Solutions, Inc., a Delaware corporation ("Skyworks"), 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"). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (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.

On February 5, 2026, Qorvo and Skyworks each received a request for additional information (each, a "Second Request") from the U.S. Federal Trade Commission (the "FTC") in connection with the FTC's review of the transactions contemplated by the Merger Agreement (the "proposed transactions"). Issuance of the Second Requests extends the waiting period under the HSR Act until 30 days safter Qorvo and Skyworks have each substantially complied with the Second Request it received, unless the waiting period is extended voluntarily by the parties or terminated earlier by the FTC. Qorvo and Skyworks have been working cooperatively with the FTC and will continue to do so. The proposed transactions remain subject to the expiration or termination of the waiting period applicable to the proposed transactions under the HSR Act, the receipt of the clearances and approvals applicable to the proposed transactions under the applicable antitrust and foreign investment regimes in certain non-U.S. jurisdictions and the satisfaction or waiver of the other closing conditions contained in the Merger Agreement.

Important Information About the Proposed Transaction and Where to Find It

In connection with the Mergers, on December 4, 2025 Skyworks filed a registration statement on Form S-4 (the "Registration Statement") with the SEC, which includes 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 Registration Statement was declared effective on December 23, 2025, and Skyworks filed a final prospectus on December 23, 2025, and Qorvo filed a definitive proxy statement on December 23, 2025 (together, the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus was mailed to stockholders of Skyworks and Qorvo on or about December 23, 2025. 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, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGERS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY CONTAIN IMPORTANT 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 [email protected]. The documents filed by Qorvo with the SEC also may be obtained free of charge at Qorvo's website at https://ir.qorvo.com/ or upon written request to Qorvo at [email protected]. These documents filed with the SEC are also available for free to the public at the website maintained by the SEC at www.sec.gov.

Qorvo Inc. published this content on February 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 06, 2026 at 11:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]