Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and in Items 2.03,
5.02 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Merger Consideration
Pursuant to the terms of the Merger Agreement, 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”) issued and outstanding immediately prior to the Effective Time (other than shares of Qorvo Common Stock that
were held (a) directly or indirectly, by any wholly-owned subsidiary of Qorvo immediately prior to the Effective Time, (b) by
Qorvo (or in Qorvo’s treasury), and (c) directly or indirectly, by Skyworks, Merger Sub I, Merger Sub II or any other wholly-owned
subsidiary of Skyworks immediately prior to the Effective Time) was converted into the right to receive (i) 0.960 (the “Exchange
Ratio”) shares of common stock, par value $0.25 per share, of Skyworks (“Skyworks Common Stock”), without
interest, and (ii) $32.50 in cash, without interest (the “Per Share Cash Amount”), subject to applicable withholding
taxes, (the foregoing clauses (i) and (ii), collectively, the “Merger Consideration”). No fractional shares
of Skyworks Common Stock are being issued in the Mergers and Qorvo stockholders became entitled to receive cash in lieu of any fractional
shares, as specified in the Merger Agreement.
Treatment of Equity Awards
Pursuant to the Merger Agreement, at the Effective Time, each outstanding
equity award with respect to Qorvo Common Stock was treated as follows:
Each outstanding Qorvo restricted stock unit (“Qorvo RSU Award”)
that (a) was vested but not yet settled as of immediately prior to the Effective Time, (b) by its terms became vested in all
respects as a result of the occurrence of the Closing or (c) was held by a non-employee member of the Qorvo board of directors as
of immediately prior to the Effective Time (collectively, the “Accelerated Qorvo RSUs”), was cancelled in consideration
for the right to receive (i) the Merger Consideration in respect of each share of Qorvo Common Stock that was subject to such Accelerated
Qorvo RSU immediately prior to the Effective Time and (ii) an amount in cash equal to all dividend equivalents, if any, accrued but
unpaid as of the Effective Time with respect to each such Accelerated Qorvo RSU. The number of shares of Qorvo Common Stock subject to
any Accelerated Qorvo RSUs that remained subject to performance-based vesting conditions as of immediately prior to the Closing Date (i.e.,
any Qorvo RSU Award for which the level of performance vesting had not yet been determined) was determined by assuming, in respect of
such Qorvo RSU Award, achievement at target performance, subject to certain exceptions for individuals for whom achievement was assumed
at the greater of target performance and actual performance as of immediately prior to the Effective Time.
Each outstanding Qorvo RSU Award that was not an Accelerated Qorvo RSU (the
“Unvested Qorvo RSU Awards”), was assumed by Skyworks and converted automatically into a restricted stock unit award
covering shares of Skyworks Common Stock (each, an “Adjusted RSU Award”), on the same terms and conditions as were
applicable to such Qorvo RSU Award immediately prior to the Effective Time (other than performance-based vesting conditions, which no
longer apply following the Effective Time, with dividend equivalents continuing to accrue in respect of such Adjusted RSU Awards and with
all accrued dividend equivalents paid at such time as the Adjusted RSU Award is settled), except that the number of shares of Skyworks
Common Stock subject to each such Adjusted RSU Award as of the Effective Time was determined by multiplying (a) the number of shares
of Qorvo Common Stock subject to the corresponding Unvested Qorvo RSU Award immediately prior to the Effective Time by (b) an amount
equal to the sum of (i) the Exchange Ratio, plus (ii) the quotient obtained by dividing the Per Share Cash Amount by the volume
weighted average trading price of Skyworks Common Stock on Nasdaq for the five (5) consecutive trading days ending on the trading
day immediately preceding the Closing Date, as calculated by Bloomberg L.P. (such amount, the “Conversion Ratio”),
with any fractional shares in the resulting product rounded to the nearest whole share. The number of shares of Qorvo Common Stock subject
to any such Unvested Qorvo RSU Award that remain subject to performance-based vesting conditions for which the level of performance vesting
had not yet been determined as of immediately prior to the Closing Date, including any accrued but unpaid dividend equivalents, was determined
by assuming, in respect of such Unvested Qorvo RSU Award, achievement at target performance, subject to certain exceptions for individuals
for whom achievement was assumed at the greater of target performance and actual performance as of immediately prior to the Effective
Time. In the event of a termination of employment of any holder of an Adjusted RSU Award by Skyworks, the Surviving Company or one
of their affiliates without “cause” or by such holder with “good reason” (each as defined in the applicable Qorvo
equity plan or equity award agreement), in each case within the eighteen (18)-month period following the Closing Date, any such Adjusted
RSU Awards held by such holder will accelerate and vest in full.
The foregoing summary of the transactions contemplated by the Merger
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement,
a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Skyworks with the U.S. Securities and
Exchange Commission (the “SEC”) on October 28, 2025, and is incorporated by reference as Exhibit 2.1 to this
Current Report on Form 8-K.
As previously disclosed, on August 10, 2026, Skyworks issued $800,000,000
5.000% Senior Notes due 2028, $600,000,000 5.750% Senior Notes due 2032 and $600,000,000 6.250% Senior Notes due 2036 (collectively, the “Notes”),
pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-297918) filed with the SEC on August 3,
2026. The net proceeds received from the sale of the Notes were used to finance the cash consideration for the Mergers.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and in Items 2.01,
2.03 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Resignations and Appointment of Directors
In accordance with the terms of the Merger Agreement,
immediately following the Effective Time, the size of the board of directors of Skyworks (the “Skyworks Board”) was
increased to consist of eleven (11) directors: (i) Philip G. Brace, who continues to serve as the Chief Executive Officer of Skyworks,
(ii) seven (7) directors designated by Skyworks (the “Skyworks Designees”) and (iii) three (3) directors
designated by Qorvo (the “Qorvo Designees”), each of whom will hold office until the next annual meeting of stockholders
of Skyworks.
In addition to Mr. Brace, the Skyworks Designees are Christine
King, Alan S. Batey, Eric J. Guerin, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim and Maryann Turcke (each of whom was
an existing director of Skyworks as of immediately prior to the Effective Time). The Qorvo Designees are Robert A. Bruggeworth, Richard
L. Clemmer and Christopher R. Koopmans.
Each of the Qorvo Designees will be eligible to receive compensation
for their service as directors on the same basis as other non-employee directors of Skyworks (as described in Skyworks’ definitive
proxy statement filed with the SEC on April 3, 2026). In accordance with the directors’ equity compensation program, on the
fifth business day following the date of their initial appointment to the Board, each of the Qorvo Designees will automatically be granted
an award consisting of restricted stock units with an aggregate grant date fair value of approximately $230,000, prorated for the period
from the date of appointment to the scheduled date of Skyworks’ next annual meeting of stockholders. The number of restricted stock
units subject to each award will be determined by reference to the average closing price of Skyworks Common Stock over the 30 consecutive
trading day period ending on (and including) the grant date, and rounding such result to the nearest whole share (with.50 and greater
being rounded up). Each award will vest on the scheduled date of Skyworks’ next annual meeting of stockholders, subject to the director’s
continued service on the Skyworks Board through such date.
Effective upon and in connection with the Closing, Kevin L. Beebe resigned
from the Skyworks Board and all committees of the Skyworks Board. Such resignation was not the result of any disagreement with Skyworks
on any matter relating to Skyworks’ operations, policies or practices.
As of the date of this Current Report on Form 8-K, appointments
for Qorvo Designees to committees of the Skyworks Board have not yet been determined. Skyworks will file an amendment to this Current
Report on Form 8-K under Item 5.02 containing such information within four business days after the committee appointments are determined
or otherwise become available.
None of Mr. Bruggeworth, Mr. Clemmer or Mr. Koopmans
has any family relationship with Skyworks’ directors or executive officers or any persons nominated or chosen by Skyworks to be
a director or executive officer, and none of Mr. Bruggeworth, Mr. Clemmer or Mr. Koopmans is a party to any transaction,
or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Officer Transitions
Effective upon and in connection with the Closing, Robert Terry, one
of Skyworks’ named executive officers for fiscal year 2025, ceased to serve as Senior Vice President, General Counsel and Secretary
of Skyworks, and Mr. Terry’s last day of employment with Skyworks will be October 5, 2026. Upon his departure, Mr. Terry
will receive separation benefits in connection with a termination without cause as provided for in Skyworks’ Severance and Change
in Control Benefits Plan, a copy of which has been previously filed with the SEC, provided that any outstanding equity awards held by
him will be treated in accordance with their terms, as amended. From and after the Closing, Jason K. (J.K.) Givens, formerly Qorvo's Senior
Vice President and General Counsel, Secretary, will be Skyworks’ Senior Vice President and General Counsel, Secretary.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On October 5, 2026, Skyworks issued a press release announcing
consummation of the transaction between Skyworks and Qorvo. The full text of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Skyworks’ and Qorvo’s current
expectations, estimates and projections about the potential benefits of the transaction between Skyworks and Qorvo, their respective businesses
and industries, management’s beliefs and certain assumptions made by Skyworks and Qorvo, all of which are subject to change. In
this context, forward-looking statements often address expected future business and financial performance and financial condition, and
often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions
or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking
statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees
of future results, such as statements about the anticipated benefits of the transaction. These and other forward-looking statements are
not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially
from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results
to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements
and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include,
but are not limited to: (i) failure to realize the anticipated benefits of the transaction, including as a result of delay in integrating
the businesses of Skyworks and Qorvo; (ii) Skyworks’ and Qorvo’s ability to implement their business strategies; (iii) pricing
trends; (iv) potential litigation relating to the transaction that has been or could be instituted against the parties or their respective
directors; (v) the risk that disruptions from the transaction will harm Skyworks’ or Qorvo’s business, including current
plans and operations; (vi) the ability of Skyworks or Qorvo to retain and hire key personnel; (vii) potential adverse reactions
or changes to business relationships resulting from the completion of the transaction (viii) uncertainty as to the long-term value
of Skyworks’ common stock; (ix) legislative, regulatory and economic developments affecting Skyworks’ and Qorvo’s
businesses; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes
under which Skyworks and Qorvo operate; (xii) potential business uncertainty, including changes to existing business relationships,
as a result of the transaction that would affect the parties’ financial performance; and (xiii) unpredictability and severity
of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Skyworks’
and Qorvo’s response to any of the aforementioned factors. These risks, as well as other risks associated with the transaction,
are more fully discussed in the joint proxy statement/prospectus previously filed in connection with the transaction. While the list of
factors presented here and in the joint proxy statement/prospectus are considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the
realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties
and similar risks, any of which could have a material adverse effect on Skyworks’ or Qorvo’s consolidated financial condition,
results of operations or liquidity. Neither Skyworks nor Qorvo assumes any obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except
as otherwise required by securities and other applicable laws.