Qorvo: completed merger with Skyworks and requested Nasdaq delisting

What happened Qorvo reported that the Mergers were consummated on Oct 5, 2026, and, as a result of the First Merger, Qorvo became a wholly owned subsidiary of Skyworks. On the Closing Date, Qorvo terminated the Credit Agreement dated Apr 23, 2024; there were no borrowings outstanding and all fees and other amounts then due were paid in full.

Key details

• Merger consideration: each share of Qorvo common stock was converted into the right to receive 0.960 shares of Skyworks common stock plus $32.50 in cash per share, subject to withholding; no fractional Skyworks shares were issued (cash paid in lieu).
• Equity awards: vested and certain accelerated Qorvo RSUs were cancelled for the Merger Consideration and accrued dividend equivalents; unvested Qorvo RSU awards were assumed and converted into restricted stock unit awards of Skyworks using a conversion ratio based on the 0.960 exchange ratio plus a quotient using the $32.50 cash amount divided by Skyworks’ five-day VWAP as calculated by Bloomberg.
• Nasdaq delisting and filings: Qorvo requested Nasdaq halt trading and requested Nasdaq file Form 25 to remove Qorvo common stock from listing on Oct 5, 2026; Qorvo intends to file Form 15 to terminate registration of its shares under Section 12(g) and suspend reporting under Sections 13 and 15(d).
• governance and organizational changes: at closing each member of Qorvo’s board of directors resigned; certain managers and officers of Merger Sub II and an employee of Qorvo became managers and officers of the surviving company; following the Second Merger Qorvo ceased to exist and the surviving entity continued.

Why it may matter This Form 8-K reports Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02 and 5.03: termination of a material definitive agreement (the Credit Agreement), completion of the mergers and the merger consideration, notice of delisting, material modification to stockholder rights (holders ceased to have rights other than the right to receive the merger consideration), change in control, departures of directors and appointment of managers/officers, and amendments to the surviving entity’s formation documents. The filing contains forward-looking statements and risk factors as set forth in the joint proxy statement/prospectus and other SEC filings. The filing does not show why the insider traded or why the company acted.