SKYWORKS SOLUTIONS, INC. 8-K

What Happened

• Skyworks Solutions, Inc. (Skyworks) filed an 8‑K (Jan 30, 2026) to provide supplemental disclosures to the joint proxy statement/prospectus for its previously announced Agreement and Plan of Merger with Qorvo, Inc. The Merger Agreement was signed Oct 27, 2025; the S‑4/registration statement was declared effective Dec 23, 2025; Skyworks and Qorvo mailed the joint proxy/prospectus on or about Dec 23, 2025 and each scheduled a special stockholder meeting for Feb 11, 2026.
• The filing notes two lawsuits filed in New York state court (Kelly v. Skyworks, Jan 20, 2026; Kent v. Skyworks, Jan 21, 2026) plus demand letters from purported stockholders alleging disclosure deficiencies. Skyworks and Qorvo deny the allegations but voluntarily supplemented disclosure to avoid nuisance, cost and distraction.

Key Details

• Supplemental disclosure updates include financial analysis inputs and outputs used by advisors (examples below are as stated in the filing):
  • Estimated net debt of the Combined Company as of Sept 30, 2025: approximately $3.34 billion.
  • Skyworks standalone implied equity value per share ranges from analyses: $89.16 to $123.97 (Goldman Sachs DCF); pro forma per‑share range: $99.16 to $142.43 (Goldman Sachs).
  • Qorvo implied per‑share equity value ranges by Centerview: $92.47 to $116.60 (DCF) and an alternate precedent-transaction implied range of $80.80 to $136.09 (EV/NTM EBITDA method).
  • Balance sheet items cited: Skyworks cash ≈ $1.4B and debt ≈ $1.0B (as of Sept 30, 2025); Qorvo cash ≈ $1.1B and debt ≈ $1.6B (as of Sept 30, 2025).
  • Share counts used: Qorvo fully diluted ≈ 96.1 million shares; Skyworks fully diluted ≈ 156.6 million shares (as of Oct 24, 2025).
  • Restated estimated “golden parachute” totals for certain Qorvo executives (examples): CEO Robert A. Bruggeworth ≈ $32.29M; CFO Grant A. Brown ≈ $11.33M; other named officers amounts also updated. Philip Chesley’s bonus restated at $723,830.
• Skyworks and Qorvo say the Joint Proxy Statement/Prospectus complies with law but are supplementing disclosures without admitting liability; they warn additional lawsuits or demands may arise.

Why It Matters

• Litigation and demand letters could delay or complicate stockholder votes or regulatory review and may increase transaction-related costs or distract management, though the companies say they believe the claims lack merit.
• The supplemental financial disclosures provide updated advisor assumptions, debt/cash figures and implied valuation ranges that investors can use to assess the fairness analyses and the merger consideration.
• Investors should review the Joint Proxy Statement/Prospectus and the S‑4 (effective Dec 23, 2025) for full details; filings are available on the SEC site (www.sec.gov) and the companies’ investor pages.