QUALCOMM INC/DE 8-K

What Happened
QUALCOMM Incorporated announced on June 21, 2026 that it entered into a definitive agreement to acquire Modular Inc. As consideration, QUALCOMM expects to issue up to 19.2 million shares of its common stock to Modular’s equity owners at closing. The share issuance will be completed as a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The closing is subject to customary conditions.

Key Details

• Definitive agreement executed: June 21, 2026.
• Shares to be issued: up to 19.2 million shares of QUALCOMM common stock (final number may change due to closing purchase price adjustments).
• Issuance method: private placement relying on Section 4(a)(2) and Rule 506 (Regulation D) exemptions.
• Closing conditions and risks noted: timing and completion uncertainty, potential regulatory approvals or conditions, unknown liabilities, and other risks cited in QUALCOMM’s filings (Form 10-K and subsequent 10-Qs).

Why It Matters
For investors, the deal may increase QUALCOMM’s outstanding share count (up to 19.2M shares before any adjustments) and the shares will be issued privately rather than registered. The acquisition remains subject to closing conditions and regulatory approvals, so timing and final terms (including the exact number of shares) could change. The filing also includes standard forward-looking statement cautions about risks that could affect the transaction and its expected benefits.