QUALCOMM Inc. Files Prospectus for Resale of Shares Tied to Modular Deal

What Happened

• On July 31, 2026, QUALCOMM Incorporated filed a prospectus supplement to its Form S-3ASR registration statement to register the resale of 17,826,566 shares of common stock.
• Those shares were issued as consideration in the company’s acquisition of Modular Inc.; the acquisition agreement was announced June 21, 2026. The shares were originally issued in a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D.

Key Details

• 17,826,566 shares of QUALCOMM common stock are covered by the prospectus supplement.
• The prospectus supplement was filed under the Form S-3ASR registration statement originally filed Nov. 6, 2024 (File No. 333-283035).
• A Registration Rights Agreement dated July 28, 2026 (filed as Exhibit 4.1) triggered the registration; a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP was filed as Exhibit 5.1.

Why It Matters

• This filing registers resale by the selling stockholders who received shares as deal consideration, which enables those holders to sell the shares into the public market once applicable conditions are met.
• For investors, the issuance increases the company’s outstanding share count by 17,826,566 shares (potential dilution); the registration itself does not mean QUALCOMM is selling shares for cash, but it can affect share supply and liquidity.
• The Registration Rights Agreement and legal opinion are procedural steps that facilitate resale and provide investors transparency about the transaction mechanics.