Skyworks Solutions: completes merger with Qorvo for $32.50 cash per share

What happened Skyworks Solutions, Inc. reported on Oct 5, 2026 that it consummated the merger with Qorvo. At the effective time each share of Qorvo common stock issued and outstanding was converted into the right to receive 0.960 shares of Skyworks common stock and $32.50 in cash, subject to withholding; no fractional shares of Skyworks common stock were issued and Qorvo stockholders will receive cash in lieu of any fractional shares. Skyworks disclosed that it 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 on Aug 10, 2026, and the net proceeds were used to finance the cash consideration for the mergers.

Key details

• Outstanding Qorvo restricted stock units that were vested, accelerated by the closing, or held by non-employee Qorvo directors were cancelled and converted into the merger consideration for the underlying shares plus any accrued unpaid dividend equivalents.
• Unvested Qorvo RSU awards were assumed by Skyworks and converted into adjusted Skyworks RSU awards using a conversion ratio equal to (i) the Exchange Ratio of 0.960 plus (ii) the Per Share Cash Amount of $32.50 divided by the volume weighted average trading price of Skyworks common stock on Nasdaq for the five trading days ending the trading day before the closing, with fractions rounded to the nearest whole share. Performance-based awards with undetermined performance were converted assuming achievement at target in most cases.
• Skyworks increased its board to 11 directors immediately after the effective time: Philip G. Brace plus seven Skyworks designees and three Qorvo designees. The Qorvo designees are Robert A. Bruggeworth, Richard L. Clemmer and Christopher R. Koopmans. Kevin L. Beebe resigned from the Skyworks board effective on closing.
• Each Qorvo designee will be eligible for standard non-employee director compensation and will receive a restricted stock unit award with an aggregate grant date fair value of approximately $230,000 (prorated), granted on the fifth business day after appointment and vesting on the date of Skyworks’ next annual meeting of stockholders. Adjusted RSU awards will accelerate and vest in full if a holder is terminated without cause or resigns for good reason within 18 months following closing.

Why it may matter This Form 8-K reports Item 2.01 (completion of acquisition), Item 5.02 (director changes), and Item 8.01 (other events including a press release and forward-looking statements). Item 2.01 describes the merger consideration and treatment of equity awards; Item 5.02 describes changes to the Skyworks board and director compensation; Item 8.01 attaches the press release and includes customary forward-looking statement risk language. The filing does not show why the insider traded or why the company acted.