Form 8-K

8-K — SKYWORKS SOLUTIONS, INC.

Accession: 0001104659-26-112129

Filed: 2026-09-30

Period: 2026-09-30

CIK: 0000004127

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 30, 2026

Skyworks Solutions, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-05560

04-2302115

(State or

other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification

No.)

5260

California Avenue

Irvine, California 92617

(Address

of principal executive offices)

(Zip Code)

(949)

231-3000

(Registrant’s

telephone number, including area code)

Not Applicable

(Former name or former

address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title

of each class

Trading

Symbol(s)

Name of

each exchange on which registered

Common

Stock, par value $0.25 per share

SWKS

Nasdaq

Global Select Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On September 30, 2026, Skyworks Solutions, Inc. (“Skyworks”)

issued a press release. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Important Information About the Proposed Transaction and Where

to Find It

In connection with the proposed mergers (the “Mergers”)

with Qorvo, Inc. (“Qorvo”), Skyworks has filed with the SEC a registration statement on Form S-4 (File No. 333-291947)

(the “Registration Statement”), which includes a prospectus with respect to the shares of Skyworks’ common stock to

be issued in the Mergers and a joint proxy statement for Skyworks’ and Qorvo’s respective stockholders (the “Joint Proxy

Statement/Prospectus”). The Registration Statement was declared effective on December 23, 2025, and Skyworks filed a final

prospectus on December 23, 2025, and Qorvo filed a definitive proxy statement on December 23, 2025. The Joint Proxy Statement/Prospectus

was mailed to stockholders of Skyworks and Qorvo on or about December 23, 2025. Each of Skyworks and Qorvo may also file with or

furnish to the SEC other relevant documents regarding the Mergers. This communication is not a substitute for the Registration Statement,

the Joint Proxy Statement/Prospectus or any other document that Skyworks or Qorvo may mail to their respective stockholders in connection

with the Mergers.

INVESTORS AND SECURITY HOLDERS OF SKYWORKS AND QORVO ARE URGED TO READ

THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT

DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGERS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT

PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING

SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS.

The documents filed by Skyworks with the SEC also may be obtained free

of charge at Skyworks’ website at https://www.skyworksinc.com/investors or upon written request to Skyworks at investor.relations@skyworksinc.com.

The documents filed by Qorvo with the SEC also may be obtained free of charge at Qorvo’s website at https://ir.qorvo.com/ or upon

written request to Qorvo at investor-relations@qorvo.com. These documents filed with the SEC are also available for free to the public

at the website maintained by the SEC at www.sec.gov.

No Offer or Solicitation

This communication is for informational purposes only and does not

constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or

approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means

of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with

applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This document contains “forward-looking statements” within

the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Skyworks’ and Qorvo’s current

expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof,

their respective businesses and industries, management’s beliefs and certain assumptions made by Skyworks and Qorvo, all of which

are subject to change. In this context, forward-looking statements often address expected future business and financial performance and

financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,”

“believe,” “could,” “seek,” “see,” “will,” “may,” “would,”

“might,” “potentially,” “estimate,” “continue,” “expect,” “target,”

similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes.

All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control

and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits

thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any

filing or other action required to consummate the transaction in a timely matter or at all, are not guarantees of future results and are

subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking

statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated

in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying

on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion

of the proposed transaction on anticipated terms and timing, including anticipated tax treatment, unforeseen liabilities, future capital

expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects,

business and management strategies, expansion and growth of Skyworks’ and Qorvo’s businesses and other conditions to the completion

of the proposed transaction; (ii) failure to realize the anticipated benefits of the proposed transaction, including as a result

of delay in completing the transaction or integrating the businesses of Skyworks and Qorvo; (iii) Skyworks’ and Qorvo’s

ability to implement their business strategies; (iv) pricing trends; (v) potential litigation relating to the proposed transaction

that has been or could be instituted against Skyworks, Qorvo or their respective directors; (vi) the risk that disruptions from the

proposed transaction will harm Skyworks’ or Qorvo’s business, including current plans and operations; (vii) the ability

of Skyworks or Qorvo to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting

from the announcement, pendency or completion of the proposed transaction; (ix) uncertainty as to the long-term value of Skyworks’

common stock; (x) legislative, regulatory and economic developments affecting Skyworks’ and Qorvo’s businesses; (xi) general

economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes under which Skyworks and Qorvo

operate; (xiii) potential business uncertainty, including changes to existing business relationships, during the pendency of the

proposed transaction that could affect Skyworks’ or Qorvo’s financial performance; (xiv) restrictions during the pendency

of the proposed transaction that may impact Skyworks’ or Qorvo’s ability to pursue certain business opportunities or strategic

transactions; and (xv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or

outbreak of war or hostilities, as well as Skyworks’ and Qorvo’s response to any of the aforementioned factors. These risks,

as well as other risks associated with the proposed transaction, are more fully discussed in the Joint Proxy Statement/Prospectus. While

the list of factors presented here and in the Joint Proxy Statement/Prospectus are considered representative, no such list should be considered

to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to

the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the

forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability

to third parties and similar risks, any of which could have a material adverse effect on Skyworks’ or Qorvo’s consolidated

financial condition, results of operations or liquidity. Neither Skyworks nor Qorvo assumes any obligation to publicly provide revisions

or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances

change, except as otherwise required by securities and other applicable laws.

Item 9.01. Financial Statements

and Exhibits

(d) Exhibits

Exhibits

Number

Description

99.1

Press Release, dated September 30, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Skyworks Solutions, Inc.

September 30, 2026

By:

/s/ Philip Carter

Name:

Philip Carter

Title:

Senior Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2626657d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Media Relations:

Constance Griffiths

(949) 230-4867

Constance.Griffiths@skyworksinc.com

Investor

Relations:

Raji Gill

(949) 508-0973

Raji.Gill@skyworksinc.com

Skyworks Receives All Necessary Clearances for

Proposed Combination with Qorvo

IRVINE, Calif., -- September 30, 2026 - Skyworks Solutions,

Inc. (Nasdaq: SWKS) today announced that it has received all necessary regulatory clearances to proceed with the previously announced

transaction with Qorvo, Inc. (Nasdaq: QRVO) (the “Mergers”). The parties expect to close the Mergers on or about October 5,

2026, subject to the satisfaction or waiver of the remaining customary closing conditions.

Skyworks and Qorvo previously announced on October 28, 2025 their agreement

to combine in a cash-and-stock transaction, bringing together the companies’ complementary product and technology portfolios and

world-class engineering capabilities. The combination will create a U.S.-based, global leader in high-performance radio frequency, analog

and mixed-signal semiconductors.

In connection with the transaction, Skyworks previously announced offers

to exchange any and all of the outstanding 4.375% Senior Notes due 2029 issued by Qorvo and any and all of the outstanding 3.375% Senior

Notes due 2031 issued by Qorvo, in each case for new notes issued by Skyworks (together with related consent solicitations for proposed

amendments to the applicable indenture governing each series of such Qorvo notes), pursuant to the terms and subject to the conditions

set forth in Skyworks’ registration statement on Form S-4, which was declared effective on May 29, 2026, and the related final prospectus

filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2026 (as it may be amended or supplemented from time

to time, the “Prospectus”). Each exchange offer and consent solicitation is conditioned upon the closing of the Mergers, which

condition may not be waived by Skyworks. The closing of the Mergers is not conditioned upon the results of the exchange offers and consent

solicitations.

Skyworks expects to pay the Consent Payments (as defined in the Prospectus)

with respect to the consent solicitations concurrently with, or promptly following, the closing of the Mergers. The related exchange offers

currently are expected to expire at 5:00 p.m., New York City time, on October 2, 2026. Skyworks anticipates issuing a separate press release

to extend the expiration date of the exchange offers to a date and time following the closing of the Mergers.

About Skyworks

Skyworks Solutions, Inc. is empowering the wireless networking revolution.

We are a leading developer, manufacturer and provider of analog and mixed-signal semiconductors and solutions for numerous applications,

including aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical,

smartphone, tablet and wearables.

Skyworks is a global company with engineering, marketing, operations,

sales and support facilities located throughout Asia, Europe and North America and is a member of the S&P 500® market index (Nasdaq:

SWKS). For more information, please visit Skyworks’ website at: www.skyworksinc.com.

Important Information About the Proposed Transaction and Where

to Find It

In connection with the proposed Mergers with Qorvo, Skyworks has filed

with the SEC a registration statement on Form S-4 (File No. 333-291947) (the “Registration Statement”), which includes

a prospectus with respect to the shares of Skyworks’ common stock to be issued in the Mergers and a joint proxy statement for Skyworks’

and Qorvo’s respective stockholders (the “Joint Proxy Statement/Prospectus”). The Registration Statement was declared

effective on December 23, 2025, and Skyworks filed a final prospectus on December 23, 2025, and Qorvo filed a definitive proxy

statement on December 23, 2025. The Joint Proxy Statement/Prospectus was mailed to stockholders of Skyworks and Qorvo on or about

December 23, 2025. Each of Skyworks and Qorvo may also file with or furnish to the SEC other relevant documents regarding the Mergers.

This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that

Skyworks or Qorvo may mail to their respective stockholders in connection with the Mergers.

INVESTORS AND SECURITY HOLDERS OF SKYWORKS AND QORVO ARE URGED TO READ

THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT

DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGERS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT

PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING

SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS.

The documents filed by Skyworks with the SEC also may be obtained free

of charge at Skyworks’ website at https://www.skyworksinc.com/investors or upon written request to Skyworks at investor.relations@skyworksinc.com.

The documents filed by Qorvo with the SEC also may be obtained free of charge at Qorvo’s website at https://ir.qorvo.com/ or upon

written request to Qorvo at investor-relations@qorvo.com. These documents filed with the SEC are also available for free to the public

at the website maintained by the SEC at www.sec.gov.

No Offer or Solicitation

This communication is for informational purposes only and does not

constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any tender,

consent, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would

be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be

made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities

Act”), and otherwise in accordance with applicable law.

The exchange offers and consent solicitations are being made solely

pursuant to the Prospectus and only to such persons and in such jurisdictions as is permitted under applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This document contains “forward-looking statements” within

the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Securities Exchange

Act of 1934, as amended. These forward-looking statements are based on Skyworks’ and Qorvo’s current expectations, estimates

and projections about the expected date of closing of the Mergers, the exchange offers and the consent solicitations and the potential

benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by Skyworks and

Qorvo, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial

performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,”

“plan,” “believe,” “could,” “seek,” “see,” “will,” “may,”

“would,” “might,” “potentially,” “estimate,” “continue,” “expect,”

“target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future

events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which

are beyond our control and are not guarantees of future results, such as statements about the consummation of the proposed transaction

and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction

or to make or take any filing or other action required to consummate the transaction in a timely matter or at all, are not guarantees

of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those

expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ

materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution

must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not

limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including anticipated tax treatment,

unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial

condition, losses, future prospects, business and management strategies, expansion and growth of Skyworks’ and Qorvo’s businesses

and other conditions to the completion of the proposed transaction; (ii) failure to realize the anticipated benefits of the proposed

transaction, including as a result of delay in completing the transaction or integrating the businesses of Skyworks and Qorvo; (iii) Skyworks’

and Qorvo’s ability to implement their business strategies; (iv) pricing trends; (v) potential litigation relating to

the proposed transaction that has been or could be instituted against Skyworks, Qorvo or their respective directors; (vi) the risk

that disruptions from the proposed transaction will harm Skyworks’ or Qorvo’s business, including current plans and operations;

(vii) the ability of Skyworks or Qorvo to retain and hire key personnel; (viii) potential adverse reactions or changes to business

relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix) uncertainty as to the long-term

value of Skyworks’ common stock; (x) legislative, regulatory and economic developments affecting Skyworks’ and Qorvo’s

businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes

under which Skyworks and Qorvo operate; (xiii) potential business uncertainty, including changes to existing business relationships,

during the pendency of the proposed transaction that could affect Skyworks’ or Qorvo’s financial performance; (xiv) restrictions

during the pendency of the proposed transaction that may impact Skyworks’ or Qorvo’s ability to pursue certain business opportunities

or strategic transactions; and (xv) unpredictability and severity of catastrophic events, including, but not limited to, acts of

terrorism or outbreak of war or hostilities, as well as Skyworks’ and Qorvo’s response to any of the aforementioned factors.

These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Joint Proxy Statement/Prospectus.

While the list of factors presented here and in the Joint Proxy Statement/Prospectus are considered representative, no such list should

be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional

obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated

in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal

liability to third parties and similar risks, any of which could have a material adverse effect on Skyworks’ or Qorvo’s consolidated

financial condition, results of operations or liquidity. Neither Skyworks nor Qorvo assumes any obligation to publicly provide revisions

or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances

change, except as otherwise required by securities and other applicable laws.

Skyworks Contacts:

Media Contact:

Constance Griffiths

(949) 230-4867

Constance.Griffiths@skyworksinc.com

Investor Relations:

Raji Gill

(949) 508-0973

Raji.Gill@skyworksinc.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration