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Form 8-K

sec.gov

8-K — SKYWORKS SOLUTIONS, INC.

Accession: 0001104659-26-064624

Filed: 2026-05-20

Period: 2026-05-20

CIK: 0000004127

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2615189d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615189d1_ex99-1.htm)

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8-K (Primary)

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0000004127

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2026-05-20

2026-05-20

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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): May 20, 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)

(IRS Employer Identification

No.)

5260

California Avenue

Irvine,

CA 92617

(Address

of principal executive office) (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.

Exchange Offers and Consent Solicitations

On May 20, 2026, Skyworks

Solutions, Inc. (“Skyworks”) issued a press release announcing that, in connection with the anticipated

transactions pursuant to which Qorvo, Inc. (“Qorvo”) will merge with and into a subsidiary of Skyworks

(the “Mergers”), with such subsidiary continuing as the surviving entity and a wholly-owned subsidiary of Skyworks,

the Company has commenced offers to exchange (the “Exchange Offers”) any and all of the outstanding 4.375% Senior Notes

due 2029 issued by Qorvo (the “2029 Qorvo Notes”) and any and all of the outstanding 3.375% Senior Notes due 2031 issued

by Qorvo (the “2031 Qorvo Notes” and, together with the 2029 Qorvo Notes, the “Qorvo Notes”) for,

respectively, (x) up to $850 million aggregate principal amount of new 4.375% Senior Notes due 2029 issued by Skyworks or

(y) up to $700 million aggregate principal amount of new 3.375% Senior Notes due 2031 issued by Skyworks. In conjunction with

the Exchange Offers, Skyworks, on behalf of Qorvo, is soliciting consents (the “Consent Solicitations”) for

proposed amendments to the applicable indenture governing each series of Qorvo Notes in exchange for the applicable consent payment.

The Exchange Offers and Consent Solicitations are subject to the satisfaction or, where permitted, waiver of certain conditions,

including the completion of the Mergers, as set forth in a Registration Statement on Form S-4 as further described in the press release. A copy of the press release is

attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

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.

Safe Harbor Statement

This communication includes “forward-looking

statements.” Forward-looking statements relate to future events, including, but not limited to, the Exchange Offers, the Consent

Solicitations and the Mergers, as applicable. These forward-looking statements include information relating to future events, prospects,

expectations and results of Skyworks (e.g., certain projections and business trends, including with respect to future sales and revenue,

as well as plans for dividend payments). Forward-looking statements can often be identified by words such as “anticipates,”

“estimates,” “expects,” “forecasts,” “intends,” “believes,” “plans,”

“may,” “will” or “continue,” and similar expressions and variations or negatives of these words. All

such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially

and adversely from those projected and may affect Skyworks’ future operating results, financial position and cash flows.

These risks, uncertainties and other important

factors include: the risks of doing business internationally, including from trade war or trade protection measures (e.g., tariffs, retaliatory

tariffs and other countermeasures or taxes), increased import/export restrictions and controls (e.g., Skyworks’ ability to obtain

foreign-sourced raw materials, including from Chinese-based sources, as well as Skyworks’ ability to sell products to certain specified

foreign entities only pursuant to a limited export license from the U.S. Department of Commerce), the susceptibility of the semiconductor

industry and the markets addressed by Skyworks’, and Skyworks’ customers’, products to economic cycles or changes in

economic conditions, including inflation and recession that could result from trade war or trade protection measures; Skyworks’

reliance on a small number of key customers for a large percentage of Skyworks’ sales; decreased gross margins and loss of market

share as a result of increased competition; Skyworks’ ability to obtain design wins from customers; Skyworks’ ability to convert

design wins into revenue; market acceptance of Skyworks’ products and Skyworks’ customers’ products, including market

acceptance of new, emerging technologies such as AI; the mix and volume of phone models sold by Skyworks’ largest customer; the

potential impacts on Skyworks’ business, reputation, relationships, results of operations, cash flows and financial condition as

a result of the proposed merger transactions with Qorvo; the possibility that expected benefits related to such transactions with Qorvo

may not materialize as expected; such transactions with Qorvo being timely completed, if completed at all; regulatory approvals required

for the transaction not being timely obtained, if obtained at all, or being obtained subject to conditions; Skyworks or Qorvo’s

business experiencing disruptions as a result of the acquisition or due to transaction-related uncertainty or other factors making it

more difficult to maintain relationships with employees, customers, other business partners or governmental entities; Skyworks and Qorvo

being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected

time-frames or at all; the costs, fees, expenses and other charges related to the Mergers, including with respect to any related litigation;

reduced flexibility in operating Skyworks’ business as a result of the indebtedness incurred in connection with the transaction

with Silicon Laboratories Inc. and the substantial amount of additional indebtedness Skyworks expects to incur in connection with the

Qorvo transactions; delays in the deployment of commercial 5G networks or in consumer adoption of 5G-enabled devices; the volatility of

Skyworks’ stock price; changes in laws, regulations and/or policies that could adversely affect Skyworks’ operations and financial

results, the economy and Skyworks’ customers’ demand for Skyworks’ products, or the financial markets and Skyworks’

ability to raise capital; fluctuations in Skyworks’ manufacturing yields due to Skyworks’ complex and specialized manufacturing

processes; Skyworks’ ability to develop, manufacture and market innovative products, avoid product obsolescence, reduce costs in

a timely manner, transition Skyworks’ products to smaller geometry process technologies and achieve higher levels of design integration;

the quality of Skyworks’ products and any defect remediation costs; Skyworks’ products’ ability to perform under stringent

operating conditions; the availability and pricing of third-party semiconductor foundry, assembly and test capacity, raw materials, including

rare earth and similar minerals, supplier components, equipment and shipping and logistics services, including limits on Skyworks’

customers’ ability to obtain such services and materials; risks that Skyworks may not be able to optimize Skyworks’ manufacturing

footprint and achieve any financial and operational benefits from such efforts, including reducing fixed costs or improving utilization

rates, disruptions to Skyworks’ manufacturing processes, including relating to any relocation of Skyworks’ key facilities;

Skyworks’ ability to successfully manage Skyworks’ senior management transitions; Skyworks’ ability to retain, recruit

and hire key executives or the departure of any such executives, technical personnel and other employees in the positions and numbers,

with the experience and capabilities, and at the compensation levels needed to implement Skyworks’ business and product plans; the

timing, rescheduling or cancellation of significant customer orders and Skyworks’ ability, as well as the ability of Skyworks’

customers, to manage inventory; other economic, social, military and geopolitical conditions in the countries in which Skyworks, Skyworks’

customers or Skyworks’ suppliers operate, including the conflicts in Ukraine, Iran and other regions in the Middle East, possible

disruptions in transportation networks, and fluctuations in foreign currency exchange rates; the effects of global health crises on business

conditions in Skyworks’ industry, including the risk of significant disruptions to Skyworks’ business operations, as well

as negative impacts to Skyworks’ financial condition; Skyworks’ ability to prevent theft of Skyworks’ intellectual property,

disclosure of confidential information or breaches of Skyworks’ information technology systems; uncertainties of litigation, including

potential disputes over intellectual property infringement and rights, as well as payments related to the licensing and/or sale of such

rights; Skyworks’ ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third

parties; Skyworks’ ability to make certain investments and acquisitions, integrate companies Skyworks acquires and/or enter into

strategic alliances; and other risks and uncertainties, including those detailed from time to time in Skyworks’ filings with the

Securities and Exchange Commission.

The forward-looking statements contained in this

communication are made only as of the date hereof, and Skyworks undertakes no obligation to update or revise the forward-looking statements,

whether as a result of new information, future events or otherwise.

Important Information About the Mergers and Where to Find It

In connection with the Mergers, Skyworks has filed

with the SEC a registration statement on Form S-4, which includes a proxy statement of Qorvo that also constitutes a prospectus for

the shares of Skyworks common stock to be offered in the Mergers (collectively, the “Mergers Registration Statement and Proxy Statement/Prospectus”).

Each of Skyworks and Qorvo may also file other relevant documents with the SEC regarding the Mergers. This communication is not a substitute

for the proxy statement/prospectus or registration statement or any other document that Skyworks or Qorvo may file with the SEC. INVESTORS

AND SECURITY HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS

THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN

THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS.

Investors and security holders can obtain free copies of the registration statement and proxy statement/prospectus and other documents

containing important information about Skyworks, Qorvo and the Mergers filed with the SEC through the website maintained by the SEC at

www.sec.gov. 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.

Item 9.01 Financial Statements and Exhibits

(d)            Exhibits

Exhibit

Number

Description

99.1

Registrant’s Press Release dated May 20, 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.

May 20, 2026

Skyworks Solutions, Inc.

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: tm2615189d1_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 Commences Exchange Offers and Consent

Solicitations for Qorvo’s Senior Notes due 2029 and 2031

IRVINE, Calif., May 20, 2026 –

Skyworks Solutions, Inc. (Nasdaq: SWKS) (“Skyworks”), a leading developer, manufacturer and provider of analog and mixed-signal

semiconductors and solutions for numerous applications, today announced that, in connection with its anticipated acquisition of Qorvo, Inc.

(“Qorvo”), Skyworks has commenced offers to holders of Qorvo Notes (as defined below) to exchange (the “Exchange Offers”)

any and all outstanding 4.375% Senior Notes due 2029 (the “2029 Qorvo Notes”) and any and all outstanding 3.375% Senior Notes

due 2031 issued by Qorvo (the “2031 Qorvo Notes” and, together with the 2029 Qorvo Notes, the “Qorvo Notes”),

for, (1) with respect to the 2029 Qorvo Notes, up to $850,000,000 aggregate principal amount of new 4.375% Senior Notes due 2029

(the “New 2029 Skyworks Notes”) issued by Skyworks or, (2) with respect to the 2031 Qorvo Notes, up to $700,000,000 aggregate

principal amount of new 3.375% Senior Notes due 2031 (together with the New 2029 Skyworks Notes, the “New Skyworks Notes”)

issued by Skyworks. The Exchange Offers and Consent Solicitations (as defined herein) are being conducted in connection with, and are

conditioned upon, among other things, the closing of the transactions pursuant to which Qorvo will merge with and into a subsidiary of

Skyworks (the “Mergers”), with such subsidiary continuing as the surviving entity and a wholly-owned subsidiary of Skyworks,

which condition may not be waived by Skyworks.

In conjunction with the Exchange Offers, Skyworks,

on behalf of Qorvo, is soliciting consents (the “Consent Solicitations”) to adopt certain proposed amendments to each indenture

governing the applicable series of Qorvo Notes to, among other changes, eliminate substantially all of the restrictive covenants, certain

affirmative covenants and certain events of default (the “Proposed Amendments”) in exchange for the Consent Payment (as defined

herein).

The New Skyworks Notes will have the same interest payment dates, maturity date and interest rate as the applicable series of Qorvo Notes.

Each series of New Skyworks Notes will replace the fixed redemption schedule currently included in the corresponding series of Qorvo Notes

with a customary investment grade redemption schedule, including a three-month par call date and make-whole mechanism as further described

in the Registration Statement (as defined herein).

The following table sets forth the applicable Consent

Payment, the Exchange Consideration (as defined below), the Early Participation Premium (as defined below) and the Total Consideration

(as defined below) for the Qorvo Notes:

1

Title of

Series

CUSIP/ISIN

No.

Principal

Amount

Outstanding

Consent

Payment(1)

Exchange

Consideration(2)

Early

Participation

Premium(3)

Total

Consideration(4)

4.375% Senior Notes due 2029

Registered: 74736KAH4/

US74736KAH41

144A:

74736KAG6 /

US74736KAG67

Regulation S:

U7471QAF1 /

USU7471QAF10

$850,000,000

$2.50 to $5.00 in cash

$950.00 principal amount of Skyworks 4.375% Notes due 2029

$50.00 principal amount of Skyworks 4.375% Senior Notes due 2029

$1,000 principal amount of Skyworks 4.375% Notes due 2029 and $2.50 to $5.00 in cash

3.375% Senior Notes due 2031

144A:

74736KAJ0 /

US74736KAJ07

Regulation S:

U7471QAJ3 /

USU7471QAJ32

$700,000,000

$2.50 to $5.00 in cash

$950.00 principal amount of Skyworks 3.375% Notes due 2031

$50.00 principal amount of Skyworks 3.375% Senior Notes due 2031

$1,000 principal amount of Skyworks 3.375% Notes due 2031 and $2.50 to $5.00 in cash

(1) Per $1,000 principal amount of the applicable series of Qorvo

Notes validly tendered and not validly withdrawn at or prior to the applicable Early Participation Date (as defined herein), the applicable

Consent Payment will be an amount equal to the product of $2.50 multiplied by a fraction, the numerator of which is the aggregate principal

amount of such series of Qorvo Notes outstanding as of such Early Participation Date and the denominator of which is the aggregate principal

amount of such series of Qorvo Notes validly tendered and not validly withdrawn at or prior to such Early Participation Date. As a result,

the applicable Consent Payment for a series of Qorvo Notes will range from $2.50 per $1,000 principal amount (if all holders of such

series of Qorvo Notes tender) to approximately $5.00 per $1,000 principal amount (if holders tender a majority of the aggregate principal

amount of such series of Qorvo Notes). Any Consent Payment will be paid on the applicable Settlement Date (as defined herein).

For the avoidance of doubt, a holder that validly tenders Qorvo Notes and delivers (and does not validly revoke) a consent at or prior

to the applicable Early Participation Date, but withdraws such Qorvo Notes after such Early Participation Date but prior to the applicable

Expiration Date, will be eligible to receive the applicable Consent Payment, even if such holder has withdrawn their Qorvo Notes after

the applicable Early Participation Date or such holder is no longer the beneficial owner of such Qorvo Notes at such Expiration Date.

Consents may not be revoked after the applicable Consent Revocation Deadline (as defined herein).

(2)

For each $1,000 principal amount of the applicable series of Qorvo Notes accepted for exchange.

(3)

For each $1,000 principal amount of the applicable series of Qorvo Notes validly tendered and not validly withdrawn at or prior to the applicable Early Participation Date and accepted for exchange.

(4)

For each $1,000 principal amount of the applicable series of Qorvo Notes. Includes the applicable Consent Payment, Exchange Consideration and Early Participation Premium. For the avoidance of doubt, (i) consents may not be revoked after the applicable Consent Revocation Deadline, and (ii) unless the applicable Exchange Offer is amended, in no event will any holder of Qorvo Notes be eligible to receive more than $1,000 aggregate principal amount of Skyworks Notes for each $1,000 aggregate principal amount of the applicable series of Qorvo Notes accepted for exchange.

2

The Exchange Offers and Consent Solicitations are

being made pursuant to the terms and subject to the conditions set forth in Skyworks’ pre-effective registration statement on Form S-4

(including the prospectus contained therein, which is subject to change, the “Registration Statement”) filed with the U.S.

Securities and Exchange Commission (the “SEC”) on May 20, 2026.

The Exchange Offers will expire at 5:00 p.m., New

York City time, on September 1, 2026, unless extended (as it may be extended, the “Expiration Date”). The settlement

date (the “Settlement Date”) will be promptly after the Expiration Date and is expected to occur no earlier than the second

business day after the closing date of the Mergers.

Each Exchange Offer and Consent Solicitation is

conditioned upon, among other things, (i) a minimum of a majority of the aggregate principal amount of Qorvo Notes of such series

having been validly tendered and not validly withdrawn at or prior to the applicable Early Participation Date pursuant to the applicable

Exchange Offer for such series, which may be waived by Skyworks in its sole discretion, (ii) the Registration Statement having been

declared effective by the SEC, which condition may not be waived by Skyworks, and (iii) 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, in its sole discretion, may modify or

terminate either Exchange Offer and may extend the Early Participation Date, the Expiration Date and/or the Settlement Date with respect

to either Exchange Offer, subject to applicable law. Any such modification, termination or extension by Skyworks with respect to an Exchange

Offer will not automatically modify, terminate or extend the other Exchange Offer, but will automatically modify, terminate or extend

the respective Consent Solicitation, as applicable. Neither Exchange Offer nor Consent Solicitation is conditioned upon the respective

consummation of the other. The Exchange Offer and Consent Solicitation with respect to a series of Qorvo Notes is not conditioned upon

the consummation of the Exchange Offer or Consent Solicitation with respect to the other series of Qorvo Notes.

As indicated in the table above, for each $1,000

principal amount of the applicable series of Qorvo Notes validly tendered and not validly withdrawn at or prior to the applicable Early

Participation Date, holders of such Qorvo Notes will be eligible to receive a cash payment of an amount equal to the product of $2.50

multiplied by a fraction, the numerator of which is the aggregate principal amount of such series Qorvo Notes outstanding as of such Early

Participation Date and the denominator of which is the aggregate principal amount of such series of Qorvo Notes validly tendered and not

validly withdrawn at or prior to the applicable Early Participation Date (such amount for such series, the “Consent Payment”).

With respect to a series of Qorvo Notes, consents may not be revoked after the earlier of (i) 5:00 p.m., New York City time, on June 11,

2026, unless extended or terminated, and (ii) the date the supplemental indenture to the applicable indenture governing such series

of Qorvo Notes implementing the Proposed Amendments for such series of Qorvo Notes is executed (the earlier of (i) and (ii), the

“Consent Revocation Deadline”).

3

For each $1,000 principal amount of the applicable

series of Qorvo Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on June 11, 2026,

unless extended or terminated (such date and time, as the same may be extended, the “Early Participation Date”) and accepted

for exchange, holders of such series of Qorvo Notes will be eligible to receive an early participation premium, payable in principal amount

of the applicable series of New Skyworks Notes, equal to $50.00 (the “Early Participation Premium”); provided that such Qorvo

Notes held by the applicable holder have been validly tendered and not validly withdrawn at or prior to the applicable Early Participation

Date and either (A) such holder must not have validly withdrawn such Qorvo Notes at or prior to the applicable Expiration Date or

(B) if such Qorvo Notes held by such holder have been validly withdrawn at or prior to the applicable Expiration Date, such holder,

prior to such Expiration Date must have (i) validly re-tendered, and not validly withdrawn, such Qorvo Notes and (ii) submitted

the Early Participation VOI Number (as defined in the Registration Statement) with respect to such tendered Qorvo Notes.

For each $1,000 principal amount of the applicable

series of Qorvo Notes validly tendered and not validly withdrawn at or prior to the applicable Expiration Date and accepted for exchange,

holders of such Qorvo Notes will be eligible to receive $950 principal amount of the corresponding series of New Skyworks Notes (the “Exchange

Consideration”).

Skyworks will pay a soliciting dealer fee of $2.50

for each note per $1,000 principal amount of Qorvo Notes that are validly tendered prior to the applicable Expiration Date and not validly

withdrawn to retail brokers that are appropriately designated by their tendering holder clients to receive such fee, provided that such

fee will only be paid with respect to tenders by holders whose aggregate principal amount of Qorvo Notes is $250,000 or less.

The complete terms and conditions of the Exchange

Offers and Consent Solicitations are described in the Registration Statement, a copy of which may be obtained by contacting Global Bondholder

Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitation, at (855)

654-2015 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or contact@gbsc-usa.com. Questions regarding the terms and conditions of the Exchange Offers and Consent Solicitations should be directed

to the dealer manager, Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Collect: (212) 357-1452, Toll-Free: (800)

828-3182.

This press release does not constitute an offer

to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any

security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would

be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Registration Statement and only to such

persons and in such jurisdictions as is permitted under applicable law.

4

About Skyworks

Skyworks Solutions, Inc. is empowering the

wireless networking revolution. Skyworks is 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).

Safe Harbor Statement

This press release includes “forward-looking

statements.” Forward-looking statements relate to future events, including, but not limited to, the Exchange Offers, the Consent

Solicitations and the Mergers, as applicable. These forward-looking statements include information relating to future events, prospects,

expectations and results of Skyworks (e.g., certain projections and business trends, including with respect to future sales and revenue,

as well as plans for dividend payments). Forward-looking statements can often be identified by words such as “anticipates,”

“estimates,” “expects,” “forecasts,” “intends,” “believes,” “plans,”

“may,” “will” or “continue,” and similar expressions and variations or negatives of these words. All

such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially

and adversely from those projected and may affect Skyworks’ future operating results, financial position and cash flows.

5

These risks, uncertainties and other important

factors include: the risks of doing business internationally, including from trade war or trade protection measures (e.g., tariffs, retaliatory

tariffs and other countermeasures or taxes), increased import/export restrictions and controls (e.g., Skyworks’ ability to obtain

foreign-sourced raw materials, including from Chinese-based sources, as well as Skyworks’ ability to sell products to certain specified

foreign entities only pursuant to a limited export license from the U.S. Department of Commerce), the susceptibility of the semiconductor

industry and the markets addressed by Skyworks’, and Skyworks’ customers’, products to economic cycles or changes in

economic conditions, including inflation and recession that could result from trade war or trade protection measures; Skyworks’

reliance on a small number of key customers for a large percentage of Skyworks’ sales; decreased gross margins and loss of market

share as a result of increased competition; Skyworks’ ability to obtain design wins from customers; Skyworks’ ability to convert

design wins into revenue; market acceptance of Skyworks’ products

and Skyworks’ customers’ products, including market acceptance of new, emerging technologies such as AI; the mix and volume

of phone models sold by Skyworks’ largest customer; the potential impacts on Skyworks’ business, reputation, relationships,

results of operations, cash flows and financial condition as a result of the Mergers and related transactions with Qorvo; the possibility

that expected benefits related to such transactions with Qorvo may not materialize as expected; such transactions with Qorvo being timely

completed, if completed at all; regulatory approvals required for the Mergers and related transactions not being timely obtained, if obtained

at all, or being obtained subject to conditions; Skyworks or Qorvo’s business experiencing disruptions as a result of the Mergers

and related transactions or due to transaction-related uncertainty or other factors making it more difficult to maintain relationships

with employees, customers, other business partners or governmental entities; Skyworks and Qorvo being unable to successfully implement

integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all; the costs,

fees, expenses and other charges related to the Mergers and related transactions with Qorvo, including with respect to any related litigation;

reduced flexibility in operating Skyworks’ business as a result of the substantial amount of additional indebtedness Skyworks expects

to incur in connection with the Mergers and related transactions; delays in the deployment of commercial 5G networks or in consumer adoption

of 5G-enabled devices; the volatility of Skyworks’ stock price; changes in laws, regulations and/or policies that could adversely

affect Skyworks’ operations and financial results, the economy and Skyworks’ customers’ demand for Skyworks’ products,

or the financial markets and Skyworks’ ability to raise capital; fluctuations in Skyworks’ manufacturing yields due to Skyworks’

complex and specialized manufacturing processes; Skyworks’ ability to develop, manufacture and market innovative products, avoid

product obsolescence, reduce costs in a timely manner, transition Skyworks’ products to smaller geometry process technologies and

achieve higher levels of design integration; the quality of Skyworks’ products and any defect remediation costs; Skyworks’

products’ ability to perform under stringent operating conditions; the availability and pricing of third-party semiconductor foundry,

assembly and test capacity, raw materials, including rare earth and similar minerals, supplier components, equipment and shipping and

logistics services, including limits on Skyworks’ customers’ ability to obtain such services and materials; risks that Skyworks

may not be able to optimize Skyworks’ manufacturing footprint and achieve any financial and operational benefits from such efforts,

including reducing fixed costs or improving utilization rates, disruptions to Skyworks’ manufacturing processes, including relating

to any relocation of Skyworks’ key facilities; Skyworks’ ability to successfully manage Skyworks’ senior management

transitions; Skyworks’ ability to retain, recruit and hire key executives or the departure of any such executives, technical personnel

and other employees in the positions and numbers, with the experience and capabilities, and at the compensation levels needed to implement

Skyworks’ business and product plans; the timing, rescheduling or cancellation of significant customer orders and Skyworks’

ability, as well as the ability of Skyworks’ customers, to manage inventory; other economic, social, military and geopolitical conditions

in the countries in which Skyworks, Skyworks’ customers or Skyworks’ suppliers operate, including the conflicts in Ukraine, Iran

and other regions in the Middle East, possible disruptions in transportation networks, and fluctuations in foreign currency exchange rates;

the effects of global health crises on business conditions in Skyworks’ industry, including the risk of significant disruptions

to Skyworks’ business operations, as well as negative impacts to Skyworks’ financial condition; Skyworks’ ability to

prevent theft of Skyworks’ intellectual property, disclosure of confidential information or breaches of Skyworks’ information

technology systems; uncertainties of litigation, including our ongoing securities litigation, potential disputes over intellectual property infringement and rights, as well

as payments related to the licensing and/or sale of such rights; Skyworks’ ability to continue to grow and maintain an intellectual

property portfolio and obtain needed licenses from third parties; Skyworks’ ability to make certain investments and acquisitions,

integrate companies Skyworks acquires and/or enter into strategic alliances; and other risks and uncertainties, including those detailed

from time to time in Skyworks’ filings with the Securities and Exchange Commission.

6

The forward-looking statements contained in this

press release are made only as of the date hereof, and Skyworks undertakes no obligation to update or revise the forward-looking statements,

whether as a result of new information, future events or otherwise.

Additional Information about the Mergers and

Where to Find It

In connection with the Mergers, Skyworks has filed

with the SEC a registration statement on Form S-4, which includes a proxy statement of Qorvo that also constitutes a prospectus for

the shares of Skyworks common stock to be offered in the Mergers (collectively, the “Mergers Registration Statement and Proxy Statement/Prospectus”).

Each of Skyworks and Qorvo may also file other relevant documents with the SEC regarding the Mergers. This communication is not a substitute

for the proxy statement/prospectus or registration statement or any other document that Skyworks or Qorvo may file with the SEC. INVESTORS

AND SECURITY HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS

THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN

THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS.

Investors and security holders can obtain free copies of the Mergers Registration Statement and Proxy Statement/Prospectus and other documents

containing important information about Skyworks, Qorvo and the Mergers filed with the SEC through the website maintained by the SEC at

www.sec.gov. 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.

Investor Contacts

Raji Gill

Investor Relations

(949) 508-0973

Raji.Gill@skyworksinc.com

7

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