Form 8-K

8-K — Qorvo, Inc.

Accession: 0000950103-26-008680

Filed: 2026-06-09

Period: 2026-06-04

CIK: 0001604778

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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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

June 4, 2026

Date of Report (Date of earliest event reported)

Qorvo, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36801

46-5288992

(State

or Other Jurisdiction of Incorporation)

(Commission

File Number)

(I.R.S.

Employer Identification No.)

7628 Thorndike

Road, Greensboro,

North Carolina 27409-9421

(Address of principal executive offices)

(Zip Code)

(336)

664-1233

Registrant's telephone number, including area code

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:

☐ 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, $0.0001 par value

QRVO

The Nasdaq Stock Market LLC

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 5.02. Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fiscal Year 2027 Performance-Based

Restricted Stock Awards and Performance Criteria

On June 4, 2026,

the Compensation Committee (the “Committee”) of the Board of Directors of Qorvo, Inc. (the “Company”) approved

awards of performance-based restricted stock units (“PBRSUs”) for fiscal year 2027 in accordance with the Qorvo, Inc. 2022

Stock Incentive Plan (the “2022 Plan”) to each of the Company’s named executive officers. Each PBRSU, in addition to

being subject to customary terms and conditions as set forth in the 2022 Plan and PBRSU award agreement, is subject to specified performance

and service conditions and represents a performance-based award to receive an amount of the Company’s common stock at a future

date. The fair market value for each share of the Company’s common stock underlying the PBRSUs was established by the Committee

in accordance with the 2022 Plan at $103.97 per share, which was the closing price of the Company’s common stock as reported on

the Nasdaq Global Select Market on June 4, 2026.

The Committee approved

the grant of PBRSUs that will be earned based upon the Company’s achievement of certain key Company financial metrics that the

Committee believes have a strong potential to impact longer-term stockholder value creation (the “FY2027 PBRSUs”). The determination

of these financial metrics was made by the Committee in response to shareholder feedback received following the results of the advisory

say-on-pay proposal vote held at the Company’s 2025 annual meeting of stockholders, including the removal of objectives-based performance

metrics which had been used in prior years. Under the FY2027 PBRSU program approved by the Committee, 50% of the target grant date value

of the FY2027 PBRSUs will be earned based upon the Company’s achievement of certain non-GAAP operating income objectives over three,

one-year performance periods consisting of fiscal years 2027, 2028 and 2029, 25% of the target grant date value of the FY2027 PBRSUs

will be earned based upon the Company’s achievement of certain gross margin objectives over three, one-year performance periods

consisting of fiscal years 2027, 2028 and 2029, and 25% of the target grant date value of the FY2027 PBRSUs will be earned based upon

the Company’s achievement of certain revenue objectives over a single, one-year performance period consisting of fiscal year 2029.

Each officer may earn up to 200% of the target number of FY2027 PBRSUs for each financial metric if the performance objectives are met

in full.

The shares subject

to the FY2027 PBRSUs will not be earned unless and until the Committee determines and certifies the extent, if any, to which the performance

objectives have been satisfied following completion of each applicable performance period and, except as otherwise provided in the relevant

PBRSU award agreement, the officer satisfies the applicable service requirement set forth in such agreement. The FY2027 PBRSUs earned

by the officer with respect to a fiscal year, if any, will vest on the date of the Committee’s certification.

The target number

of shares of the Company’s common stock subject to the FY2027 PBRSUs for each performance objective is as follows:

Name

Non-GAAP Operating

Income

(assuming target

performance)

Non-GAAP Gross

Margin

(assuming target

performance)

Revenue

(assuming target

performance)

Robert A. Bruggeworth

President and Chief Executive

Officer

33,183

16,591

Grant A. Brown

Senior Vice President and Chief

Financial Officer

8,946

4,472

Philip J. Chesley

Senior Vice President and President

of High Performance Analog

6,637

3,318

Steven E. Creviston

Senior Vice President and President

of Connectivity & Sensors

5,772

2,885

Paul J. Fego

Senior Vice President of Global

Operations

8,079

4,040

Retention Award

Also on June 4,

2026, the Committee approved a retention award under the 2022 Plan to Mr. Chesley to secure his continued focus and incentivize continued

growth of the Company’s HPA segment (the “Retention Award”). The Retention Award is comprised of a combination of 9,618

service-based restricted stock units (“RSUs”), which vest in two equal annual installments on each of the first two anniversaries

of the grant date, and 9,618 PBRSUs, which will be earned based upon the Company’s achievement of organic HPA revenue growth objectives

over two, one-year performance periods consisting of fiscal years 2027 and 2028. Mr. Chelsey may earn up to 100% of the PBRSUs if the

performance objectives are met in full. Vesting of the Retention Award is subject to Mr. Chesley’s continued employment through

the applicable vesting or performance achievement date, and will not be eligible for any continued vesting following a termination of

Mr. Chesley’s employment for any reason, except that the RSUs (but not the PBRSUs) will be eligible to vest in full in the event

of a qualifying termination of Mr. Chesley’s employment in connection with a change in control as provided under his Amended and

Restated Change in Control Agreement with the Company. In addition, upon the occurrence of a change in control, the Retention Award will

be assumed by and converted into an award of the acquiror or successor (or its parent) in such change in control and will remain subject

to the vesting conditions described above, including with respect to the achievement of the performance objectives. For clarity, upon

the closing of the Company’s previously announced merger with Skyworks Solutions, Inc. (“Skyworks”), notwithstanding

anything to the contrary in the Agreement and Plan of Merger entered into between the Company and Skyworks, the performance objectives

applicable to the PBRSUs will not be measured at the closing (as contemplated thereby) and will instead remain in place and eligible

to be earned in accordance with its terms following the closing date. The fair market value for each share of the Company’s common

stock underlying the Retention Award was established by the Committee in accordance with the 2022 Plan at $103.97 per share, which was

the closing price of the Company’s common stock as reported on the Nasdaq Global Select Market on June 4, 2026.

The foregoing description

of the Retention Award does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the award

agreement governing the Retention Award, a copy of which will be attached as an exhibit to the Company’s Quarterly Report on Form

10-Q filed for the quarter ending June 27, 2026.

SIGNATURE

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.

Qorvo, Inc.

By:

/s/

Grant A. Brown

Grant

A. Brown

Senior

Vice President and Chief Financial Officer

Date: June 8, 2026

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