Form 8-K

8-K — SKYWORKS SOLUTIONS, INC.

Accession: 0001104659-26-114359

Filed: 2026-10-07

Period: 2026-10-07

CIK: 0000004127

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2626934d2_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2626934d2_ex4-1.htm)

EX-4.3 — EXHIBIT 4.3 (tm2626934d2_ex4-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2626934d2_8k.htm · Sequence: 1

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0000004127

2026-10-07

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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)

the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): October 7, 2026

Skyworks

Solutions, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-05560

04-2302115

(State or other jurisdiction

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:

¨ 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 1.01

Entry into a Material Definitive Agreement.

Exchange Offers and Consent Solicitations

October 7, 2026 (the “Settlement Date”), Skyworks Solutions, Inc. (the “Company”) completed its previously announced

offers to holders (1) to exchange (the “Exchange Offers”) (i) any and all outstanding 4.375% Senior Notes due 2029

(the “2029 Qorvo Notes”) issued by Qorvo, Inc. (“Qorvo”) for up to $850,000,000 aggregate principal amount of

new 4.375% Senior Notes due 2029 (the “New 2029 Skyworks Notes”) issued by the Company and (ii) any and all outstanding 3.375%

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

by Qorvo for up to $700,000,000 aggregate principal amount of new 3.375% Senior Notes due 2031 (the “New 2031 Skyworks Notes”

and, together with the New 2029 Skyworks Notes, the “New Skyworks Notes”) issued by the Company and (2) to pay cash for the

related consent solicitations (the “Consent Solicitations”) to adopt certain proposed amendments (the “Proposed Amendments”)

to each indenture governing the applicable series of Qorvo Notes (each, a “Qorvo Indenture” and, together, the “Qorvo

Indentures”). The Exchange Offers and Consent Solicitations were made 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 U.S. Securities and Exchange Commission on May 29, 2026 (as it may be amended or supplemented from time to time, the “Prospectus”).

Pursuant to the Exchange Offers

and Consent Solicitations, the aggregate principal amount of Qorvo Notes set forth in the table below were validly tendered and subsequently

accepted. Such accepted Qorvo Notes will be retired and canceled and will not be reissued. Following such cancellation, the aggregate

principal amount of the Qorvo Notes set forth in the table below will remain outstanding. The Exchange Offers, as extended, expired at

5:00 p.m. New York City time on October 5, 2026 and are no longer open to participation by any holders of the Qorvo Notes.

Title of Series of Qorvo Notes

Aggregate

Principal Amount

Tendered and

Accepted

Aggregate

Principal Amount

Outstanding

Following Settlement

4.375% Senior Notes due 2029

$ 779,384,000

$ 70,616,000

Registered: 74736KAH4 / US74736KAH41

144A: 74736KAG6 / US74736KAG67

Regulation S: U7471QAF1 / USU7471QAF10

3.375% Senior Notes due 2031

$ 647,096,000

$ 52,904,000

144A: 74736KAJ0 / US74736KAJ07

Regulation S: U7471QAJ3 / USU7471QAJ32

Prior to the Settlement Date

of the Exchange Offers and Consent Solicitations, and upon receipt of the requisite consents to adopt the Proposed Amendments with respect

to each series of Qorvo Notes, Qorvo entered into two supplemental indentures with the trustee for the Qorvo Notes and the subsidiary

guarantors party thereto – one for each series of Qorvo Notes (the “Supplemental Indentures”). The Proposed Amendments

became effective upon the execution of each Supplemental Indenture. However, depending on the specific amendment, the Proposed Amendments

became operative (i) immediately upon the Settlement Date or (ii) immediately prior to the closing of transactions pursuant to which Qorvo

merged with and into a subsidiary of Skyworks, with such subsidiary continuing as the surviving entity and a wholly-owned subsidiary of

Skyworks.

In connection with the settlement

of the Exchange Offers and Consent Solicitations, on October 7, 2026, the Company issued (i) $778,096,000 aggregate principal amount of

New 2029 Skyworks Notes and (ii) $646,805,000 aggregate principal amount of New 2031 Skyworks Notes. The New Skyworks Notes are governed

by an indenture, dated as of August 10, 2026 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company,

National Association (the “Trustee”), as supplemented by (i) the Fourth Supplemental Indenture with respect to the New 2029

Skyworks Notes, dated as of October 7, 2026 (the “Fourth Supplemental Indenture”), by and between the Company and the Trustee

and (ii) the Fifth Supplemental Indenture with respect to the New 2031 Skyworks Notes (the “Fifth Supplemental Indenture”),

dated as of October 7, 2026, by and between the Company and the Trustee. The New Skyworks Notes are senior unsecured obligations of the

Company. The New Skyworks Notes are effectively subordinated to the Company’s secured debt, to the extent of the value of the assets

securing that debt. The New Skyworks Notes are not obligations of any of the Company’s subsidiaries and, accordingly, are structurally

subordinated to all obligations of the Company’s subsidiaries. The New 2029 Skyworks Notes will bear interest at a rate of 4.375%

per annum and will mature on October 15, 2029. The New 2031 Skyworks Notes will bear interest at a rate of 3.375% per annum and will mature

on April 1, 2031.

The foregoing summary of the

New Skyworks Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Base Indenture,

which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2026, (ii) the Fourth Supplemental

Indenture attached as Exhibit 4.1 hereto, (ii) the form of the New 2029 Skyworks Notes attached as Exhibit 4.2 hereto, (iii) the Fifth

Supplemental Indenture attached as Exhibit 4.3 hereto and (iv) the form of the New 2031 Skyworks Notes attached as Exhibit 4.4 hereto,

the terms of which are in each case incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description contained under Item 1.01 above

is hereby incorporated by reference in its entirety into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

4.1

Fourth Supplemental Indenture, dated as of October 7, 2026, by and between Skyworks Solutions, Inc. and U.S. Bank Trust Company, National Association

4.2

Form of 4.375% Senior Note due 2029 (included in Exhibit 4.1 of this Current Report on Form 8-K).

4.3

Fifth Supplemental Indenture, dated as of October 7, 2026, by and between Skyworks Solutions, Inc. and U.S. Bank Trust Company, National Association

4.4

Form of 3.375% Senior Note due 2031 (included in Exhibit 4.3 of this Current Report on Form 8-K).

104

Cover Page Interactive Data File (formatted as inline XBRL document)

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.

October 7, 2026

Skyworks Solutions, Inc.

By:

/s/ Philip Carter

Name: Philip Carter

Title: Senior Vice President and Chief Financial Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2626934d2_ex4-1.htm · Sequence: 2

Exhibit 4.1

SKYWORKS SOLUTIONS, INC.

(as Issuer)

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(as Trustee)

Fourth Supplemental Indenture

4.375% Senior Notes due 2029

Dated as of October 7, 2026

TABLE OF CONTENTS

Page

Article I

DEFINITIONS

Section 1.1

Definitions

Article II

TERMS OF THE NOTES

Section 2.1

Title

Section 2.2

Aggregate Principal Amount

Section 2.3

Maturity

Section 2.4

Interest

Section 2.5

Place of Payment

Section 2.6

Optional Redemption

Section 2.7

Change of Control Repurchase

Section 2.8

Issue Date

Section 2.9

Issue Price

Section 2.10

Definitive and Global Notes

Section 2.11

Denomination

Section 2.12

Defeasance and Discharge of Covenants upon Deposit

of Moneys, U.S. Government Obligations

THIS

FOURTH SUPPLEMENTAL INDENTURE, between Skyworks Solutions, Inc., a Delaware corporation (the “Issuer”),

having its principal office at 5260 California Avenue, Irvine, California 92617, and U.S. Bank Trust Company, National Association,

as trustee (the “Trustee”), is made and entered into as of this seventh day of October, 2026.

RECITALS OF THE ISSUER

WHEREAS,

the Issuer and the Trustee executed and delivered an Indenture dated as of August 10, 2026 (the “Indenture”),

to provide for the issuance by the Issuer from time to time of debt securities;

WHEREAS, capitalized terms

used herein, not otherwise defined, shall have the same meanings given them in the Indenture, as supplemented;

WHEREAS, the Issuer consummated

the transactions under that certain Agreement and Plan of Merger, dated as of October 27, 2025, by and among the Issuer, Comet Acquisition

Corp., a Delaware corporation (“Merger Sub I”), Comet Acquisition II, LLC, a Delaware limited liability company (“Merger

Sub II”), and Qorvo, Inc., a Delaware corporation (“Qorvo”), pursuant to which, upon the terms and

subject to the conditions set forth therein, Merger Sub I merged with and into Qorvo (the “First Merger”), with Qorvo

as the surviving entity in the First Merger (the “Surviving Corporation”) and a wholly owned subsidiary of the Issuer,

and immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving

Corporation merged with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”),

with Merger Sub II as the surviving entity in the Second Merger and a wholly owned subsidiary of the Issuer;

WHEREAS, in connection with

the Mergers, the Issuer hereby establishes under the Indenture a new series of debt securities, to be issued in exchange for 4.375% Senior

Notes due 2029 of Qorvo (the “2029 Qorvo Notes”), pursuant to an exchange offer conducted pursuant to a prospectus,

dated May 20, 2026 (the “Qorvo Exchange Offer”), the settlement date of which exchange offer is occurring on

the date hereof;

WHEREAS,

the Issuer has authorized the issuance of up to $850,000,000 aggregate principal amount of 4.375% Senior Notes due 2029 (the “Senior

Notes”), to be issued in exchange for the 2029 Qorvo Notes;

WHEREAS, the Issuer desires

to establish the terms of the Senior Notes in accordance with Section 2.01 of the Indenture; and

WHEREAS, this Fourth Supplemental

Indenture shall modify the Indenture only with respect to the Senior Notes.

NOW, THEREFORE, it is mutually

agreed as follows:

Article I

DEFINITIONS

Section 1.1      Definitions.

For all purposes of this Fourth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

“Change

of Control” means the occurrence of any of the following:  (1) the direct or indirect sale, lease,

transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions,

of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole to any “person”

(as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than the Issuer or one of its

Subsidiaries; (2) the adoption of a plan relating to the Issuer’s liquidation or dissolution; (3) the consummation of

any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or

“group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than the Issuer or its Subsidiaries,

becomes the beneficial owner (as defined in Rules 13(d)(3) and 13(d)(5) of the Exchange Act), directly or indirectly,

of more than 50% of the combined voting power of the Issuer’s Voting Stock or other Voting Stock into which the Issuer’s

Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (4) the

Issuer consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into the Issuer, in

any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or such other person is converted

into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the

Issuer outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting

Stock of the surviving person immediately after giving effect to such transaction.

“Change

of Control Repurchase Event” means the occurrence of both a Change of Control and a Ratings Event.

“Corporate

Trust Office” means the office of the Trustee in the contiguous United States at which at any particular time this Fourth

Supplemental Indenture shall be principally administered, which office at the date hereof is located at U.S. Bank Trust Company, National

Association, 633 West Fifth Street, 24th Floor, Los Angeles, CA 90071, Attn. B. Scarbrough (Skyworks Solutions, Inc.).

“Fitch”

means Fitch Ratings Inc., or any successor to the rating agency business thereof.

“Fourth

Supplemental Indenture” means this Fourth Supplemental Indenture, as amended or supplemented from time to time.

“Investment

Grade” means a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P)

or a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); and the equivalent investment

grade credit rating from any additional Rating Agency or Rating Agencies selected by the Issuer.

“Par

Call Date” means July 15, 2029 (three months prior to the Maturity Date of the Senior Notes).

“Rating

Agency” means (1) each of S&P and Fitch; and (2) if any of S&P and Fitch ceases to rate the Senior

Notes or fails to make a rating of the Senior Notes publicly available for reasons outside of the control of the Issuer, a “nationally

recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Issuer

(as certified by a resolution of the Board of Directors) as a replacement for such rating agency.

“Ratings

Event” means the rating of the Senior Notes is lowered by both Rating Agencies and the Senior Notes are rated below

Investment Grade by both Rating Agencies on any day during the period (which period shall be extended so long as the rating of the Senior

Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing on the earlier of

(x) the date of the first public notice of the occurrence of a Change of Control and (y) the date of public notice of an agreement

that, if consummated, would result in a Change of Control and ending 60 days following consummation of such Change of Control; provided,

however, that a Ratings Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in

respect of a particular Change of Control (and thus will not be deemed a Ratings Event for purposes of the definition of Change of Control

Repurchase Event) unless the Rating Agency making the reduction in rating to which this definition would otherwise apply announces or

publicly confirms or informs the Trustee in writing at the Issuer’s or the Trustee’s request that the reduction was the result

of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the

Ratings Event).

“Record Date”

means any date as of which the Holder of a Senior Note (or the 2029 Qorvo Note that has been exchanged for such Senior Note in the Qorvo

Exchange Offer) will be determined for any purpose described herein, such determination to be made as of the close of business on such

date by reference to the Security Register, and in relation to a determination of a payment of an installment of interest on the Senior

Notes, shall have the meaning specified in the Senior Notes.

“Senior

Notes” has the meaning assigned in the Recitals.

“S&P”

means Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.

“Treasury

Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following

two paragraphs:

· The

Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after

such time as yields on U.S. government securities are posted daily by the Board of Governors

of the Federal Reserve System), on the third business day preceding the Redemption Date based

upon the yield or yields for the most recent day that appear after such time on such day

in the most recent statistical release published by the Board of Governors of the Federal

Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any

successor designation or publication) (“H.15”) under the caption “U.S.

government securities–Treasury constant maturities–Nominal” (or any successor

caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer

shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15

exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining

Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly

equal to the Remaining Life, the two yields – one yield corresponding to the Treasury

constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury

constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate

to the Par Call Date on a straight-line basis (using the actual number of days) using such

yields and rounding the result to three decimal places; or (3) if there is no such Treasury

constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the

single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of

this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be

deemed to have a maturity date equal to the relevant number of months or years, as applicable,

of such Treasury constant maturity from the Redemption Date.

· If

on the third Business Day preceding the Redemption Date H.15 TCM is no longer published,

the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual

equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day

preceding such Redemption Date of the United States Treasury security maturing on, or with

a maturity that is closest to, the Par Call Date, as applicable. If there is no United States

Treasury security maturing on the Par Call Date but there are two or more United States Treasury

securities with a maturity date equally distant from the Par Call Date, one with a maturity

date preceding the Par Call Date and one with a maturity date following the Par Call Date,

the Issuer shall select the United States Treasury security with a maturity date preceding

the Par Call Date. If there are two or more United States Treasury securities maturing on

the Par Call Date or two or more United States Treasury securities meeting the criteria of

the preceding sentence, the Issuer shall select from among these two or more United States

Treasury securities the United States Treasury security that is trading closest to par based

upon the average of the bid and asked prices for such United States Treasury securities at

11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms

of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury

security shall be based upon the average of the bid and asked prices (expressed as a percentage

of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security,

and rounded to three decimal places.

“Voting

Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to

vote generally in the election of the board of directors of such Person.

Article II

TERMS

OF THE NOTES

Section 2.1      Title.

The Senior Notes (i) are hereby established under the Indenture, (ii) shall constitute a series of Notes having the title “4.375%

Senior Notes due 2029” to be issued on the date hereof in connection with the Qorvo Exchange Offer and (iii) shall be in the

form attached as Exhibit A.

Section 2.2      Aggregate

Principal Amount. The aggregate principal amount of the Senior Notes that may be authenticated and delivered under this Fourth Supplemental

Indenture shall be no greater than $850,000,000; provided that the Issuer complies with the provisions of this Fourth Supplemental

Indenture.

Section 2.3      Maturity.

The entire outstanding principal amount of the Senior Notes shall be payable on October 15, 2029.

Section 2.4      Interest.

The Senior Notes shall accrue interest at a rate of 4.375% per year. Interest shall accrue on the Senior Notes from the most recent Interest

Payment Date to or for which interest has been paid or duly provided for (or if no interest has been paid or duly provided for, from

April 15, 2026), payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15,

2026. The Record Dates for payment of interest shall be April 1 and October 1 of each year; provided, that for October 15,

2026, interest shall be payable to Holders of record as of such Interest Payment Date.

Section 2.5      Place

of Payment. The place where the principal of (and premium, if any) and interest, if any, with respect to the Senior Notes shall be

payable shall be the Corporate Trust Office.

Section 2.6      Optional

Redemption.

(a)          The

Senior Notes shall be redeemable at any time, and from time to time, by the Issuer pursuant to the optional redemption provisions of

this Section 2.6.

(b)          Prior

to the Par Call Date, the Issuer may redeem the Senior Notes at its option at any time, and from time to time, in whole or in part. If

the Issuer elects to redeem the Senior Notes prior to the Par Call Date, it will pay a Redemption Price (expressed as a percentage of

principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present

values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Senior Notes

matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate

plus 15 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount

of the Senior Notes to be redeemed,

plus, in each case, accrued and unpaid

interest thereon to, but not including, the Redemption Date.

In addition, at any time

and from time to time, on or after the Par Call Date, the Issuer may redeem the Senior Notes at its option, either in whole or in part,

at a Redemption Price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed on the Redemption Date, plus

accrued and unpaid interest on the Senior Notes to, but not including, the Redemption Date.

Any redemption pursuant to

this Section 2.6(b) shall be made pursuant to the provisions of Section 2.01(1)(v)(f) and Article X of the Indenture.

Section 2.7      Change

of Control Repurchase.

(a)          If

a Change of Control Repurchase Event occurs, except as set forth in paragraph (f) below or unless the Issuer has redeemed (or given

notice of redemption of) the Senior Notes as set forth in Section 2.6, the Issuer shall be required to make an offer to each Holder

of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that

Holder’s Senior Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased

plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.

(b)          Within

45 days following any Change of Control Repurchase Event or, at the option of the Issuer, prior to any Change of Control, but after the

public announcement of the Change of Control, the Issuer shall send a notice to each Holder, with a copy to the Trustee, describing the

transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior

Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date

such notice is sent. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase

is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to

the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of

Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.7,

the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations

under this Section 2.7 by virtue of compliance with such securities laws or regulations.

(d)          On

the repurchase date following a Change of Control Repurchase Event, the Issuer shall, to the extent lawful:

(i)          accept

for payment all the Senior Notes or portions of the Senior Notes properly tendered (and not withdrawn) pursuant to its offer;

(ii)          deposit

with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes

so accepted for payment; and

(iii)          deliver

or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the

aggregate principal amount of Senior Notes being purchased by the Issuer.

(e)          The

Paying Agent shall promptly mail or deliver by wire transfer (or otherwise in accordance with the procedures of the Depositary) to each

Holder of Senior Notes so accepted for payment the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and

mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion

of any Senior Notes surrendered.

(f)          The

Issuer shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party

makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and

such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.

(g)          Should

the Issuer choose to exercise its rights under Section 3.01 or 3.02 of the Indenture, it shall no longer be obligated to make an

offer to repurchase the Senior Notes following a Change of Control Repurchase Event.

Section 2.8      Issue

Date. The issue date (the “Issue Date”) of the Senior Notes is October 7, 2026.

Section 2.9      Issue

Price. The issue price of the Senior Notes is 100% of the aggregate principal amount of the Senior Notes.

Section 2.10      Definitive

and Global Notes. The Senior Notes are issuable in whole or in part in the form of Global Notes and the Depositary for such Global

Notes shall be The Depository Trust Company.

Section 2.11      Denomination.

The Senior Notes shall be issued in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 2.12      Defeasance

and Discharge of Covenants upon Deposit of Moneys, U.S. Government Obligations.

(a)          Sub-clause

(b) of the first paragraph of Section 3.02 of the Indenture is hereby supplemented to add after “9.07” thereof:

“and Section 2.7 of the Fourth Supplemental

Indenture”

(b)          The

last sentence of the third to last paragraph of Section 3.02 of the Indenture is hereby supplemented to add to the end thereof:

“and the Issuer shall no longer be obligated

to make an offer under Section 2.7 of the Fourth Supplemental Indenture upon the occurrence of a Change of Control.”

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties

hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first above written.

SKYWORKS SOLUTIONS, INC.

By:

/s/ Philip Carter

Name:

Philip Carter

Title:

Senior Vice President and Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By:

/s/ Bradley E.

Scarbrough

Name:

Bradley E. Scarbrough

Title:

Vice President

EXHIBIT A

Form of Senior Note

THIS IS A GLOBAL NOTE WITHIN

THE MEANING OF THE INDENTURE REFERRED TO HEREIN.

UNLESS

THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),

NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED

IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE

TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER

USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN

INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL

NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S

NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH

IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

No. R-[●]

4.375% Senior Note due 2029

CUSIP No. 83088MAM4

ISIN No. US83088MAM47

Principal Amount: $

SKYWORKS SOLUTIONS, INC.,

a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum listed on the Schedule of Increases

or Decreases in Global Note attached hereto on October 15, 2029.

Interest Payment Dates: April 15

and October 15, beginning on October 15, 2026.

Record Dates: April 1

and October 1; provided, that for October 15, 2026, interest shall be payable to Holders of record as of such Interest Payment

Date.

Additional provisions of

this Senior Note are set forth on the other side of this Senior Note.

IN WITNESS WHEREOF, the parties

have caused this instrument to be duly executed.

SKYWORKS SOLUTIONS, INC.

By:

Name:

Title:

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Senior Notes referred to in the Fourth Supplemental Indenture.

By:

Authorized signatory

[REVERSE SIDE OF NOTE]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The initial principal amount

of this Global Note is $ . The following increases or decreases in this Global Note have been made:

Date

Exchange

Amount

decrease in

Principal

Amount of this

Global Note

Amount

increase in

Principal

Amount of this

Global Note

Principal

amount

of this Global

Note following

such decrease or

increase

Signature

authorized

signatory of

Trustee

4.375% Senior Notes due 2029

1. Interest

SKYWORKS

SOLUTIONS, INC., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred

to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Senior Note

at the rate per annum shown above. The Issuer shall pay interest semiannually on April 15 and October 15 of each year, beginning

on October 15, 2026. The Record Dates for payment of interest shall be April 1 and October 1 of each year; provided, that

for October 15, 2026, interest shall be payable to Holders of record as of such Interest Payment Date. Interest on this Senior Note

shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly

provided for, from April 15, 2026 until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of

twelve 30-day months.

2.  Method

of Payment

The Issuer shall pay interest

on this Senior Note (except defaulted interest) to the Persons who are registered Holders at the close of business on the Record Date.

Holders must surrender this Senior Note to a Paying Agent to collect principal payments. Payment of principal of, and premium, if any,

and interest on this Senior Note registered in the name of or held by DTC or its nominee shall be made in immediately available funds

to DTC or its nominee, as the case may be, as the Holder of such Global Note. If any of the Senior Notes are no longer represented by

a Global Note, payment of interest on certificated Senior Notes in definitive form may, at the option of the Issuer, be made by (i) check

mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount

of Senior Notes, wire transfer to an account located in the United States by the payee.

3. Paying

Agent and Registrar

Initially,

U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”),

shall act as Paying Agent and Registrar. The Issuer may act as Paying Agent.

4. Indenture

The

Issuer issued this Senior Note under an Indenture dated as of August 10, 2026 (the “Base Indenture”),

between the Issuer and the Trustee, as supplemented by the Fourth Supplemental Indenture, dated as of October 7, 2026 (the “Fourth

Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The terms of this Senior

Note include those stated in the Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15

U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture

and not defined herein have the meanings ascribed thereto in the Indenture. This Senior Note is subject to all terms and provisions of

the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and

provisions. In the event of a conflict between any provision of this Senior Note and the Indenture, the Indenture shall govern such provision.

This Senior Note is a senior

unsecured obligation of the Issuer of which an unlimited aggregate principal amount may be at any one time Outstanding. The Indenture

imposes certain limitations on the ability of the Issuer and its Significant Subsidiaries to, among other things, create, incur, assume

or permit to exist Liens and enter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the ability of

the Issuer to consolidate or merge with or into another entity, or sell, lease, convey, transfer or otherwise dispose of all or substantially

all of the Issuer’s and its Subsidiaries’ property and assets (taken as a whole) to another entity.

5. Optional

Redemption

Prior

to July 15, 2029 (three months prior to the Maturity Date of this Senior Note) (the “Par Call Date”),

the Issuer may redeem the Senior Notes at its option at any time, and from time to time, in whole or in part. If the Issuer elects to

redeem the Senior Notes prior to the Par Call Date, it will pay a Redemption Price (expressed as a percentage of principal amount and

rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present

values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Senior Notes

matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate

plus 15 basis points, less (b) interest accrued to the date of redemption, and

(2) 100%

of the principal amount of the Senior Notes to be redeemed,

plus, in each case, accrued and unpaid

interest thereon to, but not including, the Redemption Date.

In addition, at any time

and from time to time, on or after the Par Call Date, the Issuer may redeem the Senior Notes at its option, either in whole or in part,

at a Redemption Price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed on the Redemption Date, plus

accrued and unpaid interest on the Senior Notes to, but not including, the Redemption Date.

6. Sinking

Fund

This Senior Note is not subject

to any sinking fund.

7. Notice

of Redemption

If the Issuer elects to redeem

this Senior Note pursuant to Section 5 hereof, notice of redemption shall be given by the Issuer or, at the Issuer’s request,

by the Trustee in the name and at the expense of the Issuer to the Holders; provided, that if the Issuer requests the Trustee to give

such notice, it shall provide an execution version of such notice to the Trustee at least five days prior to the date such notice is

required to be sent to the Holders (or such shorter period as shall be acceptable to the Trustee).

Such notice of redemption

to the Holders of this Senior Note at the option of the Issuer shall be given by first-class mail, postage prepaid, mailed or otherwise

delivered electronically or in accordance with the procedures of DTC to holders of Global Notes, with a copy to the Trustee, not fewer

than 10 nor more than 60 (unless in connection with a Discharge or Defeasance) days prior to the Redemption Date to each such Holder

at such Holder’s last address appearing in the Security Register (or by electronic delivery or pursuant to the applicable procedures

of the Depositary).

8. Repurchase

of this Senior Note at the Option of Holders upon Change of Control Repurchase Event

If a Change of Control Repurchase

Event occurs, unless the Issuer has redeemed (or given notice of redemption of) this Senior Note as described in the Indenture, the Issuer

will be required to make an offer to each Holder of this Senior Note to repurchase all or any part (in excess of $2,000 and in integral

multiples of $1,000 in excess thereof) of the applicable percentage of this Senior Note at a repurchase price in cash equal to 101% of

the aggregate principal amount of such percentage of this Senior Note plus any accrued and unpaid interest on this Senior Note repurchased

to, but not including, the date of repurchase, as provided in, and subject to the terms of, the Indenture.

9. Denominations;

Transfer; Exchange

Senior Notes may be issued

in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange

this Senior Note in accordance with the Indenture. Upon any transfer or exchange, the Issuer and the Trustee may require a Holder, among

other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.

The Issuer need not register the transfer of or exchange this Senior Note if selected for redemption (except, in the event it will be

redeemed in part, the portion not to be redeemed) or to transfer or exchange this Senior Note for a period of 15 days prior to a selection

of Senior Notes to be redeemed.

10. Persons

Deemed Owners

With certain exceptions,

the registered Holder of this Senior Note may be treated as the owner of it for all purposes.

11. Unclaimed

Money

Subject to applicable abandoned

property laws, if money for the payment of principal or interest, if any, remains unclaimed for two years, the Trustee shall pay the

money back to the Issuer at its request. After any such payment, Holders entitled to the money must look to the Issuer for payment as

unsecured general creditors and the Trustee and the Paying Agent shall have no further liability with respect to such monies.

12. Discharge

and Defeasance

Subject to certain conditions,

the Issuer at any time may terminate some of or all its obligations under this Senior Note and the Indenture if the Issuer deposits with

the Trustee money in cash in U.S. dollars, or non-callable U.S. Government Obligations, or a combination thereof, sufficient to pay and

discharge the entire indebtedness of this Senior Note with respect to principal, premium, if any, and interest to, but not including,

the Maturity Date or Redemption Date, as the case may be.

13. Amendment,

Waiver

Subject to certain exceptions

set forth in the Indenture, (i) the Indenture may be amended under certain circumstances with the written consent of the Holders

of at least a majority in aggregate principal amount of the Outstanding Senior Notes and (ii) certain defaults may be waived with

the written consent of the Holders of at least a majority in principal amount of the Outstanding Senior Notes. Subject to certain exceptions

set forth in the Indenture, without the consent of the Holders of any Senior Notes, the Issuer and the Trustee may amend the Indenture:

(i) to evidence the succession of another Person to the Issuer and the assumption by any such successor of the covenants of the

Issuer under the Indenture and the Senior Notes; (ii) to add to the covenants of the Issuer for the benefit of Holders of the Senior

Notes or to surrender any right or power conferred upon the Issuer; (iii) to add any additional events of default for the benefit

of Holders of the Senior Notes; (iv) to add to or change any of the provisions of the Indenture as necessary to permit or facilitate

the issuance of Senior Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or

to permit or facilitate the issuance of Senior Notes in uncertificated form, or relating to the transfer and legending of Senior Notes;

(v) to secure the Senior Notes or to add guarantees of the Senior Notes; (vi) to add or appoint a successor or separate Trustee;

(vii) to cure any ambiguity, defect, mistake or inconsistency; (viii) to supplement any of the provisions of the Indenture

as necessary to permit or facilitate the defeasance (whether legal defeasance or covenant defeasance) and discharge of Senior Notes;

provided that the interests of the holders of the Senior Notes are not adversely affected in any material respect; (ix) to make

any other change that would not adversely affect the rights of any Holders of the Senior Notes; (x) to make any change necessary

to comply with any requirement of the Commission in connection with the qualification of the Indenture or any supplemental Indenture

under the TIA; (xi) to conform any provision in the Indenture to the section entitled “Description of the Skyworks Notes”

in the prospectus, dated May 20, 2026, as amended, relating to the Senior Notes; and (xii) to reflect the issuance of additional

Notes as permitted by Section 2.01 and Section 2.02 of the Indenture.

14. Defaults

and Remedies

If any Event of Default (other

than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) with respect to this Senior

Note occurs and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding

Senior Notes may declare the principal of all Outstanding Senior Notes, and the interest to the date of acceleration, if any, accrued

thereon, to be immediately due and payable by notice in writing to the Issuer (and to the Trustee if given by Holders) specifying the

Event of Default. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs,

then the principal amount of all the Senior Notes then Outstanding and interest accrued thereon, if any, will become and be immediately

due and payable without any declaration or other act on the part of the Trustee or the Holders of the Senior Notes, to the fullest extent

permitted by applicable law.

Under certain circumstances,

the Holders of a majority in aggregate principal amount of the Outstanding Senior Notes may rescind and annul any such acceleration with

respect to the Senior Notes and its consequences.

No Holder of this Senior

Note may institute any action, unless and until: (i) such Holder has given the Trustee written notice of a continuing Event of Default

with respect to the Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Notes

have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(iii) such Holder or Holders has or have offered the Trustee, and if requested, provided indemnity or security reasonably satisfactory

to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has

failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity; and (v) no

inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount

of the Outstanding Senior Notes.

15. Trustee

Dealings with the Issuer

Subject to certain limitations

imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of this

Senior Note and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee.

16. Authentication

This Senior Note shall not

be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on

the other side of this Senior Note.

17. Governing

Law

THIS SENIOR NOTE SHALL

BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

18. CUSIP

and ISIN Numbers

The Issuer has caused CUSIP

and ISIN numbers to be printed on this Senior Note and has directed the Trustee to use CUSIP and ISIN numbers in notices of redemption

as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on this Senior Note or as

contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer shall furnish

to any Holder of this Senior Note upon written request and without charge to the Holder a copy of the Indenture which has in it the text

of this Senior Note.

EX-4.3 — EXHIBIT 4.3

EX-4.3

Filename: tm2626934d2_ex4-3.htm · Sequence: 3

Exhibit 4.3

SKYWORKS SOLUTIONS, INC.

(as Issuer)

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(as Trustee)

Fifth Supplemental Indenture

3.375% Senior Notes due 2031

Dated as of October 7, 2026

TABLE OF CONTENTS

Page

Article I

DEFINITIONS

Section 1.1

Definitions

Article II

TERMS OF THE NOTES

Section 2.1

Title

Section 2.2

Aggregate

Principal Amount

Section 2.3

Maturity

Section 2.4

Interest

Section 2.5

Place of

Payment

Section 2.6

Optional

Redemption

Section 2.7

Change of

Control Repurchase

Section 2.8

Issue Date

Section 2.9

Issue Price

Section 2.10

Definitive

and Global Notes

Section 2.11

Denomination

Section 2.12

Defeasance

and Discharge of Covenants upon Deposit of Moneys, U.S. Government Obligations

THIS

FIFTH SUPPLEMENTAL INDENTURE, between Skyworks Solutions, Inc., a Delaware corporation (the “Issuer”),