On October 7, 2026, Skyworks Solutions, Inc. completed exchange offers and consent solicitations for Qorvo, Inc.’s outstanding 4.375% Senior Notes due 2029 and 3.375% Senior Notes due 2031, pursuant to a Form S-4 declared effective May 29, 2026; the exchange offers expired at 5:00 p.m. New York City time on October 5, 2026. The offers sought up to $850,000,000 aggregate principal amount of new 4.375% Senior Notes due 2029 and up to $700,000,000 aggregate principal amount of new 3.375% Senior Notes due 2031, with $779,384,000 of the 2029 Qorvo notes and $647,096,000 of the 2031 Qorvo notes validly tendered and accepted, leaving $70,616,000 and $52,904,000 outstanding, respectively. On the settlement date, Skyworks issued $778,096,000 aggregate principal amount of new 4.375% Senior Notes due October 15, 2029, and $646,805,000 aggregate principal amount of new 3.375% Senior Notes due April 1, 2031, governed by a base indenture dated August 10, 2026 with U.S. Bank Trust Company, National Association as trustee, as supplemented by the Fourth and Fifth Supplemental Indentures dated October 7, 2026. The new notes are senior unsecured obligations of Skyworks, effectively subordinated to Skyworks’ secured debt to the extent of the assets securing that debt and structurally subordinated to obligations of Skyworks subsidiaries; Qorvo adopted proposed amendments through supplemental indentures, effective upon execution and operative either immediately upon settlement or immediately prior to the closing of Qorvo’s merger into a Skyworks subsidiary.
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Item 1.01 Entry into a Material Definitive Agreement. Exchange Offers and Consent Solicitations On 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.
