# Qorvo, Inc. (QRVO) — merger/definitive [pending] Source: SEC API (secapi.ai) · situation sit_60ec60d3898616876173 · retrieved 2026-08-11T16:12:47.307Z ## Overview Skyworks Solutions, Inc. is a semiconductor company that designs and manufactures analog and mixed-signal semiconductors for mobile communications, infrastructure, automotive, and other applications. Skyworks Solutions, Inc. entered into an Agreement and Plan of Merger with Qorvo, Inc. on October 27, 2025, pursuant to which Skyworks' wholly owned subsidiary Comet Acquisition Corp. will merge with and into Qorvo, with Qorvo surviving as a wholly owned subsidiary of Skyworks, followed immediately by a second merger of Qorvo into Skyworks' other subsidiary Comet Acquisition II, LLC. The HSR Act waiting period has expired and the FTC allowed the Timing Agreement to expire on August 1, 2026, without taking further action. The parties continue to work with the State Administration for Market Regulation in China and the Korea Fair Trade Commission in South Korea, which are the only jurisdictions that remain open. Skyworks is hopeful that the transaction will close within the calendar year, subject to satisfaction or waiver of all closing conditions. ## Terms - Counterparty: Qorvo, Inc. · Deal value: $8.43B · Consideration: stock · Price/share: $32.5 ## Key dates - Announced 2026-01-28 · Vote 2026-02-11 · Expected close 2026-12-31 ## Timeline - 2026-01-28 · 425 (0000950103-26-001109): 425 - Qorvo, Inc. — *Qorvo, Inc. is a semiconductor company that designs and manufactures radio frequency semiconductors and high-performance analog semiconductors for mobile, infrastructure, aerospace and defense, and automotive applications.* Qorvo, Inc. entered into an Agreement and Plan of Merger with Skyworks Solutions, Inc. on October 27, 2025. Under the transaction structure, Skyworks' wholly owned subsidiary Comet Acquisition Corp. will merge with and into Qorvo, with Qorvo surviving as a wholly owned subsidiary of Skyworks. Immediately thereafter, Qorvo will merge with and into Skyworks' other subsidiary Comet Acquisition II, LLC, with the latter continuing as the surviving entity and a wholly owned subsidiary of Skyworks. The Registration Statement was declared effective on December 23, 2025, and the Joint Proxy Statement/Prospectus was mailed to stockholders on or about December 23, 2025. Each of Qorvo and Skyworks will hold a special meeting of its stockholders on February 11, 2026, to vote on the transaction. https://www.sec.gov/Archives/edgar/data/1604778/0000950103-26-001109.txt - 2026-01-30 · 425 (0001104659-26-008647): 425 - Qorvo, Inc. — *Skyworks Solutions, Inc. is a semiconductor company that designs and manufactures analog and mixed-signal semiconductors for mobile communications, infrastructure, automotive, and other markets.* Skyworks Solutions, Inc. entered into an Agreement and Plan of Merger on October 27, 2025, to acquire Qorvo, Inc. in a two-step merger structure. In the first step, Skyworks' subsidiary Comet Acquisition Corp. will merge with and into Qorvo, with Qorvo surviving as a wholly owned subsidiary of Skyworks. In the second step, Qorvo will merge with and into Skyworks' subsidiary Comet Acquisition II, LLC, with the latter continuing as the surviving entity and a wholly owned subsidiary of Skyworks. The Registration Statement was declared effective on December 23, 2025, and each of Skyworks and Qorvo will hold a special meeting of stockholders on February 11, 2026, to vote on the transaction. https://www.sec.gov/Archives/edgar/data/1604778/0001104659-26-008647.txt - 2026-02-06 · 425 (0000950103-26-001763): 425 - Qorvo, Inc. — *Qorvo, Inc. is a semiconductor company that designs and manufactures radio frequency semiconductors and related devices.* Qorvo, Inc. and Skyworks Solutions, Inc. are proceeding with a two-step merger transaction announced on October 27, 2025, whereby Skyworks' wholly owned subsidiary Comet Acquisition Corp. will merge with and into Qorvo, with Qorvo surviving as a Skyworks subsidiary, followed immediately by a second merger of the surviving corporation into Skyworks' other subsidiary Comet Acquisition II, LLC. On February 5, 2026, both companies received a Second Request for additional information from the U.S. Federal Trade Commission, extending the Hart-Scott-Rodino Act waiting period until 30 days after both parties substantially comply with their respective Second Requests, unless the parties voluntarily extend or the FTC terminates the review earlier. https://www.sec.gov/Archives/edgar/data/1604778/0000950103-26-001763.txt - 2026-02-13 · 425 (0001104659-26-014521): 425 - Qorvo, Inc. — *Skyworks Solutions, Inc. is a semiconductor company that designs and manufactures analog and mixed-signal semiconductors; Qorvo, Inc. is a semiconductor company specializing in RF (radio frequency) semiconductors and related devices.* Skyworks Solutions, Inc. is acquiring Qorvo, Inc. in an all-stock merger transaction. Skyworks filed a Form S-4 registration statement (File No. 333-291947) with the SEC, which includes a prospectus for shares of Skyworks common stock to be issued in the merger and a joint proxy statement for both companies' stockholders. The registration statement was declared effective on December 23, 2025, with the joint proxy statement/prospectus mailed to stockholders on or about the same date. https://www.sec.gov/Archives/edgar/data/1604778/0001104659-26-014521.txt - 2026-03-03 · 425 (0001104659-26-022433): 425 - Qorvo, Inc. — *Skyworks Solutions designs and manufactures semiconductors for wireless communications, including RF components, Wi-Fi solutions, and connectivity products for smartphones, automotive, industrial, and defense applications.* Skyworks Solutions, Inc. is acquiring Qorvo, Inc. in an all-stock transaction. The combined company will comprise a $5.5 billion mobile business and a $2.7 billion non-mobile business (totaling approximately $8.2 billion in revenue), with expected gross margins exceeding 50% and operating income of approximately 30 percentage points. The transaction is expected to deliver significant cost synergies through manufacturing optimization and supply chain consolidation, with no material revenue synergies underwritten. Regulatory approval is proceeding as expected, and shareholder votes were overwhelmingly supportive. The transaction is pending regulatory clearance and expected to close in the near term. https://www.sec.gov/Archives/edgar/data/1604778/0001104659-26-022433.txt - 2026-07-28 · 425 (0000004127-26-000046): 425 - Qorvo, Inc. — *Skyworks Solutions, Inc. is a leading developer, manufacturer and provider of analog and mixed-signal semiconductors and solutions for aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet and wearables applications.* Skyworks Solutions, Inc. and Qorvo, Inc. announced the expected executive leadership team for their combined company, effective upon successful completion of the pending merger transaction. Phil Brace, president and CEO of Skyworks, will serve as CEO of the combined company, with nine additional executives reporting to him, including Philip Carter as CFO, Reza Kasnavi as Chief Operations and Technology Officer, and others. Bob Bruggeworth, president and CEO of Qorvo, is expected to join the board of directors post-close. The merger was structured as a stock-for-stock transaction with Skyworks issuing common stock to Qorvo shareholders. The Form S-4 registration statement (File No. 333-291947) was declared effective on December 23, 2025, with the Joint Proxy Statement/Prospectus mailed to stockholders on or about that same date. https://www.sec.gov/Archives/edgar/data/1604778/0000004127-26-000046.txt - 2026-07-28 · 425 (0000004127-26-000048): 425 - Qorvo, Inc. — *Skyworks Solutions, Inc. 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 Solutions announced progress on its pending merger with Qorvo, Inc., stating it is "optimistic that we can close within the calendar year" and preparing to close "as early as within the fiscal year." The company announced plans to raise approximately $2 billion in acquisition debt financing to support the transaction. Skyworks also announced the expected leadership team for the combined company and a new capital allocation framework, including a $2 billion stock repurchase program and elimination of quarterly dividends. The merger was previously approved by shareholders, with a registration statement declared effective on December 23, 2025. https://www.sec.gov/Archives/edgar/data/1604778/0000004127-26-000048.txt - 2026-07-28 · 425 (0001104659-26-087659): 425 - Qorvo, Inc. — *Skyworks Solutions, Inc. is a semiconductor company that designs and manufactures analog and mixed-signal semiconductors for mobile communications, consumer electronics, and other applications.* Skyworks Solutions, Inc. has filed a Form S-4 registration statement (File No. 333-291947) with the SEC in connection with proposed mergers with Qorvo, Inc. The registration statement, which includes a prospectus for Skyworks common stock to be issued in the mergers and a joint proxy statement for both companies' stockholders, was declared effective on December 23, 2025. Skyworks filed a final prospectus and Qorvo filed a definitive proxy statement on the same date. The transaction is structured as a merger in which Skyworks will issue common stock as consideration to Qorvo shareholders. https://www.sec.gov/Archives/edgar/data/1604778/0001104659-26-087659.txt - 2026-07-29 · 425 (0001104659-26-088194): 425 - Qorvo, Inc. — *Skyworks Solutions, Inc. is a semiconductor company that designs and manufactures analog and mixed-signal semiconductors for mobile, broadband, automotive, and industrial markets.* Skyworks Solutions, Inc. announced on its July 28, 2026 earnings call that its proposed merger with Qorvo, Inc. continues to advance through regulatory review. The transaction has progressed to Phase III with China's SAMR (State Administration for Market Regulation), which is the final stage of that process. Skyworks anticipates raising approximately $2 billion of debt financing in the near term to support the transaction and is now optimistic that the combination can close within the calendar year, with preparation to close as early as within the current fiscal year. The combined company is expected to realize anticipated synergies of $500 million or more, and Skyworks has announced the expected leadership team and a new capital allocation framework including a $2 billion stock repurchase program expiring in January 2029. https://www.sec.gov/Archives/edgar/data/1604778/0001104659-26-088194.txt - 2026-08-03 · 425 (0001104659-26-089390): 425 - Qorvo, Inc. — *Qorvo, Inc. is a leading global supplier of radio frequency, analog mixed signal, power management, connectivity, and advanced cellular solutions for consumer, defense, aerospace, infrastructure, industrial, enterprise, automotive, and mobile markets.* On October 27, 2025, Skyworks Solutions, Inc. entered into a Merger Agreement with Qorvo, Inc. to acquire Qorvo in a two-step merger transaction. Each share of Qorvo common stock will be converted into the right to receive 0.960 shares of Skyworks common stock and $32.50 in cash, without interest, subject to applicable withholding taxes. The total estimated merger consideration is approximately $8,433 million, consisting of $2,867 million in cash and $5,478 million in estimated fair value of Skyworks common stock (based on 88,221,633 Qorvo shares outstanding as of July 21, 2026, and a Skyworks stock price of $64.68 per share as of July 28, 2026). Following the Mergers, Qorvo Common Stock will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934. The transaction is subject to regulatory approvals, including antitrust and foreign investment approvals, and other customary closing conditions. Skyworks and Qorvo each received a Second Request from the FTC on February 5, 2026, extending the HSR waiting period. Both companies' stockholders approved the Merger Agreement on February 11, 2026. https://www.sec.gov/Archives/edgar/data/1604778/0001104659-26-089390.txt - 2026-08-03 · 425 (0001104659-26-089400): 425 - Qorvo, Inc. — *Skyworks Solutions, Inc. is a semiconductor company that designs and manufactures analog and mixed-signal semiconductors for mobile communications, infrastructure, automotive, and other applications.* Skyworks Solutions, Inc. entered into an Agreement and Plan of Merger with Qorvo, Inc. on October 27, 2025, pursuant to which Skyworks' wholly owned subsidiary Comet Acquisition Corp. will merge with and into Qorvo, with Qorvo surviving as a wholly owned subsidiary of Skyworks, followed immediately by a second merger of Qorvo into Skyworks' other subsidiary Comet Acquisition II, LLC. The HSR Act waiting period has expired and the FTC allowed the Timing Agreement to expire on August 1, 2026, without taking further action. The parties continue to work with the State Administration for Market Regulation in China and the Korea Fair Trade Commission in South Korea, which are the only jurisdictions that remain open. Skyworks is hopeful that the transaction will close within the calendar year, subject to satisfaction or waiver of all closing conditions. https://www.sec.gov/Archives/edgar/data/1604778/0001104659-26-089400.txt ## Citations - 0000950103-26-001109 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001109 - 0001104659-26-008647 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008647 - 0000950103-26-001763 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001763 - 0001104659-26-014521 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926014521 - 0001104659-26-022433 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926022433 - 0000004127-26-000046 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000000412726000046 - 0000004127-26-000048 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000000412726000048 - 0001104659-26-087659 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926087659 - 0001104659-26-088194 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926088194 - 0001104659-26-089390 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926089390 - 0001104659-26-089400 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926089400