{"url_path":"/sec/swks/8-k/2026-06-12/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/4127/0001104659-26-073096-index.html","accession_number":"0001104659-26-073096","cik":"0000004127","ticker":"SWKS","issuer_name":"SKYWORKS SOLUTIONS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/4127/0001104659-26-073096-index.html","primary_entity_key":"0000004127","primary_entity_name":"SKYWORKS SOLUTIONS, INC."},"word_count":1558,"has_tables":true,"body_markdown":"**Item 8.01**\n**Other Events.**\n\n \n\n**Exchange Offers and Consent Solicitations**\n\n \n\nAs previously disclosed in the Current Report on\nForm 8-K filed by Skyworks Solutions, Inc. (“Skyworks”) with the Securities and Exchange Commission on May 20,\n2026 (the “Prior 8-K”), Skyworks announced the commencement of the offers to exchange any and all of the outstanding 4.375%\nSenior Notes due 2029 (the “2029 Qorvo Notes”) issued by Qorvo, Inc. (“Qorvo”) and any and all of the outstanding\n3.375% Senior Notes due 2031 (together with the 2029 Qorvo Notes, the “Qorvo Notes”) issued by Qorvo, and the related consent\nsolicitations for proposed amendments to the applicable indenture governing each series of Qorvo Notes, each as more fully described in\nthe Prior 8-K.\n\n \n\nOn June 11, 2026, Skyworks issued a press\nrelease (the “Press Release”) announcing the results of early participation in the Exchange Offers and Consent Solicitations\n(as defined in the Press Release). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item\n8.01 by reference.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis communication is for informational purposes\nonly 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\nof any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would\nbe unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be\nmade except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise\nin accordance with applicable law.\n\n \n\n**Safe Harbor Statement**\n\n \n\nThis communication includes “forward-looking\nstatements.” Forward-looking statements relate to future events, including, but not limited to, the Exchange Offers, the Consent\nSolicitations and the Mergers (each, as defined in the Prior 8-K), as applicable. These forward-looking statements include information\nrelating to future events, prospects, expectations and results of Skyworks (e.g., certain projections and business trends, including with\nrespect to future sales and revenue, as well as plans for dividend payments). Forward-looking statements can often be identified by words\nsuch as “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “believes,”\n“plans,” “may,” “will” or “continue,” and similar expressions and variations or negatives\nof these words. All such statements are subject to certain risks, uncertainties and other important factors that could cause actual results\nto differ materially and adversely from those projected and may affect Skyworks’ future operating results, financial position and\ncash flows.\n\n \n\n \n\n \n\n \n\nThese risks, uncertainties and other important factors include: the\nrisks of doing business internationally, including from trade war or trade protection measures (e.g., tariffs, retaliatory tariffs and\nother countermeasures or taxes), increased import/export restrictions and controls (e.g., Skyworks’ ability to obtain foreign-sourced\nraw materials, including from Chinese-based sources, as well as Skyworks’ ability to sell products to certain specified foreign\nentities only pursuant to a limited export license from the U.S. Department of Commerce), the susceptibility of the semiconductor industry\nand the markets addressed by Skyworks’, and Skyworks’ customers’, products to economic cycles or changes in economic\nconditions, including inflation and recession that could result from trade war or trade protection measures; Skyworks’ reliance\non a small number of key customers for a large percentage of Skyworks’ sales; decreased gross margins and loss of market share as\na result of increased competition; Skyworks’ ability to obtain design wins from customers; Skyworks’ ability to convert design\nwins into revenue; market acceptance of Skyworks’ products and Skyworks’ customers’ products, including market acceptance\nof new, emerging technologies such as AI; the mix and volume of phone models sold by Skyworks’ largest customer; the potential impacts\non Skyworks’ business, reputation, relationships, results of operations, cash flows and financial condition as a result of the proposed\nmerger transactions with Qorvo; the possibility that expected benefits related to such transactions with Qorvo may not materialize as\nexpected; such transactions with Qorvo being timely completed, if completed at all; regulatory approvals required for the transaction\nnot being timely obtained, if obtained at all, or being obtained subject to conditions; Skyworks or Qorvo’s business experiencing\ndisruptions as a result of the acquisition or due to transaction-related uncertainty or other factors making it more difficult to maintain\nrelationships with employees, customers, other business partners or governmental entities; Skyworks and Qorvo being unable to successfully\nimplement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all;\nthe costs, fees, expenses and other charges related to the Mergers, including with respect to any related litigation; reduced flexibility\nin operating Skyworks’ business as a result of the indebtedness incurred in connection with the transaction with Silicon Laboratories\nInc. and the substantial amount of additional indebtedness Skyworks expects to incur in connection with the Qorvo transactions; delays\nin the deployment of commercial 5G networks or in consumer adoption of 5G-enabled devices; the volatility of Skyworks’ stock price;\nchanges in laws, regulations and/or policies that could adversely affect Skyworks’ operations and financial results, the economy\nand Skyworks’ customers’ demand for Skyworks’ products, or the financial markets and Skyworks’ ability to raise\ncapital; fluctuations in Skyworks’ manufacturing yields due to Skyworks’ complex and specialized manufacturing processes;\nSkyworks’ ability to develop, manufacture and market innovative products, avoid product obsolescence, reduce costs in a timely manner,\ntransition Skyworks’ products to smaller geometry process technologies and achieve higher levels of design integration; the quality\nof Skyworks’ products and any defect remediation costs; Skyworks’ products’ ability to perform under stringent operating\nconditions; the availability and pricing of third-party semiconductor foundry, assembly and test capacity, raw materials, including rare\nearth and similar minerals, supplier components, equipment and shipping and logistics services, including limits on Skyworks’ customers’\nability to obtain such services and materials; risks that Skyworks may not be able to optimize Skyworks’ manufacturing footprint\nand achieve any financial and operational benefits from such efforts, including reducing fixed costs or improving utilization rates, disruptions\nto Skyworks’ manufacturing processes, including relating to any relocation of Skyworks’ key facilities; Skyworks’ ability\nto successfully manage Skyworks’ senior management transitions; Skyworks’ ability to retain, recruit and hire key executives\nor the departure of any such executives, technical personnel and other employees in the positions and numbers, with the experience and\ncapabilities, and at the compensation levels needed to implement Skyworks’ business and product plans; the timing, rescheduling\nor cancellation of significant customer orders and Skyworks’ ability, as well as the ability of Skyworks’ customers, to manage\ninventory; other economic, social, military and geopolitical conditions in the countries in which Skyworks, Skyworks’ customers\nor Skyworks’ suppliers operate, including the conflicts in Ukraine, Iran and other regions in the Middle East, possible disruptions\nin transportation networks, and fluctuations in foreign currency exchange rates; the effects of global health crises on business conditions\nin Skyworks’ industry, including the risk of significant disruptions to Skyworks’ business operations, as well as negative\nimpacts to Skyworks’ financial condition; Skyworks’ ability to prevent theft of Skyworks’ intellectual property, disclosure\nof confidential information or breaches of Skyworks’ information technology systems; uncertainties of litigation, including potential\ndisputes over intellectual property infringement and rights, as well as payments related to the licensing and/or sale of such rights;\nSkyworks’ ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third parties;\nSkyworks’ ability to make certain investments and acquisitions, integrate companies Skyworks acquires and/or enter into strategic\nalliances; and other risks and uncertainties, including those detailed from time to time in Skyworks’ filings with the Securities\nand Exchange Commission.\n\n \n\nThe forward-looking statements contained in this\ncommunication are made only as of the date hereof, and Skyworks undertakes no obligation to update or revise the forward-looking statements,\nwhether as a result of new information, future events or otherwise.\n\n \n\n**Important Information About the Mergers and Where to Find It**\n\n \n\nIn connection with the Mergers, Skyworks has filed\nwith the SEC a registration statement on Form S-4, which includes a proxy statement of Qorvo that also constitutes a prospectus for\nthe shares of Skyworks common stock to be offered in the Mergers (collectively, the “Mergers Registration Statement and Proxy Statement/Prospectus”).\nEach of Skyworks and Qorvo may also file other relevant documents with the SEC regarding the Mergers. This communication is not a substitute\nfor the proxy statement/prospectus or registration statement or any other document that Skyworks or Qorvo may file with the SEC. INVESTORS\nAND SECURITY HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS\nTHAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN\nTHEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS.\nInvestors and security holders can obtain free copies of the registration statement and proxy statement/prospectus and other documents\ncontaining important information about Skyworks, Qorvo and the Mergers filed with the SEC through the website maintained by the SEC at\nwww.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\nor upon written request to Skyworks at investor.relations@skyworksinc.com. The documents filed by Qorvo with the SEC also may be obtained\nfree of charge at Qorvo’s website at https://ir.qorvo.com/ or upon written request to Qorvo at investor-relations@qorvo.com."}