UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
−Removed: The following table provides information regarding repurchases of common stock made during the three months ended December 27, 2024:
+Added: The following table provides information regarding repurchases of common stock made during the three months ended March 28, 2025:
Period Total Number of Shares Purchased Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2)
2 unchanged sentences
02/22/25 - 03/28/25 4,753,243 $68.24 4,753,243 $1.5 billion
+Added: 7,458,258 7,449,336
(1) The stock repurchase program approved by the Board of Directors on January 31, 2023 authorized the repurchase of up to $2.0 billion of our common stock from time to time on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements, and expired on February 1, 2025.
On February 4, 2025, the Board of Directors approved a new $2.0 billion stock repurchase program that expires on February 3, 2027, and succeeds in its entirety the January 31, 2023 stock repurchase program.
+Added: The Company did not repurchase any shares pursuant to the January 31, 2023 stock repurchase program during the three months ended March 28, 2025.
(2) The Company’s net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act.
Excise tax incurred reduces the amount available under the repurchase program, as applicable, and is included in the cost of shares repurchased in the Consolidated Statement of Stockholders’ Equity.
−Removed: (3) Represents shares repurchased by us at the fair market value of the common stock as of the applicable purchase date, in connection with the satisfaction of tax withholding obligations under equity award agreements.
+Added: (3) 2,696,093 shares were repurchased at an average price of $66.72 per share as part of our February 4, 2025 stock repurchase program, and 8,922 shares were repurchased by us at the fair market value of the common stock as of the applicable purchase date, in connection with the satisfaction of tax withholding obligations under equity award agreements with an average price of $67.02 per share.
Exhibit Description Form Incorporated by Reference Filed Herewith
Exhibit Filing Date
−Removed: Fiscal Year 202 5 Executive In c entive Plan
+Added: 10.1* Skyworks Solutions, Inc.
+Added: Second Amended and Restated 2008 Director Long-Term Incentive Plan
+Added: 10.2* Offer Letter, dated January 27, 2025, by and between Skyworks Solutions, Inc.
+Added: and Philip Brace
+Added: 10.3* Change in Control / Severance Agreement, dated February 17, 2025, between the Company and Philip Brace
+Added: 10.4* Form of Restricted Stock Unit Agreement for Philip G.
+Added: Brace’s Inducement Grant Awards (incorporated by reference to the Company’s Form S-8 filed with the SEC on February 14, 2025)
+Added: S-8 333-284984 99.1 2/14/2025
+Added: 10.5* Form of Performance Share Agreement for Philip G.
+Added: Brace’s Inducement Grant Awards (incorporated by reference to the Company’s Form S-8 filed with the SEC on February 14, 2025)
+Added: S-8 333-284984 99.2 2/14/2025
31.1 Certification of the Company’s Chief Executive Officer pursuant to Securities Exchange Act of 1934, as amended, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 unchanged sentences
* Indicates a management contract or compensatory plan or arrangement.
−Removed: Portions of this exhibit have been omitted because such information is not material and is the type of information that the Registrant treats as private or confidential.
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 thereunto duly authorized.
SKYWORKS SOLUTIONS, INC.
−Removed: February 5, 2025 By:
+Added: May 7, 2025 By:
+Added: /s/ Philip G.
President and Chief Executive Officer
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.