What changed in this filing

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Item 9A. Controls and Procedures

2025-11-07 compared with 2024-11-15 · 78 added, 46 removed, 136 unchanged (48% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 27, 2024.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of October 3, 2025.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

1 unchanged sentence

Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on management’s evaluation of our disclosure controls and procedures as of September 27, 2024, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Based on management’s evaluation of our disclosure controls and procedures as of October 3, 2025, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

3 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 27, 2024.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of October 3, 2025.

In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 Internal Control-Integrated Framework.

Based on their assessment, management concluded that, as of September 27, 2024, the Company’s internal control over financial reporting is effective based on those criteria.

Based on their assessment, management concluded that, as of October 3, 2025, the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as stated within their report which appears herein.

Changes in Internal Control Over Financial Reporting

During the third quarter of fiscal 2024, we completed the implementation of our new enterprise resource planning (“ERP”) system and have modified certain existing internal control processes and procedures related to the new system.

These changes did not materially affect our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of fiscal 2024.

As we add new functionality under this ERP system, we will continue to assess the impact on our internal control over financial reporting.

There are no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

OTHER INFORMATION.

Director and Officer Trading Arrangements

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2024.

Principal Accounting Officer Transition

On November 11, 2024, Philip Carter notified the Company of his intention to resign from his position as Vice President, Corporate Controller and principal accounting officer (“PAO”) of the Company to pursue another opportunity.

Carter’s departure is not due to any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies or practices.

Carter will continue to serve as PAO of the Company through November 15, 2024.

Effective upon Mr.

Carter’s resignation, Kris Sennesael, age 55, Senior Vice President and Chief Financial Officer of the Company, a role he has held since he joined the Company in August 2016, will assume the role of PAO of the Company.

A significant portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or our other securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.

Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S.

federal securities laws that prohibit trading while in possession of material nonpublic information.

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors and officers during the fourth quarter of fiscal 2025 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”):

Name and Title Date of Adoption Duration of Rule 10b5-1 Trading Arrangement Aggregate Number of Securities to Be Purchased or Sold

Robert Terry , Senior Vice President, General Counsel

August 8, 2025 Until May 1, 2026 , or such earlier date upon which all transactions are completed or expire without execution

Sale of up to 5,000 shares

Karilee Durham , Senior Vice President, Human Resources

August 12, 2025 Until May 1, 2026 , or such earlier date upon which all transactions are completed or expire without execution

Sale of up to 13,507 shares

Reza Kasnavi , Executive Vice President, Chief Operations and Technology Officer

August 12, 2025 Until May 1, 2026 , or such earlier date upon which all transactions are completed or expire without execution

Sale of up to 7,332 shares

None of our directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

16 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Operations for the three years ended September 27, 2024

Consolidated Statements of Comprehensive Income for the three years ended September 27, 2024

Consolidated Balance Sheets at September 27, 2024, and September 29, 2023

Consolidated Statements of Cash Flows for the three years ended September 27, 2024

Consolidated Statements of Stockholders’ Equity for the three years ended September 27, 2024

Consolidated Statements of Operations for the three years ended October 3, 2025

Consolidated Statements of Comprehensive Income for the three years ended October 3, 2025

Consolidated Balance Sheets at October 3, 2025 and September 27, 2024

Consolidated Statements of Cash Flows for the three years ended October 3, 2025

Consolidated Statements of Stockholders’ Equity for the three years ended October 3, 2025

Notes to Consolidated Financial Statements Page 52 through 72

8 unchanged sentences

Exhibit Filing Date

Asset Purchase Agreement, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and Silicon Laboratories Inc.

Agreement and Plan of Merger, dated as of October 27, 2025, by and among Skyworks Solutions, Inc., Qorvo, Inc., Comet Acquisition Corp.

and Comet Acquisition II, LLC

8-K 001-05560 2.1

3.1 Restated Certificate of Incorporation

10-Q 001-05560 3.1 8/8/2023

3.1 Restated Certificate of Incorporation, as amended

3.2 Fourth Amended and Restated By-laws

23 unchanged sentences

10.3* Skyworks Solutions, Inc.

Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended

Second Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended

10-Q 001-05560 10.1 5/7/2025

7 unchanged sentences

10.7* Form of Nonstatutory Stock Option Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan

10-K 001-05560 10.7 11/15/2024

10.8* Form of Performance Share Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan

10-K 001-05560 10.8 11/15/2024

10.9* Form of Restricted Stock Unit Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan

10-K 001-05560 10.9 11/15/2024

Fiscal Year 2025 Executive Incentive Plan

9 unchanged sentences

10.13* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kris Sennesael

001-05560 10.2 8/8/2023

10-K/A 001-05560 10.13 1/24/2025

10.14* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Robert J.

10-Q 001-05560 10.3

10-K/A 001-05560 10.14 1/24/2025

10.15* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Carlos S.

001-05560 10.4

10-K/A 001-05560 10.15 1/24/2025

10.16* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kari A.

10-Q 001-05560 10.5

10-K/A 001-05560 10.16 1/24/2025

10.17* Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Reza Kasnavi

10-K/A 001-05560 10.17 1/24/2025

10.18* Change in Control / Severance Agreement, dated February 17, 2025, between the Company and Philip Brace

10-Q 001-05560 10.3 5/7/2025

10.18 Debt Commitment Letter, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and JPMorgan Chase Bank, N.A

10.19* Change in Control / Severance Agreement, dated September 8, 2025, between the Company and Philip Carter

10.20 Commitment Letter, dated as of October 27, 2025, by and between Skyworks Solutions, Inc.

and Goldman Sachs Bank USA

8-K 001-05560 10.1

10.21 Voting and Support Agreement, dated as of October 27, 2025, by and between Skyworks Solutions, Inc.

and certain affiliates of Starboard Value

8-K 001-05560 10.2 10/28/2025

10.22 Revolving Credit Agreement, dated as of May 21, 2021, among the Company, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent

2 unchanged sentences

8-K 001-05560 10.2 3/10/2023

Offer Letter, dated January 27, 2025, by and between Skyworks Solutions, Inc.

and Philip Brace

10-Q 001-05560 10.2 5/7/2025

Form of Restricted Stock Unit Agreement for Philip G.

Brace’s Inducement Grant Awards

S-8 333-284984 99.1 2/14/2025

Form of Performance Share Agreement for Philip G.

Brace’s Inducement Grant Awards

S-8 333-284984 99.2 2/14/2025

Offer Letter, dated May 29, 2025, by and between Skyworks Solutions, Inc.

and Robert Schriesheim

10-Q 001-05560 10.1 8/5/2025

Restrictive Stock Unit Agreement for Robert A.

10-Q 001-05560 10.2 8/5/2025

Offer Letter, dated August 13, 2025, by and between Skyworks Solutions, Inc.

and Philip Carter

Exhibit Number

Exhibit Description Form Incorporated by Reference Filed Herewith

Exhibit Filing Date

19 Skyworks Solutions, Inc.

Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information

001-05560 19 1/24/2025

21 Subsidiaries of the Company

23.1 Consent of KPMG LLP

31.1 Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.1 Certification of the Company’s Principal Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of the Company’s Principal Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C.

4 unchanged sentences

Executive Compensation Recovery Policy

Exhibit Number

Exhibit Description Form Incorporated by Reference Filed Herewith

Exhibit Filing Date

10-K 001-05560 97.1 11/15/2024

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

10 unchanged sentences

SKYWORKS SOLUTIONS, INC.

Chairman, Chief Executive Officer and President

/s/ Philip G.

President and Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

Signature and Title Signature and Title

Griffin /s/ Alan S.

Griffin Alan S.

Chairman, Chief Executive Officer and President Director

/s/ Philip G.

Brace /s/ Alan S.

Brace Alan S.

President and Chief Executive Officer Director

(Principal Executive Officer)

/s/ Kris Sennesael Kevin L.

Kris Sennesael Director

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Philip Carter

/s/ Philip Carter Kevin L.

Philip Carter

Vice President and Corporate Controller

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ Christine King

(Principal Accounting Officer)

Christine King

4 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.

What changed 10-K

Item 9A. Controls and Procedures