What changed in this filing

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Item 1. Financial Statements

2026-02-05 compared with 2025-08-05 · 196 added, 185 removed, 387 unchanged (50% of the section changed)

3 unchanged sentences

(Unaudited, in millions, except per share amounts)

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three Months Ended

January 2, 2026 December 27, 2024

Net revenue $ 1,035.4 $ 1,068.5

10 unchanged sentences

Other income, net

8.0 9.6 35.9 23.8

Income before income taxes 109.7 190.4

11 unchanged sentences

(Unaudited, in millions)

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three Months Ended

January 2, 2026 December 27, 2024

Net income $ 79.2 $ 162.0

7 unchanged sentences

(In millions, except per share amounts)

June 27, 2025 September 27, 2024

January 2, 2026 October 3, 2025

Current assets:

31 unchanged sentences

525.0 shares authorized;

148.4 shares issued and outstanding at June 27, 2025, and 159.9 shares issued and outstanding at September 27, 2024

149.9 shares issued and outstanding at January 2, 2026, and 148.7 shares issued and outstanding at October 3, 2025

Additional paid-in capital 97.1 68.1

7 unchanged sentences

(Unaudited, in millions)

Nine Months Ended

June 27, 2025 June 28, 2024

Three Months Ended

January 2, 2026 December 27, 2024

Cash flows from operating activities:

5 unchanged sentences

Deferred income taxes 0.1 ( 0.5 )

Asset impairment charges — 16.8

Amortization of debt discount and issuance costs 0.5 0.5

12 unchanged sentences

Other 0.1 2.1

Net cash used in investing activities ( 102.9 ) ( 84.5 )

Net cash provided by investing activities 139.0 7.5

Cash flows from financing activities:

Repurchase of common stock - payroll tax withholdings on equity awards ( 39.0 ) ( 38.3 )

Repurchase of common stock - stock repurchase program ( 830.2 ) ( 77.3 )

Dividends paid ( 106.4 ) ( 112.5 )

Net proceeds from exercise of stock options — 1.1

Proceeds from employee stock purchase plan 20.0 18.2

Payments of debt — ( 300.0 )

Net cash used in financing activities ( 145.4 ) ( 150.8 )

Net (decrease) increase in cash and cash equivalents ( 182.7 ) 544.6

Net increase in cash and cash equivalents 389.1 233.9

Cash and cash equivalents at beginning of period 1,161.3 1,368.6

12 unchanged sentences

Shares of common stock Par value of common stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total stockholders ’ equity

Balance at September 27, 2024

159.9 $ 40.0 $ 269.4 $ 6,032.9 $ ( 5.6 ) $ 6,336.7

Net income — — — 162.0 — 162.0

Exercise and settlement of share-based awards, net of shares withheld for taxes 0.8 0.2 ( 38.5 ) — — ( 38.3 )

Share-based compensation expense — — 52.8 — — 52.8

Dividends declared — — — ( 112.5 ) — ( 112.5 )

Balance at December 27, 2024

Balance at October 3, 2025

148.7 $ 37.2 $ 68.1 $ 5,656.9 $ ( 5.1 ) $ 5,757.1

2 unchanged sentences

Share-based compensation expense — — 51.7 — — 51.7

Repurchase of common stock ( 7.4 ) ( 1.9 ) ( 369.5 ) ( 132.9 ) — ( 504.3 )

Dividends declared — — — ( 106.4 ) — ( 106.4 )

Other comprehensive loss — — — — ( 0.3 ) ( 0.3 )

Balance at March 28, 2025

153.6 $ 38.4 $ — $ 5,907.6 $ ( 5.7 ) $ 5,940.3

Net income — $ — $ — $ 105.0 $ — $ 105.0

Exercise and settlement of share-based awards, net of shares withheld for taxes — — ( 4.5 ) — — ( 4.5 )

Share-based compensation expense — — 49.0 — — 49.0

Repurchase of common stock ( 5.2 ) ( 1.3 ) ( 44.5 ) ( 287.6 ) — ( 333.4 )

Dividends declared — — — ( 103.9 ) — ( 103.9 )

Balance at June 27, 2025

Balance at January 2, 2026

149.9 $ 37.5 $ 97.1 $ 5,629.7 $ ( 5.4 ) $ 5,758.9

5 unchanged sentences

Dividends declared — — — ( 112.5 ) — ( 112.5 )

Other comprehensive loss — — — — ( 0.1 ) ( 0.1 )

Balance at December 27, 2024

160.7 $ 40.2 $ 283.7 $ 6,082.4 $ ( 5.6 ) $ 6,400.7

Net income — $ — $ — $ 183.3 $ — $ 183.3

Exercise and settlement of share-based awards, net of shares withheld for taxes 0.2 — 17.5 — — 17.5

Share-based compensation expense — — 40.3 — — 40.3

Dividends declared — — — ( 109.1 ) — ( 109.1 )

Balance at March 29, 2024

160.4 $ 40.1 $ 252.2 $ 6,072.6 $ ( 5.7 ) $ 6,359.2

Net income — $ — $ — $ 120.9 $ — $ 120.9

Exercise and settlement of share-based awards, net of shares withheld for taxes 0.1 — ( 1.0 ) — — ( 1.0 )

Share-based compensation expense — — 43.8 — — 43.8

Repurchase of common stock ( 0.8 ) ( 0.2 ) ( 77.2 ) — — ( 77.4 )

Dividends declared — — — ( 109.1 ) — ( 109.1 )

Balance at June 28, 2024

159.7 $ 39.9 $ 217.8 $ 6,084.4 $ ( 5.7 ) $ 6,336.4

See accompanying Notes to Consolidated Financial Statements.

6 unchanged sentences

The results of operations, financial position, and cash flows for the Company during the interim periods are not necessarily indicative of those expected for the full year.

This information should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2024, filed with the SEC on November 15, 2024, as amended by Amendment No.

This information should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2025, filed with the SEC on November 7, 2025, as amended by Amendment No.

1 to such Annual Report on Form 10-K, filed with the SEC on January 30, 2026 (“2025 10-K”).

Certain items in the prior period financial statements have been reclassified to conform to the current period presentation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, expenses, comprehensive income, and accumulated other comprehensive loss that are reported during the reporting period.

The Company evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment.

Judgment is required in determining the reserves for, and fair value of, items such as overall fair value assessments of assets and liabilities, particularly those classified as Level 2 or Level 3 in the fair value hierarchy, marketable securities, inventory, intangible assets associated with business combinations, share-based compensation, revenue reserves, loss contingencies, and income taxes.

Judgment is required in determining the reserves for, and fair value of, items such as overall fair value assessments of assets, liabilities, and expenses, particularly those classified as Level 2 or Level 3 in the fair value hierarchy, including:

marketable securities, inventory, intangible assets associated with business combinations, share-based compensation, revenue reserves, loss contingencies, and income taxes.

In addition, judgment is required in determining whether a potential indicator of impairment of long-lived assets, indefinite-lived intangible assets, and goodwill exists and in estimating future cash flows for any necessary impairment testing.

2 unchanged sentences

The fiscal year ending on October 2 , 2026 consists of 52 weeks (“fiscal 2026 ”).

The fiscal year ended on September 27, 2024 consisted of 52 weeks (“fiscal 2024”).

The three and nine months ended June 27, 2025, and June 28, 2024, each consisted of 13 weeks and 39 weeks, respectively.

The fiscal year ended on October 3, 2025 consisted of 53 weeks (“fiscal 2025”).

The three months ended January 2, 2026, and December 27, 2024, each consisted of 13 weeks.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure” (“ASU 2023-07”).

ASU 2023-07 requires disclosure of incremental segment information on an annual and interim basis.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

1 unchanged sentence

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

The Company will provide the required disclosures of ASU 2023-09 in its fiscal 2026 annual report.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

4 unchanged sentences

The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”).

ASU 2025-06 makes targeted improvements that clarify and modernize the accounting for costs related to internal-use software.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, on either a prospective, retrospective, or modified basis.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.

REVENUE RECOGNITION

2 unchanged sentences

Net revenue by geographic area is as follows (in millions):

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three Months Ended

January 2, 2026 December 27, 2024

United States $ 805.7 $ 846.7

6 unchanged sentences

Net revenue by sales channel is as follows (in millions):

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three Months Ended

January 2, 2026 December 27, 2024

Distributors $ 915.6 $ 950.8

6 unchanged sentences

Current Noncurrent

June 27, 2025 September 27, 2024 June 27, 2025 September 27, 2024

January 2, 2026 October 3, 2025 January 2, 2026 October 3, 2025

Treasury and government securities $ 6.6 $ 112.4 $ 9.9 $ 14.2

Corporate bonds and notes 1.7 100.5 — —

Municipal bonds 0.3 0.1 — —

Total marketable securities $ 8.3 $ 212.9 $ 9.9 $ 14.2

The contractual maturities of noncurrent available-for-sale marketable securities were within two years or less of issuance of the applicable securities.

Neither gross unrealized gains and losses nor realized gains and losses were material as of June 27, 2025, or September 27, 2024.

Neither gross unrealized gains and losses nor realized gains and losses were material as of January 2, 2026, or October 3, 2025.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

5 unchanged sentences

Assets and liabilities recorded at fair value on a recurring basis consisted of the following (in millions):

June 27, 2025 September 27, 2024

January 2, 2026 October 3, 2025

Fair Value Measurements Fair Value Measurements

2 unchanged sentences

Corporate bonds and notes 1.7 — 1.7 — 100.5 — 100.5 —

Municipal bonds 0.3 — 0.3 — 0.1 — 0.1 —

Total assets at fair value $ 1,568.6 $ 1,552.1 $ 16.5 $ — $ 1,388.4 $ 1,229.4 $ 159.0 $ —

(1) Cash equivalents included in Levels 1 and 2 consist of money market funds, municipal bonds, corporate bonds and notes, and U.S.

Treasury and government securities purchased with less than ninety days until maturity.

(1) Cash equivalents included in Levels 1 and 2 consist of money market funds, corporate bonds and notes, and U.S.

Treasury and government securities purchased with ninety days or less until maturity.

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company’s non-financial assets and liabilities, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and are subsequently re-measured if there are indicators of impairment.

There were no indicators of impairment identified during the three and nine months ended June 27, 2025.

During the three and nine months ended June 28, 2024, the Company recorded impairment charges of $ 0.7 million and $ 16.8 million, respectively.

The impairment charges for the nine months ended June 28, 2024 primarily related to the abandonment of a previously capitalized in-process research and development (“IPR&D”) project recorded within restructuring, impairment, and other charges.

There were no indicators of impairment identified during the three months ended January 2, 2026 and December 27, 2024, respectively.

Fair Value of Debt

2 unchanged sentences

The carrying amount and estimated fair value of debt consists of the following (in millions):

June 27, 2025 September 27, 2024

January 2, 2026 October 3, 2025

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

3 unchanged sentences

Inventory consists of the following (in millions):

June 27, 2025 September 27, 2024

January 2, 2026 October 3, 2025

Raw materials $ 49.8 $ 44.8

4 unchanged sentences

Property, plant, and equipment, net consists of the following (in millions):

June 27, 2025 September 27, 2024

January 2, 2026 October 3, 2025

Land and improvements $ 11.9 $ 11.9

7 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

There were no changes to the carrying amount of goodwill during the three and nine months ended June 27, 2025.

There were no changes to the carrying amount of goodwill during the three months ended January 2, 2026.

The Company tests its goodwill and its indefinite-lived intangible assets for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value may be impaired.

There were no indicators of goodwill and IPR&D impairment noted during the three and nine months ended June 27, 2025.

Refer to Note 4 for a discussion of an IPR&D impairment of $ 16.1 million during the nine months ended June 28, 2024.

There were no indicators of IPR&D impairment noted during the three months ended June 28, 2024.

There were no indicators of goodwill and in-process research and development (“IPR&D”) impairment noted during the three months ended January 2, 2026 and December 27, 2024, respectively.

Intangible assets consist of the following (in millions):

Period (Years) June 27, 2025 September 27, 2024

Period (Years) January 2, 2026 October 3, 2025

Developed technology and other 6.4 $ 1,396.5 $ ( 716.4 ) $ 680.1 $ 1,396.5 $ ( 678.5 ) $ 718.0

3 unchanged sentences

Fully amortized intangible assets are eliminated from both the gross and accumulated amortization amounts in the first quarter of each fiscal year.

During the nine months ended June 27, 2025, $ 24.7 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of 8 years.

During the three months ended June 28, 2024, $ 33.4 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives

During the nine months ended June 28, 2024, $ 89.1 million of IPR&D assets were transferred to definite-lived intangible assets, of which $ 33.4 million is being amortized over their useful lives of 12 years and $ 55.7 million is being amortized over their useful lives of 8 years.

Amortization expense related to definite-lived intangible assets was $ 45.8 million and $ 139.8 million for the three and nine months ended June 27, 2025, respectively, primarily recorded within cost of goods sold.

Amortization expense related to definite-lived intangible assets was $ 46.0 million and $ 139.6 million for the three and nine months ended June 28, 2024, respectively, primarily recorded within cost of goods sold.

Amortization expense related to definite-lived intangible assets was $ 44.5 million and $ 48.4 million for the three months ended January 2, 2026 and December 27, 2024, respectively, primarily recorded within cost of goods sold.

Annual amortization expense for the next five fiscal years related to definite-lived intangible assets, excluding IPR&D, is expected to be as follows (in millions):

2 unchanged sentences

The provision for income taxes consists of the following components (in millions):

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three Months Ended

January 2, 2026 December 27, 2024

Provision for income taxes $ 30.5 $ 28.4

Effective tax rate 27.8 % 14.9 %

The difference between the Company’s effective tax rate and the 21.0 % United States federal statutory rate for the three and nine months ended June 27, 2025 and June 28, 2024 resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, a benefit from foreign-derived intangible income deduction (“FDII”), and research and experimentation and foreign tax credits earned, partially offset by a tax on global intangible low-taxed income (“GILTI”) and tax expense related to share-based compensation shortfalls.

The difference between the Company’s effective tax rate and the 21.0 % United States federal statutory rate for the three months ended January 2, 2026 resulted primarily from tax on global intangible low-taxed income (“GILTI”), net of foreign tax credits, tax expense related to share-based compensation shortfalls and uncertain tax positions, and transaction costs related to the pending transaction with Qorvo (see Note 13), partially offset by foreign earnings taxed at rates lower than the federal statutory rate, a benefit from foreign-derived intangible income deduction (“FDII”), and research and experimentation tax credits.

The difference between the Company’s effective tax rate and the 21.0 % United States federal statutory rate for the three months ended December 27, 2024 resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, a benefit from FDII, and research and experimentation and foreign tax credits earned, partially offset by a tax on GILTI, and tax expense related to share-based compensation shortfalls.

In August 2022, the U.S.

1 unchanged sentence

The Company was subject to the provisions of CAMT beginning in fiscal 2024.

CAMT had no impact to the Company’s consolidated financial statements during the three and nine months ended June 27, 2025 and June 28, 2024, respectively.

CAMT did not have a material impact on the Company’s consolidated financial statements during the three months ended January 2, 2026 and had no impact on the Company’s consolidated financial statements during the three months ended December 27, 2024.

In December 2021, the Organization for Economic Co-operation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting (“BEPS”) released Global Anti-Base Erosion (“GloBE”) rules under Pillar Two.

Many countries have implemented laws based on Pillar Two which is effective for the Company beginning in fiscal 2025.

Pillar Two did not have a material impact on the Company's consolidated financial statements during the three and nine months ended June 27, 2025.

Many countries have implemented laws based on Pillar Two, which was effective for the Company beginning in fiscal 2025.

Pillar Two did not have a material impact on the Company’s consolidated financial statements during the three months ended January 2, 2026 and December 27, 2024.

In July 2025, the U.S.

1 unchanged sentence

The OBBBA contains numerous provisions, including the permanent extension or restoration of certain expiring corporate income tax provisions, originally introduced by the Tax Cuts and Jobs Act of 2017, and incremental modifications to the international tax framework.

Skyworks is currently evaluating the provisions of the OBBBA and its impact to the Company.

The OBBBA did not have a material impact on the Company’s consolidated estimated annualized effective tax rate during the three months ended January 2, 2026.

The Company continues to evaluate the impact of the OBBBA on its business for future periods.

COMMITMENTS AND CONTINGENCIES

9 unchanged sentences

On June 20, 2025, Denso Corporation filed patent infringement litigation against the Company in the U.S.

(United States District Court for the Central District of California) and Japan (Civil Division of the Osaka District Court).

(United States District Court for the Central District of California) and on June 20, 2025 and October 31, 2025, Denso Corporation filed patent infringement litigation against the Company in Japan (Civil Division of the Osaka District Court).

Denso alleges that the Company has and is willfully infringing Denso’s U.S.

patent (7,758,979) and Japan patent (JP5190841), each relating to piezoelectric thin film.

patent (7,758,979) and Japanese patents (JP5190841 and JP5966199), each relating to piezoelectric thin film.

Denso is seeking monetary damages, including enhanced damages, interest, fees and costs, and injunctive relief.

While the Company is unable to reasonably estimate a range for the ultimate outcome of these suits, the Company believes it has substantial defenses and intends to vigorously oppose the suits.

While the Company is unable to determine the ultimate outcome of these suits, the Company believes it has substantial defenses and intends to vigorously oppose the suits.

In addition to the above matter, the Company is engaged in various legal actions in the normal course of business and, while there can be no assurances, the Company believes the outcome of such pending legal actions will not have, individually or in the aggregate, a material adverse effect on its business or financial statements.

The Company’s aggregate accrual for legal contingencies was not material as of January 2, 2026 and October 3, 2025.

Guarantees and Indemnities

11 unchanged sentences

In the event of cancellation, the Company may be required to pay costs incurred through the date of cancellation or other fees.

When cancellation would result in incurring costs or other fees, the Company has historically sought to negotiate amended terms to the original agreements and orders to limit its exposure.

When cancellation would result in incurring costs or other fees, the Company has historically sought to negotiate amended terms to the original agreements and orders to limit such exposure.

As such, the Company believes that purchase commitments as of any particular date may not be a reliable indicator of future liabilities.

1 unchanged sentence

Under these agreements, the Company has agreed to pay a combination of refundable deposits and prepayments to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreemen ts.

As of June 27, 2025, deposits and prepayments under the long-term capacity reservation agreements were $ 90.4 million, with $ 69.4 million recorded within other current assets and $ 21.0 million recorded within other long-term assets.

As of September 27, 2024, deposits and prepayments under the long-term capacity reservation agreements were $ 167.8 million, with $ 144.7 million recorded within other current assets and $ 23.1 million recorded within other long-term assets.

As of January 2, 2026, deposits and prepayments under the long-term capacity reservation agreements were $ 22.6 million, with $ 5.4 million recorded within other current assets and $ 17.2 million recorded within other long-term assets.

As of October 3, 2025, deposits and prepayments under the long-term capacity reservation agreements were $ 26.4 million, with $ 7.7 million recorded within other current assets and $ 18.7 million recorded within other long-term assets.

STOCKHOLDERS’ EQUITY

Stock Repurchase and Retirement

On February 4, 2025, the Board of Directors approved a stock repurchase program (“February 4, 2025 stock repurchase program”), pursuant to which the Company is authorized to repurchase up to $ 2.0 billion of its common stock from time to time through February 3, 2027 , on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements.

The February 4, 2025 stock repurchase program succeeds in its entirety the stock repurchase program approved by the Board of Directors on January 31, 2023 (“January 31, 2023 stock repurchase program”).

The timing and amount of any shares of the Company’s common stock that are repurchased under the February 4, 2025 stock repurchase program will be determined by the Company’s management based on its evaluation of market conditions and other factors.

The February 4, 2025 stock repurchase program may be suspended or discontinued at any time.

The Company currently expects to fund the February 4, 2025 stock repurchase program using the Company’s working capital.

During the three months ended June 27, 2025, the Company repurchased 5.2 million shares of its common stock for $ 333.4 million (including commissions and excise tax, as applicable), all of which shares were repurchased pursuant to the February 4, 2025 stock repurchase program.

During the nine months ended June 27, 2025, the Company repurchased 12.6 million shares of its common stock for $ 837.7 million (including commissions and excise tax, as applicable), all of which shares were repurchased pursuant to the February 4, 2025 stock repurchase program.

As of June 27, 2025, approximately $ 1.2 billion remained available under the February 4, 2025 stock repurchase program.

During each of the three and nine months ended June 28, 2024, the Company repurchased 0.8 million shares of its common stock for $ 77.4 million (including commissions and excise tax, as applicable), all of which shares were repurchased pursuant to the January 31, 2023 stock repurchase program.

On August 5, 2025 , the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $ 0.71 per share.

This dividend is payable on September 16, 2025 , to the Company’s stockholders of record as of the close of business on August 26, 2025 .

On February 4, 2025, the Board of Directors approved a stock repurchase program, pursuant to which the Company is authorized to repurchase up to $ 2.0 billion of its common stock from time to time through February 3, 2027 , on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements.

The timing and amount of any shares of the Company’s common stock that are repurchased under the stock repurchase program will be determined by the Company’s management based on its evaluation of market conditions and other factors.

The stock repurchase program may be suspended or discontinued at any time.

The Company currently expects to fund the stock repurchase program using the Company’s working capital.

During each of the three months ended January 2, 2026 and December 27, 2024, the Company did not repurchase any shares of its common stock.

As of January 2, 2026, approximately $ 1.2 billion remained available under the stock repurchase program.

On February 3, 2026 , the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $ 0.71 per share.

This dividend is payable on March 17, 2026 , to the Company’s stockholders of record as of the close of business on February 24, 2026 .

Future dividends are subject to declaration by the Board of Directors.

1 unchanged sentence

Fiscal Years Ended

October 3 , 2025 September 27, 2024

October 2 , 2026 October 3, 2025

Per Share Total Amount Per Share Total Amount

First quarter $ 0.71 $ 106.4 $ 0.70 $ 112.5

Second quarter 0.70 110.6 0.68 109.1

Third quarter 0.70 103.9 0.68 109.1

Total dividends $ 2.10 $ 327.0 $ 2.04 $ 327.1

Share-based Compensation

The following table summarizes the share-based compensation expense by line item in the Consolidated Statements of Operations (in millions):

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three Months Ended

January 2, 2026 December 27, 2024

Cost of goods sold $ 17.4 $ 7.3

1 unchanged sentence

Selling, general, and administrative 10.4 18.2

Restructuring, impairment, and other charges — — 12.5 —

Total share-based compensation $ 57.7 $ 51.1

1 unchanged sentence

The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three Months Ended

January 2, 2026 December 27, 2024

Net income $ 79.2 $ 162.0

6 unchanged sentences

Basic earnings per share are calculated by dividing net income by the weighted average number of shares of the Company’s common stock outstanding during the period.

The calculation of diluted earnings per share includes the dilutive effect of equity-based awards that were outstanding during the three and nine months ended June 27, 2025, and June 28, 2024, using the treasury stock method.

The calculation of diluted earnings per share includes the dilutive effect of equity-based awards that were outstanding during the three months ended January 2, 2026, and December 27, 2024, using the treasury stock method.

Shares issuable upon the vesting of performance stock awards are likewise included in the calculation of diluted earnings per share as of the date the condition(s) have been satisfied, assuming the end of the reporting period was the end of the contingency period.

2 unchanged sentences

Other current assets consist of the following (in millions):

June 27, 2025 September 27, 2024

January 2, 2026 October 3, 2025

Prepaid expenses $ 210.5 $ 201.0

2 unchanged sentences

Other current liabilities consist of the following (in millions):

June 27, 2025 September 27, 2024

January 2, 2026 October 3, 2025

Accrued customer liabilities $ 231.5 $ 202.8

3 unchanged sentences

Total other current liabilities $ 457.6 $ 407.1

PENDING TRANSACTION WITH QORVO

On October 27, 2025, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Qorvo, Inc.

(“Qorvo”), Comet Acquisition Corp.

(“Merger Sub I”), and Comet Acquisition II, LLC (“Merger Sub II”) in a cash-and-stock transaction, pursuant to which Merger Sub I will be merged with and into Qorvo (the “First Merger”), with Qorvo as the surviving entity in the First Merger (the “Surviving Corporation”) and the Surviving Corporation continuing as a wholly owned subsidiary of the Company, and immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will be merged with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II as the surviving entity in the Second Merger and a wholly owned subsidiary of the Company.

Under the terms of the Merger Agreement, Qorvo shareholders will receive 0.960 of a share of Skyworks common stock and $ 32.50 per share in cash upon the completion of the transaction, representing a combined company enterprise value of approximately $ 22.0 billion based on market close on October 27, 2025.

The transaction will close after receipt of regulatory approvals, certain approvals of Qorvo and Skyworks shareholders, and satisfaction of other customary closing conditions.

The transaction is currently expected to close early in calendar year 2027.

The Merger Agreement contains certain termination rights for each of Skyworks and Qorvo.

Under specified circumstances, including termination by a party to accept a superior proposal or termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, each of Qorvo and Skyworks will be required to pay the other party a termination fee of $ 298.7 million, as more fully described in the Merger Agreement.

Alternatively, under certain specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities, Skyworks will be required to pay Qorvo a termination fee of $ 100.0 million, as more fully described in the Merger Agreement.

Each of Skyworks’ special meeting of stockholders and Qorvo’s special meeting of stockholders will be held virtually on February 11, 2026 at 11:30 AM, Pacific Time (unless adjourned or postponed to a later date).

On February 5, 2026, Skyworks and Qorvo each received a Request for Additional Information and Documentary Material (the “Second Request”) from the U.S.

Federal Trade Commission (“FTC”) in connection with the transaction.

The Second Request was issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (“HSR Act”).

The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Skyworks and Qorvo have substantially complied with the Second Request, unless that period is voluntarily extended by the parties or terminated sooner by the FTC.

In connection with the execution of the Merger Agreement, the Company entered into a commitment letter (“Bridge Commitment Letter”) on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, up to $ 3,050.0 million of senior unsecured bridge term loans for the purpose of financing a portion

of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes.

The receipt of financing by the Company is not a condition to our obligation to consummate the Mergers.

Pursuant to the terms of the Bridge Commitment Letter, $ 1,550.0 million of the senior unsecured bridge term loans had been specifically designated to represent the principal amount of Qorvo’s outstanding senior notes (the “Qorvo Notes Tranche”), and if a ratings decline (as defined in the applicable Qorvo indenture as in effect on the date of the commitment letter) did not occur on or prior to December 27, 2025 (which date would be extended so long as the rating of any series of Qorvo’s outstanding senior notes was under publicly announced consideration for possible downgrade), then the aggregate commitments in respect of the Qorvo Notes Tranche under the Bridge Commitment Letter would be automatically permanently reduced dollar-for-dollar by the aggregate principal amount of Qorvo’s senior notes.

On December 28, 2025, Goldman Sachs Bank USA notified the Company that there was no such ratings decline, no rating as to any series of Qorvo’s outstanding senior notes was under publicly announced consideration for possible downgrade, and therefore the Qorvo Notes Tranche had been permanently reduced to $ 0.00 .

As a result, as of January 2, 2026, Goldman Sachs Bank USA has committed to provide up to $ 1,500.0 million of senior unsecured bridge term loans.

Transaction costs were $ 37.1 million recorded within selling, general, and administrative expense during the three months ended January 2, 2026.

These costs mainly consisted of professional fees and administrative costs for the pending transaction and were expensed as incurred in our condensed consolidated statements of operations.

Revolving Credit Agreement

On May 21, 2021, the Company entered into a revolving credit agreement (as amended, the “Revolving Credit Agreement”) providing for a $ 750.0 million revolving credit facility (the “Revolver”).

The proceeds of the Revolver are available to be used for general corporate purposes and working capital needs of the Company and its subsidiaries.

The Revolver provides for revolving credit borrowings and letters of credit, with sublimits for letters of credit.

The Revolver may be increased in specified circumstances by up to $ 250.0 million at the discretion of the lenders.

On March 6, 2023, the Company entered into a First Amendment to the Revolving Credit Agreement to replace the LIBOR-based interest rate and related LIBOR-based mechanics applicable to borrowings under the Revolving Credit Agreement with a SOFR-based interest rate and related SOFR-based mechanics.

On November 18, 2025, the Company entered into a Second Amendment to the Revolving Credit Agreement (the “Second Revolver Amendment”).

Pursuant to the terms of the Second Revolver Amendment, the parties thereto agreed to extend the maturity date of the Revolving Credit Agreement to November 18, 2030.

The Revolving Credit Agreement contains customary representations and warranties and covenants, including restrictions on the incurrence of indebtedness by non-guarantor subsidiaries and the creation of liens, and a financial covenant consisting of a limitation on leverage, defined as consolidated total indebtedness divided by consolidated earnings before interest, taxes, depreciation, and amortization for the period of four consecutive quarters not to exceed a ratio of 3.0 to 1.0.

As of January 2, 2026 and October 3, 2025, there were no borrowings outstanding and the Company was in compliance with all debt covenants under the Revolver.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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Words such as “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “seek”, “should”, “targets”, “will”, “would”, and similar expressions or variations or negatives of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report.

Additionally, statements concerning future matters such as the possible impacts of geopolitical conflicts, tariffs, export controls, inflation, recession, and global health crises, as well as the development of new products, enhancements of technologies, sales levels, expense levels, the benefits of acquisitions we have made or may make in the future, and other statements regarding matters that are not historical are forward-looking statements.

Additionally, statements concerning future matters such as our expectations and statements regarding the transaction with Qorvo, the possible impacts of geopolitical conflicts, tariffs, export controls, inflation, recession, and global health crises, as well as the development of new products, enhancements of technologies, sales levels, expense levels, the benefits of acquisitions we have made or may make in the future, and other statements regarding matters that are not historical are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management as of the date the statement is first made, such statements can only be based on facts and factors then known and understood by us.

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RESULTS OF OPERATIONS

Three and Nine Months Ended June 27, 2025, and June 28, 2024

Three Months Ended January 2, 2026, and December 27, 2024

The following table sets forth the results of our operations expressed as a percentage of net revenue:

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Three Months Ended

January 2, 2026 December 27, 2024

Net revenue 100.0 % 100.0 %

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Other income, net

0.8 1.1 1.2 0.8

Income before income taxes 10.6 17.9

2 unchanged sentences

We, together with our consolidated subsidiaries, are a leading developer, manufacturer and provider of analog and mixed-signal semiconductor products and solutions for numerous applications, including aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and wearables.

During the three months ended June 27, 2025, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue increased to $965.0 million for the three months ended June 27, 2025, as compared to $905.5 million for the corresponding period in fiscal 2024, driven primarily by an increase in demand for our mobile and Wi-Fi products.

• Our ending cash, cash equivalents, and marketable securities balance decreased to $1,336.7 million.

The decrease in cash, cash equivalents, and marketable securities during the three months ended June 27, 2025, was primarily due to share repurchases of $330.2 million, dividend payments of $103.9 million, and capital expenditures of $61.4 million, partially offset by cash generated from operations of $314.1 million.

• On May 29, 2025, the Board of Directors appointed Robert A.

Schriesheim, a current member of the Board, as interim Chief Financial Officer of the Company, effective immediately.

Three Months Ended Nine Months Ended

(dollars in millions) June 27, 2025 Change June 28, 2024 June 27, 2025 Change June 28, 2024

Pending Transaction With Qorvo

On October 27, 2025, we entered into the Merger Agreement with Qorvo, a provider of connectivity and power solutions, to combine Qorvo and Skyworks in a cash-and-stock transaction that values the combined company at approximately $22.0 billion as of the market close on October 27, 2025.

Under the terms of the Merger Agreement, at the effective time of the Mergers, each share of Qorvo common stock issued and outstanding immediately prior thereto (with certain exceptions set forth in the Merger Agreement) will be converted into the right to receive 0.960 (the “Exchange Ratio”) of a share of Skyworks common stock and $32.50 in cash, without interest, subject to applicable withholding taxes.

The Exchange Ratio is expected to result in Qorvo equityholders and Skyworks equityholders owning approximately 37% and 63%, respectively, of the combined company on a pro forma basis following the closing.

The Merger Agreement also provides for Skyworks’ assumption of certain Qorvo equity awards, subject to certain adjustments thereto in respect of, among other things, performance-based vesting conditions.

Pursuant to the Merger Agreement, immediately following the closing, the Board of Directors will be comprised of 11 directors, consisting of (i) the Chief Executive Officer of Skyworks, who will be the Chief Executive Officer of Skyworks following the closing, (ii) seven directors designated by Skyworks and (iii) three directors designated by Qorvo who are reasonably acceptable to Skyworks, each of whom will hold office until the next annual meeting of stockholders of Skyworks.

Promptly following the closing, the Board of Directors will also designate a Chairman.

Robert Bruggeworth, Qorvo’s current President, Chief Executive Officer and director, will be one of Qorvo’s designees upon the closing.

The Mergers, which are anticipated to close early in calendar year 2027, are subject to the satisfaction or waiver of customary closing conditions, including adoption of the Merger Agreement by Qorvo’s stockholders and the approval by Skyworks’ stockholders of the issuance of Skyworks common stock included in the consideration to be paid to Qorvo stockholders, the

expiration or early termination of the waiting period under the HSR Act, and other regulatory approvals under certain antitrust and foreign investment regimes, and the absence of any order, injunction or law of such jurisdictions prohibiting the Mergers.

On February 5, 2026, Skyworks and Qorvo each received a Request for Additional Information and Documentary Material (the “Second Request”) from the U.S.

Federal Trade Commission (“FTC”) in connection with the transaction.

The Second Request was issued under notification requirements of the HSR Act.

We and Qorvo each have termination rights under the Merger Agreement.

Under specified circumstances, including termination by a party to accept a superior proposal or termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, each of us and Qorvo will be required to pay the other party a termination fee of $298.7 million, as more fully described in the Merger Agreement.

Alternatively, under certain specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities, we will be required to pay Qorvo a termination fee of $100.0 million, as more fully described in the Merger Agreement.

In connection with the execution of the Merger Agreement, we entered into the Bridge Commitment Letter on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, up to $3,050.0 million of senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes.

The receipt of financing by us is not a condition to our obligation to consummate the Mergers.

Pursuant to the terms of the Bridge Commitment Letter, $1,550.0 million of the senior unsecured bridge term loans had been specifically designated to represent the principal amount of the Qorvo Notes Tranche, and if a ratings decline (as defined in the applicable Qorvo indenture as in effect on the date of the commitment letter) did not occur on or prior to December 27, 2025 (which date would be extended so long as the rating of any series of Qorvo’s outstanding senior notes was under publicly announced consideration for possible downgrade), then the aggregate commitments in respect of the Qorvo Notes Tranche under the Bridge Commitment Letter would be automatically permanently reduced dollar-for-dollar by the aggregate principal amount of Qorvo’s senior notes.

As a result, as of January 2, 2026, Goldman Sachs Bank USA has committed to provide up to $1,500.0 million of senior unsecured bridge term loans.

Concurrently with the execution of the Merger Agreement, we and certain stockholders of Qorvo affiliated with Starboard Value (“SBV”), an affiliate of Peter Feld, a member of the board of directors of Qorvo so designated by SBV (each, a “SBV Stockholder”), entered into a Voting and Support Agreement (the “VSA”), pursuant to which each SBV Stockholder has agreed to vote its shares of Qorvo common stock in favor of the adoption of the Merger Agreement.

As of October 24, 2025, the SBV Stockholders collectively held approximately 8% of Qorvo’s issued and outstanding shares.

Each SBV Stockholder has also agreed, for a limited period of time not exceeding nine months from the date of the VSA, not to sell or transfer its shares of Qorvo common stock, subject to certain exceptions as specified in the VSA, and has agreed not to solicit any competing acquisition proposal.

The VSA will terminate, as to each SBV Stockholder, upon the earliest to occur of (a) the closing, (b) the termination of the Merger Agreement, (c) the date of any Qorvo Triggering Event or Skyworks Triggering Event (each, as defined in the Merger Agreement) and (d) the written consent of Skyworks, Qorvo and the applicable SBV Stockholder.

For more information on risks related to the Mergers, see Part I, Item 1A, Risk Factors, “Risks Associated with the Proposed Transaction with Qorvo” in the 2025 10-K.

During the three months ended January 2, 2026, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue decreased to $1,035.4 million for the three months ended January 2, 2026, as compared to $1,068.5 million for the corresponding period in fiscal 2025, driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our Wi-Fi products.

• Our ending cash, cash equivalents, and marketable securities balance increased to $1,568.6 million.

The increase in cash, cash equivalents, and marketable securities during the three months ended January 2, 2026 was primarily due to cash generated from operations of $395.5 million, partially offset by dividend payments of $106.4 million and capital expenditures of $56.5 million.

Three Months Ended

(dollars in millions) January 2, 2026 Change December 27, 2024

Net revenue $ 1,035.4 (3.1)% $ 1,068.5

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We generally experience seasonal peaks during our fourth and first fiscal quarters (which correspond to the second half of the calendar year), primarily as a result of increased worldwide production of consumer electronics in anticipation of holiday sales, whereas our second and third fiscal quarters are typically lower and in line with seasonal industry trends.

In addition, beginning in the fourth quarter of fiscal 2025, we expect revenues will be negatively impacted by a decrease in market share at a significant customer.

The increase in net revenue for the three months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was driven primarily by an increase in demand for our mobile and Wi-Fi products.

The decrease in net revenue for the nine months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was driven primarily by a decrease in demand for our mobile products partially offset by an increase in demand for our Wi-Fi products.

Three Months Ended Nine Months Ended

(dollars in millions) June 27, 2025 Change June 28, 2024 June 27, 2025 Change June 28, 2024

The decrease in net revenue for the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025, was driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our Wi-Fi products.

Three Months Ended

(dollars in millions) January 2, 2026 Change December 27, 2024

Gross profit $ 427.2 (3.3)% $ 441.9

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As part of our normal course of business, we intend to improve gross profit with efforts to increase unit volumes, improve manufacturing efficiencies, lower manufacturing costs of existing products, and by introducing new and higher value-added products.

The increase in gross profit for the three months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was primarily the result of higher unit volumes.

The decrease in gross profit for the nine months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was primarily the result of unfavorable product mix and lower average selling prices, partially offset by higher unit volumes.

The decrease in gross profit for the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025, was primarily the result of unfavorable product mix, partially offset by higher unit volumes.

Research and Development

Three Months Ended Nine Months Ended

(dollars in millions) June 27, 2025 Change June 28, 2024 June 27, 2025 Change June 28, 2024

Three Months Ended

(dollars in millions) January 2, 2026 Change December 27, 2024

Research and development $ 203.4 15.3% $ 176.4

1 unchanged sentence

Research and development expenses consist primarily of direct personnel costs including share-based compensation expense, costs for pre-production evaluation units and testing of new devices, non-production masks, engineering prototypes, and design tool costs.

The increase in research and development expenses for the three and nine months ended June 27, 2025, as compared with the corresponding periods in fiscal 2024, was primarily related to increases in certain headcount-related expenses, including share-based compensation and costs for engineering prototypes as a result of our increased investment in developing new technologies and products.

The increase in research and development expenses for the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to increases in headcount-related expenses, including share-based compensation and costs for engineering prototypes as a result of our increased investment in developing new technologies and products.

Selling, General, and Administrative

Three Months Ended Nine Months Ended

(dollars in millions) June 27, 2025 Change June 28, 2024 June 27, 2025 Change June 28, 2024

Three Months Ended

(dollars in millions) January 2, 2026 Change December 27, 2024

Selling, general, and administrative $ 108.4 31.2% $ 82.6

1 unchanged sentence

Selling, general, and administrative expenses include legal and related costs, accounting, treasury, human resources, information systems, customer service, bad debt expense, sales commissions, share-based compensation expense, advertising, marketing, costs associated with business combinations completed or contemplated during the period, and other costs.

The increase in selling, general, and administrative expenses for the three and nine months ended June 27, 2025, as compared with the corresponding periods in fiscal 2024, was primarily related to increases in headcount-related expenses and increases in professional services costs.

The increase in selling, general, and administrative expenses for the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to increases in professional services costs related to the ongoing Qorvo transaction, partially offset by decreases in headcount-related expenses, including share-based compensation.

Amortization of Intangibles

Three Months Ended Nine Months Ended

(dollars in millions) June 27, 2025 Change June 28, 2024 June 27, 2025 Change June 28, 2024

Three Months Ended

(dollars in millions) January 2, 2026 Change December 27, 2024

Amortization of intangibles $ 0.2 —% $ 0.2

% of net revenue — % — %

Amortization expense of intangible assets was consistent for the three and nine months ended June 27, 2025, as compared with the corresponding periods in fiscal 2024.

Amortization of intangible assets was consistent for the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025.

Restructuring, Impairment, and Other Charges

Three Months Ended Nine Months Ended

(dollars in millions) June 27, 2025 Change June 28, 2024 June 27, 2025 Change June 28, 2024

Three Months Ended

(dollars in millions) January 2, 2026 Change December 27, 2024

Restructuring, impairment, and other charges $ 11.4 612.5% $ 1.6

% of net revenue 1.1 % 0.2 %

Restructuring, impairment, and other charges were consistent for the three months ended June 27, 2025, as compared with the corresponding period in fiscal 2024.

The increase in restructuring, impairment, and other charges for the nine months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was primarily due to restructuring charges incurred in connection with the transition of our Chief Executive Officer.

The increase in restructuring, impairment, and other charges for the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025, was due to an increase in costs associated with facility consolidation and closure.

Interest Expense

Three Months Ended Nine Months Ended

(dollars in millions) June 27, 2025 Change June 28, 2024 June 27, 2025 Change June 28, 2024

Three Months Ended

(dollars in millions) January 2, 2026 Change December 27, 2024

Interest expense $ 6.3 (7.4)% $ 6.8

% of net revenue 0.6 % 0.6 %

Interest expense was consistent for the three months ended June 27, 2025, as compared with the corresponding period in fiscal 2024.

The decrease in interest expense for the nine months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was due to certain debt repayments in prior periods that reduced the amount of outstanding indebtedness.

Interest expense was consistent for the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025.

Other Income, Net

Three Months Ended Nine Months Ended

(dollars in millions) June 27, 2025 Change June 28, 2024 June 27, 2025 Change June 28, 2024

Three Months Ended

(dollars in millions) January 2, 2026 Change December 27, 2024

Other income, net $ 12.2 (24.2)% $ 16.1

% of net revenue 1.2 % 1.5 %

The decrease in other income, net for the three months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was primarily due to an increase in foreign currency remeasurement losses partially offset by interest income generated from cash, cash equivalents, and marketable securities.

The increase in other income, net for the nine months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was primarily due to an increase in interest income generated from cash, cash equivalents, and marketable securities.

The decrease in other income, net for the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025, was primarily due to a decrease in interest income generated from cash, cash equivalents, and marketable securities.

Provision for Income Taxes

Three Months Ended Nine Months Ended

(dollars in millions) June 27, 2025 Change June 28, 2024 June 27, 2025 Change June 28, 2024

Three Months Ended

(dollars in millions) January 2, 2026 Change December 27, 2024

Provision for income taxes $ 30.5 7.4% $ 28.4

% of net revenue 2.9 % 2.7 %

We recorded a provision for income taxes of $7.0 million and $69.0 million for the three and nine months ended June 27, 2025, respectively.

The decrease in income tax expense for the three months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was primarily due to the geographical mix of worldwide earnings and a decrease in Global Intangible Low-Taxed Income (“GILTI”), net of foreign tax credits.

The increase in income tax expense for the nine months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was primarily due to higher foreign taxes including the tax impact of remeasuring existing net deferred tax liabilities in Singapore and a lower Foreign-Derived Intangible Income (“FDII”) benefit, partially offset by a decrease in GILTI, net of foreign tax credits.

We continue to monitor changes in tax laws that could arise related to the BEPS project of the OECD, including Pillar Two.

Many countries have implemented laws based on Pillar Two which is effective for us beginning in fiscal 2025.

While we do not expect these enacted laws to materially impact our effective tax rate for fiscal 2025, we continue to evaluate the impact of proposed and enacted legislative changes to our effective tax rate as new guidance becomes available.

We are also in the process of evaluating the impact of the OBBBA on our business.

We recorded a provision for income taxes of $30.5 million for the three months ended January 2, 2026.

The increase in income tax expense for the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025, was primarily due to higher foreign taxes, share-based compensation shortfalls, uncertain tax positions, transaction costs related to the pending transaction with Qorvo, and a lower FDII benefit, partially offset by an increase in research and development credits.

In December 2021, the OECD Inclusive Framework on BEPS released GloBE rules under Pillar Two.

Many countries have implemented laws based on Pillar Two, which became effective for us beginning in fiscal 2025.

In January 2026, the OECD Inclusive Framework released significant administrative guidance including the side-by-side safe harbor package that will apply to U.S.

multinational enterprise groups.

The tax impact associated with Pillar Two was immaterial to the financial statements for the three months ended January 2, 2026 and December 27, 2024.

We continue to evaluate the impact of proposed and enacted legislative changes as new guidance becomes available.

In July 2025, the U.S.

government enacted the OBBBA.

The OBBBA did not have a material impact to the financials for the three months ended January 2, 2026.

We continue to evaluate the impact of the OBBBA on our business for future periods.

The Company may record additional impacts to its tax provision in the subsequent quarters as it continues to analyze the new law, other factors such as changes from its business operations, financial results and forecasts, and interrelated items.

LIQUIDITY AND CAPITAL RESOURCES

Nine Months Ended

(in millions) June 27, 2025 June 28, 2024

Three Months Ended

(in millions) January 2, 2026 December 27, 2024

Cash and cash equivalents at beginning of period $ 1,161.3 $ 1,368.6

Net cash provided by operating activities 395.5 377.2

Net cash used in investing activities (102.9) (84.5)

Net cash provided by investing activities 139.0 7.5

Net cash used in financing activities (145.4) (150.8)

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Cash provided by operating activities consists of net income for the period adjusted for certain non-cash items and changes in certain operating assets and liabilities.

The $247.8 million decrease in cash provided by operating activities during the nine months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was primarily related to lower net income and a smaller decrease in working capital of $92.4 million, due primarily to inventory and accounts receivable.

Cash used in investing activities:

Cash used in investing activities consists primarily of cash paid to purchase marketable securities, capital expenditures, and cash paid to acquire intangible assets, partially offset by cash received related to the sale or maturity of marketable securities.

The $18.4 million increase in cash used in investing activities during the nine months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was primarily related to an increase of $390.2 million in purchases of marketable securities and an increase of $64.8 million in capital expenditures, partially offset by an increase of $448.6 million in the sale or maturity of marketable securities.

The $18.3 million increase in cash provided by operating activities during the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to an increase in cash inflows as a result of changes to working capital (net of cash) of $90.0 million, due primarily to accounts receivable, partially offset by a lower net income.

Cash provided by investing activities:

Cash provided by investing activities consists primarily of cash received related to the sale or maturity of marketable securities, partially offset by cash paid to purchase marketable securities, capital expenditures, and cash paid to acquire intangible assets.

The $131.5 million increase in cash provided by investing activities during the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease of $139.9 million in purchases of marketable securities and an increase of $15.5 million in the sale or maturity of marketable securities, partially offset by an increase of $17.5 million in capital expenditures purchases.

Cash used in financing activities:

Cash used in financing activities consists primarily of cash transactions related to equity and proceeds and payments related to our long-term borrowings.

The $461.1 million increase in cash used in financing activities during the nine months ended June 27, 2025, as compared with the corresponding period in fiscal 2024, was primarily related to an increase of $752.9 million in share repurchases, partially offset by a decrease of $300.0 million for the repayment of debt.

Cash, cash equivalents, and marketable securities totaled $1,336.7 million as of June 27, 2025, representing a decrease of $237.4 million from September 27, 2024.

The $5.4 million decrease in cash used in financing activities during the three months ended January 2, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease of $6.1 million in dividend payments.

Cash, cash equivalents, and marketable securities totaled $1,568.6 million as of January 2, 2026, representing an increase of $180.2 million from October 3, 2025.

We have outstanding $500.0 million of Notes Due 2026 and $500.0 million of Notes Due 2031 (the “Notes”).

We have a Revolving Credit Agreement (the “Revolving Credit Agreement”) under which we may borrow up to $750.0 million for general corporate purposes and working capital needs of the Company and its subsidiaries.

As of June 27, 2025, there were no borrowings outstanding under the revolving credit facility (the “Revolver”).

The Revolving Credit Agreement expires July 26, 2026.

We have a Revolving Credit Agreement under which we may borrow up to $750.0 million for general corporate purposes and working capital needs of the Company and its subsidiaries.

As of January 2, 2026, there were no borrowings outstanding under the Revolver.

The Revolving Credit Agreement expires on November 18, 2030.

In connection with the execution of the Merger Agreement, we entered into a commitment letter on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, up to $3,050.0 million of senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes.

Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, the cash we expect to generate from operations, and funds from our Revolver, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from:

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money market funds, U.S.

Treasury and government securities, corporate bonds and notes, and municipal bonds.

Treasury and government securities, and corporate bonds and notes.

Our contractual obligations disclosure in the 2025 10-K has not materially changed since we filed that report.

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-Q

Item 1. Financial Statements