What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2026-02-05 · 142 added, 113 removed, 470 unchanged (35% of the section changed)

3 unchanged sentences

(Unaudited, in millions, except per share amounts)

Three Months Ended

January 2, 2026 December 27, 2024

Three Months Ended Six Months Ended

April 3, 2026 March 28, 2025 April 3, 2026 March 28, 2025

Net revenue $ 943.7 $ 953.2 $ 1,979.1 $ 2,021.7

10 unchanged sentences

Other income, net

10.8 11.9 23.0 28.0

Income before income taxes 45.4 102.4 155.0 292.8

11 unchanged sentences

(Unaudited, in millions)

Three Months Ended

January 2, 2026 December 27, 2024

Three Months Ended Six Months Ended

April 3, 2026 March 28, 2025 April 3, 2026 March 28, 2025

Net income $ 35.6 $ 68.7 $ 114.8 $ 230.7

7 unchanged sentences

(In millions, except per share amounts)

January 2, 2026 October 3, 2025

April 3, 2026 October 3, 2025

Current assets:

31 unchanged sentences

525.0 shares authorized;

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

150.4 shares issued and outstanding at April 3, 2026, and 148.7 shares issued and outstanding at October 3, 2025

Additional paid-in capital 175.0 68.1

7 unchanged sentences

(Unaudited, in millions)

Three Months Ended

January 2, 2026 December 27, 2024

Six Months Ended

April 3, 2026 March 28, 2025

Cash flows from operating activities:

19 unchanged sentences

Other 0.6 2.2

Net cash provided by investing activities 139.0 7.5

Net cash provided by (used in) investing activities 46.8 ( 25.4 )

Cash flows from financing activities:

Repurchase of common stock - payroll tax withholdings on equity awards ( 40.0 ) ( 38.9 )

Repurchase of common stock - stock repurchase program ( 7.5 ) ( 500.0 )

Dividends paid ( 213.2 ) ( 223.1 )

Proceeds from employee stock purchase plan 21.2 20.0

Debt financing costs ( 1.1 ) —

Net cash used in financing activities ( 240.6 ) ( 742.0 )

23 unchanged sentences

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

Net income — $ — $ — $ 35.6 $ — $ 35.6

Exercise and settlement of share-based awards, net of shares withheld for taxes 0.5 0.1 20.0 — — 20.1

Share-based compensation expense — — 57.9 — — 57.9

Dividends declared — — — ( 106.8 ) — ( 106.8 )

Balance at April 3, 2026

150.4 $ 37.6 $ 175.0 $ 5,558.5 $ ( 5.4 ) $ 5,765.7

Balance at September 27, 2024

6 unchanged sentences

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

Net income — $ — $ — $ 68.7 $ — $ 68.7

Exercise and settlement of share-based awards, net of shares withheld for taxes 0.3 0.1 19.4 — — 19.5

Share-based compensation expense — — 66.4 — — 66.4

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

Dividends declared — — — ( 110.6 ) — ( 110.6 )

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

Balance at March 28, 2025

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

See accompanying Notes to Consolidated Financial Statements.

17 unchanged sentences

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.

The three and six months ended April 3, 2026, and March 28, 2025, each consisted of 13 weeks and 26 weeks, respectively.

Recently Issued Accounting Pronouncements

20 unchanged sentences

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

Three Months Ended

January 2, 2026 December 27, 2024

Three Months Ended Six Months Ended

April 3, 2026 March 28, 2025 April 3, 2026 March 28, 2025

United States $ 687.3 $ 712.6 $ 1,493.1 $ 1,571.0

6 unchanged sentences

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

Three Months Ended

January 2, 2026 December 27, 2024

Three Months Ended Six Months Ended

April 3, 2026 March 28, 2025 April 3, 2026 March 28, 2025

Distributors $ 815.1 $ 833.2 $ 1,731.0 $ 1,784.1

6 unchanged sentences

Current Noncurrent

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

April 3, 2026 October 3, 2025 April 3, 2026 October 3, 2025

Treasury and government securities $ 6.3 $ 112.4 $ 12.7 $ 14.2

Corporate bonds and notes 2.2 100.5 1.5 —

Municipal bonds — — 0.4 —

Total marketable securities $ 8.5 $ 212.9 $ 14.6 $ 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 January 2, 2026, or October 3, 2025.

Neither gross unrealized gains and losses nor realized gains and losses were material as of April 3, 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):

January 2, 2026 October 3, 2025

April 3, 2026 October 3, 2025

Fair Value Measurements Fair Value Measurements

2 unchanged sentences

Corporate bonds and notes 3.7 — 3.7 — 100.5 — 100.5 —

Municipal bonds 0.4 — 0.4 — — — — —

Total assets at fair value $ 1,436.4 $ 1,417.1 $ 19.3 $ — $ 1,388.4 $ 1,229.4 $ 159.0 $ —

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

(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 ninety days or less until maturity.

1 unchanged sentence

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 months ended January 2, 2026 and December 27, 2024, respectively.

There were no indicators of impairment identified during the three and six months ended April 3, 2026 and March 28, 2025, respectively.

Fair Value of Debt

2 unchanged sentences

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

January 2, 2026 October 3, 2025

April 3, 2026 October 3, 2025

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

3 unchanged sentences

Inventory consists of the following (in millions):

January 2, 2026 October 3, 2025

April 3, 2026 October 3, 2025

Raw materials $ 60.4 $ 44.8

4 unchanged sentences

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

January 2, 2026 October 3, 2025

April 3, 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 months ended January 2, 2026.

There were no changes to the carrying amount of goodwill during the three and six months ended April 3, 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 in-process research and development (“IPR&D”) impairment noted during the three months ended January 2, 2026 and December 27, 2024, respectively.

There were no indicators of goodwill and in-process research and development (“IPR&D”) impairment noted during the three and six months ended April 3, 2026 and March 28, 2025, respectively.

Intangible assets consist of the following (in millions):

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

Period (Years) April 3, 2026 October 3, 2025

Developed technology and other 6.4 $ 1,396.5 $ ( 750.7 ) $ 645.8 $ 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.

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.

There were no transfers of IPR&D assets to definite-lived intangible assets during the three and six months ended April 3, 2026.

During each of the three and six months ended March 28, 2025, $ 24.7 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of eight years .

Amortization expense related to definite-lived intangible assets was $ 42.9 million and $ 87.5 million for the three and six months ended April 3, 2026,

respectively, primarily recorded within cost of goods sold.

Amortization expense related to definite-lived intangible assets was $ 45.6 million and $ 94.0 million for the three and six months ended March 28, 2025, 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

January 2, 2026 December 27, 2024

Three Months Ended Six Months Ended

April 3, 2026 March 28, 2025 April 3, 2026 March 28, 2025

Provision for income taxes $ 9.8 $ 33.7 $ 40.2 $ 62.1

Effective tax rate 21.6 % 32.9 % 25.9 % 21.2 %

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.

The difference between the Company’s effective tax rate and the 21.0 % United States federal statutory rate for the three and six months ended April 3, 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 and tax benefits 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 and six months ended March 28, 2025 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 addition to the aforementioned factors, the Company’s effective tax rate was higher than the 21.0 % United States federal statutory rate due to the remeasurement of existing net deferred tax liabilities in Singapore.

In August 2022, the U.S.

1 unchanged sentence

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

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.

CAMT did not have a material impact on the Company’s consolidated financial statements during the three and six months ended April 3, 2026 and had no impact on the Company’s consolidated financial statements during the three and six months ended March 28, 2025.

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 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.

Pillar Two did not have a material impact on the Company’s consolidated financial statements during the three and six months ended April 3, 2026 and March 28, 2025.

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.

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 OBBBA did not have a material impact on the Company’s consolidated estimated annualized effective tax rate during the three and six months ended April 3, 2026.

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

11 unchanged sentences

(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.

Denso alleged that the Company had and was willfully infringing Denso’s U.S.

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

During the three and six months ended April 3, 2026, the Company settled the Denso Corporation litigation and recorded an immaterial charge to the Company’s financial statements.

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.

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

Guarantees and Indemnities

15 unchanged sentences

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 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 April 3, 2026, deposits and prepayments under the long-term capacity reservation agreements were

$ 57.0 million, with $ 16.2 million recorded within other current assets and $ 40.8 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.

5 unchanged sentences

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 .

During each of the three and six months ended April 3, 2026, the Company did not repurchase any shares of its common stock.

As of April 3, 2026, approximately $ 1.2 billion remained available under the stock repurchase program.

During each of the three and six months ended March 28, 2025, the Company repurchased 7.4 million shares of its common stock for $ 504.3 million (including commissions and excise tax, as applicable), all of which shares were repurchased pursuant to the stock repurchase program.

On May 5, 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 June 16, 2026 , to the Company’s stockholders of record as of the close of business on May 26, 2026 .

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

4 unchanged sentences

First quarter $ 0.71 $ 106.4 $ 0.70 $ 112.5

Second quarter 0.71 106.8 0.70 110.6

Total dividends $ 1.42 $ 213.2 $ 1.40 $ 223.1

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

January 2, 2026 December 27, 2024

Three Months Ended Six Months Ended

April 3, 2026 March 28, 2025 April 3, 2026 March 28, 2025

Cost of goods sold $ 5.6 $ 5.7 $ 23.1 $ 13.0

1 unchanged sentence

Selling, general, and administrative 15.8 16.9 26.2 35.1

Restructuring, impairment, and other charges — 12.5 — 12.5

Total share-based compensation $ 58.0 $ 62.7 $ 115.7 $ 113.8

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

January 2, 2026 December 27, 2024

Three Months Ended Six Months Ended

April 3, 2026 March 28, 2025 April 3, 2026 March 28, 2025

Net income $ 35.6 $ 68.7 $ 114.8 $ 230.7

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 months ended January 2, 2026, and December 27, 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 and six months ended April 3, 2026, and March 28, 2025, 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):

January 2, 2026 October 3, 2025

April 3, 2026 October 3, 2025

Prepaid expenses $ 234.4 $ 201.0

2 unchanged sentences

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

January 2, 2026 October 3, 2025

April 3, 2026 October 3, 2025

Accrued customer liabilities $ 200.4 $ 202.8

6 unchanged sentences

(“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.

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 stockholders 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 stockholders, and satisfaction of other customary closing conditions.

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

2 unchanged sentences

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).

Each of Skyworks’ special meeting of stockholders and Qorvo’s special meeting of stockholders were held virtually on February 11, 2026 at 11:30 AM, Pacific Time, and the stockholders of each respective company approved the ballot measures at each of their respective special meetings.

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

2 unchanged sentences

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.

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.

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.

Depending on market conditions, the Company may choose to opportunistically put in place the financing for the transactions contemplated by the Merger Agreement well in advance of any expected closing, including to partially pay the cash portion of the consideration to be paid to Qorvo stockholders and to pay fees and expenses, as well as potential transactions to refinance and/or exchange Qorvo’s senior notes.

The receipt of financing by the Company is not a condition to the Company’s 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.

As a result, as of April 3, 2026, Goldman Sachs Bank USA has committed to provide up to $ 1,500.0 million of senior unsecured bridge term loans.

Transaction costs were $ 19.7 million and $ 53.4 million recorded within selling, general, and administrative expense during the three and six months ended April 3, 2026, respectively.

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

Revolving Credit Agreement

7 unchanged sentences

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.

As of April 3, 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.

11 unchanged sentences

RESULTS OF OPERATIONS

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

Three and Six Months Ended April 3, 2026, and March 28, 2025

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

Three Months Ended

January 2, 2026 December 27, 2024

Three Months Ended Six Months Ended

April 3, 2026 March 28, 2025 April 3, 2026 March 28, 2025

Net revenue 100.0 % 100.0 % 100.0 % 100.0 %

10 unchanged sentences

Other income, net

1.1 1.2 1.2 1.4

Income before income taxes 4.8 10.7 7.8 14.5

12 unchanged sentences

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.

6 unchanged sentences

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.

Depending on market conditions, we may choose to opportunistically put in place the financing for the transactions contemplated by the Merger Agreement well in advance of any expected closing, including to partially pay the cash portion of the consideration to be paid to Qorvo stockholders and to pay fees and expenses, as well as potential transactions to refinance and/or exchange Qorvo’s senior notes.

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

1 unchanged sentence

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.

As a result, as of April 3, 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.

3 unchanged sentences

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

During the three months ended April 3, 2026, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue decreased to $943.7 million for the three months ended April 3, 2026, as compared to $953.2 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 decreased to $1,436.4 million.

The decrease in cash, cash equivalents, and marketable securities during the three months ended April 3, 2026 was primarily due to dividend payments of $106.8 million and capital expenditures of $82.3 million, partially offset by cash generated from operations of $50.3 million.

Three Months Ended Six Months Ended

(dollars in millions) April 3, 2026 Change March 28, 2025 April 3, 2026 Change March 28, 2025

Net revenue $ 943.7 (1.0)% $ 953.2 $ 1,979.1 (2.1)% $ 2,021.7

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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.

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

The decrease in net revenue for the three and six months ended April 3, 2026, as compared with the corresponding periods 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 Six Months Ended

(dollars in millions) April 3, 2026 Change March 28, 2025 April 3, 2026 Change March 28, 2025

Gross profit $ 385.3 (1.6)% $ 391.6 $ 812.6 (2.5)% $ 833.5

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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 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.

The decrease in gross profit for the three and six months ended April 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily the result of unfavorable product mix, partially offset by higher unit volumes.

Research and Development

Three Months Ended

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

Three Months Ended Six Months Ended

(dollars in millions) April 3, 2026 Change March 28, 2025 April 3, 2026 Change March 28, 2025

Research and development $ 212.4 13.9% $ 186.5 $ 415.7 14.5% $ 362.9

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 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.

The increase in research and development expenses for the three and six months ended April 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily related to increases in headcount-related expenses, including share-based compensation, as a result of our increased investment in developing new technologies and products.

Selling, General, and Administrative

Three Months Ended

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

Three Months Ended Six Months Ended

(dollars in millions) April 3, 2026 Change March 28, 2025 April 3, 2026 Change March 28, 2025

Selling, general, and administrative $ 119.7 36.0% $ 88.0 $ 228.0 33.6% $ 170.6

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 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

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

Amortization of intangibles $ 0.2 —% $ 0.2

% of net revenue — % — %

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

The increase in selling, general, and administrative expenses for the three and six months ended April 3, 2026, as compared with the corresponding periods 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.

Restructuring, Impairment, and Other Charges

Three Months Ended

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

Three Months Ended Six Months Ended

(dollars in millions) April 3, 2026 Change March 28, 2025 April 3, 2026 Change March 28, 2025

Restructuring, impairment, and other charges $ 10.9 (44.4)% $ 19.6 $ 22.5 6.6% $ 21.1

% of net revenue 1.2 % 2.1 % 1.1 % 1.0 %

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.

Restructuring, impairment, and other charges for the three and six months ended April 3, 2026, was primarily due to costs associated with facility consolidation and closure.

Restructuring, impairment, and other charges for the three and six months ended March 28, 2025, was primarily due to charges incurred in connection with the transition of our chief executive officer.

Interest Expense

Three Months Ended

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

Three Months Ended Six Months Ended

(dollars in millions) April 3, 2026 Change March 28, 2025 April 3, 2026 Change March 28, 2025

Interest expense $ 7.5 10.3% $ 6.8 $ 13.9 2.2% $ 13.6

% of net revenue 0.8 % 0.7 % 0.7 % 0.7 %

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

Interest expense was consistent for the three and six months ended April 3, 2026, as compared with the corresponding periods in fiscal 2025.

Other Income, Net

Three Months Ended

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

Three Months Ended Six Months Ended

(dollars in millions) April 3, 2026 Change March 28, 2025 April 3, 2026 Change March 28, 2025

Other income, net $ 10.8 (9.2)% $ 11.9 $ 23.0 (17.9)% $ 28.0

% of net revenue 1.1 % 1.2 % 1.2 % 1.4 %

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.

The decrease in other income, net for the three and six months ended April 3, 2026, as compared with the corresponding periods 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

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

Three Months Ended Six Months Ended

(dollars in millions) April 3, 2026 Change March 28, 2025 April 3, 2026 Change March 28, 2025

Provision for income taxes $ 9.8 (70.9)% $ 33.7 $ 40.2 (35.3)% $ 62.1

% of net revenue 1.0 % 3.5 % 2.0 % 3.1 %

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.

We recorded a provision for income taxes of $9.8 million and $40.2 million for the three and six months ended April 3, 2026, respectively.

The decrease in income tax expense for the three and six months ended April 3, 2026, as compared with the corresponding periods in fiscal 2025, was primarily due to lower foreign taxes, partially offset by share-based compensation shortfalls, uncertain tax positions, transaction costs related to the pending transaction with Qorvo, and a lower FDII benefit.

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

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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.

The tax impact associated with Pillar Two was immaterial to the financial statements for the three and six months ended April 3, 2026 and March 28, 2025, respectively.

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

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government enacted the OBBBA.

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

The OBBBA did not have a material impact to the financials for the three and six months ended April 3, 2026.

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

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LIQUIDITY AND CAPITAL RESOURCES

Three Months Ended

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

Six Months Ended

(in millions) April 3, 2026 March 28, 2025

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

Net cash provided by operating activities 445.8 786.6

Net cash provided by investing activities 139.0 7.5

Net cash provided by (used in) investing activities 46.8 (25.4)

Net cash used in financing activities (240.6) (742.0)

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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 $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.

The $340.8 million decrease in cash provided by operating activities during the six months ended April 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease in cash inflows as a result of changes to working capital (net of cash) of $199.7 million, due primarily to inventory and 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.

The $72.2 million increase in cash provided by investing activities during the six months ended April 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease of $252.3 million in purchases of marketable securities, partially offset by a decrease of $114.9 million in the sale or maturity of marketable securities and an increase of $61.4 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 $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.

The $501.4 million decrease in cash used in financing activities during the six months ended April 3, 2026, as compared with the corresponding period in fiscal 2025, was primarily related to a decrease of $492.5 million in share repurchases, net of excise tax paid, and a decrease of $9.9 million in dividend payments.

Cash, cash equivalents, and marketable securities totaled $1,436.4 million as of April 3, 2026, representing an increase of $48.0 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 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.

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

As of April 3, 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.

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, 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.

As of April 3, 2026, Goldman Sachs Bank USA has committed to provide up to $1,500.0 million of senior unsecured bridge term loans.

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:

5 unchanged sentences

money market funds, U.S.

Treasury and government securities, and corporate bonds and notes.

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

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