Sentences and paragraphs of SWKS's Risk Factors and MD&A, 10-K 2025-11-07 against 10-K 2024-11-15.
Each links to the text at sec.gov.
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AddedRisk Factors
•If our senior management transitions are not successful, our business and future growth prospects could be harmed.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedRisk Factors
•Our outstanding indebtedness could reduce our flexibility to operate our business.
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AddedRisk Factors
Completion of the proposed transaction with Qorvo may be delayed or not occur at all for a variety of reasons, including that the Merger Agreement is terminated, and the failure to complete the Mergers could adversely affect our business, results of operations, financial condition, and the market price of our common stock.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedRisk Factors
On October 27, 2025, we entered into the 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”), 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”) with 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. Completion of the Mergers is subject to customary closing conditions, including (1) the adoption of the Merger Agreement by Qorvo’s stockholders, and the approval of the issuance of common stock as merger consideration by the Company’s stockholders as required under Nasdaq listing rules, (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Mergers under certain other antitrust and foreign investment regimes, (3) the absence of any order, injunction or law prohibiting the Mergers in such jurisdictions, (4) the effectiveness of the registration statement pursuant to which shares of the Company’s common stock to be issued in the Mergers will be registered with the SEC, (5) the accuracy of the other party’s representations and warranties, subject to certain standards set forth in the Merger Agreement, (6) compliance in all material respects by the other party with its obligations under the Merger Agreement, and (7) the absence of a continuing material adverse effect with respect to each party. Therefore, there can be no assurance that the Mergers will be completed in the expected timeframe (early in calendar year 2027), or at all.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
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 Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and other regulatory approvals under certain antitrust and foreign investment regimes, the absence of any order, injunction or law of such jurisdictions prohibiting the Mergers, and the effectiveness of a registration statement on Form S-4 to be filed by us.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
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 Qorvo and us 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.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
In connection with the execution of the Merger Agreement, we 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 us is not a condition to our obligation to consummate the Mergers.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
For more on risks related to the Mergers, see Part I, Item 1A, Risk Factors, “Risks Associated with the Proposed Transaction with Qorvo” of this Annual Report on Form 10-K.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
•On February 4, 2025, the Board of Directors appointed Philip Brace as the President and Chief Executive Officer of the Company and as a director, effective February 17, 2025.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
•On May 7, 2025, the Board of Directors appointed Todd Lepinski as Senior Vice President, Sales and Marketing, effective as of June 2, 2025.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
•On August 23, 2025, the Board of Directors appointed Philip Carter as Senior Vice President and Chief Financial Officer of the Company, effective as of September 8, 2025.
Read it in 10-K 2025-11-07 at sec.gov ↗
AddedMD&A
In July 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”). The OBBBA did not have a material impact to the financials for fiscal 2025. We continue to evaluate the impact of the OBBBA on our business for future periods.
Read it in 10-K 2025-11-07 at sec.gov ↗