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SWKSSkyworks Solutions

Technology · Semiconductors · Nasdaq
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The 10-K against last year's

175 changes: 41 added, 69 removed, 63 reworded, 2 quiet changes

10-K Nov 10, 2026 vs Nov 7, 2025
Risk FactorsRedline ↓
29.3%
of the text changed · 16,859 words now
31.0%
of the text changed · 3,778 words now
Legal ProceedingsRedline ↓
20.3%
of the text changed · 673 words now
Accounting PoliciesRedline ↓
14.8%
of the text changed · 3,838 words now

10-K 0000004127-26-000055 (2026-11-10) vs 10-K 0000004127-25-000085 (2025-11-07)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 334 words changed in this paragraph; it is 41% similar to last year's version.
Demand from customers in China may be adversely affected by China’s evolving laws and regulations, including those relating to taxation, import and export tariffs and restrictions, currency controls, environmental regulations, privacy and information security, indigenous innovation, and intellectual property rights and enforcement of those rights. Enforcement of existing laws or agreements may be inconsistent, and the potential issuance of new laws and regulations creates uncertainty. In addition, changes in the political environment, economic environment, governmental policies, United States-China relations, or China-Taiwan relations could result in revisions to laws or regulations or their interpretation and enforcement, exposure of our intellectual property, increased taxation, restrictions on imports, import duties, or currency revaluations, any of which could have an adverse effect on our business plans and operating results. In particular, the imposition by the United States of new tariffs, including the tariffs announced in 2025, on goods imported from China, or deemed to be of Chinese origin, and other government actions that restrict our ability to sell our products to Chinese customers or to manufacture or source components in China, and countermeasures imposed by China in response, could directly or indirectly adversely impact our manufacturing costs, the availability and cost of materials, including gallium, germanium, antimony, and rare earth metals, and the sales of our products in China and elsewhere. For example, the U.S. government has expanded export restrictions, and might continue expanding export restrictions, including by adding certain Chinese entities to the U.S. Bureau of Industry and Security’s Entity List (“Entity List”) or other entity lists, which has limited, and could in the future limit, our ability to sell to certain of those entities and to third parties that do business with those entities. These restrictions have negatively impacted, and may continue to negatively impact, sales of our products. In the future, we may be prevented from shipping, or be required to obtain a license to ship, our products to certain customers if they are added to the Entity List. In addition, geopolitical changes in China-Taiwan relations could disrupt the operations of several companies in Taiwan that are suppliers to, or third-party partners of, the Company, our customers, and our customers’ other suppliers. Disruption of certain critical operations in Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire semiconductor industry. Finally, China’s investments in technology development and manufacturing capability in support of its stated policy of reducing its dependence on foreign semiconductor manufacturers and other technology companies has likely already resulted, and we expect will continue to result, in reduced demand for our products in China and other key markets as well as reduced supply of critical materials for our products.

Source: Item 1A, 10-K 0000004127-25-000085 vs Item 1A, 10-K 0000004127-24-000131

Legal Proceedings 141 words changed in this paragraph; it is 46% similar to last year's version.
The Company monitors the status of legal proceedings and other contingencies on an ongoing basis to assess whether loss contingencies should be recognized and disclosed in its financial statements and footnotes. The Other than as described below, the Company does not believe there are any pending legal proceedings that are at least reasonably possible to result in a material loss. The 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). 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. Denso is seeking monetary damages, including enhanced damages, interest, fees and costs, and injunctive relief. While the Company is engaged in various legal actions in unable to determine the normal course ultimate outcome of business and, while there can be no assurances, these suits, the Company believes it has substantial defenses and intends to vigorously oppose the outcome of all pending litigation involving the Company will not have, individually or in the aggregate, a material adverse effect on its business or financial statements. suits.

Source: Item 3, via Note 11 – COMMITMENTS AND CONTINGENCIES, 10-K 0000004127-25-000085 vs Item 3, via Note 11 – COMMITMENTS AND CONTINGENCIES, 10-K 0000004127-24-000131

MD&A 113 words changed in this paragraph; it is 38% similar to last year's version.
Future changes in tax laws could arise related to In December 2021, the BEPS Project of the OECD, including 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 One and Pillar Two; the European Commission’s “state aid” investigations; enactment of a global corporate minimum tax; and other developments that could have an adverse effect on the taxation of our business, including reducing the availability of tax credits and payment of higher income taxes. Two. Many countries have implemented laws based on Pillar Two Two, which will be became effective for us beginning in fiscal year 2025. The tax impact associated with Pillar Two was immaterial to the financial statements 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.

Source: Item 7, 10-K 0000004127-25-000085 vs Item 7, 10-K 0000004127-24-000131

Accounting Policies 87 words changed in this paragraph; it is 55% similar to last year's version.
Pricing adjustments and estimates of returns are treated as variable consideration for purposes of determining the transaction price. Sales returns are generally accepted at the Company’s discretion or from distributors with stock rotation rights. Stock rotation allows distributors limited levels of returns and is based on the distributor’s prior purchases. Price protection represents price discounts granted to certain distributors and is based on negotiations on sales to end customers. Variable consideration is estimated using the expected value method considering all reasonably available information, including the Company’s historical experience and its current expectations, and is reflected in the transaction price when sales are recorded. The Company records net revenue excluding taxes on its sales to trade customers. The Company recognizes shipping fees, if any, received from customers in revenue and includes the related shipping and handling costs in cost of revenue.

Source: Item 8, Note 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000004127-25-000085 vs Item 8, Note 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000004127-24-000131

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of SWKS's Risk Factors and MD&A, 10-K 2026-11-10 against 10-K 2025-11-07. Each links to the text at sec.gov.

RemovedRisk 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 ↗

RemovedRisk Factors
•Completion of the proposed Mergers is subject to the satisfaction or waiver of closing conditions contained in the Merger Agreement, including certain regulatory approvals which may not be received, may take longer than expected or the receipt of which may impose conditions that are not presently anticipated or that cannot be met, and if these closing conditions are not satisfied or waived, the proposed Mergers will not be completed.

Read it in 10-K 2025-11-07 at sec.gov ↗

RemovedRisk Factors
•The Merger Agreement contains provisions that limit our ability to pursue alternative transactions to the Mergers which could discourage a potential third party from making an alternative transaction proposal.

Read it in 10-K 2025-11-07 at sec.gov ↗

RemovedRisk Factors
•As a result of the Mergers, we anticipate that the scope and size of our operations and business will substantially change and will result in certain incremental risks to us, including increased competition. We may not realize the full expected benefits of the Mergers.

Read it in 10-K 2025-11-07 at sec.gov ↗

RemovedRisk Factors
•The Mergers will require us to incur substantial additional indebtedness, which could reduce our flexibility to operate our business and negatively affect our financial condition, and increase the risks associated with our level of indebtedness.

Read it in 10-K 2025-11-07 at sec.gov ↗

Show the other 16
RemovedRisk 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 ↗

RemovedRisk 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 ↗

RemovedRisk Factors
The Merger Agreement may be terminated under certain circumstances, including that either party may terminate if the Mergers are not completed by April 27, 2027, which date may be extended to July 27, 2027, and to October 27, 2027, in each case under certain circumstances as provided in the Merger Agreement (the “Outside Date”). Upon termination of the Merger Agreement, each party under specified circumstances, including termination by such party to accept a Superior Proposal (as defined in the Merger Agreement) or termination by the other party upon a change in such party’s board of directors’ recommendation to its

Read it in 10-K 2025-11-07 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-11-07 at sec.gov ↗

RemovedMD&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 ↗

RemovedMD&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 ↗

RemovedMD&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 ↗

RemovedMD&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 ↗

RemovedMD&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 ↗

RemovedMD&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 ↗

RemovedMD&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 ↗

RemovedMD&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 ↗

RemovedMD&A
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.

Read it in 10-K 2025-11-07 at sec.gov ↗

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