Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January 17, 2025, by the following individuals or entities: (i) each person or entity who beneficially owns five percent (5%) or more of the outstanding shares of the Company’s common stock as of January 17, 2025; (ii) the Named Executive Officers (as defined above in Item 11 “Executive Compensation”); (iii) each director and nominee for director; and (iv) all current executive officers and directors of the Company, as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, is not necessarily indicative of beneficial ownership for any other purpose, and does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. As of January 17, 2025, there were 160,741,022 shares of the Company’s common stock outstanding.

In computing the number of shares of Company common stock beneficially owned by a person and the percentage ownership of that person, shares of Company common stock that are subject to stock options or other rights held by that person that are currently exercisable or that will become exercisable within sixty (60) days of January 17, 2025, are deemed outstanding. These shares are not, however, deemed outstanding for the purpose of computing the percentage ownership of any other person.

• Less than 1%

(1) Unless otherwise set forth in the following notes, each person’s address is the address of our principal executive offices at Skyworks Solutions, Inc., 5260 California Avenue, Irvine, CA 92617, and stockholders have sole voting and sole investment power with respect to the shares, except to the extent such power may be shared by a spouse or otherwise subject to applicable community property laws.

(2) The table does not reflect the number of shares of Company common stock to be issued pursuant to unvested restricted stock units (the “Unvested RSUs”) and earned, but unissued, performance share awards subject to time-based vesting only (the “Unvested PSAs”), in each case that are not scheduled to vest within sixty (60) days of January 17, 2025, as follows: Mr. Batey—2,272 shares under Unvested RSUs; Mr. Beebe—2,272 shares under Unvested RSUs; Mr. Bori—38,234 shares under Unvested RSUs and 4,072 shares under Unvested PSAs; Mr. Guerin—2,272 shares under Unvested RSUs; Mr. Griffin—129,434 shares under Unvested RSUs and 14,253 shares under Unvested PSAs; Mr. Kasnavi—43,653 shares under Unvested RSUs and 4,072 shares under Unvested PSAs; Ms. King—2,272 shares under Unvested RSUs; Ms. McBride—2,272 shares under Unvested RSUs; Mr. McGlade— 2,272 shares under Unvested RSUs; Mr. Schriesheim—2,272 shares under Unvested RSUs; Mr. Sennesael—47,996 shares under Unvested RSUs and 3,868 shares under Unvested PSAs; Mr. Terry—33,896 shares under Unvested RSUs and 3,360 shares under Unvested PSAs; Ms. Turcke—2,964 shares under Unvested RSUs; current directors and executive officers as a group (14 persons)—336,576 shares under Unvested RSUs and 31,711 shares under Unvested PSAs.

(3) Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to zero shares, shared voting power with respect to 203,684 shares, sole dispositive power with respect to 17,980,820 shares, and shared dispositive power with respect to 675,353 shares. With respect to the information relating to Vanguard, we have relied on information disclosed by Vanguard on a Schedule 13G/A filed with the SEC on February 13, 2024. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(4) Consists of shares beneficially owned by BlackRock, Inc. (“BlackRock”), in its capacity as a parent holding company of various subsidiaries under Rule 13d1(b)(1)(ii)(G). In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to 14,766,933 shares and sole dispositive power with respect to 16,129,698 shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock France SAS, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, SpiderRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. With respect to the information relating to BlackRock and its affiliated entities, we have relied on information disclosed by BlackRock on a Schedule 13G filed with the SEC on September 10, 2024. The address of BlackRock is 50 Hudson Yards, New York, NY 10001.

(5) Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January 17, 2025.

Equity Compensation Plan Information

As of September 27, 2024, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

• the 2002 Employee Stock Purchase Plan, as Amended

• the Non-Qualified Employee Stock Purchase Plan, as Amended

• the Amended and Restated 2008 Director Long-Term Incentive Plan

• the Second Amended and Restated 2015 Long-Term Incentive Plan

Except for the Non-Qualified Employee Stock Purchase Plan, as Amended (the “Non-Qualified ESPP”), each of the foregoing equity compensation plans was approved by the Company’s stockholders. A description of the material features of the Non-Qualified ESPP is provided below under the heading “Non-Qualified Employee Stock Purchase Plan.”

The following table presents information about these plans as of September 27, 2024.

(1) Excludes 2,754,129 unvested shares under restricted stock and RSU awards and 1,568,746 unvested shares under PSAs, which number assumes achievement of performance goals under outstanding PSAs at target levels.

(2) Includes 2,086,629 shares available for future issuance under the 2002 Employee Stock Purchase Plan, as Amended, 11,638,048 shares available for future issuance under the Second Amended and Restated 2015 Long-Term Incentive Plan, and 502,383 shares available for future issuance under the Amended and Restated 2008 Director Long-Term Incentive Plan.

(3) Represents shares available under the Non-Qualified ESPP.

Non-Qualified Employee Stock Purchase Plan

We maintain the Non-Qualified ESPP to provide employees of the Company and participating subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase, by means of payroll deductions, of shares of the Company’s common stock at a discount from the market price of the common stock at the time of purchase. The Non-Qualified ESPP is intended for use primarily by employees located outside the United States. Under the plan, eligible employees may purchase common stock through payroll deductions of up to 15% of eligible compensation. The price per share is the lower of 85% of the market price at the beginning or end of each six-month offering period.