Skyworks Solutions (SWKS) 10-K/A risk factor changes: FY2025 vs FY2024

For the fiscal year ended [removed: September 27, 2024][added: October 3, 2025]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price of the registrant’s common stock as reported on the Nasdaq Global Select Market on March [removed: 29, 2024,] [added: 28, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $17.3] [added: $9.8] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January [removed: 17, 2025,] [added: 26, 2026,] was [removed: 160,741,022.][added: 149,935,620.]

This Amendment No. 1 amends the Annual Report on Form 10-K of Skyworks Solutions, Inc. [removed: (“Skyworks”] [added: (“we”, “our”, “ours”, “us”, “Skyworks”] or the “Company”), for the year ended [removed: September 27, 2024,] [added: October 3, 2025,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 15, 2024] [added: 7, 2025] (the “Original Filing”).

The Company is filing this Amendment No. 1 for the sole purpose of providing the information required in Part III of Form 10-K, as the Company’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders is scheduled for May [removed: 14, 2025,] [added: 13, 2026,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.

In addition, the following is a list of certain terms that may be referenced throughout the document:

- Board: Board of Directors of Skyworks

- IoT (Internet of Things): the interconnection of uniquely identifiable embedded computing devices within the existing internet infrastructure

The following table sets forth for each director and executive officer of the Company his or her position with the Company as of January [removed: 17, 2025:][added: 26, 2026:]

| Reza Kasnavi | | | | | | [removed: Senior] [added: Executive] Vice President, [removed: Technology] [added: Chief Operations] and [removed: Manufacturing] [added: Technology Officer] | | |

| [removed: Kris Sennesael] [added: Philip Carter] | | | | | | Senior Vice President and Chief Financial Officer | | |

| Christine King, age [removed: 75,] [added: 76,] has been [added: Chairman of the Board since February 2025 and] a director since [removed: 2014 and] [added: 2014. Previously, Ms. King was] Lead Independent Director [removed: since 2019.] [added: from 2019 to February 2025.] Ms. King served as Executive Chairman of QLogic Corporation (a publicly traded developer of high performance server and storage networking connectivity products) from August 2015 until August 2016, when it was acquired by Cavium, Inc. Previously, she served as Chief Executive Officer of Standard Microsystems Corporation (“Standard Microsystems”) (a publicly traded developer of silicon-based integrated circuits utilizing analog and mixed-signal technologies) from 2008 until the company’s acquisition in 2012 by Microchip Technology, Inc. Prior to Standard Microsystems, Ms. King was Chief Executive Officer of AMI Semiconductor, Inc., a publicly traded company, from 2001 until it was acquired by ON Semiconductor Corp. in 2008. | | | | | | Other Public Company Boards Current •None Past 5 Years •Allegro MicroSystems, Inc. (until 2021) •IDACORP, Inc. (until 2021) | | |

Qualifications: [removed: We believe that] Ms. King’s qualifications to serve as a director include her extensive management and operational experience in the high-tech and semiconductor industries as well as her significant strategic and financial expertise.

| Alan S. Batey, age [removed: 61,] [added: 62,] has been a director since 2019. Mr. Batey served as Executive Vice President and President of North America for General Motors Company (a publicly traded automotive manufacturer), as well as the Global Brand Chief for Chevrolet, a division of General Motors Company, from 2014 until 2019. His career spans more than 39 years with General Motors where he held various senior management positions in operations, marketing, and sales around the world. | | | | | | Other Public Company Boards Current •None Past 5 Years •None | | |

Qualifications: [removed: We believe that] Mr. Batey’s qualifications to serve as a director include his extensive senior management experience at General Motors, where he developed expertise on a broad set of complex strategic, operational, and technological matters involving the automotive industry, an industry that is expected to be a growth market for the Company.

| Kevin L. Beebe, age [removed: 65,] [added: 66,] has been a director since 2004. He has been President and Chief Executive Officer of 2BPartners, LLC (a partnership that provides strategic, financial, and operational advice to private equity investors and management) since 2007. In 2014, Mr. Beebe became a founding partner of Astra Capital Management (a private equity firm based in Washington, D.C.). Previously, beginning in 1998, he was Group President of Operations at ALLTEL Corporation (a telecommunications services company). | | | | | | Other Public Company Boards Current •SBA Communications Corporation [added: Past 5 Years] •Frontier Communications Parent, Inc. (formerly Frontier Communications [removed: Corporation), Lead Independent Director Past 5 Years] [added: Corporation) (until 2026)] •Altimar Acquisition Corporation (until 2021) •Altimar Acquisition Corp. II (until 2021) | | |

Qualifications: [removed: We believe that] Mr. Beebe’s qualifications to serve as a director include his two decades of experience as an operating executive in the wireless telecommunications industry as well as his experience and relationships gained from advising leading private equity firms that are transacting business in the global capital markets.

| Eric J. Guerin, age [removed: 53,] [added: 54,] has been a director since 2022. He currently serves as Chief Financial Officer of RB [removed: Global] [added: Global, Inc.] (a publicly traded provider of insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles), a role he has held since January 2024. Previously, Mr. Guerin served as Senior Vice President and Chief Financial Officer of Veritiv Corporation (a formerly publicly traded provider of packaging and hygiene products), from March 2023 to December 2023 and its Senior Vice President-Finance from January 2023 to March 2023. Prior to that, he served as Executive Vice President and Chief Financial Officer of CDK Global Inc. (a formerly publicly traded provider of integrated technology solutions to the automotive industry) from 2021 to 2022. From 2016 to 2021, he served as Division Vice President and sector Chief Financial Officer at Corning Glass Technologies, a division of Corning, Inc. Previously, he served in financial leadership roles with Flowserve Corporation, Novartis Corporation, Johnson & Johnson Services Inc., and AstraZeneca PLC. | | | | | | Other Public Company Boards Current •None Past 5 Years •Natus Medical Incorporated (until 2022) | | |

Qualifications: [removed: We believe that] Mr. Guerin’s qualifications to serve as a director include his financial and operational [removed: expertise, together with his extensive engagements within Asia-Pacific] [added: expertise across multiple dynamic] markets.

| Suzanne E. McBride, age [removed: 56,] [added: 57,] has been a director since 2022. Ms. McBride serves as Chief Operations Officer for Iridium Communications Inc. (“Iridium”) (a publicly traded operator of a global satellite communications network). Prior to rejoining Iridium in February 2019, where she had previously served from 2007 to 2016 in various leadership roles, Ms. McBride served from June 2016 to January 2019 as Senior Vice President and Chief Operations Officer for OneWeb (a privately held company building a space-based global communications network that filed a voluntary petition for Chapter 11 bankruptcy protection [removed: on March 27,] [added: in] 2020). Earlier in her career, she held a series of increasingly senior positions in technology and operations with Motorola Solutions, Inc. (a publicly traded telecommunications company) and General Dynamics Corporation (a publicly traded aerospace and defense company). | | | | | | Other Public Company Boards Current •Iridium Communications Inc. Past 5 Years •None | | |

Qualifications: [removed: We believe that] Ms. McBride’s qualifications to serve as a director include her extensive strategy and operations expertise developed through twenty-five years of experience within the wireless technology industry.

| David P. McGlade, age [removed: 64,] [added: 65,] has been a director since 2005. He served as Chairman of the Board of Intelsat S.A. (“Intelsat”) (a formerly publicly traded worldwide provider of satellite communication services) from April 2013 to February 2022. Mr. McGlade served as Executive Chairman of Intelsat from April 2015 to March 2018, prior to which he served as Chairman and Chief Executive Officer. Mr. McGlade joined Intelsat in April 2005 and was the Deputy Chairman of Intelsat from August 2008 until April 2013. Previously, Mr. McGlade served as an Executive Director of mmO2 PLC and as the Chief Executive Officer of O2 UK (a subsidiary of mmO2), a position he held from October 2000 until March 2005. | | | | | | Other Public Company Boards Current •None Past 5 Years •Intelsat S.A. (until 2022) | | |

Qualifications: [removed: We believe that] Mr. McGlade’s qualifications to serve as a director include his significant operational, strategic, and financial acumen, as well as his knowledge about global capital markets, developed over [removed: nearly] [added: approximately] four decades of experience in the telecommunications business.

| Robert A. Schriesheim, age [removed: 64,] [added: 65,] has been a director since [removed: 2006.] [added: 2006 and served as the Interim Chief Financial Officer of the Company from May 2025 to September 2025.] He has been chairman of Truax Partners LLC (a consulting firm) since 2018 and has served as Adjunct Associate Professor of Finance at The University of Chicago Booth School of Business since September 2023. He served as Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (a publicly traded nationwide retailer) from August 2011 to October 2016. From January 2010 to October 2010, Mr. Schriesheim was Chief Financial Officer of Hewitt Associates, Inc. (a global human resources consulting and outsourcing company that was acquired by Aon Corporation). From October 2006 until December 2009, he was the Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (a [added: formerly] publicly traded ERP software [removed: provider).] [added: provider acquired by GGC Software Holdings, Inc. in 2011).] | | | | | | Other Public Company Boards Current •Houlihan Lokey, Inc., Lead Independent Director [removed: •Indivior PLC] [added: •Alight, Inc.] Past 5 Years [added: •Indivior PLC (until 2025)] •Frontier Communications Corporation (until 2021) | | |

Qualifications: [removed: We believe that] Mr. Schriesheim’s qualifications to serve as a director include his extensive knowledge of the capital markets and corporate financial capital structures, his expertise evaluating and structuring merger and acquisition transactions within the technology sector, and his experience gained through leading companies through major strategic and financial corporate transformations.

| Maryann Turcke, age [removed: 59,] [added: 60,] has been a director since 2023. Most recently, she served as a senior advisor at Brookfield Asset Management from September 2020 to September 2022. Previously, Ms. Turcke served as Chief Operating Officer of the National Football League (“NFL”) from January 2018 to September 2020 and as a Senior Advisor for the NFL from September 2020 to May 2021. She joined the league as President of NFL Network, Digital Media, NFL Films and IT in April 2017. Prior to the NFL, Ms. Turcke served for more than a decade in various leadership roles within BCE Inc. (a publicly traded communications company formerly known as Bell Canada Enterprises), including serving from April 2015 to February 2017 as president of Bell Media, a division of BCE. | | | | | | Other Public Company Boards Current [removed: •Frontier Communications Parent, Inc.] •Royal Bank of Canada Past 5 Years [added: •Frontier Communications Parent, Inc. (formerly Frontier Communications Corporation) (until 2026)] •Northern Star Investment Corp. II (until 2023) | | |

Qualifications: [removed: We believe that] Ms. Turcke’s qualifications to serve as a director include her significant operational, management and financial experience, including in the telecommunications industry.

In addition to the information presented above regarding each director’s specific experience, qualifications, attributes, and skills that led our Board [removed: of Directors] to conclude that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty, and adherence to high ethical standards.

Each of our directors will serve until the [removed: 2025] [added: 2026] Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

[removed: Bori,] [added: Terry,] age [removed: 54,] [added: 59,] joined the Company in [removed: July 2013] [added: 2003] and has served as Senior Vice President, [removed: Sales] [added: General Counsel] and [removed: Marketing,] [added: Secretary] since November 2017.

Durham, age [removed: 56,] [added: 57,] joined the Company in April 2018 and is Senior Vice President, Human Resources.

Reza Kasnavi, age [removed: 51,] [added: 52,] joined the Company in 2010 and has served as [removed: Senior] [added: Executive] Vice President, [removed: Technology] [added: Chief Operations] and [removed: Manufacturing,] [added: Technology Officer] since [removed: November 2019.][added: March 2025.]

He previously served as [added: Senior] Vice [added: President, Technology and Manufacturing, from November 2019 to March 2025, as Vice] President and General Manager, Open Market Platforms, from November 2012 to September [removed: 2018] [added: 2018,] and as Vice President, Central Engineering and Quality, from September 2018 to November 2019.

McGlade (Chairman), Eric Guerin, [removed: Christine King,] and [removed: Robert A.][added: Christine King.]

The Board [removed: of Directors] has determined that each of Mr. McGlade (Chairman), Mr. Guerin, [removed: Ms. King,] and [removed: Mr. Schriesheim] [added: Ms. King] meets the qualifications of an “audit committee financial expert” under SEC Rules and the qualifications of “financial sophistication” under the applicable Nasdaq Rules.

| Philip G. Brace | | | | | | Director, Chief Executive Officer and President | | |

| Christine King | | | | | | Chairman of the Board | | |

| Philip G. Brace, age 55, has been Chief Executive Officer and President and a director of the Company since February 2025. Previously, Mr. Brace served as Executive Chairman of Inseego Corp. (“Inseego”) (a publicly traded designer and developer of wireless broadband and IoT solutions) from February 2024 to February 2025 and served on the board of directors of Inseego from September 2023 to February 2025. Before that, Mr. Brace was President and Chief Executive Officer of Sierra Wireless Inc. (a formerly publicly traded provider of IoT solutions) from July 2021 to January 2023 where he led the company through significant improvements. Mr. Brace also held previous roles as Executive Vice President of Veritas Software Technology Corp (a formerly publicly traded provider of data management and protection solutions for businesses) from 2019 to 2021, and President of Cloud Systems and Electronic Solutions at Seagate Technology Holdings PLC (a publicly traded manufacturer of data storage products) from 2015 to 2017. Previously, Mr. Brace served in engineering and management roles at Intel Corporation (a publicly traded developer of computer components) and LSI Corporation (a formerly publicly traded semiconductor designer acquired by Avago Technologies Limited). | | | | | | Other Public Company Boards Current •BlackBerry Limited Past 5 Years •Inseego Corp. (until 2025) •Lantronix, Inc. (until 2025) •Sierra Wireless, Inc. (until 2023) | | |

Qualifications: Mr. Brace’s qualifications to serve as a director include his deep understanding of the semiconductor industry and his prior executive experience in the server, IoT and storage industries, as well as his track record of helping businesses enhance their product lines, market penetration and growth.

Philip Carter, age 47, has been Senior Vice President and Chief Financial Officer of the Company since September 2025.

Mr. Carter previously served as Vice President, Corporate Controller of the Company from February 2017 to

November 2024.

From November 2024 to September 2025, Mr. Carter was Corporate Vice President, Chief Accounting Officer at Advanced Micro Devices, Inc. (a high performance and adaptive computing leader).

| Liam K. Griffin | | | | | | Chairman of the Board, Chief Executive Officer and President | | |

| Christine King | | | | | | Lead Independent Director | | |

| Carlos S. Bori | | | | | | Senior Vice President, Sales and Marketing | | |

| Liam K. Griffin, age 58, is Chairman, Chief Executive Officer and President of the Company. Prior to his appointment as Chairman of the Board in May 2021, Mr. Griffin had served as Chief Executive Officer and a director since May 2016 and as President since May 2014. He served as Executive Vice President and Corporate General Manager from November 2012 to May 2014, Executive Vice President and General Manager, High Performance Analog from May 2011 to November 2012, and Senior Vice President, Sales and Marketing from August 2001 to May 2011. Previously, Mr. Griffin was employed by Vectron International, a division of Dover Corp., as Vice President of Worldwide Sales from 1997 to 2001 and as Vice President of North American Sales from 1995 to 1997. | | | | | | Other Public Company Boards Current •None Past 5 Years •National Instruments Corporation (until 2023) | | |

Qualifications: We believe that Mr. Griffin’s qualifications to serve as a director include his strong relationships with Skyworks’ key customers, investors, employees, and other stakeholders, as well as his deep understanding of the semiconductor industry and its competitive landscape gained through serving in several different executive positions at Skyworks over the past two decades.

Carlos S.

He previously served as Vice President, Sales and Marketing, from May 2016 to November 2017 and as Vice President, Marketing, from July 2013 to May 2016.

Previously, he spent more than 18 years with Beacon Electronic Associates (a North American independent representative of semiconductor manufacturers), serving as its President from 2004 to 2013.

Kris Sennesael, age 56, joined the Company in August 2016 and is Senior Vice President and Chief Financial Officer.

Previously, Mr. Sennesael served as Chief Financial Officer for Enphase Energy, Inc. (a semiconductor-based renewable energy solutions provider), from September 2012 to August 2016.

Earlier, he served as Chief Financial Officer for Standard Microsystems Corporation (a global fabless semiconductor company) from January 2009 to August 2012, prior to which he held financial positions at ON Semiconductor Corp., AMI Semiconductor, Inc., and Alcatel Microelectronics.

Mr. Sennesael currently serves on the board of directors of Maxeon Solar Technologies, Ltd. (a publicly traded manufacturer and provider of solar energy products).

Terry, age 58, joined the Company in 2003 and has served as Senior Vice President, General Counsel and Secretary since November 2017.

Schriesheim.

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our [removed: Chief] [added: Named] Executive [removed: Officer, our Chief Financial Officer, and our three next most highly paid executive officers] [added: Officers] during our fiscal year ended [removed: September 27, 2024] [added: October 3, 2025] (“fiscal year [removed: 2024”),] [added: 2025”),] as determined under the rules of the SEC.

[removed: We refer to this group of executive officers as our “Named Executive Officers.”] For fiscal year [removed: 2024,] [added: 2025,] our Named Executive Officers were:

Griffin, [added: Former] Chairman, Chief Executive Officer and President;

- Kris Sennesael, [added: Former] Senior Vice President and Chief Financial Officer; [added: and]

- Reza Kasnavi, [removed: Senior] [added: Executive] Vice President, [removed: Technology] [added: Chief Operations] and [removed: Manufacturing;][added: Technology Officer;]

[removed: Bori,] [added: |] Senior Vice [removed: President, Sales and Marketing;] [added: President] and [added: | | | 2024 | | | | | | | | | | | | | | | | | |]

Terry, Senior Vice President, General Counsel and [removed: Secretary.][added: Secretary;]

In evaluating and establishing our executive compensation policies and programs, our Compensation [added: and Talent] Committee values and actively considers the opinions expressed by our stockholders through the “say-on-pay” advisory vote at each annual stockholder meeting, as well as through our ongoing stockholder engagement efforts.

At our [removed: 2024] [added: 2025] Annual Meeting of Stockholders (the [removed: “2024] [added: “2025] Annual Meeting”), approximately [removed: 88%] [added: 91%] of the votes cast approved our “say-on-pay” proposal, reflecting continued support for our compensation policies and determinations for our fiscal year ended September [removed: 29, 2023] [added: 27, 2024] (“fiscal year [removed: 2023”).][added: 2024”).]

Following the [removed: 2024] [added: 2025] Annual Meeting, we [removed: engaged in formal] [added: continued our annual] stockholder [added: engagement efforts by conducting] outreach [removed: with 20] [added: to 19] institutional stockholders representing approximately [removed: 54%] [added: 60%] of the Company’s shares outstanding.

Stockholders representing approximately [removed: 44%] [added: 49%] of the Company’s shares outstanding responded to the outreach, either with written feedback, a request to speak, or by declining the invitation.

We held engagement meetings with each of those stockholders who requested to meet, representing approximately [removed: 36%] [added: 18%] of the Company’s shares outstanding.

The [removed: Lead Independent Director and] Chairman of [removed: our Compensation Committee,] [added: the Board,] Ms. King, was actively involved in stockholder engagement.

During these conversations, institutional stockholders were interested in discussing a range of topics beyond executive compensation, including [removed: corporate governance,] [added: our Chief Executive Officer transition in February 2025, the composition of the Board,] business [added: performance and] strategy, our efforts to eliminate the supermajority vote provisions from our Restated Certificate of Incorporation, and our sustainability program.

Input and feedback from our stockholders during the most recent outreach, as well as the ongoing dialogue we have shared with stockholders for many years, continues to directly inform the evolution of [added: our] compensation [removed: practices, which are detailed in the section below.][added: practices.]

For our fiscal year [removed: ending October 3, 2025 (“fiscal year 2025”),] [added: 2025,] the Compensation [added: and Talent] Committee made [removed: additional] changes to our long-term stock-based incentives for executives that were directly responsive to stockholder feedback.

Effective [removed: with] [added: for] the fiscal year 2025 performance share awards [added: (“PSAs”) granted] to Named Executive [removed: Officers,] [added: Officers on November 5, 2024,] both the performance period and vesting period for the EBITDA margin percentile ranking metric were increased from two years to three years.

The Compensation [added: and Talent] Committee, which is composed solely of independent directors within the meaning of applicable Nasdaq Rules and non-employee directors within the meaning of Rule 16b-3 under the Exchange Act, is responsible for determining all components and amounts of compensation to be paid to our Named Executive Officers, as well as any other executive officers or employees who report directly to the Chief Executive Officer.

The Compensation [added: and Talent] Committee sets compensation for the Named Executive Officers, including base salary, short-term incentives, and long-term stock-based incentives, at levels generally intended to be competitive with the compensation of comparable executives in semiconductor companies with which we compete for executive talent and to link the compensation of our Named Executive Officers to improvements in the Company’s financial performance and increases in stockholder value.

Accordingly, the Compensation [added: and Talent] Committee’s goals in establishing our executive compensation program include:

The Compensation [added: and Talent] Committee has engaged Aon Consulting (“Aon”) to assist in determining the components and amount of executive compensation.

Aon reports directly to the Compensation [added: and Talent] Committee, through its chairman, and the Compensation [added: and Talent] Committee retains the right to terminate or replace the consultant at any time.

The Compensation [added: and Talent] Committee has considered the relationships that Aon has with the Company, the members of the Compensation [added: and Talent] Committee and our executive officers, as well as the policies that Aon has in place to maintain its independence and objectivity, and has determined that Aon’s work for the Compensation [added: and Talent] Committee has not raised any conflicts of interest.

Company management also purchases published compensation and benefits surveys from Aon, and on occasion engages certain affiliates of Aon in various jurisdictions for services unrelated to executive compensation and benefits, engagements for which the Company’s management has not sought the Compensation [added: and Talent] Committee’s approval.

The fees paid to Aon and its affiliates in fiscal year [removed: 2024] [added: 2025] for these surveys and additional services did not exceed $120,000.

The Compensation [added: and Talent] Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and each of the other Named Executive Officers with “Comparator Group” data for each position and uses this comparison data to help inform its review and determination of base salaries, short-term incentives, and long-term stock-based compensation awards, as discussed in further detail below under “*Components of Compensation*.” For fiscal year [removed: 2024,] [added: 2025,] the Compensation [added: and Talent] Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon survey data of semiconductor companies (where sufficient data was not available in the Aon semiconductor survey data for a given executive position, the Comparator Group data also included survey data regarding high-technology companies), and (ii) data from the group of [removed: 17] [added: 18] publicly traded semiconductor companies listed below.

Each year the Compensation [added: and Talent] Committee engages Aon to assess the peer group.

Using this information, the Compensation [added: and Talent] Committee seeks to create a peer group comprised of semiconductor companies.

As a result, when considering companies to potentially include in the peer group, the Compensation [added: and Talent] Committee also considers companies in adjacent industries, such as the semiconductor manufacturing equipment industry, as well as companies with smaller or greater revenue or market capitalization than the Company, many of which are business competitors and companies with which we compete for executive talent.

For the Company’s fiscal year [removed: 2024] [added: 2025] compensation program, we made [removed: adjustments] [added: an adjustment] to our peer group from the prior fiscal year [removed: based on several factors to improve comparability, in part in response to stockholder feedback.][added: by adding GlobalFoundries, a semiconductor company.]

| Peer Group for Fiscal Year [removed: 2024] [added: 2025] Compensation [removed: (“FY24] [added: (“FY25] Peer Group”) | | | | | | | | | | | |

| [removed: Advanced Micro] [added: Analog] Devices | | | Marvell Technology | | | ON Semiconductor | | | Texas Instruments | | |

| [removed: Analog Devices] [added: Entegris] | | | Microchip Technology | | | Qorvo | | | Western Digital | | |

| [removed: Entegris] [added: GlobalFoundries] | | | Micron Technology | | | QUALCOMM | | | | | |

| [added: Advanced Micro Devices | | |] Lam Research | | | NXP Semiconductors | | | Teradyne | | | [removed: | | |]

The Compensation [added: and Talent] Committee generally seeks to make decisions regarding each Named Executive Officer’s compensation that are competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service.

After reviewing the Comparator Group data and considering the input of Aon, [added: during its regular cycle in November 2024,] the Compensation [added: and Talent] Committee established (and the full Board was advised of) the base salary, short-term incentive target, and stock-based compensation for each [removed: Named] [added: then-Named] Executive Officer for fiscal year [removed: 2024.][added: 2025.]

Aon advised the Compensation [added: and Talent] Committee that such components of executive compensation for fiscal year [removed: 2024] [added: 2025] were competitive for chief executive officers and other executive officers at companies of similar size and complexity in the semiconductor industry.

In determining the compensation of our [removed: Chief] [added: then-Chief] Executive Officer for fiscal year [removed: 2024,] [added: 2025,] the Compensation [added: and Talent] Committee focused on (i) competitive levels of compensation for chief executive officers who are leading [removed: a company] [added: companies] of similar size and complexity, (ii) the importance of retaining and incentivizing a chief executive officer with the strategic, financial, and leadership skills necessary to ensure our continued growth and success, [added: and] (iii) our Chief Executive Officer’s role relative to the other Named Executive [removed: Officers, (iv) input from the full Board on our Chief Executive Officer’s performance, and (v) the length of our Chief Executive Officer’s service to the Company.][added: Officers.]

[removed: Our Chief Executive Officer] [added: Mr. Griffin] was not present during the voting or deliberations of the Compensation [added: and Talent] Committee concerning his compensation.

- Philip G.

Brace, Chief Executive Officer and President;

- Philip Carter, Senior Vice President and Chief Financial Officer;

- Karilee A.

Durham, Senior Vice President, Human Resources;

Schriesheim, Former Interim Chief Financial Officer.

Following a rigorous, thoughtful and thorough CEO search process conducted by the Board with the assistance of an executive search firm, Skyworks identified Mr. Brace as Mr. Griffin’s successor.

In February 2025, the Company announced that Mr. Brace would become Chief Executive Officer and President and a member of the Board, effective February 17, 2025.

Mr. Griffin ceased serving as Chief Executive Officer and President and a member of the Board on February 17, 2025 and thereafter served in a non-executive advisory role for three months to support the leadership transition, after which his employment with the Company ended on May 16, 2025.

Chief Financial Officer Transition

On May 1, 2025, Mr. Sennesael informed the Company that he would resign from the Company, effective May 9, 2025, to accept another position, and his employment with the Company ended on May 9, 2025.

On May 7, 2025, the Company announced that Mark P.

Dentinger would be joining the Company as Senior Vice President and Chief Financial Officer, effective June 2, 2025.

However, due to an unforeseen medical condition, Mr. Dentinger did not commence employment with the Company.

On May 29, 2025, the Company announced that it had appointed Mr. Schriesheim, a member of the Board, as the Company’s Interim Chief Financial Officer and that it had commenced a search for a permanent Chief Financial Officer.

Following an extensive search process with the assistance of an executive search firm, the Board appointed Mr. Carter as Senior Vice President and Chief Financial Officer, effective September 8, 2025, at which time Mr. Schriesheim ceased serving as Interim Chief Financial Officer.

*Fiscal Year 2025 Changes*

For the compensation of the Named Executive Officers as of November 2024, other than Mr. Griffin, the Compensation and Talent Committee received input from Mr. Griffin, the then-Chief Executive Officer.

*Compensation Approach for Our Chief Executive Officer*

For Mr. Griffin’s compensation for fiscal year 2025, which was determined in November 2024, in addition to the foregoing factors, the Compensation and Talent Committee also considered input from the full Board on his prior performance.

The Compensation and Talent Committee left Mr. Griffin’s base salary unchanged for fiscal year 2025, the second fiscal year in a row that his base salary was not increased, and the Compensation and Talent Committee approved a long-term incentive award in an amount with a grant date fair value less than what he received in fiscal year 2024.

In connection with the transition of the role of Chief Executive Officer from Mr. Griffin to Mr. Brace in fiscal year 2025, the Compensation and Talent Committee considered several additional factors in setting Mr. Brace’s compensation.

In order to induce Mr. Brace to join the Company, the Compensation and Talent Committee took into account, among other things, Mr. Brace’s experience and qualifications, input from Aon, and opportunities to receive significant incremental compensation by continuously increasing shareholder value.

The Compensation and Talent Committee sought to prepare an incentive-based compensation package that would align Mr. Brace’s compensation with stockholder interests and the long-term performance of the Company’s stock price.

The Compensation and Talent Committee aimed to achieve this goal by granting Mr. Brace a compensation package heavily weighted towards performance with long-term equity incentive awards.

First, to align performance objectives with the executive team, the Company granted Mr. Brace the following equity awards: (i) a restricted stock unit (“RSU”) award for 43,682 shares (the “FY25 Brace RSU”), which is subject to time-based vesting over a period of four years with such vesting deemed to have commenced on November 5, 2024 and (ii) a PSA for 65,524 shares (the “FY25 Brace PSA”), which may be earned upon the achievement of the same performance metrics used for the PSAs granted to the Company’s other executive officers for fiscal year 2025.

In addition, the Company granted Mr. Brace a new hire PSA for 455,028 shares (the “Brace New Hire PSA”), which can be earned based on the level of achievement of stock price hurdles measured during the four-year performance period commencing on February 17, 2027 and ending on February 17, 2031.

The stock price hurdles

will be measured against a base price of $65.63714, which is equal to the average closing price for the seven trading days following February 5, 2025.

Twenty percent of the shares subject to the Brace New Hire PSA are earned upon achievement of each of the price hurdles and vest on the one-year anniversary of the applicable price hurdle achievement date, subject to continued service on such date, as outlined below, representing significant hurdles requiring large sustained increases in the Company’s share price, and linking pay to shareholder value creation.

| Tranche | | | Percentage Increase in Share Price | | | Share Price Hurdle | | | Percentage of Total Number of Shares Subject to the Award | | |

| 1 | | | +25.00% | | | $82.04643 | | | 20% | | |

| 2 | | | +50.00% | | | $98.45571 | | | 20% | | |

| 3 | | | +75.00% | | | $114.86500 | | | 20% | | |

| 4 | | | +100.00% | | | $131.27429 | | | 20% | | |

| 5 | | | +150.00% | | | $164.09286 | | | 20% | | |

*Compensation Approach for Our Chief Financial Officer*

In determining the compensation offer to induce Mr. Carter to join the Company, the Compensation and Talent Committee took into account, among other things, input from Aon, benchmarking data among peers, Mr. Carter’s experience and qualifications, and the substantial unvested equity awards and other compensation opportunities that Mr. Carter would surrender by leaving his role as Chief Accounting Officer of Advanced Micro Devices, Inc.

The Compensation and Talent Committee sought to tie Mr. Carter’s equity incentive compensation to the long-term performance of the Company’s stock price and the interests of the Company’s stockholders.

The Compensation and Talent Committee aimed to achieve this goal by granting Mr. Carter the following equity awards: (i) an RSU award for 39,666 shares, which is subject to time-based vesting over a period of four years with such vesting deemed to have commenced on September 8, 2025 (“Carter New Hire RSU”) and (ii) a PSA for 50,244 shares, which will vest based on the Company’s absolute level of achievement of TSR over the three fiscal year period starting on October 4, 2025 and ending on September 29, 2028, subject to Mr. Carter’s continued employment through November 11, 2028, as further set forth below (“Carter New Hire PSA”).

- Carlos S.

In addition, these stockholders generally did not express concerns with the overall structure of our compensation program, with many expressing support for our program and some expressing a preference for longer performance periods in our long-term incentive program.

Many of our stockholders also communicated their appreciation for the Company’s track record of disclosure and stockholder responsiveness over the past several years.

Evolution of Compensation Program in Response to Stockholder Input

Over the past several years, the Compensation Committee has made several changes to our executive compensation program to further align it with stockholder interests and the evolution of our business.

For fiscal year 2024, the Compensation Committee made two changes.

First, it modified our peer group, adding two technology companies whose revenues and market capitalizations were below the median for the peer group.

Second, the Compensation Committee returned the short-term incentive program for fiscal year 2024 from two semi-annual performance periods to one annual performance period because the Compensation Committee believed that it could set appropriately rigorous performance goals for a one-year period.

Many of our stockholders indicated they were pleased with the change we made to the short-term incentive program.

These most recent changes follow several changes to our executive compensation program in fiscal years 2022 and 2023, further demonstrating the Compensation Committee’s commitment to responding to stockholder feedback and evolving our programs to align with our business and strategic goals.

For the Company’s fiscal year 2022 executive compensation program, the Compensation Committee implemented several changes to the performance share award design, including extending vesting for two key metrics to two years (from one year), incorporating a relative EBITDA margin metric (from an absolute metric), and setting target performance of relative metrics at the 55th percentile.

In both the Company’s fiscal year ended September 30, 2022 (“fiscal year 2022”) and fiscal year 2023, the Compensation Committee modified our peer group to improve comparability, replacing larger market cap companies with companies that were more comparable in size with the Company.

Specifically, we added Seagate Technology and Teradyne.

At the time that changes to the peer group were

considered, both new additions had lower market capitalizations measured on a 30-day average as of March 17, 2023, as compared to the Company.

The Compensation Committee considered the recommendations of the Chief Executive Officer regarding the compensation of the other Named Executive Officers and each of his other direct reports.

| Carlos S. Bori | | | 600,000 | | | 541,000 | | |

Beginning with the Company’s fiscal year ended October 2, 2020 (“fiscal year 2020”) and continuing through fiscal year 2023, the Compensation Committee established annual short-term compensation incentive plans with two six-month performance periods as a result of significant market uncertainties resulting from geopolitical concerns and global supply chain challenges affecting the Company and its customers, which made forecasting difficult.

With respect to the fiscal year 2024 Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December 14, 2023, in large part due to feedback from the Company’s stockholders, the Compensation Committee returned to an annual performance period for the short-term compensation incentive plan despite some continuing uncertain market conditions.

Although significant macroeconomic challenges persisted, the Compensation Committee believed that it could set appropriately rigorous performance goals for a one-year period for fiscal year 2024.

| Threshold | | | $4,000 | | | $1,000 | | |

| Target | | | $4,375 | | | $1,311 | | |

| Maximum | | | $4,775 | | | $1,605 | | |

The rigor of these target goals is underscored by the below-target achievement amounts as described in the section below.

| Achieved | | | $4,178 | | | $1,137 | | |

| Liam K. Griffin | | | $14,000,000 | | | 94,002 | | | 62,667 | | |

| Kris Sennesael | | | $3,800,000 | | | 25,515 | | | 17,009 | | |

| Reza Kasnavi | | | $4,000,000 | | | 26,857 | | | 17,905 | | |

| Carlos S. Bori | | | $4,000,000 | | | 26,857 | | | 17,905 | | |

| Robert J. Terry | | | $3,300,000 | | | 22,158 | | | 14,771 | | |

*FY24 PSAs*

Moreover, utilizing only performance periods longer than one year (e.g. multi-year periods) could limit the Committee’s ability to focus management on the most compelling growth opportunities each year.

Accordingly, for the FY24 PSAs, the Compensation Committee retained emerging revenue growth as a one-year metric (representing 25% of the target value of the PSAs) to incentivize our management team on specific emerging product lines that have higher growth potential and are intended to drive long-term value creation.

In light of stockholder feedback following the 2021 Annual Meeting of Stockholders, the Compensation Committee determined that shares earned pursuant to the emerging revenue growth metric would not vest until the two-year anniversary of the grant date.

This level of achievement reflected the rigorous target that had been set by the Compensation Committee.

This resulted in the Company achieving 125% of the target level of shares for such metric.

The shares earned under this metric were issued in November 2024.

During the

three-year performance period under the fiscal year 2022 PSAs comprising the Company’s fiscal years 2022, 2023, and 2024, the Company realized a TSR of -38% resulting in its ranking in the 17th percentile against the applicable peer group.

| | | | | | | | | | | | | | | |

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January [removed: 17, 2025,] [added: 26, 2026,] 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 [removed: 17, 2025;] [added: 26, 2026;] (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 [removed: purpose,] [added: purpose] and does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

As of January [removed: 17, 2025,] [added: 26, 2026,] there were [removed: 160,741,022] [added: 149,935,620] 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 [removed: 17, 2025,] [added: 26, 2026,] are deemed outstanding.

| Names and Addresses of Beneficial [removed: Owners(1)] [added: Owners (1)] | | | Number of Shares Beneficially [removed: Owned(2)] [added: Owned (2)] | | | Percent of Class | | |

| The Vanguard Group, Inc. | | | [removed: 18,656,173(3)] [added: 20,714,323(3)] | | | [removed: 11.6] [added: 13.8] | | % |

| Alan S. Batey | | | [removed: 9,723] [added: 11,995] | | | (*) | | |

| Kevin L. Beebe | | | [removed: 50,733] [added: 53,005] | | | (*) | | |

| Eric J. Guerin | | | [removed: 5,318] [added: 7,590] | | | (*) | | |

| Liam K. Griffin | | | [removed: 211,681(5)] [added: 211,585(6)(7)] | | | (*) | | |

| Reza Kasnavi | | | [removed: 20,911(5)] [added: 27,352(6)] | | | (*) | | |

| Christine King | | | [removed: 23,057] [added: 25,329] | | | (*) | | |

| Suzanne E. McBride | | | [removed: 5,326] [added: 7,598] | | | (*) | | |

| David P. McGlade | | | [removed: 44,994] [added: 47,266] | | | (*) | | |

| Robert A. Schriesheim | | | [removed: 60,881] [added: 63,153] | | | (*) | | |

| Kris Sennesael | | | [removed: 117,175] [added: 32,748(8)] | | | (*) | | |

| Robert J. Terry | | | [removed: 17,214(5)] [added: 23,150(6)] | | | (*) | | |

| Maryann Turcke | | | [removed: 3,463] [added: 6,427] | | | (*) | | |

| All current directors and executive officers as a group [removed: (14] [added: (13] persons) | | | [removed: 642,789(5)] [added: 324,925(9)] | | | (*) | | |

(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 [removed: 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 [removed: restricted stock units] [added: RSUs] (the “Unvested RSUs”) and [removed: earned, but unissued, performance share awards] [added: PSAs] subject to time-based vesting [removed: only] (the “Unvested PSAs”), in each case that are not scheduled to vest within sixty (60) days of January [removed: 17, 2025,] [added: 26, 2026,] as follows: Mr. [removed: Batey—2,272] [added: Batey—3,664] shares under Unvested RSUs; Mr. [removed: Beebe—2,272] [added: Beebe—3,664] shares under Unvested RSUs; Mr. [removed: Bori—38,234] [added: Brace—119,906] shares under Unvested RSUs and [removed: 4,072] [added: 32,762] shares under Unvested PSAs; Mr. [removed: Guerin—2,272] [added: Carter—60,000] shares under Unvested RSUs; [removed: Mr. Griffin—129,434] [added: Ms. Durham—30,753] shares under Unvested RSUs and [removed: 14,253] [added: 8,806] shares under Unvested PSAs; Mr. [removed: Kasnavi—43,653] [added: Guerin—3,664] shares under Unvested [added: RSUs; Mr. Kasnavi—56,053 shares under Unvested] RSUs and [removed: 4,072] [added: 14,224] shares under Unvested PSAs; Ms. [removed: King—2,272] [added: King—4,071] shares under Unvested RSUs; Ms. [removed: McBride—2,272] [added: McBride—3,664] shares under Unvested RSUs; Mr. McGlade— [removed: 2,272] [added: 3,664] shares under Unvested RSUs; Mr. [removed: Schriesheim—2,272] [added: Schriesheim—16,613] shares under Unvested RSUs; Mr. [removed: Sennesael—47,996 shares under Unvested RSUs and 3,868 shares under Unvested PSAs; Mr. Terry—33,896] [added: Terry—38,605] shares under Unvested RSUs and [removed: 3,360] [added: 10,160] shares under Unvested PSAs; Ms. [removed: Turcke—2,964] [added: Turcke—3,664] shares under Unvested RSUs; current directors and executive officers as a group [removed: (14 persons)—336,576] [added: (13 persons)—347,985] shares under Unvested RSUs and [removed: 31,711] [added: 65,952] 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 [removed: 203,684] [added: 828,929] shares, sole dispositive power with respect to [removed: 17,980,820] [added: 19,446,619] shares, and shared dispositive power with respect to [removed: 675,353] [added: 1,267,704] 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 [removed: February 13, 2024.][added: October 31, 2025.]

In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to [removed: 14,766,933] [added: 16,087,146] shares and sole dispositive power with respect to [removed: 16,129,698] [added: 16,885,842] shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock [removed: International Limited, BlackRock] Advisors, LLC, [removed: Aperio Group, LLC,] BlackRock [removed: France SAS,] [added: Fund Advisors,] BlackRock (Netherlands) B.V., BlackRock [removed: Fund Advisors, BlackRock] Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock [removed: Japan Co., Ltd., BlackRock] Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, [removed: SpiderRock Advisors, LLC,] BlackRock Asset Management Canada Limited, BlackRock [removed: (Luxembourg) S.A.,] [added: Asset Management Deutschland AG,] BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Asset Management North Asia Limited, [removed: 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 [removed: 13G] [added: 13G/A] filed with the SEC on [removed: September 10, 2024.][added: July 17, 2025.]

[removed: (5)] [added: (6)] Includes shares held in the Company’s 401(k) Savings and Investment Plan as of [removed: January 17,] [added: December 31,] 2025.

As of [removed: September 27, 2024,] [added: October 3, 2025,] 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 [added: (the “2002 ESPP”)]

- the Non-Qualified Employee Stock Purchase Plan, as Amended [added: (the “Non-Qualified ESPP”)]

- the [added: Second] Amended and Restated 2008 Director Long-Term Incentive [removed: Plan][added: Plan, as Amended (the “Director LTIP”)]

- the Second Amended and Restated 2015 Long-Term Incentive Plan [added: (the “2015 LTIP”)]

A description of the material features of the Non-Qualified ESPP is provided below under the heading “*Non-Qualified Employee Stock Purchase [removed: Plan*.”][added: Plan*”, and a description of the material features of the FY25 Brace RSU, FY25 Brace PSA and Brace New Hire PSA is provided above under the heading “*Compensation Approach for Our Chief Executive Officer*”.]

The following table presents information about these plans as of [removed: September 27, 2024.][added: October 3, 2025.]

| Equity compensation plans approved by security holders | | | [removed: 11,576(1)] [added: 4,911,431(1)] | | | [removed: 83.52] [added: 82.58(2)] | | | [removed: 14,227,060(2)] [added: 10,736,267(3)] | | |

| Equity compensation plans not approved by security holders | | | [removed: —] [added: 564,234(4)] | | | — | | | [removed: 474,405(3)] [added: 341,204(5)] | | |

[removed: (3)] [added: (5)] Represents [added: 341,204] shares [added: that remain] available [added: for future issuance] under the Non-Qualified ESPP.

| BlackRock, Inc. | | | 16,885,842(4) | | | 11.3 | | % |

| Pzena Investment Management LLC | | | 12,321,597(5) | | | 8.2 % | | |

| Philip G. Brace | | | 17,249 | | | (*) | | |

| Philip Carter | | | 643(6) | | | (*) | | |

| Karilee A. Durham | | | 34,168 | | | (*) | | |

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.

(5) Consists of shares beneficially owned by Pzena Investment Management LLC (“Pzena”), which has sole voting power with respect to 10,269,897 shares and sole dispositive power with respect to 12,321,597 shares.

With respect to the information relating to Pzena, we have relied on information disclosed by Pzena on a Schedule 13G/A filed with the SEC on July 14, 2025.

The address of Pzena is 320 Park Ave., 8th floor, New York, NY 10022.

(7) This number includes shares held in the Company’s 401(k) Savings and Retirement Plan as of October 31, 2024 and is based on the most recent information available to Skyworks, including the most recent Form 4 filed by Mr. Griffin on November 13, 2024.

Mr. Griffin ceased being an executive officer and member of the Board on February 17, 2025, and his employment with the Company ended on May 16, 2025.

(8) Mr. Sennesael ceased being an executive officer and employee of the Company on May 9, 2025.

(9) Does not include the shares beneficially owned by Liam K.

Griffin and Kris Sennesael, neither of whom was a director or executive officer as of January 26, 2026.

- FY25 Brace RSU

- FY25 Brace PSA

- Brace New Hire PSA

Except for the Non-Qualified ESPP and the FY25 Brace RSU, the FY25 Brace PSA and the Brace New Hire PSA, each of which were granted as “inducement grants” within the meaning of Nasdaq Listing Rule 5635(c)(4), each of the foregoing equity compensation plans was approved by the Company’s stockholders.

| TOTAL | | | 5,475,665 | | | 82.58 | | | 11,077,471 | | |

(1) Consists of (i) 3,280,918 shares to be issued upon vesting of outstanding RSUs under our 2015 LTIP, (ii) 1,620,285 shares to be issued upon vesting of outstanding PSAs at target levels under our 2015 LTIP, and (iii) 10,228 shares to be issued upon vesting of outstanding stock options under our 2015 LTIP.

(2) The weighted average exercise price does not reflect shares issuable upon the vesting of outstanding RSUs and PSAs, which have no exercise price.

Such shares will be issued at the time such awards vest, without any cash consideration payable for those shares.

(3) Includes (i) 1,730,253 shares of common stock available for future issuance under the 2002 ESPP, (ii) 457,805 shares of common stock available for future issuance under the Director LTIP, and (iii) 8,548,209 shares available for future issuance under the 2015 LTIP.

(4) Includes 43,682 shares under the FY25 Brace RSU, which is subject to time-based vesting over a period of four years beginning on November 5, 2024, and 520,552 shares under the FY25 Brace PSA and Brace New Hire PSA, which number assumes achievement of performance goals under the FY25 Brace PSA at target levels of performance and achievement of all share price hurdles under the Brace New Hire PSA.

FY25 Brace RSU, the FY25 Brace PSA and the Brace New Hire PSA

A description of the material features of the FY25 Brace RSU, FY25 Brace PSA and Brace New Hire PSA is provided above under the heading “*Compensation Approach for Our Chief Executive Officer*.”

| BlackRock, Inc. | | | 16,129,698(4) | | | 10.0 | | % |

| Carlos S. Bori | | | 45,961(5) | | | (*) | | |

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.

| TOTAL | | | 11,576 | | | 83.52 | | | 14,701,465 | | |

(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.

*Certain Relationships and Related Transactions*: Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since September [removed: 30, 2023,] [added: 28, 2024,] there has not been a transaction or series of related transactions to which the Company was or is a party involving an amount in excess of $120,000 and in which any director, executive officer, holder of more than five percent (5%) of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

Our Board [removed: of Directors] has adopted a written related person transaction approval policy that sets forth the Company’s policies and procedures for the review, approval, or ratification of any transaction required to be reported in its filings with the SEC.

*Director Independence*: Each year, the Board [removed: of Directors] reviews the relationships that each director has with the Company and with other parties.

Only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of applicable Nasdaq Rules and who the Board [removed: of Directors] affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director are considered to be independent directors.

The Board [removed: of Directors] has reviewed a number of factors to evaluate the independence of each of its members.

These factors include its members’ current and historic relationships with the Company and its competitors, suppliers, and customers; their relationships with management and other directors; the relationships their current and former employers have with the Company; and the relationships between the Company and other companies of which a member of the Company’s Board [removed: of Directors] is a director or executive officer.

After evaluating these factors, the Board [removed: of Directors] has determined that eight of the nine members of the [removed: Board of Directors,] [added: Board,] namely, Alan S.

KPMG LLP (Irvine, California, Auditor Firm ID: 185) provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2024] [added: 2025] consolidated financial statements contained in the Company’s Annual Report on Form 10-K and reviews of the financial statements contained in the Company’s Quarterly Reports on Form 10-Q for fiscal year [removed: 2024.][added: 2025.]

| Fee Category | | | Fiscal Year [removed: 2024] [added: 2025] ($) | | | % of Total (%) | | | Fiscal Year [removed: 2023] [added: 2024] ($) | | | % of Total (%) | | |

| Audit [removed: Fees(1)] [added: Fees (1)] | | | [removed: 2,622,000] [added: 2,715,000] | | | [removed: 70.0] [added: 81.4] | | | [removed: 2,421,240] [added: 2,622,000] | | | [removed: 97.0] [added: 70.0] | | |

| Audit-Related [removed: Fees(2)] [added: Fees (2)] | | | [removed: 306,026] [added: 0] | | | [removed: 8.2] [added: 0.0] | | | [removed: 43,974] [added: 306,026] | | | [removed: 1.7] [added: 8.2] | | |

| Tax [removed: Fees(3)] [added: Fees (3)] | | | [removed: 818,008] [added: 621,000] | | | [removed: 21.8] [added: 18.6] | | | [removed: 32,000] [added: 818,008] | | | [removed: 1.3] [added: 21.8] | | |

| Total Fees | | | [removed: 3,746,034] [added: 3,336,000] | | | 100 | | | [removed: 2,497,214] [added: 3,746,034] | | | 100 | | |

Fiscal year [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] audit fees included fees for services incurred in connection with rendering [removed: an opinion] [added: opinions] under Section 404 of the Sarbanes-Oxley Act.

Fiscal year [added: 2025 and] 2024 audit fees also included fees for the [removed: review] [added: issuance] of [removed: an] auditor [removed: consent] [added: consents] to incorporate by reference prior year financial statement opinions in [removed: a] registration [removed: statement] [added: statements] on Form S-8 filed with the [removed: SEC in June 2024.][added: SEC.]

(2) Audit-related fees [added: in fiscal year 2024] consist of fees relating to the [removed: Company’s] real-time system implementation assessment of certain enterprise resource planning software.

Tax compliance services in fiscal year [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] primarily relate to the review of U.S. income tax matters, including the Section 48D advanced manufacturing investment credit in [added: both] fiscal [added: years and the research and development tax credit in fiscal] year [removed: 2024.][added: 2025.]

The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year [removed: 2024] [added: 2025] and fiscal year [removed: 2023.][added: 2024.]

The Audit Committee has delegated to its Chairman the authority to grant pre-approval for audit services and permitted non-audit services, provided that any such approvals are presented to the full Audit Committee for ratification at its next meeting.

Tax planning services, which in fiscal year 2024 relate to future changes in tax laws resulting from the BEPS Project of the OECD, including Pillar Two, accounted for $55,000 of the total tax fees for fiscal year 2024.

| | | | Report of Independent Registered Public Accounting Firm | | | Pages [removed: 38] [added: 45] through [removed: 39] [added: 46] | | |

| | | | Consolidated Statements of Operations for the three years ended [removed: September 27, 2024] [added: October 3, 2025] | | | Page [removed: 40] [added: 47] | | |

| | | | Consolidated Statements of Comprehensive Income for the three years ended [removed: September 27, 2024] [added: October 3, 2025] | | | Page [removed: 41] [added: 48] | | |

| | | | Consolidated Balance Sheets at [added: October 3, 2025 and] September 27, 2024 [removed: and September 29, 2023] | | | Page [removed: 42] [added: 49] | | |

| | | | Consolidated Statements of Cash Flows for the three years ended [removed: September 27, 2024] [added: October 3, 2025] | | | Page [removed: 43] [added: 50] | | |

| | | | Consolidated Statements of Stockholders’ Equity for the three years ended [removed: September 27, 2024] [added: October 3, 2025] | | | Page [removed: 44] [added: 51] | | |

| | | | Notes to Consolidated Financial Statements | | | Pages [removed: 45] [added: 52] through [removed: 64] [added: 72] | | |

| [removed: 2.1^] [added: 2.1] | | | [removed: [Asset Purchase Agreement,] [added: [Agreement and Plan of Merger,] dated as of [removed: April 22, 2021,] [added: October 27, 2025,] by and [removed: between] [added: among] Skyworks Solutions, Inc., [added: Qorvo, Inc., Comet Acquisition Corp.] and [removed: Silicon Laboratories Inc.](https://www.sec.gov/Archives/edgar/data/0000004127/000110465921053805/tm2113063d1_ex2-1.htm)] [added: Comet Acquisition II, LLC](https://www.sec.gov/Archives/edgar/data/4127/000110465925102806/tm2529220d2_ex2-1.htm)] | | | 8-K | | | 001-05560 | | | 2.1 | | | [removed: 4/22/2021] [added: 10/28/2025] | | | | | |

| 3.1 | | | [Restated Certificate of [removed: Incorporation](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a31_restatedcertificateofi.htm)] [added: Incorporation, as amended](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/exhibit31-restatedcertific.htm)] | | | [removed: 10-Q] [added: 10-K] | | | 001-05560 | | | 3.1 | | | [removed: 8/8/2023] [added: 11/7/2025] | | | | | |

| 10.3* | | | [Skyworks Solutions, Inc. [added: Second] Amended and Restated 2008 Director Long-Term Incentive [removed: Plan, as Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222exhibit101-2008dltip.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412725000040/exhibit101-secondar2008dir.htm)] | | | 10-Q | | | 001-05560 | | | 10.1 | | | [removed: 5/4/2022] [added: 5/7/2025] | | | | | |

| 10.5* | | | [Form of Restricted Stock Unit Agreement under the Company’s [added: Amended and Restated] 2008 Director Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1022008dltiprsuagreement.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 5/4/2016 | | | | | |

| 10.10*^ | | | [Fiscal Year [removed: 2024] [added: 2025] Executive Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000007/fy24eipv1redacted-ex101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412725000010/exhibit101-fy25eip.htm)] | | | 10-Q | | | 001-05560 | | | 10.1 | | | [removed: 1/31/2024] [added: 2/5/2025] | | | | | |

| 10.12* | | | [removed: [Second Amended and Restated Change] [added: [Change] in Control / Severance Agreement, dated [removed: May 10, 2023,] [added: February 17, 2025,] between the Company and [removed: Liam Griffin](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a101cicagreementgriffin.htm)] [added: Philip Brace](https://www.sec.gov/Archives/edgar/data/4127/000000412725000040/exhibit103-cicseveranceagr.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.1] [added: 10.3] | | | [removed: 8/8/2023] [added: 5/7/2025] | | | | | |

| [removed: 10.18] [added: 10.14] | | | [removed: [Debt Commitment] [added: [Commitment] Letter, dated as of [removed: April 22, 2021,] [added: October 27, 2025,] by and between Skyworks Solutions, [removed: Inc.,] [added: Inc.] and [removed: JPMorgan Chase Bank, N.A](https://www.sec.gov/Archives/edgar/data/4127/000110465921053805/tm2113063d1_ex10-1.htm)] [added: Goldman Sachs Bank USA](https://www.sec.gov/Archives/edgar/data/4127/000110465925102806/tm2529220d2_ex10-1.htm)] | | | 8-K | | | 001-05560 | | | 10.1 | | | [removed: 4/22/2021] [added: 10/28/2025] | | | | | |

| [removed: 10.19^] [added: 10.16] | | | [Revolving Credit Agreement, dated as of May 21, 2021, among the Company, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-2.htm) | | | 8-K | | | 001-05560 | | | 10.2 | | | 5/26/2021 | | | | | |

| [removed: 10.20^] [added: 10.17] | | | [First Amendment, dated as of March 6, 2023, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Revolving Credit Agreement, dated as of May 21, 2021, by and among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000000412723000012/exhibit102swksfirstamendme.htm) | | | 8-K | | | 001-05560 | | | 10.2 | | | 3/10/2023 | | | | | |

| 19 | | | [Skyworks Solutions, Inc. Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit19-insidertradingpo.htm) | | | [added: 10-K/A] | | | [added: 001-05560] | | | [added: 19] | | | [added: 1/24/2025] | | | [removed: X] | | |

| 21 | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit21.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit21.htm)] | | | 10-K | | | 001-05560 | | | 21 | | | [removed: 11/15/2024] [added: 11/7/2025] | | | | | |

| 23.1 | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit231-kpmgconsent.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit231-kpmgconsent.htm)] | | | 10-K | | | 001-05560 | | | 23.1 | | | [removed: 11/15/2024] [added: 11/7/2025] | | | | | |

| 31.1 | | | [Certification of the Company’s [removed: Chief] [added: Principal] Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit311.htm)] | | | 10-K | | | 001-05560 | | | 31.1 | | | [removed: 11/15/2024] [added: 11/7/2025] | | | | | |

| 31.2 | | | [Certification of the Company’s [removed: Chief] [added: Principal] Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit312.htm)] | | | 10-K | | | 001-05560 | | | 31.2 | | | [removed: 11/15/2024] [added: 11/7/2025] | | | | | |

| 31.3 | | | [Certification of the Company’s [removed: Chief] [added: Principal] Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/fy2410-kaexhibit313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412726000003/fy2510-kaexhibit313.htm)] | | | | | | | | | | | | | | | X | | |

| 31.4 | | | [Certification of the Company’s [removed: Chief] [added: Principal] Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/fy2410-kaexhibit314.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412726000003/fy2510-kaexhibit314.htm)] | | | | | | | | | | | | | | | X | | |

| 32.1 | | | [Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit321.htm)] | | | 10-K | | | 001-05560 | | | 32.1 | | | [removed: 11/15/2024] [added: 11/7/2025] | | | | | |

| 32.2 | | | [Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/fy24exhibit322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit322.htm)] | | | 10-K | | | 001-05560 | | | 32.2 | | | [removed: 11/15/2024] [added: 11/7/2025] | | | | | |

| [removed: 97.1] [added: 97.1*] | | | [Skyworks Solutions, Inc. Executive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit971-clawbackpolicy.htm) | | | 10-K | | | 001-05560 | | | 97.1 | | | 11/15/2024 | | | | | |

| Date: January [removed: 24, 2025] [added: 30, 2026] | | | SKYWORKS SOLUTIONS, INC. | | | | | |

| | | | | | | [removed: Chairman,] Chief Executive Officer and President | | |

| 10.13* | | | [Severance and Change in Control Benefits Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412725000088/exhibit101-severanceandcic.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 11/14/2025 | | | | | |

| 10.15 | | | [Voting and Support Agreement, dated as of October 27, 2025, by and between Skyworks Solutions, Inc. and certain affiliates of Starboard Value](https://www.sec.gov/Archives/edgar/data/4127/000110465925102806/tm2529220d2_ex10-2.htm) | | | 8-K | | | 001-05560 | | | 10.2 | | | 10/28/2025 | | | | | |

| 10.18 | | | [Second Amendment, dated as of November 18, 2025, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Revolving Credit Agreement, dated as of May 21, 2021, by and among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000000412725000090/exhibit101-creditagreement.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 11/24/2025 | | | | | |

| 10.19* | | | [Offer Letter, dated January 27, 2025, by and between Skyworks Solutions, Inc. and Philip Brace](https://www.sec.gov/Archives/edgar/data/4127/000000412725000040/exhibit102-ceoofferletter.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 5/7/2025 | | | | | |

| 10.20* | | | [Form of Restricted Stock Unit Agreement for Philip G. Brace’s Inducement Grant Awards](https://www.sec.gov/Archives/edgar/data/4127/000000412725000019/ex991-formofinducementrsua.htm) | | | S-8 | | | 333-284984 | | | 99.1 | | | 2/14/2025 | | | | | |

| 10.21* | | | [Form of Performance Share Agreement for Philip G. Brace’s Inducement Grant Awards](https://www.sec.gov/Archives/edgar/data/4127/000000412725000019/ex992-formofinducementpsaa.htm) | | | S-8 | | | 333-284984 | | | 99.2 | | | 2/14/2025 | | | | | |

| 10.22* | | | [Offer Letter, dated May 29, 2025, by and between Skyworks Solutions, Inc. and Robert Schriesheim](https://www.sec.gov/Archives/edgar/data/4127/000000412725000073/exhibit101-interimcfooffer.htm) | | | 10-Q | | | 001-05560 | | | 10.1 | | | 8/5/2025 | | | | | |

| 10.23* | | | [Restrictive Stock Unit Agreement for Robert A. Schriesheim](https://www.sec.gov/Archives/edgar/data/4127/000000412725000073/exhibit102-rsuawardagreeme.htm) | | | 10-Q | | | 001-05560 | | | 10.2 | | | 8/5/2025 | | | | | |

| 10.24* | | | [Offer Letter, dated August 13, 2025, by and between Skyworks Solutions, Inc. and Philip Carter](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/exhibit1029-cfoofferletter.htm) | | | 10-K | | | 001-05560 | | | 10.29 | | | 11/7/2025 | | | | | |

| | | | By: | | | /s/ Philip G. Brace | | |

| | | | | | | Philip G. Brace | | |

| 10.13* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kris Sennesael](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1013-cicseveranceag.htm) | | | | | | | | | | | | | | | X | | |

| 10.14* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Robert J. Terry](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1014-cicseveranceag.htm) | | | | | | | | | | | | | | | X | | |

| 10.15* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Carlos S. Bori](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1015-cicseveranceag.htm) | | | | | | | | | | | | | | | X | | |

| 10.16* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kari A. Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1016-cicseveranceag.htm) | | | | | | | | | | | | | | | X | | |

| 10.17* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Reza Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1017-cicseveranceag.htm) | | | | | | | | | | | | | | | X | | |

| | | | By: | | | /s/ Liam K. Griffin | | |

| | | | | | | Liam K. Griffin | | |