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

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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 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 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 purpose and does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. As of January 26, 2026, there were 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 26, 2026, are deemed outstanding. These shares are not, however, deemed outstanding for the purpose of computing the percentage ownership of any other person.

Names and Addresses of Beneficial Owners (1)Number of Shares Beneficially Owned (2)Percent of Class
The Vanguard Group, Inc.20,714,323(3)13.8%
BlackRock, Inc.16,885,842(4)11.3%
Pzena Investment Management LLC12,321,597(5)8.2 %
Alan S. Batey11,995(*)
Kevin L. Beebe53,005(*)
Philip G. Brace17,249(*)
Philip Carter643(6)(*)
Karilee A. Durham34,168(*)
Liam K. Griffin211,585(6)(7)(*)
Eric J. Guerin7,590(*)
Reza Kasnavi27,352(6)(*)
Christine King25,329(*)
Suzanne E. McBride7,598(*)
David P. McGlade47,266(*)
Robert A. Schriesheim63,153(*)
Kris Sennesael32,748(8)(*)
Robert J. Terry23,150(6)(*)
Maryann Turcke6,427(*)
All current directors and executive officers as a group (13 persons)324,925(9)(*)

  • 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 RSUs (the “Unvested RSUs”) and PSAs subject to time-based vesting (the “Unvested PSAs”), in each case that are not scheduled to vest within sixty (60) days of January 26, 2026, as follows: Mr. Batey—3,664 shares under Unvested RSUs; Mr. Beebe—3,664 shares under Unvested RSUs; Mr. Brace—119,906 shares under Unvested RSUs and 32,762 shares under Unvested PSAs; Mr. Carter—60,000 shares under Unvested RSUs; Ms. Durham—30,753 shares under Unvested RSUs and 8,806 shares under Unvested PSAs; Mr. Guerin—3,664 shares under Unvested RSUs; Mr. Kasnavi—56,053 shares under Unvested RSUs and 14,224 shares under Unvested PSAs; Ms. King—4,071 shares under Unvested RSUs; Ms. McBride—3,664 shares under Unvested RSUs; Mr. McGlade— 3,664 shares under Unvested RSUs; Mr. Schriesheim—16,613 shares under Unvested RSUs; Mr. Terry—38,605 shares under Unvested RSUs and 10,160 shares under Unvested PSAs; Ms. Turcke—3,664 shares under Unvested RSUs; current directors and executive officers as a group (13 persons)—347,985 shares under Unvested RSUs and 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 828,929 shares, sole dispositive power with respect to 19,446,619 shares, and shared dispositive power with respect to 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 October 31, 2025. 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 16,087,146 shares and sole dispositive power with respect to 16,885,842 shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock Fund Advisors, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Asset Management North Asia 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/A filed with the SEC on July 17, 2025. The address of BlackRock is 50 Hudson Yards, New York, NY 10001.

(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.

(6) Includes shares held in the Company’s 401(k) Savings and Investment Plan as of December 31, 2025.

(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.

Equity Compensation Plan Information

As of 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 (the “2002 ESPP”)

  • the Non-Qualified Employee Stock Purchase Plan, as Amended (the “Non-Qualified ESPP”)

  • the Second Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended (the “Director LTIP”)

  • the Second Amended and Restated 2015 Long-Term Incentive Plan (the “2015 LTIP”)

  • 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. A description of the material features of the Non-Qualified ESPP is provided below under the heading “Non-Qualified Employee Stock Purchase 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 October 3, 2025.

Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#)(a)Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights ($)(b)Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(c)
Equity compensation plans approved by security holders4,911,431(1)82.58(2)10,736,267(3)
Equity compensation plans not approved by security holders564,234(4)—341,204(5)
TOTAL5,475,66582.5811,077,471

(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.

(5) Represents 341,204 shares that remain available for future issuance 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.

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.”

Previous: Item 11. EXECUTIVE COMPENSATION. · Next: Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.