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

- global, regional, and local economic and political conditions, [removed: including, but not limited to,] [added: including] social, economic, political, and supply chain instability related to the uncertainty regarding the relationships among the United States, China, Taiwan, Russia, Mexico, [removed: North Korea,] Israel, other Middle Eastern countries, Japan, Singapore, [added: India, Canada and] other foreign countries, and the international community at large, as well as related to armed conflicts, such as the conflict between Russia and Ukraine and the conflicts in Israel and the Middle Eastern region, that exist, or in the future could exist, in various jurisdictions around the world,

- [added: other] restrictive [added: or punitive] governmental actions (such as restrictions on transfer of funds, restrictions on individuals’ movement, [removed: including] travel restrictions, quarantines, lockdowns, and curfews, trade protection measures, including export duties, quotas, customs duties, border taxes, border closures, increased import or export controls, [added: import and] export licenses, and [removed: tariffs, and] restrictions on the purchase of products made or containing technology or components from certain companies or from companies located in certain jurisdictions), or actions by non-governmental individuals and groups (such as protests, boycotts, insurgencies, organized crime, and general civil unrest), that could negatively impact trade between, or increase the cost of operating in, the countries in which we do business,

- natural disasters and severe weather events, [removed: including, but not limited to,] [added: including] earthquakes, wildfires, droughts, hurricanes, tsunamis, floods, rising sea levels, as well as other impacts of climate change,

- direct or indirect government actions, subsidies, or policies aimed at supporting local [removed: industry,][added: industry or markets,]

- the laws and policies of the United States and other countries affecting [removed: trade, foreign investment] [added: trade] and [removed: loans,] foreign [removed: travel, and import or export licensing requirements, including, but not limited to,] [added: investment, including] prohibitions on certain trade and other activities in China, Russia, Belarus, and portions of Ukraine, [added: and the entry into, withdrawal from, or renegotiation of trade agreements by the United States (or other jurisdictions) potentially affecting Mexico, China, Japan, Singapore, Korea, Taiwan, Canada, and other countries in which we do business,]

- limitations on our ability under local laws to protect or enforce our intellectual property [removed: rights in a particular foreign jurisdiction.][added: rights.]

[removed: Violations of one or more of these legal regimes’ laws and regulations in the conduct of our business could result in significant fines, penalties, or monetary damages, criminal] sanctions against us or our officers, prohibitions on doing business, unfavorable publicity and other reputational damage, restrictions on our ability to process information, and allegations by our counterparties that we have not performed our contractual obligations.

Beginning in fiscal 2023, for U.S. income tax [removed: purposes] [added: purposes,] we were required to capitalize [added: and amortize] our research and development expenses [removed: and amortize them] over five or fifteen years, rather than deduct them in the year [removed: incurred, which has increased, and which we expect will continue to increase, our taxes payable, resulting in reduced near term-cash flows.][added: incurred.]

[removed: Furthermore, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”), which imposes] [added: The Company is subject to] a corporate alternative minimum tax (“CAMT”) of 15% on adjusted financial statement [removed: income for certain corporations,] [added: income,] as well as an excise tax on corporate stock [removed: repurchases.][added: repurchases under the Inflation Reduction Act (“IRA”).]

[removed: While the] [added: The] IRA [removed: did not have a material impact to the Company’s financial statements for fiscal 2024, it] could have a material impact [removed: in future periods] depending on various factors, including the amount and frequency of our stock repurchases and the applicability of the CAMT to the Company.

If we cannot, or elect not to, comply with the conditions for the tax holiday, we could be required to refund certain previously realized tax benefits for fiscal years 2021 through [removed: 2024,] [added: 2025,] over which period we enjoyed a tax holiday that decreased our taxes by a cumulative [removed: $329.8] [added: $336.4] million, and we may lose the benefits of the tax holiday earlier than scheduled.

For a discussion of the impact the tax holiday has on Singapore taxes owed by us, see Note 8 to Item [removed: 14] [added: 8] of this Annual Report on Form 10-K.

[removed: We] [added: - We, our customers and our suppliers] are subject to the risks of doing business in [removed: China.][added: China.]

Demand from [removed: Chinese] customers [added: in China] may be adversely affected by China’s evolving laws and regulations, including those relating to taxation, import and export tariffs and restrictions, currency controls, environmental regulations, privacy and information [added: security, indigenous innovation, and intellectual property rights and enforcement of those rights.]

[removed: In particular, the imposition by the United States of tariffs on goods imported from China, or deemed to be of Chinese origin, and other] government actions that restrict our ability to sell our products to Chinese customers or to manufacture or source components in China, and countermeasures imposed by China in response, [added: including the countermeasures announced in 2025, has impacted and] could [added: continue] directly or indirectly adversely [removed: impact] [added: impacting] our manufacturing costs, the availability and cost of materials, including gallium, germanium, antimony, [added: tungsten, molybdenum, scandium,] and [added: other] rare earth [removed: metals,] [added: metals/critical minerals,] and the sales of our products in [removed: China] [added: China, the United States] and elsewhere.

[removed: For example,] [added: In addition,] the U.S. government has expanded export restrictions, and might continue expanding export restrictions, including by adding [removed: certain] [added: additional] Chinese entities to the U.S. Bureau of Industry and Security’s Entity List (“Entity List”) or other entity lists, which has limited, and could in the future [added: further] limit, our ability to sell to certain of those entities and to third parties that do business with those entities.

Disruption of certain critical operations [removed: in] [added: in, or of shipping to or from,] Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire semiconductor industry.

- [removed: delays in] the [added: level of] widespread deployment or adoption of commercial 5G networks, AI and other new technologies,

- changes in end-user demand for the products manufactured and sold by our customers, [added: including longer replacement cycles for smartphones,]

- the gain or loss of significant customers, [added: or sockets with any such customers,]

- market acceptance of our products and our customers’ products [removed: including, but not limited to,] [added: including] market acceptance [removed: of] [added: of, or our customers’ ability to incorporate,] new, emerging technologies, such as AI,

Changes to such methods, assumptions, estimates, and judgments, combined with other factors that are difficult to forecast, including the factors listed above, could materially and adversely affect our quarterly or annual operating results and could produce actual operating results [added: that differ significantly from previous estimates and projections.]

In each of fiscal [removed: 2024,] [added: 2025,] fiscal [removed: 2023,] [added: 2024,] and fiscal [removed: 2022,] [added: 2023,] one customer accounted for greater than ten percent of our net revenue.

As of [removed: September 27, 2024,] [added: October 3, 2025,] three customers represented [removed: 80%] [added: 82%] of our aggregate gross accounts receivable.

[removed: We do not obtain] [added: Where we have achieved] design wins [removed: on everything that] [added: in the past with customers,] we [removed: compete for,] [added: have not continued to] and [removed: we] may not continue to achieve design wins [added: with customers in the future] or [removed: to] [added: may not] convert [added: such] design wins into actual sales.

Likewise, lower-than-expected demand, [added: which has occurred from time to time, has led to, and] could [added: in the future] lead [removed: to] [added: to,] underutilized manufacturing facilities, which could negatively impact our financial results.

Our key facilities include, but are not limited to, our semiconductor wafer fabrication facilities in Newbury Park, California, and Woburn, Massachusetts; our SAW, TC-SAW, and BAW filter wafer processing facilities in Osaka, Japan; and our packaging, assembly and test facilities in Mexicali, Mexico, and in Singapore [added: for filters] (“Singapore Filter Manufacturing Facility”).

We operate under a sublease for our Singapore Filter Manufacturing Facility that expires in July [removed: 2025.][added: 2030.]

Relocation [removed: would] [added: will] be complex and [removed: could] [added: will] require, among other things, the transfer of equipment and process nodes and qualification of new or transferred production lines.

[removed: This] [added: These activities] or any [removed: relocation] [added: other relocation, closure] or consolidation of facilities [added: or operations] could result in disruptions to our business, including potential production interruptions or delays, quality problems, difficulties forecasting our production capabilities, challenges retaining employees or hiring new employees, and the incurrence of significant capital and other expenses, which could have a material adverse effect on our financial condition, results of operations or cash flow.

[removed: We] [added: - We] may not be able to maintain and improve manufacturing [removed: yields that contribute positively to our gross margin and profitability.][added: yields.]

For those assembly and test subcontractors with whom we do not have long-term agreements, we typically procure services on a [removed: per-order basis.][added: per-]

If any of our subcontractors experiences capacity constraints or financial difficulties, suffers any damage to its facilities, experiences outages or any other disruption of assembly or testing [removed: capacity,] [added: capacity or is otherwise unable or unwilling to provide us sufficient capacity to meet our demand,] we may not be able to obtain alternative assembly and testing services in a timely manner and/or at cost-competitive rates.

[added: Any problems that we] may encounter with the delivery, quality, or cost of our products could damage our customer relationships and [added: our ability to establish new customer relationships and] materially and adversely affect our business, results of operations, and financial condition.

Although we maintain relationships with suppliers located around the world with the objective of ensuring that we have adequate sources for the supply of raw materials and components for our manufacturing needs, increases in demand from the semiconductor industry for such raw materials and components (including, but not limited to, gallium, germanium, and [removed: precious] [added: other critical minerals] and rare earth metals), as well as increased demand for commodities in general, can result in tighter supplies and higher costs.

Our success depends on our ability to continue to attract, retain, and motivate qualified personnel, including executive officers and other key management, [added: sales,] engineering, and technical personnel.

The competition for management, [added: sales,] engineering, and technical personnel is intense in the semiconductor industry, particularly in the locations in which we operate, and therefore we may not be able to continue to attract and retain the qualified personnel necessary for the design, development, manufacture, and sale of our products.

Our employees are in high demand, and our competitors and other companies may [removed: be able to] offer compensation or other opportunities in excess of what we offer.

[removed: If] [added: Additionally, if] we are unable to obtain required stockholder approval for future increases in the number of shares available under our long-term incentive plans, we may be limited in granting equity-based incentive awards, which may impair our efforts to attract and retain necessary personnel.

Further, existing immigration [removed: laws and] [added: laws, as well as] difficulties [added: and increased costs in] obtaining visas, together with any changes to immigration policies or regulations in the United States, [added: such as the increased cost for H-1B worker visas announced in September 2025,] make it more difficult for us to recruit and retain highly skilled foreign [removed: national graduates of universities] [added: nationals] (in the United States or abroad), limiting the pool of available talent.

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, operations, and financial results.

This summary is intended to provide investors with an overview of the risks we face and should not be considered a substitute for the more detailed risk factors discussed immediately following this summary.

Risks Associated with the Proposed Transaction with Qorvo

- Completion of the proposed transaction with Qorvo may be delayed or not occur at all for a variety of reasons, including that the Merger Agreement is terminated, and the failure to complete the Mergers could adversely affect our business, results of operations, financial condition, and the market price of our common stock.

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

- Failure to realize the benefits expected from the Mergers could adversely affect our business, results of operations, and financial condition.

- Efforts to complete the Mergers could disrupt our relationships with third parties and employees, divert management’s attention, or result in negative publicity or legal proceedings, any of which could adversely impact our operating results and ongoing business.

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

- While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

- As a result of the Mergers, we anticipate that the scope and size of our operations and business will substantially change and will result in certain incremental risks to us, including increased competition.

We may not realize the full expected benefits of the Mergers.

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

- The risks of doing business internationally apply to all aspects of our operations.

- Changes in tax laws and regulations could have an adverse impact on our operating results.

- Our operating results may be adversely affected by quarterly and annual fluctuations.

- We rely on a small number of customers for a large portion of our sales.

- We rely on Original Equipment Manufacturers (“OEMs”) and Original Design Manufacturers (“ODMs”) to design our products into their end products.

- Our manufacturing processes are extremely complex, specialized, and subject to disruption.

- We are dependent upon third parties for the manufacture, assembly, and testing of our products.

- We are dependent upon third parties for the supply of raw materials and components.

- We may not be able to effectively operate our business if we are unable to attract and retain qualified personnel.

- Our business could be adversely affected by the departure of existing members of our senior management team or if our senior management team is unable to effectively implement our strategy.

- If our senior management transitions are not successful, our business and future growth prospects could be harmed.

- We are subject to uncertainties involving the ordering and shipment of, and payment for, our products.

- We face a risk that capital needed for our business will not be available when we need it.

- We are exposed to risks related to the use of AI tools by us and others.

- We may encounter problems upgrading, enhancing, and improving our enterprise applications.

- To be successful, we may need to make additional investments and acquisitions, integrate companies we acquire, and/or enter into strategic alliances.

- Our outstanding indebtedness could reduce our flexibility to operate our business.

- The semiconductor industry is highly cyclical and subject to significant downturns.

- The wireless communications, analog and mixed-signal semiconductor markets are characterized by significant competition.

- Remaining competitive in the semiconductor industry depends upon our ability to constantly innovate.

- We may not be able to prevent, or timely detect, information technology security breaches.

- In order to remain competitive, we must be able to successfully protect our intellectual property rights.

- We are subject to the risks of licensing third-party intellectual property.

- We may be subject to risks of litigation and disputes.

- We may be subject to claims of infringement of third-party intellectual property rights or demands that we license third-party technology.

- Our stock price has been volatile and may fluctuate in the future.

- There can be no assurance that we will continue to declare cash dividends or repurchase our stock.

- withdrawal from, or renegotiation of, existing trade agreements by the United States (or other jurisdictions) potentially affecting Mexico, China, and other countries in which we do business,

security, indigenous innovation, and intellectual property rights and enforcement of those rights.

that differ significantly from previous estimates and projections.

Because the owner of the site for our Singapore Filter Manufacturing Facility has decided to redevelop it for other uses, the potential maximum amount of time we may be able to extend our sublease is five additional years.

We have been engaged in discussions with the owner of the site and intend to request an extension of the sublease for five years, which request we will be permitted to make in February 2025.

However, there is no guarantee that we will be able to secure an extension.

In any event, we will need to relocate our Singapore Filter Manufacturing Facility, and we

have been exploring alternative sites in other locations.

Any problems that we

In part as a result of the COVID-19 pandemic, we experienced supply constraints for certain materials and components, which impacted production lead times, the cost of such materials and components, and our ability to meet customer demand for our products.

operate.

On an ongoing

We incurred indebtedness in connection with the acquisition of the Infrastructure and Automotive business of Silicon Labs, which could reduce our flexibility to operate our business.

The proceeds from the issuance of Notes were used to finance a portion of the purchase price for the Company’s acquisition of certain assets, rights, and properties, and its assumption of certain liabilities, comprising Silicon Labs’ Infrastructure and Automotive business, on July 26, 2021 (the “Acquisition”).

Borrowings under the Revolving Credit Facility could be used for general corporate purposes and working capital needs of the Company and its subsidiaries.

The agreements that govern our indebtedness contain various covenants that impose restrictions that may affect our ability to operate our businesses.

- the ability to secure government incentives and grants, such as funding available under the CHIPS and Science Act of 2022.

their products than we can.

These relationships may affect customers’ purchasing decisions.

In some instances, we depend on

We expect that the trend of increasing environmental awareness will continue, which will result in higher costs of operations.

We expect that these and other rapidly changing laws, regulations, policies, interpretations, and expectations, as well as increased enforcement actions by various

Geopolitical tensions or conflicts, such as the ongoing conflict involving Russia and Ukraine, the conflicts in Israel and the Middle Eastern region and the tensions involving China and Taiwan, may create a heightened risk of cybersecurity incidents.

and delays.

Fiscal Years Ended [added: October 3, 2025,] September 27, 2024, [removed: September 29, 2023,] and September [removed: 30, 2022][added: 29, 2023]

See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September [removed: 29, 2023,] [added: 27, 2024,] filed with the SEC on November [removed: 17, 2023,] [added: 15, 2024,] as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January [removed: 26, 2024] [added: 24, 2025] (the [removed: “2023] [added: “2024] 10-K”), for Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended September [removed: 30, 2022.][added: 29, 2023.]

| | | | [removed: September 27, 2024] [added: October 3, 2025] | | | | | | September [removed: 29, 2023] [added: 27, 2024] | | | | | | September [removed: 30, 2022] [added: 29, 2023] | | |

| Cost of goods sold | | | 58.8 | | | | | | [removed: 55.8] [added: 58.8] | | | | | | [removed: 52.5] [added: 55.8] | | |

| Gross profit | | | 41.2 | | | | | | [removed: 44.2] [added: 41.2] | | | | | | [removed: 47.5] [added: 44.2] | | |

| Research and development | | | [removed: 15.1] [added: 19.2] | | | | | | [removed: 12.7] [added: 15.1] | | | | | | [removed: 11.3] [added: 12.7] | | |

| Selling, general, and administrative | | | [removed: 7.2] [added: 9.1] | | | | | | [removed: 6.6] [added: 7.2] | | | | | | [removed: 6.0] [added: 6.6] | | |

| Amortization of intangibles | | | — | | | | | | [removed: 0.7] [added: —] | | | | | | [removed: 1.8] [added: 0.7] | | |

| [removed: Impairment, restructuring,] [added: Restructuring, impairment,] and other charges | | | [removed: 3.6] [added: 0.6] | | | | | | [removed: 0.6] [added: 3.6] | | | | | | 0.6 | | |

| Total operating expenses | | | [removed: 25.9] [added: 28.9] | | | | | | [removed: 20.6] [added: 25.9] | | | | | | [removed: 19.7] [added: 20.6] | | |

| Operating income | | | [removed: 15.3] [added: 12.2] | | | | | | [removed: 23.6] [added: 15.3] | | | | | | [removed: 27.8] [added: 23.6] | | |

| Interest expense | | | (0.7) | | | | | | [removed: (1.3)] [added: (0.7)] | | | | | | [removed: (0.9)] [added: (1.3)] | | |

| Other [removed: income (expense),] [added: income,] net | | | [removed: 0.7] [added: 1.3] | | | | | | [removed: 0.4] [added: 0.7] | | | | | | [removed: —] [added: 0.4] | | |

| Income before income taxes | | | [removed: 15.2] [added: 12.9] | | | | | | [removed: 22.6] [added: 15.2] | | | | | | [removed: 26.9] [added: 22.6] | | |

| Provision for income taxes | | | [removed: 1.0] [added: 1.2] | | | | | | [removed: 2.0] [added: 1.0] | | | | | | [removed: 3.7] [added: 2.0] | | |

| Net income | | | [removed: 14.3] [added: 11.7] | | % | | | | [removed: 20.6] [added: 14.3] | | % | | | | [removed: 23.2] [added: 20.6] | | % |

During the fiscal year ended [removed: September 27, 2024,] [added: October 3, 2025,] the following key factors contributed to our overall results of operations, financial position, and cash flows:

- Net revenue decreased [removed: 12.5%] [added: 2.2%] to [removed: $4,178.0] [added: $4,086.9] million in fiscal [removed: 2024,] [added: 2025,] as compared to [removed: $4,772.4] [added: $4,178.0] million in fiscal [removed: 2023,] [added: 2024,] driven primarily by a decrease in [added: market share at a significant customer, partially offset by an increase in] demand for our [removed: mobile, analog,] [added: mobile] and [removed: mixed-signal] [added: Wi-Fi] products.

- Our ending cash, cash equivalents, and marketable securities balance [removed: increased 113.1%] [added: decreased 11.8%] to [removed: $1,574.1] [added: $1,388.4] million in fiscal [removed: 2024,] [added: 2025,] as compared to [removed: $738.5] [added: $1,574.1] million in fiscal [removed: 2023.][added: 2024.]

The [removed: increase] [added: decrease] in cash, cash equivalents, and marketable securities during fiscal [removed: 2024,] [added: 2025] was primarily due to [removed: cash generated from operations] [added: share repurchases] of [removed: $1,824.7] [added: $830.2] million, [added: dividend payments of $432.6 million, and capital expenditures of $195.0 million,] partially offset by [added: cash generated from operations of $1,300.8 million.]

| (dollars in millions) | | | [removed: September 27, 2024] [added: October 3, 2025] | | | | | | Change | | | | | | September [removed: 29, 2023] [added: 27, 2024] | | | | | | Change | | | | | | September [removed: 30, 2022] [added: 29, 2023] | | |

| Net revenue | | | $ | [removed: 4,178.0] [added: 4,086.9] | | | | | [removed: (12.5)%] [added: (2.2)%] | | | | | | $ | [removed: 4,772.4] [added: 4,178.0] | | | | | [removed: (13.0)%] [added: (12.5)%] | | | | | | $ | [removed: 5,485.5] [added: 4,772.4] | |

We market and sell our products indirectly through electronic components distributors and directly to OEMs of communications and electronics products, third-party original design [removed: manufacturers] [added: manufacturers,] and contract manufacturers.

The decrease in net revenue in fiscal [removed: 2024,] [added: 2025,] as compared to fiscal [removed: 2023,] [added: 2024,] was driven primarily by a decrease in [added: market share at a significant customer, partially offset by an increase in] demand for our [removed: mobile, analog,] [added: mobile] and [removed: mixed-signal] [added: Wi-Fi] products.

| Gross profit | | | $ | [removed: 1,720.8] [added: 1,682.1] | | | | | [removed: (18.3)%] [added: (2.2)%] | | | | | | $ | [removed: 2,107.3] [added: 1,720.8] | | | | | [removed: (19.1)%] [added: (18.3)%] | | | | | | $ | [removed: 2,604.3] [added: 2,107.3] | |

| % of net revenue | | | 41.2 | | % | | | | | | | | | | [removed: 44.2] [added: 41.2] | | % | | | | | | | | | | [removed: 47.5] [added: 44.2] | | % |

The decrease in gross profit in fiscal [removed: 2024,] [added: 2025,] as compared to fiscal [removed: 2023,] [added: 2024,] was primarily the result of [removed: an] unfavorable product mix, lower [removed: unit volumes, and lower] average selling [removed: prices.][added: prices, and an increase in costs associated with facility consolidation and closure, partially offset by higher unit volumes.]

| Research and development | | | $ | [removed: 631.7] [added: 785.5] | | | | | [removed: 4.1%] [added: 24.3%] | | | | | | $ | [removed: 606.8] [added: 631.7] | | | | | [removed: (1.8)%] [added: 4.1%] | | | | | | $ | [removed: 617.9] [added: 606.8] | |

| % of net revenue | | | [removed: 15.1] [added: 19.2] | | % | | | | | | | | | | [removed: 12.7] [added: 15.1] | | % | | | | | | | | | | [removed: 11.3] [added: 12.7] | | % |

The increase in research and development expenses in fiscal [removed: 2024,] [added: 2025,] as compared to fiscal [removed: 2023,] [added: 2024,] was primarily related to increases in [removed: certain] headcount-related [removed: expenses] [added: expenses, including share-based compensation] and costs for engineering prototypes as a result of our increased investment in developing new technologies and [removed: products, partially offset by a decrease in share-based compensation expense and a decrease in depreciation expense as a result of extending the useful lives of certain machinery and equipment.][added: products.]

| Selling, general, and administrative | | | $ | [removed: 300.8] [added: 371.5] | | | | | [removed: (4.2)%] [added: 23.5%] | | | | | | $ | [removed: 314.0] [added: 300.8] | | | | | [removed: (4.8)%] [added: (4.2)%] | | | | | | $ | [removed: 329.8] [added: 314.0] | |

| % of net revenue | | | [removed: 7.2] [added: 9.1] | | % | | | | | | | | | | [removed: 6.6] [added: 7.2] | | % | | | | | | | | | | [removed: 6.0] [added: 6.6] | | % |

The [removed: decrease] [added: increase] in selling, general, and administrative expenses in fiscal [removed: 2024,] [added: 2025,] as compared to fiscal [removed: 2023,] [added: 2024,] was primarily related to [removed: a gain on the sale of property, plant,] [added: increases in headcount-related expenses, including share-based compensation] and [removed: equipment, a decrease] [added: increases] in professional services [removed: costs, and a decrease in share-based compensation expense.][added: costs.]

| Amortization of intangibles | | | $ | 0.9 | | | | | [removed: (97.3)%] [added: —%] | | | | | | $ | [removed: 33.2] [added: 0.9] | | | | | [removed: (66.4)%] [added: (97.3)%] | | | | | | $ | [removed: 98.9] [added: 33.2] | |

| % of net revenue | | | — | | % | | | | | | | | | | [removed: 0.7] [added: —] | | % | | | | | | | | | | [removed: 1.8] [added: 0.7] | | % |

[removed: Impairment, Restructuring,] [added: Restructuring, Impairment,] and Other Charges

| [removed: Impairment, restructuring,] [added: Restructuring, impairment,] and other charges | | | $ | [removed: 150.0] [added: 24.2] | | | | | [removed: 430.0%] [added: (83.9)%] | | | | | | $ | [removed: 28.3] [added: 150.0] | | | | | [removed: (7.8)%] [added: 430.0%] | | | | | | $ | [removed: 30.7] [added: 28.3] | |

| % of net revenue | | | [removed: 3.6] [added: 0.6] | | % | | | | | | | | | | [removed: 0.6] [added: 3.6] | | % | | | | | | | | | | 0.6 | | % |

[removed: Impairment, restructuring,] [added: Restructuring, impairment,] and other charges in fiscal 2024 [removed: were] [added: was] primarily due to the abandonment or delay of previously capitalized in-process research and development (“IPR&D”) projects of $147.9 million and employee severance costs.

| Interest expense | | | $ | [removed: 30.7] [added: 27.1] | | | | | [removed: (52.3)%] [added: (11.7)%] | | | | | | $ | [removed: 64.4] [added: 30.7] | | | | | [removed: 34.4%] [added: (52.3)%] | | | | | | $ | [removed: 47.9] [added: 64.4] | |

Pending Combination With Qorvo

On October 27, 2025, we entered into the Merger Agreement with Qorvo, a provider of connectivity and power solutions, to combine Qorvo and Skyworks in a cash-and-stock transaction that values the combined company at approximately $22.0 billion as of the market close on October 27, 2025.

Under the terms of the Merger Agreement, at the effective time of the Mergers, each share of Qorvo common stock issued and outstanding immediately prior thereto (with certain exceptions set forth in the Merger Agreement) will be converted into the right to receive 0.960 (the “Exchange Ratio”) of a share of Skyworks common stock and $32.50 in cash, without interest, subject to applicable withholding taxes.

The Exchange Ratio is expected to result in Qorvo equityholders and Skyworks equityholders owning approximately 37% and 63%, respectively, of the combined company on a pro forma basis following the closing.

The Merger Agreement also provides for Skyworks’ assumption of certain Qorvo equity awards, subject to certain adjustments thereto in respect of, among other things, performance-based vesting conditions.

Pursuant to the Merger Agreement, immediately following the closing, the Board of Directors will be comprised of 11 directors, consisting of (i) the Chief Executive Officer of Skyworks, who will be the Chief Executive Officer of Skyworks following the closing, (ii) seven directors designated by Skyworks and (iii) three directors designated by Qorvo who are reasonably acceptable to Skyworks, each of whom will hold office until the next annual meeting of stockholders of Skyworks.

Promptly following the closing, the Board of Directors will also designate a Chairman.

Robert Bruggeworth, Qorvo’s current President, Chief Executive Officer and director, will be one of Qorvo’s designees upon the closing.

The Mergers, which are anticipated to close early in calendar year 2027, are subject to the satisfaction or waiver of customary closing conditions, including adoption of the Merger Agreement by Qorvo’s stockholders and the approval by Skyworks’ stockholders of the issuance of Skyworks common stock included in the consideration to be paid to Qorvo stockholders, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and other regulatory approvals under certain antitrust and foreign investment regimes, the absence of any order, injunction or law of such jurisdictions prohibiting the Mergers, and the effectiveness of a registration statement on Form S-4 to be filed by us.

We and Qorvo each have termination rights under the Merger Agreement.

Under specified circumstances, including termination by a party to accept a superior proposal or termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, each of Qorvo and us will be required to pay the other party a termination fee of $298.7 million, as more fully described in the Merger Agreement.

Alternatively, under certain specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities, we will be required to pay Qorvo a termination fee of $100.0 million, as more fully described in the Merger Agreement.

In connection with the execution of the Merger Agreement, we entered into a commitment letter (“Bridge Commitment Letter”) on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, up to $3,050.0 million of senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes.

The receipt of financing by us is not a condition to our obligation to consummate the Mergers.

Concurrently with the execution of the Merger Agreement, we and certain stockholders of Qorvo affiliated with Starboard Value (“SBV”), an affiliate of Peter Feld, a member of the board of directors of Qorvo so designated by SBV (each, a “SBV Stockholder”), entered into a Voting and Support Agreement (the “VSA”), pursuant to which each SBV Stockholder has agreed to vote its shares of Qorvo common stock in favor of the adoption of the Merger Agreement.

As of October 24, 2025, the SBV Stockholders collectively held approximately 8% of Qorvo’s issued and outstanding shares.

Each SBV Stockholder has also agreed, for a limited period of time not exceeding nine months from the date of the VSA, not to sell or transfer its shares of Qorvo common stock, subject to certain exceptions as specified in the VSA, and has agreed not to solicit any competing acquisition proposal.

The VSA will terminate, as to each SBV Stockholder, upon the earliest to occur of (a) the closing, (b) the termination of the Merger Agreement, (c) the date of any Qorvo Triggering Event or Skyworks Triggering Event (each, as defined in the Merger Agreement) and (d) the written consent of Skyworks, Qorvo and the applicable SBV Stockholder.

For more on risks related to the Mergers, see Part I, Item 1A, Risk Factors, “Risks Associated with the Proposed Transaction with Qorvo” of this Annual Report on Form 10-K.

- On February 4, 2025, the Board of Directors appointed Philip Brace as the President and Chief Executive Officer of the Company and as a director, effective February 17, 2025.

- On May 7, 2025, the Board of Directors appointed Todd Lepinski as Senior Vice President, Sales and Marketing, effective as of June 2, 2025.

- On August 23, 2025, the Board of Directors appointed Philip Carter as Senior Vice President and Chief Financial Officer of the Company, effective as of September 8, 2025.

| (dollars in millions) | | | October 3, 2025 | | | | | | Change | | | | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | |

| (dollars in millions) | | | October 3, 2025 | | | | | | Change | | | | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | |

| (dollars in millions) | | | October 3, 2025 | | | | | | Change | | | | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | |

| (dollars in millions) | | | October 3, 2025 | | | | | | Change | | | | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | |

Amortization of intangible assets was consistent in fiscal 2025, as compared to fiscal 2024.

| (dollars in millions) | | | October 3, 2025 | | | | | | Change | | | | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | |

Restructuring, impairment, and other charges in fiscal 2025 was primarily due to certain management severance costs incurred in connection with Chief Executive Officer transition.

| (dollars in millions) | | | October 3, 2025 | | | | | | Change | | | | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | |

| (dollars in millions) | | | October 3, 2025 | | | | | | Change | | | | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | |

| (dollars in millions) | | | October 3, 2025 | | | | | | Change | | | | | | September 27, 2024 | | | | | | Change | | | | | | September 29, 2023 | | |

In December 2021, the Organization for Economic Co-operation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting (“BEPS”) released Global Anti-Base Erosion (“GloBE”) rules under Pillar Two.

The tax impact associated with Pillar Two was immaterial to the financial statements for fiscal 2025.

In July 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA did not have a material impact to the financials for fiscal 2025.

We continue to evaluate the impact of the OBBBA on our business for future periods.

In connection with the execution of the Merger Agreement, we entered into a commitment letter on October 27, 2025, with Goldman Sachs Bank USA, which committed to provide, subject to the satisfaction of customary closing conditions, up to $3,050.0 million of senior unsecured bridge term loans for the purpose of financing a portion of the cash portion of the consideration to be paid to Qorvo stockholders, paying related fees and expenses in connection with the Mergers and the other transactions contemplated by the Merger Agreement and, in certain circumstances, to refinance certain of Qorvo’s senior notes.

These policies and significant

dividend payments of $439.1 million, repayments of debt of $300.0 million, capital expenditures of $157.0 million, and share repurchases of $77.3 million.

For information regarding this change in accounting estimate, see Note 2 to Item 8 of this Annual Report on Form 10-K.

The decrease in amortization expense in fiscal 2024, as compared to fiscal 2023, was primarily due to certain intangible assets that were acquired in prior fiscal years reaching the end of their useful lives.

Impairment, restructuring, and other charges in fiscal 2023 were primarily due to employee severance costs and impairment charges on divested assets.

Future changes in tax laws could arise related to the BEPS Project of the OECD, including Pillar One and Pillar Two; the European Commission’s “state aid” investigations; enactment of a global corporate minimum tax; and other developments that could have an adverse effect on the taxation of our business, including reducing the availability of tax credits and payment of higher income taxes.

The

transaction price when sales are recorded.

Our investment portfolio consists of cash and cash equivalents (money market funds, [added: municipal bonds,] corporate bonds and notes, and U.S. Treasury and government securities purchased with less than ninety days until maturity) that total approximately [removed: $1,368.6] [added: $1,161.3] million, and marketable securities (U.S. Treasury and government [removed: securities,] [added: securities and] corporate bonds and [removed: notes, and municipal bonds) that total] [added: notes) of] approximately [removed: $194.1] [added: $212.9] million and [removed: $11.4] [added: $14.2] million within short-term and long-term marketable securities, respectively, as of [removed: September 27, 2024.][added: October 3, 2025.]

Our marketable securities have short-term [added: and long-term] maturity periods [removed: less than one year.][added: between 90 days and two years.]

Based on our results of operations for the fiscal year ended [removed: September 27, 2024,] [added: October 3, 2025,] a hypothetical reduction in the interest rates on our cash, cash equivalents, and other investments [removed: to zero] [added: of 100 basis points] would result in an immaterial reduction of interest income with a de minimis impact on income before taxes.

[removed: For the fiscal years ended September 27, 2024, September 29,] 2023, [removed: and September 30, 2022,] we had foreign exchange losses of [added: $1.0 million and] $5.2 million, [added: and] foreign exchange gains of $1.7 million, [removed: and foreign exchange losses of $1.4 million,] respectively.

[removed: As of] [added: For the fiscal years ended October 3, 2025,] September 27, 2024, [added: and September 29, 2023,] we had not entered into any outstanding foreign currency forward or options contracts with financial institutions.

For the fiscal years ended October 3, 2025, September 27, 2024, and September 29,

According to the [removed: 2024] [added: 2025] Ericsson Mobility Report, global mobile data for 5G [removed: is estimated] [added: subscriptions are forecast] to [removed: triple in] [added: reach 6.3 billion by] the [removed: next three years,] [added: end of 2030,] driven by new users, innovative services, and the convergence of artificial intelligence (“AI”) and 5G technology, and [removed: by 2029, it] [added: the total number of global IoT connections] is [removed: estimated that] [added: now forecast to reach] approximately [removed: 39] [added: 43] billion [removed: connections will be related to the IoT,] [added: by 2030,] including connected cars, machines, meters, sensors, point-of-sale terminals, consumer electronics and wearables.

Connected cars are forecasted by McKinsey to make up [removed: 95%] [added: 90%] of new vehicles sold globally by 2030.

Additionally, Wi-Fi® [removed: 7,] [added: 8,] the next generation of Wi-Fi® technology, complements 5G by providing high-speed wireless connectivity in local environments.

Our product portfolio is reinforced by a library of approximately [removed: 5,000] [added: 5,200] worldwide [added: issued] patents and other intellectual property that we own and control.

With the increasing adoption of 5G and the opportunity to enable more applications, we are growing our business beyond mobile devices (where we support leading top-tier manufacturers, including the leading smartphone suppliers and key baseband vendors) into additional high-performance analog markets, including automotive, home and factory automation, data center, solar, wireless infrastructure, aerospace and defense, medical, smart energy, and wireless [removed: networking.]

In these markets we leverage our scale, intellectual property, and worldwide distribution network, which spans approximately [removed: 6,000] [added: 6,900] customers and [removed: 6,000] [added: 4,900] unique products.

In each of the fiscal years ended [added: October 3, 2025 (“fiscal 2025”),] September 27, 2024 (“fiscal 2024”), [added: and] September 29, 2023 (“fiscal 2023”), [removed: and September 30, 2022 (“fiscal 2022”),] Apple, through sales to multiple distributors and contract manufacturers for multiple applications including smartphones, tablets, desktop and notebook computers, watches, and other devices, constituted more than ten percent of our net revenue.

Further, the Company’s three largest accounts receivable balances comprised [removed: 80%] [added: 82%] and [removed: 83%] [added: 80%] of aggregate gross accounts receivable as of [removed: September 27, 2024 and September 29, 2023, respectively.]

We invested [removed: $631.7] [added: $785.5] million, [removed: $606.8] [added: $631.7] million, and [removed: $617.9] [added: $606.8] million in research and development during fiscal [removed: 2024,] [added: 2025,] fiscal [removed: 2023,] [added: 2024,] and fiscal [removed: 2022,] [added: 2023,] respectively.

[added: products, or overproduction due to a change in anticipated order volume could result in a reduction in revenue and us holding] excess or obsolete inventory, which could result in inventory write-downs and, in turn, could have a material adverse effect on our financial condition.

Our workforce consists of approximately [removed: 10,100] [added: 10,000] employees located around the world, more than 99% of whom are full-time employees.

- Our workforce was distributed geographically approximately as follows: 54% in Mexico, [removed: 25%] [added: 24%] in the United States, [removed: 19%] [added: 20%] in Asia, 1% in Canada, and less than 1% in Europe.

- Our workforce was distributed by function approximately as follows: [removed: 41%] [added: 39%] in individual contributor manufacturing roles, [removed: 35%] [added: 36%] in engineering or technician roles, [removed: 11%] [added: 12%] in managerial roles, and 13% in professional or other administrative roles.

- Approximately [removed: 3,400] [added: 3,260] of our employees in Mexico, [removed: 570] [added: 550] of our employees in Singapore, and [removed: 440] [added: 460] of our employees in Japan were covered by collective bargaining and other union agreements.

The first wave of AI-capable phones is reaching scale, and early demand signals are encouraging.

As AI capabilities become more intuitive and integrated, we believe this could drive an inflection in upgrade cycles, leading to a potential tailwind to volumes and content over time.

networking.

October 3, 2025 and September 27, 2024, respectively.

The cancellation or deferral of product orders, the return of previously sold

As of October 3, 2025:

The cancellation or deferral of product orders, the return of previously sold products, or overproduction due to a change in anticipated order volume could result in a reduction in revenue and us holding

As of September 27, 2024:

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 [removed: November 7, 2024,] [added: October 30, 2025,] was [removed: 159,920,649.][added: 148,679,767.]

| Part III | | | | | | Portions of the Registrant’s Proxy Statement relating to the Registrant’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders (to be filed) are incorporated by reference into Items 10, 11, 12, 13, and 14 of this Annual Report on Form 10-K. | | |

FOR THE YEAR ENDED [removed: SEPTEMBER 27, 2024][added: OCTOBER 3, 2025]

| [ITEM 1: [removed: BUSINESS.](#ia5c5445a78f748fba89ff2a59d015d5e_16)] [added: BUSINESS.](#idc70794be4c44025b09be68285adc6f0_16)] | | | [removed: [6](#ia5c5445a78f748fba89ff2a59d015d5e_16)] [added: [6](#idc70794be4c44025b09be68285adc6f0_16)] | | |

| [ITEM 1A: RISK [removed: FACTORS.](#ia5c5445a78f748fba89ff2a59d015d5e_19)] [added: FACTORS.](#idc70794be4c44025b09be68285adc6f0_19)] | | | [removed: [12](#ia5c5445a78f748fba89ff2a59d015d5e_19)] [added: [12](#idc70794be4c44025b09be68285adc6f0_19)] | | |

| [ITEM 1B: UNRESOLVED STAFF [removed: COMMENTS.](#ia5c5445a78f748fba89ff2a59d015d5e_22)] [added: COMMENTS.](#idc70794be4c44025b09be68285adc6f0_22)] | | | [removed: [27](#ia5c5445a78f748fba89ff2a59d015d5e_22)] [added: [33](#idc70794be4c44025b09be68285adc6f0_22)] | | |

| [ITEM [removed: 1C](#ia5c5445a78f748fba89ff2a59d015d5e_1620)[:](#ia5c5445a78f748fba89ff2a59d015d5e_1620) [CYBERSECURITY.](#ia5c5445a78f748fba89ff2a59d015d5e_1620)] [added: 1C: CYBERSECURITY.](#idc70794be4c44025b09be68285adc6f0_25)] | | | [removed: [27](#ia5c5445a78f748fba89ff2a59d015d5e_1620)] [added: [33](#idc70794be4c44025b09be68285adc6f0_25)] | | |

| [ITEM 2: [removed: PROPERTIES.](#ia5c5445a78f748fba89ff2a59d015d5e_25)] [added: PROPERTIES.](#idc70794be4c44025b09be68285adc6f0_28)] | | | [removed: [28](#ia5c5445a78f748fba89ff2a59d015d5e_25)] [added: [34](#idc70794be4c44025b09be68285adc6f0_28)] | | |

| [ITEM 3: LEGAL [removed: PROCEEDINGS.](#ia5c5445a78f748fba89ff2a59d015d5e_28)] [added: PROCEEDINGS.](#idc70794be4c44025b09be68285adc6f0_31)] | | | [removed: [28](#ia5c5445a78f748fba89ff2a59d015d5e_28)] [added: [34](#idc70794be4c44025b09be68285adc6f0_31)] | | |

| [ITEM 4: MINE SAFETY [removed: DISCLOSURES](#ia5c5445a78f748fba89ff2a59d015d5e_31).] [added: DISCLOSURES](#idc70794be4c44025b09be68285adc6f0_34).] | | | [removed: [28](#ia5c5445a78f748fba89ff2a59d015d5e_31)] [added: [34](#idc70794be4c44025b09be68285adc6f0_34)] | | |

| [ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.](#ia5c5445a78f748fba89ff2a59d015d5e_37)] [added: SECURITIES.](#idc70794be4c44025b09be68285adc6f0_40)] | | | [removed: [29](#ia5c5445a78f748fba89ff2a59d015d5e_37)] [added: [35](#idc70794be4c44025b09be68285adc6f0_40)] | | |

| [ITEM 6: [removed: RESERVED.](#ia5c5445a78f748fba89ff2a59d015d5e_40)] [added: RESERVED.](#idc70794be4c44025b09be68285adc6f0_43)] | | | [removed: [29](#ia5c5445a78f748fba89ff2a59d015d5e_40)] [added: [35](#idc70794be4c44025b09be68285adc6f0_43)] | | |

| [ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.](#ia5c5445a78f748fba89ff2a59d015d5e_43)] [added: OPERATIONS.](#idc70794be4c44025b09be68285adc6f0_46)] | | | [removed: [30](#ia5c5445a78f748fba89ff2a59d015d5e_43)] [added: [36](#idc70794be4c44025b09be68285adc6f0_46)] | | |

| [ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK.](#ia5c5445a78f748fba89ff2a59d015d5e_58)] [added: RISK.](#idc70794be4c44025b09be68285adc6f0_61)] | | | [removed: [35](#ia5c5445a78f748fba89ff2a59d015d5e_58)] [added: [42](#idc70794be4c44025b09be68285adc6f0_61)] | | |

| [ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#ia5c5445a78f748fba89ff2a59d015d5e_61)] [added: DATA.](#idc70794be4c44025b09be68285adc6f0_64)] | | | [removed: [37](#ia5c5445a78f748fba89ff2a59d015d5e_61)] [added: [44](#idc70794be4c44025b09be68285adc6f0_64)] | | |

| [ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE.](#ia5c5445a78f748fba89ff2a59d015d5e_151)] [added: DISCLOSURE.](#idc70794be4c44025b09be68285adc6f0_136)] | | | [removed: [64](#ia5c5445a78f748fba89ff2a59d015d5e_151)] [added: [72](#idc70794be4c44025b09be68285adc6f0_136)] | | |

| [ITEM 9A: CONTROLS AND [removed: PROCEDURES.](#ia5c5445a78f748fba89ff2a59d015d5e_154)] [added: PROCEDURES.](#idc70794be4c44025b09be68285adc6f0_139)] | | | [removed: [64](#ia5c5445a78f748fba89ff2a59d015d5e_154)] [added: [73](#idc70794be4c44025b09be68285adc6f0_139)] | | |

| [ITEM 9B: OTHER [removed: INFORMATION.](#ia5c5445a78f748fba89ff2a59d015d5e_157)] [added: INFORMATION.](#idc70794be4c44025b09be68285adc6f0_142)] | | | [removed: [65](#ia5c5445a78f748fba89ff2a59d015d5e_157)] [added: [74](#idc70794be4c44025b09be68285adc6f0_142)] | | |

| [ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS.](#ia5c5445a78f748fba89ff2a59d015d5e_160)] [added: INSPECTIONS.](#idc70794be4c44025b09be68285adc6f0_148)] | | | [removed: [65](#ia5c5445a78f748fba89ff2a59d015d5e_160)] [added: [74](#idc70794be4c44025b09be68285adc6f0_148)] | | |

| [ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE [removed: GOVERNANCE.](#ia5c5445a78f748fba89ff2a59d015d5e_166)] [added: GOVERNANCE.](#idc70794be4c44025b09be68285adc6f0_154)] | | | [removed: [66](#ia5c5445a78f748fba89ff2a59d015d5e_166)] [added: [75](#idc70794be4c44025b09be68285adc6f0_154)] | | |

| [ITEM 11: EXECUTIVE [removed: COMPENSATION.](#ia5c5445a78f748fba89ff2a59d015d5e_169)] [added: COMPENSATION.](#idc70794be4c44025b09be68285adc6f0_157)] | | | [removed: [66](#ia5c5445a78f748fba89ff2a59d015d5e_169)] [added: [75](#idc70794be4c44025b09be68285adc6f0_157)] | | |

| [ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS.](#ia5c5445a78f748fba89ff2a59d015d5e_172)] [added: MATTERS.](#idc70794be4c44025b09be68285adc6f0_160)] | | | [removed: [66](#ia5c5445a78f748fba89ff2a59d015d5e_172)] [added: [75](#idc70794be4c44025b09be68285adc6f0_160)] | | |

| [ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE.](#ia5c5445a78f748fba89ff2a59d015d5e_175)] [added: INDEPENDENCE.](#idc70794be4c44025b09be68285adc6f0_163)] | | | [removed: [66](#ia5c5445a78f748fba89ff2a59d015d5e_175)] [added: [75](#idc70794be4c44025b09be68285adc6f0_163)] | | |

| [ITEM 14: PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES.](#ia5c5445a78f748fba89ff2a59d015d5e_178)] [added: SERVICES.](#idc70794be4c44025b09be68285adc6f0_166)] | | | [removed: [66](#ia5c5445a78f748fba89ff2a59d015d5e_178)] [added: [75](#idc70794be4c44025b09be68285adc6f0_166)] | | |

| [ITEM 15: EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES.](#ia5c5445a78f748fba89ff2a59d015d5e_184)] [added: SCHEDULES.](#idc70794be4c44025b09be68285adc6f0_172)] | | | [removed: [67](#ia5c5445a78f748fba89ff2a59d015d5e_184)] [added: [76](#idc70794be4c44025b09be68285adc6f0_172)] | | |

| [PART I](#idc70794be4c44025b09be68285adc6f0_13) | | | | | |

| [PART II](#idc70794be4c44025b09be68285adc6f0_37) | | | | | |

| [PART III](#idc70794be4c44025b09be68285adc6f0_151) | | | | | |

| [PART IV](#idc70794be4c44025b09be68285adc6f0_169) | | | | | |

| [SIGNATURES](#idc70794be4c44025b09be68285adc6f0_178) | | | [80](#idc70794be4c44025b09be68285adc6f0_178) | | |

- our expectations and statements regarding the transaction with Qorvo;

| [PART I](#ia5c5445a78f748fba89ff2a59d015d5e_13) | | | | | |

| [PART II](#ia5c5445a78f748fba89ff2a59d015d5e_34) | | | | | |

| [PART III](#ia5c5445a78f748fba89ff2a59d015d5e_163) | | | | | |

| [PART IV](#ia5c5445a78f748fba89ff2a59d015d5e_181) | | | | | |

| [SIGNATURES](#ia5c5445a78f748fba89ff2a59d015d5e_193) | | | [71](#ia5c5445a78f748fba89ff2a59d015d5e_193) | | |

In connection with the operation of our program, we take into consideration guidance from various recognized cybersecurity industry frameworks and standards such as the National Institute of Standards and Technology Cybersecurity Framework [removed: (“NIST CSF”)] [added: (“NIST”)] and the International Organization for Standardization (“ISO”) 27001 standards.

[removed: This does not mean that we adhere to any particular frameworks or meet any particular standards, but rather that we use] [added: We leverage a controls framework, based on these] industry frameworks and [removed: standards] [added: standards,] as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Information about cybersecurity risk is collected as part of our [added: annual cybersecurity risk assessment and] overall enterprise risk management program, including as part of the annual enterprise risk assessment survey conducted by our internal audit team, the results of which are summarized and provided to our Audit Committee.

We provide [added: ongoing cybersecurity] training to our employees [added: based] on [added: access to] our [added: network and roles, which includes annual training to non-factory employees on our] acceptable use policy, our data protection methods, and social engineering tactics used by threat [removed: actors, including through simulated phishing attacks.][added: actors.]

The Board receives regular reports from the Audit Committee, as well as an annual cybersecurity report [added: or materials] from management, including the CIO, highlighting key activities of the Company’s cybersecurity team, including internal initiatives and updates and external engagements with third party cybersecurity firms, recent incidents throughout the industry and the emerging threat landscape.

We are certified and externally audited to ISO / IEC 27001:2022.

| Singapore, Singapore | | | | | | Leased | | | | | | [removed: 427,700] [added: 429,500] | | | | | | Filter manufacturing | | |

(1) The Company owns the building and the land is leased for approximately [removed: 37] [added: 36] additional years expiring in 2061.

The number of stockholders of record of our common stock as of [removed: November 12, 2024,] [added: October 28, 2025] was [removed: 7,658.][added: 7,211.]

On [removed: November 12, 2024,] [added: October 28, 2025,] the Company announced that the Board of Directors had declared a cash dividend of [removed: $0.70] [added: $0.71] per share of common stock, payable on December [removed: 24, 2024,] [added: 9, 2025,] to stockholders of record as of [removed: December 3, 2024.][added: November 18, 2025.]

The following table provides information regarding repurchases of common stock made during the three months ended [removed: September 27, 2024:][added: October 3, 2025:]

| Period | | | Total Number of Shares Purchased | | | | | | Average Price Paid per [removed: Share] [added: Share (2)] | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2) | | |

(1) We announced on February [removed: 6, 2023] [added: 5, 2025] that our Board of Directors [removed: had] approved a stock repurchase program on [removed: January 31, 2023,] [added: February 4, 2025,] which authorizes the repurchase of up to $2.0 billion of our common stock from time to time on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements, and [removed: which is scheduled to expire] [added: expires] on February [removed: 1, 2025.][added: 3, 2027.]

| 06/28/25 - 07/25/25 | | | 284 | | | (3) | | | $69.94 | | | — | | | $1.2 billion | | |

| 07/26/25 - 08/29/25 | | | 13,057 | | | (3) | | | $73.00 | | | — | | | $1.2 billion | | |

| 08/30/25 - 10/03/25 | | | 83 | | | (3) | | | $66.21 | | | — | | | $1.2 billion | | |

| | | | 13,424 | | | | | | | | | — | | | | | |

| 06/29/24 - 07/26/24 | | | 6,244 | | | (3) | | | $116.18 | | | — | | | $1.9 billion | | |

| 07/27/24 - 08/23/24 | | | 10,615 | | | (3) | | | $108.30 | | | — | | | $1.9 billion | | |

| 08/24/24 - 09/27/24 | | | 395 | | | (3) | | | $107.70 | | | — | | | $1.9 billion | | |

| | | | 17,254 | | | | | | | | | — | | | | | |

| (1) | | | [Report of Independent Registered Public Accounting [removed: Firm](#ia5c5445a78f748fba89ff2a59d015d5e_64)] [added: Firm](#idc70794be4c44025b09be68285adc6f0_67)] | | | Page [removed: [38](#ia5c5445a78f748fba89ff2a59d015d5e_64)] [added: [45](#idc70794be4c44025b09be68285adc6f0_67)] | | |

| (2) | | | [Consolidated Statements of Operations for the three years [removed: ended](#ia5c5445a78f748fba89ff2a59d015d5e_67) [September 27, 2024](#ia5c5445a78f748fba89ff2a59d015d5e_67)] [added: ended](#idc70794be4c44025b09be68285adc6f0_70) [October](#idc70794be4c44025b09be68285adc6f0_70) [](#idc70794be4c44025b09be68285adc6f0_70)[3](#idc70794be4c44025b09be68285adc6f0_70)[, 202](#idc70794be4c44025b09be68285adc6f0_70)[5](#idc70794be4c44025b09be68285adc6f0_70)] | | | Page [removed: [40](#ia5c5445a78f748fba89ff2a59d015d5e_67)] [added: [47](#idc70794be4c44025b09be68285adc6f0_70)] | | |

| (3) | | | [Consolidated Statements of Comprehensive Income for the three years [removed: ended September 2](#ia5c5445a78f748fba89ff2a59d015d5e_70)[7](#ia5c5445a78f748fba89ff2a59d015d5e_70)[, 20](#ia5c5445a78f748fba89ff2a59d015d5e_70)[24](#ia5c5445a78f748fba89ff2a59d015d5e_70)] [added: ended](#idc70794be4c44025b09be68285adc6f0_73) [October](#idc70794be4c44025b09be68285adc6f0_73) [](#idc70794be4c44025b09be68285adc6f0_73)[3](#idc70794be4c44025b09be68285adc6f0_73)[, 202](#idc70794be4c44025b09be68285adc6f0_73)[5](#idc70794be4c44025b09be68285adc6f0_73)] | | | Page [removed: [41](#ia5c5445a78f748fba89ff2a59d015d5e_70)] [added: [48](#idc70794be4c44025b09be68285adc6f0_73)] | | |

| (4) | | | [Consolidated Balance Sheets [removed: at September 2](#ia5c5445a78f748fba89ff2a59d015d5e_73)[7](#ia5c5445a78f748fba89ff2a59d015d5e_73)[, 202](#ia5c5445a78f748fba89ff2a59d015d5e_73)[4](#ia5c5445a78f748fba89ff2a59d015d5e_73)[,] [added: at](#idc70794be4c44025b09be68285adc6f0_76) [October](#idc70794be4c44025b09be68285adc6f0_76) [](#idc70794be4c44025b09be68285adc6f0_76)[3](#idc70794be4c44025b09be68285adc6f0_76)[, 202](#idc70794be4c44025b09be68285adc6f0_76)[5](#idc70794be4c44025b09be68285adc6f0_76)[,] and [removed: September](#ia5c5445a78f748fba89ff2a59d015d5e_73) [29](#ia5c5445a78f748fba89ff2a59d015d5e_73)[, 202](#ia5c5445a78f748fba89ff2a59d015d5e_73)[3](#ia5c5445a78f748fba89ff2a59d015d5e_73)] [added: September 2](#idc70794be4c44025b09be68285adc6f0_76)[7](#idc70794be4c44025b09be68285adc6f0_76)[, 202](#idc70794be4c44025b09be68285adc6f0_76)[4](#idc70794be4c44025b09be68285adc6f0_76)] | | | Page [removed: [42](#ia5c5445a78f748fba89ff2a59d015d5e_73)] [added: [49](#idc70794be4c44025b09be68285adc6f0_76)] | | |

| (5) | | | [Consolidated Statements of Cash Flows for the three years [removed: ended September 2](#ia5c5445a78f748fba89ff2a59d015d5e_79)[7](#ia5c5445a78f748fba89ff2a59d015d5e_79)[, 20](#ia5c5445a78f748fba89ff2a59d015d5e_79)[24](#ia5c5445a78f748fba89ff2a59d015d5e_79)] [added: ended](#idc70794be4c44025b09be68285adc6f0_79) [October](#idc70794be4c44025b09be68285adc6f0_79) [](#idc70794be4c44025b09be68285adc6f0_79)[3](#idc70794be4c44025b09be68285adc6f0_79)[, 202](#idc70794be4c44025b09be68285adc6f0_79)[5](#idc70794be4c44025b09be68285adc6f0_79)] | | | Page [removed: [43](#ia5c5445a78f748fba89ff2a59d015d5e_79)] [added: [50](#idc70794be4c44025b09be68285adc6f0_79)] | | |

| (6) | | | [Consolidated Statements of Stockholders’ Equity for the three years [removed: ended September 2](#ia5c5445a78f748fba89ff2a59d015d5e_82)[7](#ia5c5445a78f748fba89ff2a59d015d5e_82)[, 20](#ia5c5445a78f748fba89ff2a59d015d5e_82)[24](#ia5c5445a78f748fba89ff2a59d015d5e_82)] [added: ended](#idc70794be4c44025b09be68285adc6f0_82) [October](#idc70794be4c44025b09be68285adc6f0_82) [](#idc70794be4c44025b09be68285adc6f0_82)[3](#idc70794be4c44025b09be68285adc6f0_82)[, 202](#idc70794be4c44025b09be68285adc6f0_82)[5](#idc70794be4c44025b09be68285adc6f0_82)] | | | Page [removed: [44](#ia5c5445a78f748fba89ff2a59d015d5e_82)] [added: [51](#idc70794be4c44025b09be68285adc6f0_82)] | | |

| (7) | | | [Notes to Consolidated Financial [removed: Statements](#ia5c5445a78f748fba89ff2a59d015d5e_85)] [added: Statements](#idc70794be4c44025b09be68285adc6f0_85)] | | | Page [removed: [45](#ia5c5445a78f748fba89ff2a59d015d5e_85)] [added: [52](#idc70794be4c44025b09be68285adc6f0_85)] through [removed: [63](#ia5c5445a78f748fba89ff2a59d015d5e_145)] [added: [72](#idc70794be4c44025b09be68285adc6f0_1429)] | | |

We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries (the Company) as of [removed: September 27, 2024] [added: October 3, 2025] and September [removed: 29, 2023,] [added: 27, 2024,] the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the [added: fiscal] years in the three-year period ended [removed: September 27, 2024,] [added: October 3, 2025,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of [removed: September 27, 2024,] [added: October 3, 2025,] based on criteria established in *Internal Control – Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of [removed: September 27, 2024] [added: October 3, 2025] and September [removed: 29, 2023,] [added: 27, 2024,] and the results of its operations and its cash flows for each of the [added: fiscal] years in the three-year period ended [removed: September 27, 2024,] [added: October 3, 2025,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: September 27, 2024] [added: October 3, 2025] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: *Management’s] [added: Management’s] Annual Report on Internal Control Over Financial [removed: Reporting*.][added: Reporting.]

As discussed in Note 2 and Note 8 to the consolidated financial statements, the Company recorded an income tax provision of [removed: $40.4] [added: $49.6] million for the [added: fiscal] year ended [removed: September 27, 2024,] [added: October 3, 2025,] which is comprised of current and deferred taxes on domestic and foreign income.

| | | | [removed: September 27, 2024] [added: October 3, 2025] | | | | | | September [removed: 29, 2023] [added: 27, 2024] | | | | | | September [removed: 30, 2022] [added: 29, 2023] | | |

| Net revenue | | | $ | [removed: 4,178.0] [added: 4,086.9] | | | | | $ | [removed: 4,772.4] [added: 4,178.0] | | | | | $ | [removed: 5,485.5] [added: 4,772.4] | |

| Cost of goods sold | | | [removed: 2,457.2] [added: 2,404.8] | | | | | | [removed: 2,665.1] [added: 2,457.2] | | | | | | [removed: 2,881.2] [added: 2,665.1] | | |

| Gross profit | | | [removed: 1,720.8] [added: 1,682.1] | | | | | | [removed: 2,107.3] [added: 1,720.8] | | | | | | [removed: 2,604.3] [added: 2,107.3] | | |

| Research and development | | | [removed: 631.7] [added: 785.5] | | | | | | [removed: 606.8] [added: 631.7] | | | | | | [removed: 617.9] [added: 606.8] | | |

| Selling, general, and administrative | | | [removed: 300.8] [added: 371.5] | | | | | | [removed: 314.0] [added: 300.8] | | | | | | [removed: 329.8] [added: 314.0] | | |

| Amortization of intangibles | | | 0.9 | | | | | | [removed: 33.2] [added: 0.9] | | | | | | [removed: 98.9] [added: 33.2] | | |

| [removed: Impairment, restructuring,] [added: Restructuring, impairment,] and other charges | | | [removed: 150.0] [added: 24.2] | | | | | | [removed: 28.3] [added: 150.0] | | | | | | [removed: 30.7] [added: 28.3] | | |

| Total operating expenses | | | [removed: 1,083.4] [added: 1,182.1] | | | | | | [removed: 982.3] [added: 1,083.4] | | | | | | [removed: 1,077.3] [added: 982.3] | | |

| Operating income | | | [removed: 637.4] [added: 500.0] | | | | | | [removed: 1,125.0] [added: 637.4] | | | | | | [removed: 1,527.0] [added: 1,125.0] | | |

| Interest expense | | | [removed: (30.7)] [added: (27.1)] | | | | | | [removed: (64.4)] [added: (30.7)] | | | | | | [removed: (47.9)] [added: (64.4)] | | |

| Other [removed: income (expense),] [added: income,] net | | | [removed: 29.7] [added: 53.8] | | | | | | [removed: 18.2] [added: 29.7] | | | | | | [removed: (2.5)] [added: 18.2] | | |

| Income before income taxes | | | [removed: 636.4] [added: 526.7] | | | | | | [removed: 1,078.8] [added: 636.4] | | | | | | [removed: 1,476.6] [added: 1,078.8] | | |

| Provision for income taxes | | | [removed: 40.4] [added: 49.6] | | | | | | [removed: 96.0] [added: 40.4] | | | | | | [removed: 201.4] [added: 96.0] | | |

| Net income | | | $ | [removed: 596.0] [added: 477.1] | | | | | $ | [removed: 982.8] [added: 596.0] | | | | | $ | [removed: 1,275.2] [added: 982.8] | |

| Basic | | | $ | [removed: 3.72] [added: 3.09] | | | | | $ | [removed: 6.17] [added: 3.72] | | | | | $ | [removed: 7.85] [added: 6.17] | |

| Diluted | | | $ | [removed: 3.69] [added: 3.08] | | | | | $ | [removed: 6.13] [added: 3.69] | | | | | $ | [removed: 7.81] [added: 6.13] | |

| Basic | | | [removed: 160.1] [added: 154.4] | | | | | | [removed: 159.4] [added: 160.1] | | | | | | [removed: 162.4] [added: 159.4] | | |

| Diluted | | | [removed: 161.5] [added: 155.1] | | | | | | [removed: 160.3] [added: 161.5] | | | | | | [removed: 163.3] [added: 160.3] | | |

| Fair value of investments | | | [removed: 0.2] [added: (0.1)] | | | | | | [removed: —] [added: 0.2] | | | | | | [removed: (0.2)] [added: —] | | |

| Pension adjustments | | | [removed: (0.2)] [added: 0.6] | | | | | | [removed: (0.8)] [added: (0.2)] | | | | | | [removed: 3.3] [added: (0.8)] | | |

| Comprehensive income | | | $ | [removed: 596.0] [added: 477.6] | | | | | $ | [removed: 982.0] [added: 596.0] | | | | | $ | [removed: 1,278.3] [added: 982.0] | |

| | | | [added: October 3, 2025 | | | | | |] September 27, 2024 | | | | | | September 29, 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 1,368.6] [added: 1,161.3] | | | | | $ | [removed: 718.8] [added: 1,368.6] | |

| Marketable securities | | | [removed: 194.1] [added: 212.9] | | | | | | [removed: 15.6] [added: 194.1] | | |

| Receivables, net of allowances of $0.9 and [removed: $0.8,] [added: $0.9,] respectively | | | [removed: 508.8] [added: 598.1] | | | | | | [removed: 864.3] [added: 508.8] | | |

| Inventory | | | [removed: 784.8] [added: 754.7] | | | | | | [removed: 1,119.7] [added: 784.8] | | |

November 7, 2025

| Net income | | | $ | 477.1 | | | | | $ | 596.0 | | | | | $ | 982.8 | |

| Non-cash investing in purchased intangibles, accrued but not paid | | | $ | 77.0 | | | | | $ | 5.0 | | | | | $ | 0.2 | |

| Net income | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 477.1 | | | | | $ | — | | | | | $ | 477.1 | |

| Repurchase of common stock | | | (12.7) | | | | | | (3.2) | | | | | | (413.9) | | | | | | (420.5) | | | | | | — | | | | | | (837.6) | | |

| Balance at October 3, 2025 | | | 148.7 | | | | | | $ | 37.2 | | | | | $ | 68.1 | | | | | $ | 5,656.9 | | | | | $ | (5.1) | | | | | $ | 5,757.1 | |

The fiscal year ended on October 3, 2025 (“fiscal 2025”) consisted of 53 weeks.

Carrying values for long-lived assets

Price protection represents

Costs associated with facility consolidation and closure is recorded to cost of goods sold at the estimated cost of settlement when the liability has been incurred.

This method also requires

The impact to the Company’s consolidated financial statements related to the CHIPS and Science Act was not material during fiscal 2025, fiscal 2024, or fiscal 2023.

Recently Adopted Accounting Pronouncements

The Company adopted ASU 2023-07 during the fourth quarter of fiscal 2025.

Refer to Note 14 for additional information.

The adoption of ASU 2023-07 did not have a significant impact on the Company’s consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”).

ASU 2024-03 requires disaggregated disclosure of certain expense captions into specified categories in the notes to financial statements on an annual and interim basis.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, on either a prospective or retrospective basis.

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”).

ASU 2025-06 makes targeted improvements that clarify and modernize the accounting for costs related to internal-use software.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, on either a prospective, retrospective, or modified basis.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.

| | | | October 3, 2025 | | | | | | September 27, 2024 | | | | | | October 3, 2025 | | | | | | September 27, 2024 | | |

| | | | October 3, 2025 | | | | | | | | | | | | | | | | | | | | | | | | September 27, 2024 | | | | | | | | | | | | | | | | | | | | |

There were no indicators of impairment identified during fiscal 2025.

| | | | October 3, 2025 | | | | | | | | | | | | September 27, 2024 | | | | | | | | |

| | | | October 3, 2025 | | | | | | September 27, 2024 | | |

| | | | October 3, 2025 | | | | | | September 27, 2024 | | |

During fiscal 2025, $32.6 million of IPR&D assets were transferred to definite-lived intangible assets and are being amortized over their useful lives of 8 years.

Amortization expense related to definite-lived intangible assets was

| Amortization expense | | | $ | 173.1 | | | | | $ | 159.2 | | | | | $ | 124.6 | | | | | $ | 91.0 | | | | | $ | 83.2 | | | | | $ | 175.1 | |

| Remeasurement of concessionary tax rate | | | 19.0 | | | | | | — | | | | | | — | | |

| Provision for income taxes | | | $ | 49.6 | | | | | $ | 40.4 | | | | | $ | 96.0 | |

The decrease in tax benefits during fiscal 2025 was due to an increase in the concessionary tax rate.

| | | | October 3, 2025 | | | | | | September 27, 2024 | | |

| Lease liabilities | | | 48.9 | | | | | | 46.1 | | |

| Right of use assets | | | (50.1) | | | | | | (47.0) | | |

| | | | October 3, 2025 | | | | | | September 27, 2024 | | |

November 15, 2024

| Balance at October 1, 2021 | | | 165.3 | | | | | | $ | 41.3 | | | | | $ | 77.9 | | | | | $ | 5,185.8 | | | | | $ | (7.9) | | | | | $ | 5,297.1 | |

| Repurchase of common stock | | | (6.5) | | | | | | (1.6) | | | | | | (219.2) | | | | | | (666.0) | | | | | | — | | | | | | (886.8) | | |

Certain items in the fiscal years 2023 and 2022 financial statements, including certain account groupings in the tax reconciliation disclosure, deferred tax disclosure, and the Consolidated Statements of Stockholders’ Equity, have been reclassified to conform to the fiscal 2024 presentation.

During fiscal 2024, the Company changed its accounting estimate for the expected useful lives of certain machinery and equipment.

The Company evaluated its current asset base and reassessed the estimated useful lives of certain machinery and equipment in connection with its recent usage of older equipment, including considering the technological and physical obsolescence of such machinery and equipment.

Based on its ability to re-use equipment across generations of process technologies and historical usage trends, the Company determined that the expected useful lives for certain machinery and equipment should be increased by up to two years to reflect more closely the estimated economic lives of those assets.

This change in estimate was applied prospectively effective during the first quarter of fiscal 2024 and resulted in a decrease in depreciation expense of $75.4 million during fiscal 2024.

This benefit decreased cost of goods sold by $25.8 million and decreased research and development expenses by $9.8 million during fiscal 2024, and decreased ending inventory by $39.8 million as of September 27, 2024.

As a result of this change in accounting estimate, net income increased by $35.6 million and diluted earnings per share increased by $0.22 during fiscal 2024.

or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time.

Incentives provided by government entities are

As of September 27, 2024 and September 29, 2023, there were $6.2 million and $10.2 million, respectively, of receivables in other short-term assets with a corresponding reduction to the carrying amounts of the qualifying manufacturing assets.

During fiscal 2024 and fiscal 2023, cost of goods sold benefited by $1.2 million and $0.2 million, respectively, from the investment tax credit, recognized as a reduction of depreciation expense.

The Company recognized an immaterial benefit in the Consolidated Statements of Operations in fiscal 2024, fiscal 2023, and fiscal 2022 for grants related to operating activities.

During fiscal 2022, the Company recorded impairment charges of $20.7 million primarily related to the abandonment of two previously capitalized IPR&D projects recorded within impairment, restructuring, and other charges.

| Amortization expense | | | $ | 168.7 | | | | | $ | 140.4 | | | | | $ | 124.4 | | | | | $ | 100.2 | | | | | $ | 86.9 | | | | | $ | 244.5 | |

The remaining repatriation tax is payable over the next two years.

These tax benefits were partially offset by an increase in tax expense on GILTI.

| Operating leases | | | 46.1 | | | | | | 45.6 | | |

| Operating leases | | | (47.0) | | | | | | (44.3) | | |

credits that can be carried forward indefinitely, for which the Company has provided a full valuation allowance.

| | | | | | |

| Balance at September 29, 2023 | | | $ | 57.9 | |

stock purchase plan at September 27, 2024, was $4.4 million.

| Non-vested awards outstanding at September 29, 2023 | | | 3.4 | | | | | | $ | 112.69 | |

| Granted (1) | | | 2.5 | | | | | | $ | 92.24 | |

| Vested | | | (1.2) | | | | | | $ | 117.84 | |

| Canceled/forfeited | | | (0.4) | | | | | | $ | 121.22 | |

| Awards | | | $ | 253.1 | | | | | 3.2 | | |

| 2025 | | | $ | 20.0 | |

| 2026 | | | 32.4 | | |

| 2027 | | | 31.0 | | |

| 2028 | | | 28.4 | | |

| 2029 | | | 26.1 | | |

| Thereafter | | | 102.4 | | |

| Term Loans due 2024 | | | (1) | | | | | | — | | | | | | 300.0 | | |

(1) In fiscal 2023, the effective interest rate of the Terms Loans due in 2024 was 6.37%.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of [removed: September 27, 2024.][added: October 3, 2025.]

Based on management’s evaluation of our disclosure controls and procedures as of [removed: September 27, 2024,] [added: October 3, 2025,] our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal [added: financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:]

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of [removed: September 27, 2024.][added: October 3, 2025.]

Based on their assessment, management concluded that, as of [removed: September 27, 2024,] [added: October 3, 2025,] the Company’s internal control over financial reporting is effective based on those criteria.

[removed: These] [added: There are no] changes [removed: did not materially affect] [added: to] our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) [added: that occurred] during the fourth quarter of fiscal [removed: 2024.][added: 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.]

financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

During the third quarter of fiscal 2024, we completed the implementation of our new enterprise resource planning (“ERP”) system and have modified certain existing internal control processes and procedures related to the new system.

As we add new functionality under this ERP system, we will continue to assess the impact on our internal control over financial reporting.

None of our directors or officers [removed: adopted or] terminated a Rule 10b5-1 trading arrangement [removed: (as defined in Item 408(a)(i) of Regulation S-K)] or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal [removed: 2024.][added: 2025.]

A significant portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or our other securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.

Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information.

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors and officers during the fourth quarter of fiscal 2025 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”):

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Title | | | Date of Adoption | | | Duration of Rule 10b5-1 Trading Arrangement | | | Aggregate Number of Securities to Be Purchased or Sold | | |

| Robert Terry, Senior Vice President, General Counsel | | | August 8, 2025 | | | Until May 1, 2026, or such earlier date upon which all transactions are completed or expire without execution | | | Sale of up to 5,000 shares | | |

| Karilee Durham, Senior Vice President, Human Resources | | | August 12, 2025 | | | Until May 1, 2026, or such earlier date upon which all transactions are completed or expire without execution | | | Sale of up to 13,507 shares | | |

| Reza Kasnavi, Executive Vice President, Chief Operations and Technology Officer | | | August 12, 2025 | | | Until May 1, 2026, or such earlier date upon which all transactions are completed or expire without execution | | | Sale of up to 7,332 shares | | |

Principal Accounting Officer Transition

On November 11, 2024, Philip Carter notified the Company of his intention to resign from his position as Vice President, Corporate Controller and principal accounting officer (“PAO”) of the Company to pursue another opportunity.

Mr. Carter’s departure is not due to any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies or practices.

Mr. Carter will continue to serve as PAO of the Company through November 15, 2024.

Effective upon Mr. Carter’s resignation, Kris Sennesael, age 55, Senior Vice President and Chief Financial Officer of the Company, a role he has held since he joined the Company in August 2016, will assume the role of PAO of the Company.

The information under the captions “Directors and Executive Officers,” “Corporate Governance─Committees of the Board of Directors,” and “Other Matters—Delinquent Section 16(a) Reports,” if applicable, in our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders is incorporated herein by reference.

Information required by this item (other than the information required by Item 402(v) of Regulation S-K) is contained in our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference.

Information required by this item is contained in our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference.

Information required by this item is contained in our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference.

Information required by this item is contained in our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference.

| | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) | | | Page [removed: [38](#ia5c5445a78f748fba89ff2a59d015d5e_64)] [added: [45](#idc70794be4c44025b09be68285adc6f0_67)] | | |

| | | | Consolidated Statements of Operations for the three years ended [removed: September 27, 2024] [added: October 3, 2025] | | | Page [removed: [40](#ia5c5445a78f748fba89ff2a59d015d5e_67)] [added: [47](#idc70794be4c44025b09be68285adc6f0_70)] | | |

| | | | Consolidated Statements of Comprehensive Income for the three years ended [removed: September 27, 2024] [added: October 3, 2025] | | | Page [removed: [41](#ia5c5445a78f748fba89ff2a59d015d5e_70)] [added: [48](#idc70794be4c44025b09be68285adc6f0_73)] | | |

| | | | Consolidated Balance Sheets at [removed: September 27, 2024,] [added: October 3, 2025] and September [removed: 29, 2023] [added: 27, 2024] | | | Page [removed: [42](#ia5c5445a78f748fba89ff2a59d015d5e_73)] [added: [49](#idc70794be4c44025b09be68285adc6f0_76)] | | |

| | | | Consolidated Statements of Cash Flows for the three years ended [removed: September 27, 2024] [added: October 3, 2025] | | | Page [removed: [43](#ia5c5445a78f748fba89ff2a59d015d5e_79)] [added: [50](#idc70794be4c44025b09be68285adc6f0_79)] | | |

| | | | Consolidated Statements of Stockholders’ Equity for the three years ended [removed: September 27, 2024] [added: October 3, 2025] | | | Page [removed: [44](#ia5c5445a78f748fba89ff2a59d015d5e_82)] [added: [51](#idc70794be4c44025b09be68285adc6f0_82)] | | |

| | | | Notes to Consolidated Financial Statements | | | Page [removed: [45](#ia5c5445a78f748fba89ff2a59d015d5e_85)] [added: [52](#idc70794be4c44025b09be68285adc6f0_85)] through [removed: [63](#ia5c5445a78f748fba89ff2a59d015d5e_145)] [added: [72](#idc70794be4c44025b09be68285adc6f0_1429)] | | |

| [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] | | | [removed: 001-05560] | | | [removed: 3.1] | | | [removed: 8/8/2023] | | | [added: X] | | |

| 4.1 | | | [Specimen Certificate of Common [removed: Stock](http://www.sec.gov/Archives/edgar/data/4127/000095013502003322/b43499ssexv4.txt)] [added: Stock](https://www.sec.gov/Archives/edgar/data/4127/000095013502003322/b43499ssexv4.txt)] | | | S-3 | | | 333-92394 | | | 4 | | | 7/15/2002 | | | | | |

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

| 10.4* | | | [Form of Nonstatutory Stock Option Agreement under the Company’s 2008 Director Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm)] | | | 10-Q | | | 001-05560 | | | 10.OO | | | 5/7/2008 | | | | | |

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

| 10.7* | | | [Form of Nonstatutory Stock Option Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit107-optionagreement.htm) | | | [added: 10-K] | | | [added: 001-05560] | | | [added: 10.7] | | | [added: 11/15/2024] | | | [removed: X] | | |

| 10.8* | | | [Form of Performance Share Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit108-psaagreement.htm) | | | [added: 10-K] | | | [added: 001-05560] | | | [added: 10.8] | | | [added: 11/15/2024] | | | [removed: X] | | |

| 10.9* | | | [Form of Restricted Stock Unit Agreement under the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412724000131/exhibit109-rsuagreement.htm) | | | [added: 10-K] | | | [added: 001-05560] | | | [added: 10.9] | | | [added: 11/15/2024] | | | [removed: X] | | |

| 10.10*^ | | | [Fiscal Year [removed: 202](https://www.sec.gov/Archives/edgar/data/4127/000000412724000007/fy24eipv1redacted-ex101.htm)[4](https://www.sec.gov/Archives/edgar/data/4127/000000412724000007/fy24eipv1redacted-ex101.htm) [Executive] [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] | | | | | |

| 10.13* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kris [removed: Sennesael](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a102cicagreementsennesael.htm)] [added: Sennesael](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1013-cicseveranceag.htm)] | | | [removed: 10-Q] [added: 10-K/A] | | | 001-05560 | | | [removed: 10.2] [added: 10.13] | | | [removed: 8/8/2023] [added: 1/24/2025] | | | | | |

| 10.14* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Robert J. [removed: Terry](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a103cicagreementterry.htm)] [added: Terry](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1014-cicseveranceag.htm)] | | | [removed: 10-Q] [added: 10-K/A] | | | 001-05560 | | | [removed: 10.3] [added: 10.14] | | | [removed: 8/8/2023] [added: 1/24/2025] | | | | | |

| 10.15* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Carlos S. [removed: Bori](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a104cicagreementbori.htm)] [added: Bori](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1015-cicseveranceag.htm)] | | | [removed: 10-Q] [added: 10-K/A] | | | 001-05560 | | | [removed: 10.4] [added: 10.15] | | | [removed: 8/8/2023] [added: 1/24/2025] | | | | | |

| 10.16* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kari A. [removed: Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a105cicagreementdurham.htm)] [added: Durham](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1016-cicseveranceag.htm)] | | | [removed: 10-Q] [added: 10-K/A] | | | 001-05560 | | | [removed: 10.5] [added: 10.16] | | | [removed: 8/8/2023] [added: 1/24/2025] | | | | | |

| 10.17* | | | [Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Reza [removed: Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412723000025/a106cicagreementkasnavi.htm)] [added: Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412725000006/exhibit1017-cicseveranceag.htm)] | | | [removed: 10-Q] [added: 10-K/A] | | | 001-05560 | | | [removed: 10.6] [added: 10.17] | | | [removed: 8/8/2023] [added: 1/24/2025] | | | | | |

| [removed: 10.18] [added: 10.20] | | | [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: 10.22] | | | [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: 10.23] | | | [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/4127/000000412724000131/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)] | | | | | | | | | | | | | | | X | | |

| 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)] | | | | | | | | | | | | | | | X | | |

| 31.1 | | | [Certification of the [removed: Company’s Chief Executive] [added: Company’s](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit311.htm) [Principal](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit311.htm) [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)] | | | | | | | | | | | | | | | X | | |

| 31.2 | | | [Certification of the [removed: Company’s Chief Financial] [added: Company’s](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit312.htm) [Principal](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit312.htm) [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)] | | | | | | | | | | | | | | | X | | |

| 32.1 | | | [Certification of the [removed: Company’s Chief Executive] [added: Company’s](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit321.htm) [Chief](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit321.htm) [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)] | | | | | | | | | | | | | | | X | | |

| 32.2 | | | [Certification of the [removed: Company’s Chief Financial] [added: Company’s](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit322.htm) [Chief](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/fy25exhibit322.htm) [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)] | | | | | | | | | | | | | | | X | | |

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

| Date: November [removed: 15, 2024] [added: 7, 2025] | | | SKYWORKS SOLUTIONS, INC. | | | | | |

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November [removed: 15, 2024.][added: 7, 2025.]

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

| (Principal Financial [added: and Accounting] Officer) | | | | | | /s/ Eric J. Guerin | | |

| [removed: /s/] Philip Carter | | | | | | Director | | |

| [added: /s/] Philip Carter | | | | | | [added: Kevin L. Beebe] | | |

| 10.18* | | | [Change in Control / Severance Agreement, dated February 17, 2025, between the Company and Philip Brace](https://www.sec.gov/Archives/edgar/data/4127/000000412725000040/exhibit103-cicseveranceagr.htm) | | | 10-Q | | | 001-05560 | | | 10.3 | | | 5/7/2025 | | | | | |

| 10.19* | | | [Change in Control / Severance Agreement, dated September 8, 2025, between the Company and Philip Carter](https://www.sec.gov/Archives/edgar/data/4127/000000412725000085/exhibit1019-cicseveranceag.htm) | | | | | | | | | | | | | | | X | | |

| 10.21 | | | [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 | | | | | |

| 10.24* | | | [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 | | | | | |

| 10.25* | | | [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 | | | | | |

| 10.26* | | | [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 | | | | | |

| 10.27* | | | [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 | | | | | |

| 10.28* | | | [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 | | | | | |

| 10.29* | | | [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) | | | | | | | | | | | | | | | X | | |

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

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

| /s/ Philip G. Brace | | | | | | /s/ Alan S. Batey | | |

| Philip G. Brace | | | | | | Alan S. Batey | | |

| | | | | | | Christine King | | |

| | | | | | | | | |

| | | | | | | Director | | |

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

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

| /s/ Liam K. Griffin | | | | | | /s/ Alan S. Batey | | |

| Liam K. Griffin | | | | | | Alan S. Batey | | |

| /s/ Kris Sennesael | | | | | | Kevin L. Beebe | | |

| Kris Sennesael | | | | | | Director | | |

| Vice President and Corporate Controller | | | | | | /s/ Christine King | | |