Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this Annual Report on Form 10-K. In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ substantially and adversely from those referred to herein due to a number of factors, including, but not limited to, those described below and in Item 1A “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

OVERVIEW

We, together with our consolidated subsidiaries, are a U.S.-based global leader in high-performance radio frequency (“RF”), power management, and analog and mixed-signal semiconductor products and solutions, serving mobile and a broad range of diversified markets, including physical AI and connected edge, defense and aerospace, data center and networking, and automotive.

Completed Combination With Qorvo

On October 5, 2026, we completed the acquisition of Qorvo, Inc. (“Qorvo”), pursuant to two merger transactions involving cash-and-stock consideration (the “Mergers”). Pursuant to the Agreement and Plan of Merger dated October 27, 2025 (the “Merger Agreement”), Qorvo became a wholly owned subsidiary of Skyworks.

Under the terms of the Merger Agreement, at the effective time of the transaction, each share of Qorvo common stock issued and outstanding immediately prior to the effective time, subject to certain exceptions set forth in the Merger Agreement, was converted into the right to receive 0.960 of a share of Skyworks common stock and $32.50 per share in cash, without interest and subject to applicable withholding taxes. Qorvo stockholders received approximately $2.9 billion in cash and 85.3 million shares of Skyworks common stock in the aggregate.

We funded the cash portion of the Mergers with the net proceeds from the issuance of an aggregate of $2,000.0 million in senior notes, comprised of $800.0 million of 5.00% Senior Notes due 2028 (the “2028 Notes”), $600.0 million of 5.75% Senior Notes due 2032 (the “2032 Notes”), and $600.0 million of 6.25% Senior Notes due 2036 (the “2036 Notes”), that we issued on August 10, 2026, as well as cash on hand and funds from our revolver.

In connection with the completion of the Mergers, we also completed the previously announced exchange offers for $1,550.0 million of outstanding senior notes of Qorvo. Pursuant to the exchange offers, participating holders exchanged their Qorvo senior notes for newly issued senior notes of Skyworks having substantially similar terms. Refer to Note 17 to Item 8 of this Annual Report on Form 10-K for additional information related to the Mergers and exchanged notes.

For more information on risks related to the completed Mergers, see Part I, Item 1A, Risk Factors, “Risks Related to Strategic Transactions and Indebtedness” of this Annual Report on Form 10-K. The discussions below related to our business and financial results for fiscal 2026 and prior periods do not include any impact from or information relating to the Mergers.

RESULTS OF OPERATIONS

Fiscal Years Ended October 2, 2026, October 3, 2025, and September 27, 2024

The following table sets forth the results of our operations expressed as a percentage of net revenue. See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended October 3, 2025, filed with the SEC on November 7, 2025, as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January 30, 2026 (the “2025 10-K”), for Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended September 27, 2024.

			Fiscal Years Ended
			October 2, 2026						October 3, 2025						September 27, 2024
Net revenue			100.0		%				100.0		%				100.0		%
Cost of goods sold			59.2						58.8						58.8
Gross profit			40.8						41.2						41.2
Operating expenses:
Research and development			21.1						19.2						15.1
Selling, general, and administrative			11.0						9.1						7.2
Amortization of intangibles			—						—						—
Restructuring, impairment, and other charges			3.1						0.6						3.6
Total operating expenses			35.2						28.9						25.9
Operating income			5.5						12.2						15.3
Interest expense			(1.0)						(0.7)						(0.7)
Other income, net			1.0						1.3						0.7
Income before income taxes			5.4						12.9						15.2
Provision for income taxes			1.1						1.2						1.0
Net income			4.3		%				11.7		%				14.3		%

General

During the fiscal year ended October 2, 2026, the following key factors contributed to our overall results of operations, financial position, and cash flows:

• Net revenue decreased 3.1% to $3,959.6 million in fiscal 2026, as compared to $4,086.9 million in fiscal 2025, driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our automotive, data center products, and Wi-Fi products.

• Our ending cash, cash equivalents, and marketable securities balance increased 87.7% to $2,606.1 million in fiscal 2026, as compared to $1,388.4 million in fiscal 2025. The increase in cash and cash equivalents during fiscal 2026 was primarily due to the borrowing of $800.0 million of the 2028 Notes, $600.0 million of the 2032 Notes, and $600.0 million of the 2036 Notes, which were used in fiscal 2027 to fund the cash portion of the Mergers, as well as cash generated from operations of $549.9 million, partially offset by repayments of debt of $500.0 million, dividend payments of $320.1 million, capital expenditures of $320.6 million, and share repurchases of $114.5 million.

Net Revenue

			Fiscal Years Ended
(dollars in millions)			October 2, 2026						Change						October 3, 2025						Change						September 27, 2024
Net revenue			$	3,959.6					(3.1)%						$	4,086.9					(2.2)%						$	4,178.0

We market and sell our products indirectly through electronic components distributors and directly to OEMs of communications and electronics products, third-party original design manufacturers, and contract manufacturers. We generally experience seasonal peaks during our fourth and first fiscal quarters (which correspond to the second half of the calendar year), primarily as a result of increased worldwide production of consumer electronics in anticipation of holiday sales, whereas our second and third fiscal quarters are typically lower and in line with seasonal industry trends.

The decrease in net revenue in fiscal 2026, as compared to fiscal 2025, was driven primarily by a decrease in market share at a significant customer, partially offset by an increase in demand for our automotive, data center, and Wi-Fi products.

For information regarding net revenue by geographic region and customer concentration, see Note 14 to Item 8 of this Annual Report on Form 10-K.

Gross Profit

			Fiscal Years Ended
(dollars in millions)			October 2, 2026						Change						October 3, 2025						Change						September 27, 2024
Gross profit			$	1,614.9					(4.0)%						$	1,682.1					(2.2)%						$	1,720.8
% of net revenue			40.8		%										41.2		%										41.2		%

Gross profit represents net revenue less cost of goods sold. Our cost of goods sold consists primarily of purchased materials, labor, and overhead (including depreciation, share-based compensation expense, and amortization of acquisition intangibles) associated with product manufacturing. Erosion of average selling prices of established products is typical of the semiconductor industry. Consistent with trends in the industry, we anticipate that average selling prices for our established products will continue to decline over time. As part of our normal course of business, we intend to improve gross profit with efforts to increase unit volumes, improve manufacturing efficiencies, lower manufacturing costs of existing products, and by introducing new and higher value-added products.

The decrease in gross profit in fiscal 2026, as compared to fiscal 2025, was primarily the result of increases in input costs and unfavorable product mix, partially offset by higher unit volumes.

Research and Development

			Fiscal Years Ended
(dollars in millions)			October 2, 2026						Change						October 3, 2025						Change						September 27, 2024
Research and development			$	837.0					6.6%						$	785.5					24.3%						$	631.7
% of net revenue			21.1		%										19.2		%										15.1		%

Research and development expenses consist primarily of direct personnel costs including share-based compensation expense, costs for pre-production evaluation units and testing of new devices, non-production masks, engineering prototypes, and design tool costs.

The increase in research and development expenses in fiscal 2026, as compared to fiscal 2025, was primarily related to increases in headcount-related expenses, including share-based compensation, as a result of our increased investment in developing new technologies and products.

Selling, General, and Administrative

			Fiscal Years Ended
(dollars in millions)			October 2, 2026						Change						October 3, 2025						Change						September 27, 2024
Selling, general, and administrative			$	436.1					17.4%						$	371.5					23.5%						$	300.8
% of net revenue			11.0		%										9.1		%										7.2		%

Selling, general, and administrative expenses include legal and related costs, accounting, treasury, human resources, information systems, customer service, bad debt expense, sales commissions, share-based compensation expense, advertising, marketing, costs associated with business combinations completed or contemplated during the period, and other costs.

The increase in selling, general, and administrative expenses in fiscal 2026, as compared to fiscal 2025, was primarily related to increases in professional services costs related to the Qorvo transaction, partially offset by decreases in headcount-related expenses, including share-based compensation.

Restructuring, Impairment, and Other Charges

			Fiscal Years Ended
(dollars in millions)			October 2, 2026						Change						October 3, 2025						Change						September 27, 2024
Restructuring, impairment, and other charges			$	124.2					413.2%						$	24.2					(83.9)%						$	150.0
% of net revenue			3.1		%										0.6		%										3.6		%

Restructuring, impairment, and other charges in fiscal 2026 were primarily due to costs associated with facility consolidation and closure and impairment charges on other current assets and certain assets held for sale. The assets classified as held for sale as of October 2, 2026 were not material.

Restructuring, impairment, and other charges in fiscal 2025 were primarily due to charges incurred in connection with the transition of our former chief executive officer.

Interest Expense

			Fiscal Years Ended
(dollars in millions)			October 2, 2026						Change						October 3, 2025						Change						September 27, 2024
Interest expense			$	41.3					52.4%						$	27.1					(11.7)%						$	30.7
% of net revenue			1.0		%										0.7		%										0.7		%

The increase in interest expense in fiscal 2026, as compared to fiscal 2025, was due to the issuance of the 2028 Notes, the 2032 Notes, and the 2036 Notes in August 2026. Interest expense is estimated to increase in fiscal 2027 as our average borrowings outstanding are expected to be higher than in fiscal 2026.

Other Income, Net

			Fiscal Years Ended
(dollars in millions)			October 2, 2026						Change						October 3, 2025						Change						September 27, 2024
Other income, net			$	38.3					(28.8)%						$	53.8					81.1%						$	29.7
% of net revenue			1.0		%										1.3		%										0.7		%

The decrease in other income, net in fiscal 2026, as compared to fiscal 2025, was primarily due to a decrease in interest income generated from cash, cash equivalents, and marketable securities.

Provision for Income Taxes

			Fiscal Years Ended
(dollars in millions)			October 2, 2026						Change						October 3, 2025						Change						September 27, 2024
Provision for income taxes			$	41.6					(16.1)%						$	49.6					22.8%						$	40.4
% of net revenue			1.1		%										1.2		%										1.0		%

We recorded a provision for income taxes of $41.6 million (which consisted of a benefit of $43.9 million and $0.1 million related to United States federal and state income taxes, respectively, and a provision of $85.6 million related to foreign income taxes) and $49.6 million (which consisted of a benefit of $35.5 million and a provision of $0.1 million related to United States federal and state income taxes, respectively, and a provision of $85.0 million related to foreign income taxes) in fiscal 2026 and fiscal 2025, respectively.

The decrease in income tax expense in fiscal 2026, as compared to fiscal 2025, was primarily due to lower taxes, driven by the decrease in earnings, partially offset by an increase in share-based compensation shortfalls, uncertain tax positions, transaction costs related to the transaction with Qorvo, and a lower foreign-derived intangible income deduction benefit.

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. Many countries have implemented laws based on Pillar Two, which became effective for us beginning in fiscal 2025. In January 2026, the

OECD Inclusive Framework on BEPS released significant administrative guidance including the side-by-side safe harbor package that will apply to U.S. multinational enterprise groups. The tax impact associated with Pillar Two was immaterial to the financial statements for fiscal 2026 and fiscal 2025. We continue to evaluate the impact of proposed and enacted legislative changes as new guidance becomes available.

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 2026. We continue to evaluate the impact of the OBBBA on our business for future periods.

See Note 8 to Item 8 of this Annual Report on Form 10-K for additional information regarding income taxes.

LIQUIDITY AND CAPITAL RESOURCES

			Fiscal Years Ended
(in millions)			October 2, 2026						October 3, 2025						September 27, 2024
Cash and cash equivalents at beginning of period			$	1,161.3					$	1,368.6					$	718.8
Net cash provided by operating activities			549.9						1,300.8						1,824.7
Net cash used in investing activities			(134.3)						(234.0)						(355.9)
Net cash provided by (used in) financing activities			1,029.2						(1,274.1)						(819.0)
Cash and cash equivalents at end of period			$	2,606.1					$	1,161.3					$	1,368.6

Cash provided by operating activities:

Cash provided by operating activities consists of net income for the period adjusted for certain non-cash items and changes in certain operating assets and liabilities. The $750.9 million decrease in cash provided by operating activities for fiscal 2026, as compared to fiscal 2025, was primarily related to a decrease in cash inflows as a result of changes to working capital (net of cash) of $470.8 million, due primarily to inventory and lower net income.

Cash used in investing activities:

Cash used in investing activities consists primarily of cash paid to make capital expenditures, purchase marketable securities, and acquire intangible assets, partially offset by cash received related to the sale or maturity of marketable securities. The $99.7 million decrease in cash used in investing activities for fiscal 2026, as compared to fiscal 2025, was primarily related to a decrease of $585.8 million in purchases of marketable securities, partially offset by a decrease of $358.1 million in the sale or maturity of marketable securities and an increase of $125.6 million in capital expenditures.

Cash provided by financing activities:

Cash provided by financing activities consists primarily of proceeds and payments related to our long-term borrowings and cash transactions related to equity. The $2,303.3 million increase in cash provided by financing activities for fiscal 2026, as compared to fiscal 2025, was primarily related to an increase of $1,979.9 million in long-term debt issued, a decrease of $715.7 million in share repurchases, net of excise tax paid, and a decrease of $112.5 million in dividend payments, partially offset by an increase of $500.0 million for the repayment of debt.

Liquidity:

Cash, cash equivalents, and marketable securities totaled $2,606.1 million as of October 2, 2026, representing an increase of $1,217.7 million from October 3, 2025.

We have outstanding $800.0 million of 2028 Notes, $500.0 million of Notes due 2031 (the “2031 Notes”), $600.0 million of 2032 Notes, and $600.0 million of 2036 Notes. During fiscal 2026 and fiscal 2024, we repaid $500.0 million and $300.0 million of outstanding borrowings, respectively. We have a revolving credit agreement (as amended, the “Revolving Credit Agreement”) under which we may borrow up to $750.0 million for general corporate purposes and working capital. As of October 2, 2026, there were no borrowings outstanding under the revolving credit facility (the “Revolver”). The Revolving Credit Agreement expires on November 18, 2030.

In connection with the completion of the Mergers and subsequent to fiscal year-end, we used the proceeds from the 2028 Notes, the 2032 Notes, and the 2036 Notes to partially fund the cash consideration for the Mergers, with additional funding provided by our cash on hand and funds from our revolver. We also assumed $1,550.0 million of outstanding senior notes of Qorvo

through the issuance of new senior notes of the Company following the completion of the exchange offers and by the remaining outstanding indebtedness under outstanding senior notes of Qorvo following the completion of the exchange offers.

For a description of contractual obligations, such as taxes, leases, purchase commitments, and debt, see Note 8, Note 10, Note 11, Note 16, and Note 17 to Item 8 of this Annual Report on Form 10-K, respectively.

Based on our historical results of operations, we expect that our cash and cash equivalents on hand, the cash we expect to generate from operations, and funds from our Revolver, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from: research and development, capital expenditures, potential acquisitions, working capital, stock repurchases, outstanding commitments, and other liquidity requirements associated with existing operations. However, we cannot be certain that our cash and cash equivalents on hand, cash generated from operations, and funds from our Revolver will be available in the future to fund all of our capital and operating requirements. In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources. If we are unable to obtain sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and operations could be materially and adversely affected. For additional discussion regarding our stock repurchase program, refer to Note 9 to Item 8 of this Annual Report on Form 10-K.

Our invested cash balances primarily consist of highly liquid investments in money market funds that are available to meet near-term cash requirements.

CRITICAL ACCOUNTING ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments in applying our most critical accounting policies that can have a significant impact on the results we report in our financial statements. The SEC has defined critical accounting estimates as those that are both most important to the portrayal of our financial condition and results and which require our most difficult, complex, or subjective judgments or estimates. Based on this definition, our most critical accounting estimates include revenue recognition, which impacts the recording of net revenue; inventory valuation, which impacts the cost of goods sold and gross margin; and income taxes, which impacts the income tax provision. These policies and significant judgments involved are discussed further below. We have other significant accounting policies that do not generally require subjective estimates or judgments or would not have a material impact on our results of operations. Our significant accounting policies are described in Note 2 to Item 8 of this Annual Report on Form 10-K.

Revenue Recognition. We recognize revenue in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606 Revenue from Contracts with Customers net of estimated reserves*.* Our revenue reserves contain uncertainties because they require management to make assumptions and to apply judgment to estimate the value of future credits to customers for product returns, price protection, price adjustments, and stock rotation for products sold to certain electronic component distributors. We base these estimates on the expected value method considering all reasonably available information, including our historical experience and current expectations, and are reflected in the transaction price when sales are recorded. Changes in actual demand or market conditions could adversely or beneficially impact our reserve calculations.

Inventory Valuation*.* We value our inventory at the lower of cost or net realizable value. Reserves for excess and obsolete inventory are established on a quarterly basis and are based on a detailed analysis of aged material, salability of our inventory, market conditions, and product life cycles. Once reserves are established, write-downs of inventory are considered permanent adjustments to the cost basis of inventory. Our reserves contain uncertainties because the calculation requires management to make assumptions and to apply judgment regarding historical experience, market conditions, and technological obsolescence. Changes in actual demand or market conditions could adversely impact our reserve calculations.

Income Taxes. The application of tax laws and regulations to calculate our tax liabilities is subject to legal and factual interpretation, judgment, and uncertainty in a multitude of jurisdictions. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. We recognize potential liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest will be due. We record an amount as an estimate of probable additional income tax liability at the largest amount that we feel is more likely than not, based upon the technical merits of the position, to be sustained upon audit by the relevant tax authority.