QRVO 10-K & 10-Q changes, risk factors and insider trading

•We face risks of a loss of revenue if contracts with the U.S. government or D&Adefense and aerospace contractors are canceled or delayed or if defense spending is reduced.

•We may be unable to effectively execute on restructuring initiatives, which could result in total costs that are greater than expected and cause us not to achieve the expected long-term operational benefits.

•Changes in the favorable tax status of our non-U.S. subsidiaries in Costa Rica and Singapore would have an adverse impact on our operating results.

•our ability to successfully integrate into our business,business and realize the expected benefits of, ourof acquisitions and strategic investments;

Our operating results have beenbeen, and our future operating results could be adversely affected by one or more of the factors set forth above or other similar factors. If our future operating results or forecasts are below the expectations of stock market analysts or our investors, our stock price may decline.

•our ability to design products that meet our customers’ cost, sizesize, quality and performance requirements;

A substantial portion of our revenue comes from several large customers. Our future operating results will be affected by both the success of our largest customers and our success in diversifying our products and customer base. Collectively, our two largest end customers accounted for an aggregate of approximately 57%,59%, 58%57% and 49%58% of our revenue for fiscal years 2025,2026, 20242025 and 2023,2024, respectively. If demand for their products increases, they may increase the purchases of our products and our results may be favorably impacted, while if demand for their products decreases, they may reduce their purchases of, or stop purchasing our products and our operating results wouldwill suffer. Even if we achieve a design win, our customers can delay or cancel the release of a new device for any reason. Most of our customers can cease incorporating our products into their devices with little notice to us and with little or no penalty. The loss of a large customer or loss of share at a large customer, failure to add new customers to replace lost revenue, a shift in consumer demand to refurbished or secondhand devices, or a decline in consumers' rates of replacement of smartphones or other devices, could have a material adverse effect on our business, financial condition and results of operations.

We face risks of a loss of revenue if contracts with the U.S. government or D&Adefense and aerospace contractors are canceled or delayed or if defense spending is reduced.

We receive a portion of our revenue from the U.S. government and from prime contractors on U.S. government-sponsored programs, principally for D&Adefense and aerospace applications. These programs are subject to delays or cancellation. Further, spending on D&Adefense and aerospace programs can vary significantly depending on funding from the U.S. government. We believe our government and D&Adefense and aerospace business has been negatively affected in the past by external factors such as sequestration and political pressure to reduce federal defense spending. Reductions in D&Adefense and aerospace funding or the loss of a significant D&Adefense and aerospace program or contract could have a material adverse effect on our operating results.

We purchase numerous component parts, substrates and silicon-based products from external suppliers. We also utilize third-partythird suppliersparties for numerous services, including die processing, wafer bumping, assembly, test and tape and reel. InOur recent efforts to consolidate our manufacturing footprint, including the third quarterdivestitures of fiscal 2024, we entered into a definitive agreement with Luxshare to divest our assembly and test operations in China.both InChina connectionand withCosta thisRica, transaction,as whichwell wasas completedthe sale of our North Carolina fabrication facility, have increased our reliance on Maythird 2, 2024, Luxshare is providing assembly and test services to us under a supply agreement.parties.

The use of external suppliers involves a number of risks, including the possibility of material disruptions in the supply of key components and the lack of control over delivery schedules, capacity constraints, manufacturing yields, product quality and cost increases. Furthermore, supply chain disruptions and labor market constraints have created heightened risk that external suppliers may be unable to meet their obligations to us. If we experience any significant difficulty in obtaining the materials or services used in the conduct of our business, these supply challenges may result in loss of share at our customers or limit our ability to fully satisfy customer demand.

As the semiconductor industry may experience supply constraints for certain items, from time to time, we enter into certain supply agreements to address short-term and long-term supply requirements. However, we may not be able to secure supply agreements to support customer demand. If we are unable to secure supply agreements or even with supply agreements, we are still subject to risks that a supplier will prioritize other customers' capacity demands or be unable to meet its supply commitments, achieve anticipated manufacturing yields, produce wafers or other components on a timely basis, or provide additional capacity beyond contractualits commitments sufficient to meet our supply needs. If so, we may experience delays in product launches or supply shortages for certain products, which could cause an unanticipated decline in our sales and damage our existing customer relationships and our ability to establish new customer relationships. In addition, if a supplier experiences financial difficulties or goes into bankruptcy, it could be difficult or impossible, or may require substantial time and expense, for us to recover any or all of our fees and deposits made as part of any supply agreement.

Although our key suppliers commit to us to be compliant with applicable ISO 9001 and/or TS-16949IATF 16949 quality standards, we have experienced quality and reliability issues with suppliers in the past. Quality or reliability issues in our supply chain could negatively affect our products, our reputation and our results of operations.

We operate wafer fabrication facilities in North Carolina, Oregon and Texas. We use several international and domestic assembly suppliers, as well as internal assembly facilities in Costa Rica, Germany and the U.S., to assemble and test our products. We currently have our own test and tape and reel facilities located in Costa Rica and the U.S., and we also utilize contract suppliers and partners in Asia. InDuring fiscal 2026, we completed the fourth quarter of fiscal 2025, we announced our intention to wind down our operations in Costa Rica, which is expected to be completed in early calendar year 2026, and we plan to further leverage the scale, capabilities and cost effectivenesssale of our outsourcedNorth partners.Carolina fabrication facility and are operating under a short-term supply agreement with the buyer until we complete the transfer of SAW filter production to our Texas facility.

Our worldwide operations and business could be, and in some cases have been, disrupted by natural disasters, industrial accidents, cybersecurity incidents, telecommunications failures, power or water shortages, extreme weather conditions, public health issues (including pandemics such as COVID-19), terrorist attacks, political and/or civil unrest, acts of war or other military actions, political or regulatory issues and other man-made disasters or catastrophic events. Global climate change could result in certain natural disasters, such as drought, wildfires, storms and flooding, occurring more frequently or with greater intensity. We carry commercial property damage and business interruption insurance against various risks, with limits we deem adequate, for reimbursement for damage to our fixed assets and resulting disruption of our operations. However, the occurrence of any of these business disruptions could harm our business and result in significant losses, a decline in revenue and an increase in our costs and expenses. Any disruptions from these events could require substantial expenditures and recovery time to fully resume operations and could also have a material adverse effect on our operations and financial results to the extent that losses are uninsured or exceed insurance recoveries, and to the extent that such disruptions adversely impact our relationships with our customers. Furthermore, even if our own operations are unaffected or recover quickly, if our customers or suppliers cannot timely resume their own operations due to a business disruption, natural disaster or catastrophic event, customers may reduce or cancel their orders and suppliers may delay manufacturing and delivery of our products, which may adversely affect our results of operations.

InFrom fiscaltime 2022,to amidst industry-wide supply constraints,time, we enteredenter into a long-term capacity reservation agreementagreements with a foundry supplier to purchase a certain numbersuppliers ofwhich silicon wafers for each year over a term of five years. In periods subsequent to fiscal 2022, we experienced unexpectedly weakened demand for 5G handsets in China and EMEA resulting, in part, from measures taken in China to control the COVID-19 pandemic, and the war in Ukraine. As a result, therequire minimum purchase commitmentscommitments. inIf the agreementpurchase exceededcommitments exceed our forecasted demand anddemand, we recordedmay totalincur charges of $181.0 million to "Cost of goods sold" over the course of fiscal 2023 based on the actual andor estimated purchase shortfalls. During fiscal 2024, the agreement was terminated effective December 31, 2023, and we are no longer obligated to order silicon wafers from the foundry supplier. Total charges of $38.4 million were recorded to "Cost of goods sold" in fiscal 2024, primarily due to a contract termination fee. Future circumstances may warrant us to enter into similar agreements, and to the extent management's estimates of anticipated future demand are incorrect, we may incur charges which would have a negative impact on our gross margin and other operating results.

Many of our existing and potential competitors have entrenched market positions, historical affiliations with OEMs, considerable internal manufacturing capacity, established IP rights and substantial technological capabilities. In addition, the increasing use of machine learning and AI to meet evolving industry requirements comes with inherent risks, including timely adoption and incorporation of these technologies into our business strategy to stay competitive. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively. The semiconductor industry has experienced increased industry consolidation over the last several years, a trend we expect to continue. Many of our existing and potential competitors may have greater financial, technical, manufacturing or marketing resources than we do. We cannot be sure that we will be able to compete successfully with our competitors.

A failure to achieve the expected benefits of an acquisition may adversely affect our operating results, and the carrying amount of certain assets, including goodwill and intangible assets, may not be recoverable. We have in the past recorded, and may in the future be required to record,record significant charges in our consolidated financial statements during the period in which any impairments are determined, negatively affecting our financial position and results of operations.

We may be unable to effectively execute on restructuring initiatives, which could result in total costs that are greater than expected and cause us not to achieve the expected long-term operational benefits.

We have from time to time implemented restructuring initiatives in the past and may continue to implement initiatives in the future that are aimed at reducing operating costs, streamlining our manufacturing footprint, and exiting certain product lines and businesses to focus on opportunities that align with our long-term strategy and profitability objectives. Because restructuring activities may involve changes to many aspects of our business, including but not limited to the location of our production facilities and personnel and the potential exit from certain product lines and businesses, our ability to successfully implement restructuring actions depends on a number of factors that we may not be able to predict. Risks associated with these actions include unexpected transition costs, disruption of our existing operations and productivity, diversion of management's attention, employee attrition beyond any planned changes in personnel and the inability to replace the loss of revenue associated with a divested business. In addition, European Works Councils and other governing bodies representing our foreign employees, may require us to incur additional, unplanned compensation expenses associated with restructuring activities. The failure to successfully and timely realize the anticipated benefits of these restructuring actions could have a material adverse effect on our profitability, financial condition or results of operations. In addition, even if we fully execute and implement these actions, there may be other unforeseeable and unintended consequences that could materially adversely impact our profitability and business, including unintended employee attrition, harm to our competitive position or inability to effectively scale our business in response to shifting demand. To the extent that we do not achieve the profitability enhancement or other anticipated benefits of restructuring initiatives, our results of operations may be materially adversely affected.

From time to time, we may be subject to warranty or product liability claims that could lead to significant expense. We may also be exposed to such claims as a result of any acquisition we may undertake in the future. Although we maintain reserves for reasonably estimable liabilities and purchase product liability insurance, we may elect to self-insure with respect to certain mattersmatters, and our reserves may be inadequate to cover the uninsured portion of such claims.

Product liability insurance is subject to significant deductibles, and such insurance may be unavailable or inadequate to protect against all claims. If one of our customers recalls a product containing one of our devices, we may incur significant costs and expenses, including replacement costs, direct and indirect product recall-related costs, diversion of technical and other resources and reputational harm. Our customer contracts typically contain warranty and indemnification provisions, and in certain cases may also contain liquidated damages provisions,provisions relating to product quality issues. The potential liabilities associated with such provisions are significant, and in some cases, including in agreements with some of our largest end customers, are potentially unlimited. Any such liabilities may greatly exceed any revenue we receive from sale of the relevant products. Costs, payments or damages incurred or paid by us in connection with warranty and product liability claims and product recalls could materially and adversely affect our financial condition and results of operations.

We are subject to taxation in China, Germany, Singapore, the U.S. and numerous other foreign jurisdictions. Our effective tax rate is subject to fluctuations and impacted by a number of factors, including the following:

Corporate tax reform, base-erosion efforts and increased tax transparency continue to be high priorities in many tax jurisdictions in which we have business operations. In 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the "TCJA"), which included a number of changes to U.S. tax laws that impacted us, including the one-time transition tax on certain unrepatriated earnings of foreign subsidiaries and the Global Intangible Low-Taxed Income ("GILTI") provisions, for which a 50% deduction is currently permitted subject to certain limitations. This deduction changes to 37.5% for tax years beginning after January 1, 2026. In addition, the TCJA requires the capitalization of research expenses previously deducted beginning in fiscal 2023, permitting the expenses to be deducted over a 5- or 15-year period. In August 2022, the U.S. enacted the Inflation Reduction Act ("IRA"), establishing a new book minimum tax of 15% on consolidated adjusted GAAP pre-tax earnings for corporations with average income in excess of $1 billion. In July 2025, the U.S. enacted the One Big Beautiful Bill Act (“OBBBA”), which permanently extends several tax provisions originally introduced under the 2017 Tax Cuts and Jobs Act and also repeals, modifies and introduces various other tax measures with varying effective dates. Certain OBBBA provisions became effective and were reflected in our fiscal 2026 results, while others will become effective in future periods. Due to the complex nature of these changes in U.S. tax law and their corresponding calculations and estimates, as well as the continued changes in legal interpretations and guidance issued under these laws, our final tax liability may differ from our initial income tax provisions.

In addition, other countries in which we operate have implemented legislation and other guidance to align their international tax rules with the Organization for Economic Co-operation and Development’s (the "OECD") Base Erosion and Profit Shifting recommendations and action plan, which aim to standardize and modernize global corporate tax policy, including changes to cross-border tax,taxation, transfer pricing documentation rules, nexus-based tax incentive practices, allocating greater taxing rights to countries where customers are located and establishing a minimum tax of 15% on global income.income The(commonly impactreferred ofto as the OECD's global minimum tax regime (or "Pillar Two"). Our effective tax rate in fiscal 2026 was materially impacted by Pillar Two. In January 2026, the OECD released additional Pillar Two guidance introducing a “side-by-side” system. Upon adoption by local legislatures, this system becomes effective for usyears inbeginning fiscalon 2025or withafter additionalJanuary components1, becoming2026 effective in fiscal 2026. We expect this legislationand will resultexclude inU.S. anheadquartered increasecompanies inand their subsidiaries from certain aspects of minimum taxation. However, to the extent enacted, the “side-by-side” system does not exempt our foreign subsidiaries from domestic minimum tax requirements. As more countries enact law or provide guidance related to these global minimum tax rules, our effective tax rate beginning in fiscal 2026, which could have a material adverse impact on our financial position, results of operations and cash flows.tax payments could be impacted.

We design, develop, manufacture and market our products toand solutions for leading U.S. and international OEMs and ODMs in three reportable operating segments: HPA, CSG and ACG. HPA is a leading global supplier of RF, analog mixed signal and power management solutions. CSG is a leading global supplier of connectivity and sensor solutions, with broad expertise spanning UWB, Matter, BLE, Zigbee, Thread, Wi-Fi,Wi-Fi and cellular solutions for the IoT and MEMS-based sensors.IoT. ACG is a leading global supplier of advanced cellular solutions for smartphones, wearables, laptops, tablets and other devices.

•OperatingNet income per diluted share was $95.5$3.62 million infor fiscal 2025,2026, compared to $91.7net millionincome inper diluted share of $0.58 for fiscal 2024.2025.

•We repurchased approximately6.6 million shares of our common stock for $536.7 million in fiscal 2026, compared to repurchases of 4.0 million shares of our common stock for approximately $358.8 million.million in fiscal 2025.

The table below presents a summary of our results of operations for fiscal years 20252026 and 20242025 along with a year-over-year comparison. Refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended March 30,29, 2024,2025, filed with the SEC on May 20,19, 2024,2025, which is incorporated by reference herein, for a summary of our results of operations for the fiscal year ended AprilMarch 1,30, 20232024 along with a year-over-year comparison between fiscal years 20242025 and 2023.2024.

The decrease in consolidated revenue resulted from a $152.8 million decrease in ACG revenue and increasesdecreases in revenue of $64.3$58.0 million and $38.0$50.9 million in HPAACG and CSG, respectively, and an increase in revenue of $68.4 million in HPA, which are further discussed in our Operating Segments results below.

We provide products to our largest end customer (Apple) through sales to multiple contract manufacturers, which in the aggregate accounted for approximately 47%50% and 46%47% of total revenue in fiscal years 20252026 and 2024,2025, respectively. Samsung accounted for approximately 10% and 12% of total revenue in both fiscal years 20252026 and 2024, respectively.2025. These customers primarily purchase RF solutions for a variety of mobile devices.

The increasedecrease in selling, generalresearch and administrativedevelopment expense was driven by a $15.2$19.9 million increasedecrease in employee-relatedproduct development costs (includingrelated salariesto andmass-market benefitsAndroid and stock-based compensation expense).smartphones.

The increase in HPA operating income was driven by higherfavorable revenuebusiness mix, improved product costs, lower inventory charges and improvedhigher factoryrevenue. utilization,In partiallyaddition, offsetfiscal by2025 includes an increase in operating expensesloss of $28.6$15.3 million, resultingmillion from the acquisition of Anokiwave and higher salaries and benefits primarily associated with investments in our D&A andSiC power managementdevice businesses.business.

The $38.0 million increasedecrease in CSG revenue was attributable primarily to a $45.1$48.7 million increasedecrease in revenue for our Wi-Fi components,components and UWB solutions, automotive connectivity and sensing products, reflecting new product releases and improved channel inventory levels. These revenue increases were partially offsetdriven by aour $7.1decision millionto decreasestrategically in revenue fromnarrow our biotechnologyfocus business,on whicha washigher soldmargin in fiscal 2024.portfolio.

The decreaseincrease in ACG operating income was driven by lowerfavorable revenue,product anmix increaseand a decrease in operating expenses of $38.9$29.7 millionmillion, andpartially averageoffset selling-priceby erosion.the impact of lower revenue. The increasedecrease in operating expenses was drivenattributable byto researchreductions andin product development expenses, including salaries and benefits,costs related to developingmass-market newAndroid process technologies and expanding our product portfolio.smartphones.

During fiscal years 2025 and 2024,2026, we recorded interest expense primarily related to the 4.375% senior notes due 2029 (the "2029 Notes"), and the 3.375% senior notes due 2031 (the "2031 Notes"). During fiscal 2025, we recorded interest expense primarily related to the 2029 Notes, the 2031 Notes and the 1.750% Notes due 2024 Notes.(the "2024 Notes"). Interest expense for fiscal years 2026 and 2025 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement. Interest expense in the preceding table for fiscal years 20252026 and 20242025 is net of capitalized interest of $3.9$3.3 million and $2.9$3.9 million, respectively.

Income tax expense for fiscal 20252026 was $10.3$59.3 million, which was primarily comprised of tax expense related to international operations generating pre-tax book incomeincome, global minimum taxes in foreign jurisdictions and the impact of GILTI,Global Intangible Low-Taxed Income ("GILTI"), partially offset by a tax benefitbenefits related to domestic and international operations generating pre-tax book losses and domestic tax credits. During fiscal 2025,2026, we also incurredrecognized incremental tax expensebenefits associated with various restructuring initiatives. This resulted in anThe annual effective tax rate ofwas 15.6%14.9% for fiscal 2025.2026.

Income tax expense for fiscal 20242025 was $143.9$10.3 million, which was primarily comprised of tax expense related to international operations generating pre-tax book income and the impact of GILTI, partially offset by a tax benefit related to domestic and international operations generating pre-tax book losses and domestic tax credits. During fiscal 2024,2025, we also incurred incremental tax expense associated with the reversal of our permanent reinvestment assertion related to a fiscal 2024various restructuring initiative.initiatives. This resulted in anThe annual effective tax rate ofwas 195.6%15.6% for fiscal 2024.2025.

On November 2, 2022, we announced that our Board of Directors authorized a share repurchase program to repurchase up to $2.0 billion of our outstanding common stock, which included the remaining authorized dollar amount under a prior program terminated concurrent with the new authorization. Under this program, share repurchases are made in accordance with applicable securities laws on the open market or in privately negotiated transactions. The extent to which we repurchase our shares, the number of shares and the timing of any repurchases depends on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The program does not require us to repurchase a minimum number of shares, does not have a fixed term, and may be modified, suspended or terminated at any time without prior notice. Following the execution of the Merger Agreement in the third quarter of fiscal 2026, we suspended our share repurchase activity; however, in the fourth quarter of fiscal 2026, we resumed share repurchases in accordance with the terms of the Merger Agreement.

During fiscal years 2025,2026, 20242025 and 2023,2024, we repurchased approximately 4.06.6 million shares, 4.0 million shares and 8.74.0 million shares of our common stock, respectively, for approximately $358.8$536.7 million, $403.0$358.8 million and $862.2$403.0 million, respectively (including transaction costs and excise tax, as applicable) under the prior and current share repurchase programs.program. As of March 29,28, 2025,2026, approximately $948.7$416.2 million remains authorized for repurchases under the current share repurchase program.

Operating activities in fiscal 2025 generated cash of $622.2 million, compared to $833.2 million in fiscal 2024. This decrease inNet cash provided by operating activities was primarily$808.6 due to changesmillion in workingfiscal capital. The decrease was also2026, attributable to lowerthe profitabilityeffects whenof net income adjusted for non-cash items (which includes depreciation, intangible assets amortization, deferred income taxes, asset impairments, goodwill and intangible asset impairment, stock-based compensation expense and other non-cash items). and changes in working capital. The changes in working capital were driven by the decrease in inventories.

Net cash used in financing activities in fiscal 20252026 was $684.4$566.5 million, compared to net cash used in financing activities of $459.6$684.4 million in fiscal 2024.2025. During fiscal 2026, we repurchased stock for $532.6 million and we repurchased inventory in connection with a supply agreement for $11.7 million. During fiscal 2025, we repurchased stock for $356.3 million, we received net proceeds of $130.2 million from Luxshare for inventory (subject to repurchase) in connection with oura supply agreement (refer to Note 45 of the Notes to Consolidated Financial Statements for additional information), and we repaid $439.1 million of the principal amount of our 2024 Notes, which matured in December 2024. During fiscal 2024, we repurchased $58.3 million of the principal amount of our 2024 Notes.

This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, and are not historical facts and typically are identified by terms such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "forecast," "predict," "potential," "continue" and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management's current judgment and expectations as of the date the statement is first made, but our actual results, events and performance could differ materially from those expressed or implied by forward-looking statements. We caution you not to place undue reliance upon any such forward-looking statements. We do not intend to update any of these forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required under U.S. federal securities laws. Our business is subject to numerous risks and uncertainties, including those relating to fluctuations in our operating results on a quarterly and annual basis; our substantial dependence on developing new products and achieving design wins; our dependence on several large customers for a substantial portion of our revenue; a loss of revenue if defense and aerospace contracts are canceled or delayed; our dependence on third parties; risks related to sales through distributors; risks associated with the operation of our manufacturing facilities; business disruptions; poor manufacturing yields; increased inventory risks and costs, due to timing of customers' forecasts; our inability to effectively manage or maintain relationships with chipset suppliers; our ability to continue to innovate in a very competitive industry; underutilization of manufacturing facilities; unfavorable changes in interest rates, pricing of certain precious metals, utility rates and foreign currency exchange rates; our acquisitions, divestitures and other strategic investments failing to achieve financial or strategic objectives; our ability to effectively execute on restructuring initiatives; our ability to attract, retain and motivate key employees; warranty claims, product recalls and product liability; changes in our effective tax rate; enactment of international or domestic tax legislation, or changes in regulatory guidance; changes in the favorable tax status of certain of our subsidiaries; risks associated with social, environmental, health and safety regulations, and climate change; risks from international sales and operations; economic regulation in China; changes in government trade policies, including imposition of tariffs and export restrictions; we may not be able to generate sufficient cash to service all of our debt; restrictions imposed by the agreements governing our debt; our reliance on our intellectual property portfolio; claims of infringement of third-party intellectual property rights; security breaches, failed system upgrades or regular maintenance and other similar disruptions to our IT systems; theft, loss or misuse of personal data by or about our employees, customers or third parties; open-source software risks, including risks related to licensing and security; compliance with evolving data privacy and cybersecurity laws and regulations; provisions in our governing documents and Delaware law may discourage takeovers and business combinations that our stockholders might consider to be in their best interests; negative impacts from activist stockholders; volatility in the price of our common stock; risks and uncertainties relating to the Mergers, including the occurrence of any event, change or other circumstance that could give rise to the right of us or Skyworks to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against us or Skyworks in connection with the Mergers; the possibility that the Mergers do not close when expected or at all because of required regulatory, stockholder,regulatory or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Mergers); that efforts to complete the Mergers may affect our business relationships with our existing and potential customers, suppliers, service providers and other business partners; that the expected synergies from the Mergers may not be fully realized or may take longer to realize than anticipated; any failure to promptly and effectively integrate the businesses of the Company and Skyworks; and that the Mergers may divert management’s attention and time from ongoing business operations and opportunities. These and other risks and uncertainties, which are described in more detail under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 29,28, 2025,2026, and Qorvo's subsequent reports and statements that we file with the SEC, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the consolidated results of operations and financial condition of Qorvo, Inc. and Subsidiaries (together, "we," "our," "ours," "us," the "Company" or "Qorvo"). MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and accompanying Notes to Condensed Consolidated Financial Statements.

We design, develop, manufacture and market our products to U.S. and international original equipment manufacturers and original design manufacturers in three reportable operating segments: High Performance Analog ("HPA"), Connectivity and Sensors Group ("CSG") and Advanced Cellular Group ("ACG"). Refer to Note 1110 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our reportable operating segments as of DecemberJune 27, 2025.2026.

HPA is a leading global supplier of radio frequency, analog mixed signal and power management solutions. HPA leverages a diverse portfolio of differentiated process technologies and products to serve customers in consumer, defense and aerospace, infrastructure, and industrial and enterprise, and mobileenterprise markets.

On October 27, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), the Company, Comet Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Skyworks (“Merger Sub I”), and Comet Acquisition II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Skyworks (“Merger Sub II”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Skyworks (the “Surviving Corporation”), and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II continuing as the surviving entity in the Second Merger and a wholly-owned subsidiary of Skyworks. Consummation of the Mergers is subject to the approval of the stockholders of each of the Company and Skyworks, required regulatory approvals, including certain antitrust and foreign investment approvals, and the satisfaction of other customary closing conditions. The special meeting of our stockholders to consider and vote on the Merger Agreement is scheduled for February 11, 2026. Stockholders of record as of December 23, 2025 are entitled to notice of, and to vote at, the special meeting. We currently anticipate the Mergers will be completed early in calendar year 2027. Refer to Note 3 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the transaction. The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on October 28, 2025.

THIRDFIRST QUARTER FISCAL 20262027 OVERVIEW

•Gross margin increased to 46.7%51.1% for the thirdfirst quarter of fiscal 20262027 as compared to 42.7%40.5% for the thirdfirst quarter of fiscal 2025,2026. The increase was primarily driven by our strategy within the ACG segment to reduce exposure to lower margin, mass-market Android smartphones,smartphones within the ACG segment, as well as favorableongoing efforts to optimize the business mix within theand HPAacross segment.our operating segments, specifically ACG and HPA.

•Operating income was $192.1$96.8 million for the thirdfirst quarter of fiscal 20262027 as compared to $53.0$30.1 million for the thirdfirst quarter of fiscal 2025.2026.

•Net income per diluted share was $1.75$0.96 for the thirdfirst quarter of fiscal 20262027 as compared to net income per diluted share of $0.43$0.27 for the thirdfirst quarter of fiscal 2025.2026.

•Net cash provided by operating activities was $265.4$139.5 million for the thirdfirst quarter of fiscal 20262027 as compared to $214.1$182.9 million for the thirdfirst quarter of fiscal 2025.2026.

•Capital expenditures were $28.5$24.1 million for the thirdfirst quarter of fiscal 20262027 as compared to $37.8$37.5 million for the thirdfirst quarter of fiscal 2025.2026.

The increasedecrease in consolidated revenue resulted from increasesdecreases in revenue of $53.5$94.7 million and $10.1$8.3 million in HPAACG and ACG,CSG, respectively, and aan decreaseincrease in revenue of $42.9$69.0 million in CSG,HPA, which are further discussed in our Operating Segments results below.

The increase in gross margin was primarily driven by our strategy within the ACG segment to reduce exposure to lower margin, mass-market Android smartphones,smartphones within the ACG segment, as well as favorableongoing efforts to optimize the business mix within theand HPAacross segment.our Inoperating addition,segments, grossspecifically marginACG increasedand due to improved product costs as a result of continued factory consolidations.HPA.

Other operating expense for the ninethree months ended DecemberJune 27, 20252026 includes merger-related costs of $14.9 million, restructuring-related charges of $40.8$11.7 million,million merger-related costs of $15.4 million,and deferred compensation expense of $12.2 million, start-up costs of $11.4 million associated with the transfer of our surface acoustic wave filter production from North Carolina to Texas and a gain on the sale of the MEMS-based sensing solutions business of $19.2$9.9 million. Other operating expense for the ninethree months ended DecemberJune 28, 20242025 includes restructuring-related charges of $83.1 million, expenses associated with a multiyear project to upgrade our core business systems of $14.8 million (prior to the cancellation of certain projects in the third quarter of fiscal 2025) and deferred compensation expense of $5.5 million and restructuring-related charges of $4.2 million. Refer to Notes 32 and 109 of the Notes to Condensed Consolidated Financial Statements for additional information on merger-related costs and restructuring-related charges, respectively.

The $19.2$69.0 million increase in HPA revenue was primarily attributable to a $28.7$57.9 million increase in revenue from our defense and aerospace, and infrastructure businesses. These revenue increases were driven by higher demand for our base station products, increased content and programs in defense and aerospace andaerospace, the industry's ongoing transition to broadband DOCSIS (Data Over Cable Service Interface Specification) 4.0.4.0 Additionally,and HPAhigher resultsdemand for the three months ended December 28, 2024 included $8.6 million in revenue from our SiCbase powerstation device business (which was sold in January 2025).products.

The $42.9$8.3 million decrease in CSG revenue was primarily attributable primarily to a $35.8 million decrease in revenue for our Wi-Fi components duerevenue, driven by our decision to thestrategically timingnarrow ofour newfocus producton releases.a higher margin portfolio.

The $55.7$94.7 million increasedecrease in ACG revenue representswas andriven increase in revenue attributable to increased content in flagship and premium tiers of smartphones and a decrease in revenue from our products inby the Android ecosystem. This is consistent with our decision to strategically reduce our exposure in mass-market Android smartphones and narrow our focus to thehigher flagshipvalue and premium tiers of smartphones.placements.

The increase in ACG operating income was driven by higher revenue and favorable product mix.mix, partially offset by the impact of lower revenue.

Refer to Note 1110 of the Notes to Condensed Consolidated Financial Statements for a reconciliation of reportable segment operating income (loss) to consolidated operating income for the three and nine months ended DecemberJune 27, 20252026 and DecemberJune 28, 2024.2025.

During the three and nine months ended DecemberJune 27, 2026 and June 28, 2025, we recorded interest expense primarily related to our 4.375% senior notes due 2029 (the "2029 Notes") and our 3.375% senior notes due 2031 (the "2031 Notes" and together with the 2029 Notes, the "Notes"). During the three and nine months ended December 28, 2024, we recorded interest expense primarily related to our 1.750% senior notes due 2024 (the "2024 Notes") and our Notes. Refer to Note 65 of the Notes to Condensed Consolidated Financial Statements for additional information. Interest expense for the three and nine months ended DecemberJune 27, 20252026 and DecemberJune 28, 20242025 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement.

During the three months ended DecemberJune 28,27, 2024,2026, we recorded interest income of $11.7$10.4 million and net gains of $3.3$8.9 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments. During the nine months ended December 28, 2024, we recorded interest income of $37.9 million and net gains of $3.9 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments.

During the three and nine months ended DecemberJune 27, 2025,2026, we recorded income tax expense of $25.7 million and $67.3$14.7 million, respectively, comprised primarily of tax expense related to international operations generating pre-tax book income, global minimum taxes in foreign jurisdictions,jurisdictions and the impact of Net Controlled Foreign Corporation Tested Income (formerly Global Intangible Low-Taxed Income ("GILTI") and discrete tax items,), partially offset by tax benefits related to domestic and international operations generating pre-tax book losses andlosses, domestic tax credits.credits Theand discrete tax benefit for the three months ended December 27, 2025 primarily relate to the tax effects of merger-related costs (refer to Note 3 of the Notes to Condensed Consolidated Financial Statements for additional information). The discrete tax expense for the nine months ended December 27, 2025 was primarily due to net discrete tax charges associated with restructuring activities initiated in fiscal 2026 (refer to Note 10 of the Notes to Condensed Consolidated Financial Statements for additional information), partially offset by the tax effects of merger-related costs.items.

During the three and nine months ended DecemberJune 28, 2024,2025, we recorded income tax expense of $7.6 million and $26.4$6.1 million, respectively, comprised primarily of tax expense related to international operations generating pre-tax book incomeincome, global minimum taxes in foreign jurisdictions and the impact of GILTI, partially offset by tax benefits related to domestic and international operations generating pre-tax book losses,losses and domestic tax credits and discrete tax items. The discrete tax benefit for the three and nine months ended December 28, 2024 primarily related to the tax impacts of restructuring activities initiated in fiscal 2025 (refer to Note 10 of the Notes to Condensed Consolidated Financial Statements for additional information). For the nine months ended December 28, 2024, this tax benefit was offset by the discrete tax effects of the sale of our assembly and test operations in China.credits.

Cash generated by operations is our primary source of liquidity. As of DecemberJune 27, 2025,2026, we had working capital of approximately $1,807.4$1,749.0 million, including $1,318.5$1,328.9 million in cash and cash equivalents, compared to working capital of approximately $1,384.1$1,593.6 million, including $1,021.2$1,219.0 million in cash and cash equivalents as of March 29,28, 2025.2026.

Our $1,318.5$1,328.9 million of total cash and cash equivalents as of DecemberJune 27, 2025,2026, includes approximately $1,134.4$1,133.8 million held by our foreign subsidiaries, of which $949.8$914.3 million is held by Qorvo International Pte. Ltd. in Singapore. If the undistributed earnings of our foreign subsidiaries are needed in the U.S., we may be required to pay state income and/or foreign local withholding taxes to repatriate these earnings.

The Merger Agreement contains certain termination rights for each of Skyworks and Qorvo. 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 Skyworks 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, Skyworks will be required to pay Qorvo a termination fee of $100.0 million, as more fully described in the Merger Agreement. Should the Qorvo stockholders fail to approve the Mergers, Qorvo will be required to reimburse Skyworks for their third-party costs related to the Mergers, net of tax, up to $45.0 million. Should the Skyworks stockholders fail to approve the Mergers, Skyworks will be required to reimburse Qorvo for their third-party costs related to the Mergers, net of tax, up to $45.0 million.

Net cash provided by operating activities was $532.4$139.5 million for the ninethree months ended DecemberJune 27, 2025,2026, attributable to the effects of net income adjusted for non-cash items (which includes depreciation, amortization of intangible assets, deferred income taxes, stock-based compensation expense and other non-cash items), partially offset by changes in working capital. The changes in working capital were driven by the increase in accounts receivable,inventories, primarily resulting from the timing of both customer device launches and large defense programs.launches.