Every material Form 8-K Qorvo has filed with the SEC since May 19, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Qorvo became a wholly owned subsidiary of Skyworks on October 5, 2026, when the mergers closed. Each outstanding Qorvo common share was converted into 0.960 Skyworks common shares plus $32.50 in cash, and Qorvo stock stopped trading on Nasdaq before the October 5 open, with delisting expected the same day. Qorvo also terminated its credit agreement with Bank of America, with no borrowings outstanding.
Each Qorvo common share converted into 0.960 Skyworks common shares plus $32.50 in cash, without interest
Trading of Qorvo common stock on Nasdaq halted before the open on October 5, 2026; Nasdaq expected to file Form 25 that day
Credit Agreement dated April 23, 2024 with Bank of America terminated at closing; no borrowings were outstanding
All members of Qorvo's board resigned at closing, and Qorvo intends to file Form 15 to end SEC reporting
Qorvo reported fiscal 2027 first-quarter revenue of $784.8 million, down 4.2% from a year earlier and 2.9% from the prior quarter, while GAAP diluted EPS rose to $0.96 from $0.27 and non-GAAP diluted EPS rose to $1.64 from $0.92. The company said it expects full-year fiscal 2027 non-GAAP diluted EPS above $7.00, but it has stopped holding conference calls and giving forward-looking guidance because of its pending transaction with Skyworks.
Revenue was $784.8 million, down from $818.8 million a year earlier and $808.3 million in the fourth quarter of fiscal 2026.
GAAP operating income was $96.8 million and non-GAAP operating income was $177.6 million; non-GAAP gross margin was 52.8%, up 8.8 percentage points year over year.
Management now expects full-year fiscal 2027 non-GAAP diluted EPS above $7.00 and non-GAAP gross margin above 50%.
Fiscal 2027 is a 53-week year, and the fiscal second quarter ending October 3, 2026 will include 14 weeks.
On June 11, 2026, Qorvo entered supplemental indentures for its 2029 and 2031 senior notes, after receiving the consents needed to eliminate substantially all restrictive covenants, certain affirmative covenants and certain events of default. The amendments take effect only at the closing of the Skyworks mergers or upon settlement of Skyworks' exchange offers, and they end if the mergers are not completed.
Skyworks is offering to exchange up to $850 million of Qorvo's 4.375% notes due 2029 and up to $700 million of its 3.375% notes due 2031 for new Skyworks notes.
Qorvo received the requisite consents for both series of notes as of June 11, 2026.
The supplemental indentures are binding now, but the amendments become operative only immediately before the Mergers or upon exchange settlement, depending on the amendment.
The amendments will cease to be operative if the Mergers are not consummated.
Qorvo's Compensation Committee approved fiscal 2027 performance-based restricted stock units for its named executive officers on June 4, 2026, tied to non-GAAP operating income, gross margin and revenue targets. A separate retention award went to Philip J. Chesley, tied to organic HPA revenue growth. The awards tie executive pay to company financial targets, which bears on how management is incentivized, though the filing reports no change in leadership.
Awards approved June 4, 2026; shares priced at $103.97, the Nasdaq closing price that day
Targets weighted 50% non-GAAP operating income, 25% gross margin, 25% revenue; officers may earn up to 200% of target
CEO Robert A. Bruggeworth's target is 33,183 shares for operating income, 16,591 each for gross margin and revenue
Chesley's retention award totals 9,618 RSUs plus 9,618 PBRSUs; performance objectives stay in place after the pending Skyworks merger closes
Qorvo reported fiscal 2026 fourth-quarter revenue of $808.3 million, down 7.0% from $869.5 million a year earlier and down 18.6% from $993.0 million in the prior quarter. Non-GAAP diluted EPS rose to $1.69 from $1.42, while GAAP diluted EPS was $0.32 versus $0.33 a year earlier. Because of the pending Skyworks transaction, Qorvo said it has discontinued conference calls and forward-looking guidance, although the CEO's quote restates expectations for fiscal 2027.
Revenue was $808.3 million, down from $869.5 million in the year-earlier quarter and $993.0 million in the prior quarter.
GAAP operating income was $31.5 million, including an $82.4 million goodwill and intangible asset impairment; non-GAAP operating income was $190.2 million.
Non-GAAP gross margin was 52.6%, up from 45.9% a year earlier; free cash flow was $255 million.
Qorvo repurchased $400 million of shares, about 5% of common stock outstanding versus the prior quarter, and ended the quarter with $1.2 billion in cash.
Qorvo reported fiscal 2026 third-quarter revenue of $993.0 million, up 8.4% from a year earlier but down from $1,058.5 million in the prior quarter. GAAP diluted EPS was $1.75, versus $0.43 a year earlier. The company expects March quarter revenue of about $800 million, which implies a steep sequential decline and is a key consideration for shareholders.
Q3 revenue of $993.0 million, up 8.4% year over year from $916.3 million and down from $1,058.5 million in fiscal Q2
GAAP diluted EPS of $1.75 versus $0.43 a year earlier; non-GAAP diluted EPS of $2.17 versus $1.61
March 2026 quarter outlook: revenue of about $800 million plus or minus $25 million, non-GAAP gross margin of 48% to 49%, non-GAAP diluted EPS of $1.20 plus or minus 15 cents
On November 22, 2025, Qorvo's Compensation Committee approved a retention bonus agreement for Chief Financial Officer Grant A. Brown, worth $986,226 in cash. The payment is tied to the planned merger with Skyworks Solutions and is designed to keep Mr. Brown employed through the deal. The filing does not change Qorvo's financial results, but it confirms that a key executive has a financial incentive to stay through closing.
Retention bonus totals $986,226 for CFO Grant A. Brown.
60% is payable at closing of the Skyworks merger; 40% is payable six months after closing.
Payments require continued employment, but are accelerated if Mr. Brown is terminated without cause or resigns for good reason before a payment date.
Full agreement will be filed as an exhibit to the Form 10-Q for the quarter ending December 27, 2025.
Qorvo reported fiscal 2026 second-quarter results for the quarter ended September 27, 2025, with GAAP revenue of $1.1 billion, up 1.1% from a year earlier, and GAAP diluted EPS of $1.28 versus a loss of $0.18 in the prior-year quarter. The company guided to December quarter revenue of about $985 million, plus or minus $50 million, and non-GAAP diluted EPS of $1.85, plus or minus 20 cents, which the filing presents as the outlook for shareholders to weigh.
GAAP revenue was $1,058.5 million, up $12.0 million, or 1.1%, from $1,046.5 million a year earlier
GAAP operating income was $157.7 million, versus $9.7 million a year earlier; non-GAAP operating income was $252.6 million
Non-GAAP diluted EPS was $2.22, versus $1.88 a year earlier; non-GAAP gross margin was 49.7%
December 2025 quarter outlook: revenue of about $985 million, plus or minus $50 million; non-GAAP gross margin of 47% to 49%
Qorvo signed a merger agreement on October 27, 2025, with Skyworks Solutions under which Qorvo becomes a wholly owned subsidiary of Skyworks. Each Qorvo share would convert into 0.960 Skyworks shares plus $32.50 in cash, and Qorvo shares would be delisted from Nasdaq at closing. The deal requires Qorvo and Skyworks shareholder approval and regulatory clearances, with closing expected in early calendar 2027.
Each Qorvo share converts into 0.960 Skyworks shares plus $32.50 in cash
Qorvo shareholders would own about 37% of the combined company; Skyworks shareholders about 63%
Phil Brace to be chief executive of the combined company; Robert Bruggeworth to be one of three Qorvo-designated directors on an 11-member board
Closing expected early calendar 2027; either party may terminate if the Mergers are not completed by April 27, 2027, subject to extensions
Qorvo released preliminary results for its fiscal 2026 second quarter ended September 27, 2025, with revenue of $1,058.5 million, non-GAAP diluted EPS of $2.22 and non-GAAP gross margin of 49.7%, all above the midpoints of its prior guidance. The same day, Qorvo said it signed a definitive agreement to combine with Skyworks Solutions in a cash-and-stock deal that values the combined enterprise at approximately $22 billion, which would materially change the company's future for shareholders. The quarterly results are preliminary, unaudited and subject to change, and final results are due November 3, 2025.
Preliminary revenue of $1,058.5 million, versus prior guidance of $1,025 million plus or minus $50 million.
Non-GAAP diluted EPS of $2.22 versus prior guidance of $2.00 plus or minus 25 cents; non-GAAP gross margin of 49.7% versus guidance of 48% to 50%.
GAAP diluted EPS of $1.28, GAAP gross margin of 47.0% and GAAP net income of $119.6 million.
Definitive agreement with Skyworks Solutions in a cash-and-stock transaction; combined enterprise value of approximately $22 billion as of the October 27, 2025 market close.
On August 14, 2025, Qorvo's Board approved enhanced change-in-control severance agreements for most named executive officers, excluding CEO Robert A. Bruggeworth, and adopted a new Executive Severance Plan. The changes followed a review with an independent compensation consultant to align terms with peer market practice.
Change-in-control cash severance multiple raised from 1x to 1.5x for most named executives; CFO Grant A. Brown's multiple unchanged
COBRA coverage period after a change-in-control termination extended from 12 to 18 months
Performance-based equity awards accelerated at the greater of target or actual performance, up from target only
Executive Severance Plan covers termination outside a change in control and requires a release of claims and compliance with restrictive covenants
At its August 13, 2025 annual meeting, Qorvo stockholders elected all ten director nominees, approved adding 3,240,000 shares to the Amended 2022 Stock Incentive Plan and 4,000,000 shares to the Amended 2007 Employee Stock Purchase Plan, and ratified Ernst & Young LLP as auditor for the fiscal year ending March 28, 2026. The increases expand the shares reserved for employee equity awards and stock purchases. Stockholders did not approve a shareholder proposal, and the advisory vote on executive compensation drew 30,466,498 votes against.
Annual meeting held August 13, 2025; all ten director nominees elected to one-year terms
Amended 2022 Stock Incentive Plan: reserve increased by 3,240,000 shares of common stock
Amended 2007 Employee Stock Purchase Plan: reserve increased by 4,000,000 shares of common stock
Advisory say-on-pay vote: 44,106,958 for, 30,466,498 against; shareholder proposal not approved (32,855,372 for, 41,715,004 against)
Qorvo reported fiscal 2026 first-quarter results ended June 28, 2025, with revenue of $818.8 million, down 7.7% from $886.7 million a year earlier, while non-GAAP diluted EPS rose to $0.92 from $0.87. GAAP diluted EPS was $0.27, up from $0.00. The company guided September-quarter revenue to approximately $1.025 billion, plus or minus $50 million, and non-GAAP diluted EPS to $2.00, plus or minus $0.25, which matters to shareholders because it signals a large expected sequential rebound.
Q1 fiscal 2026 revenue was $818.8 million, down from $869.5 million in Q4 fiscal 2025 and $886.7 million in Q1 fiscal 2025.
Non-GAAP gross margin was 44.0% and non-GAAP operating income was $108.2 million, compared with $98.1 million a year earlier.
GAAP net income was $25.6 million, or $0.27 per diluted share, compared with $0.4 million, or $0.00 per share, a year earlier.
September 2025 quarter outlook: revenue of approximately $1.025 billion (plus or minus $50 million), non-GAAP gross margin of 48% to 50%, and non-GAAP diluted EPS of $2.00 (plus or minus $0.25).
On May 15, 2025, Qorvo's Compensation Committee approved fiscal 2026 performance-based restricted stock units for each current named executive officer, priced at the $78.42 closing share price on that date. The awards pay out in shares only if set performance objectives and service conditions are met, so their value to executives depends on future results.
Awards approved May 15, 2025, valued at $78.42 per share, the Nasdaq closing price that day
About 75% of target grant value is tied to performance objectives such as design wins, AI tools, and cost savings; about 25% is tied to non-GAAP gross margin for fiscal 2026 through 2028
Officers may earn up to 200% of target shares; CEO Robert A. Bruggeworth's target is 61,974 performance objective units and 20,658 gross margin units
Qorvo's board on May 16, 2025 voted to expand the board from nine to ten directors and to nominate Peter Feld, Managing Member of Starboard Value LP, for election at the 2025 annual meeting. The board also recommended that stockholders vote for all nominees, including Feld, and Starboard has agreed to rescind its nomination notice.
Board size increases from nine to ten directors, with Feld named as a nominee in the 2025 proxy statement
Board recommends stockholders vote in favor of all director nominees, including Feld
Starboard Value has agreed to rescind its nomination notice, per the press release dated May 19, 2025
Feld's committee assignments have not yet been determined; he is expected to sign the company's standard indemnification agreement
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