Skyworks Solutions, Inc. filed a preliminary prospectus supplement (Form 424B5) dated August 3, 2026, covering a proposed three-tranche senior unsecured notes offering intended in part to support its planned Acquisition of Qorvo, Inc.

Key Highlights

  • Three tranches: Skyworks is offering three separate series of senior notes, each with a distinct Maturity date, in aggregate principal amounts not yet finalized in this preliminary filing.
  • Change of control repurchase: Holders may require Skyworks to repurchase their notes at 101% of principal, plus accrued and unpaid interest, upon a change of control repurchase event.
  • Special mandatory Redemption : Two of the three note tranches are subject to special mandatory redemption if the Qorvo Merger does not close by 11:59 p.m. Pacific Time on November 3, 2027, or if the Merger Agreement is terminated.
  • Senior unsecured ranking: The notes will rank equally with Skyworks' other senior unsecured indebtedness and will be structurally subordinated to obligations of its subsidiaries.
  • Minimum denomination: The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.
  • No exchange listing: According to the filing, Skyworks does not intend to list the notes on any securities exchange or include them in any automated Quotation system.
  • Joint bookrunners: Goldman Sachs and Co. LLC, BofA Securities, J.P. Morgan, and Wells Fargo Securities are named as joint book-running managers for the offering.

Skyworks Launches Notes Offering to Fund Qorvo Merger and General Purposes

Skyworks Solutions, Inc. ( Nasdaq : SWKS), a Delaware corporation and designer of semiconductors used in wireless communications, filed a preliminary prospectus supplement on August 3, 2026, disclosing a three-tranche senior notes offering. The filing states that the notes will be the company's senior unsecured obligations, ranking equally in right of payment with its existing senior unsecured indebtedness. The notes will not be obligations of any Skyworks Subsidiary and will be effectively subordinated to any secured indebtedness to the extent of Assets securing that Debt . Interest on each series is payable semi-annually in arrears, with the first payment expected in 2027, according to the filing.

The offering is closely tied to Skyworks' proposed acquisition of Qorvo, Inc., pursuant to a Merger Agreement entered into on October 27, 2025. The filing describes a two-step merger structure: first, Comet Acquisition Corp. (Merger Sub I) will merge with and into Qorvo, with Qorvo surviving; then, immediately following, Qorvo will merge with and into Comet Acquisition II, LLC (Merger Sub II), which will become a Wholly Owned Subsidiary of Skyworks. Two of the three note tranches are specifically linked to this transaction and carry a special mandatory redemption feature triggered if the merger fails to close by the November 3, 2027 deadline or if the Merger Agreement is terminated. The third Tranche is not subject to any special mandatory redemption if the mergers are not completed, as stated in the filing.

The filing incorporates by reference Skyworks' Annual Report on Form 10-K for the fiscal year ended October 3, 2025, filed with the SEC on November 7, 2025, and directs prospective investors to risk factors beginning on page S-7 of the prospectus supplement and page 12 of that annual report. Delivery of notes is expected through The Depository Trust Company and its participants, including Euroclear Bank, S.A./N.V. and Clearstream Banking, in book-entry form. Specific coupon rates, maturity dates, and aggregate principal amounts for each tranche were not finalized in this preliminary filing. The prospectus supplement contains forward-looking statements that are the company's own and are subject to its cautionary language.

What Was Disclosed

Skyworks Solutions filed a preliminary 424B5 prospectus supplement on August 3, 2026, disclosing a proposed offering of three series of senior unsecured notes. Key terms include a 101% change of control repurchase right, special mandatory redemption provisions tied to the Qorvo merger, and semi-annual interest payments beginning in 2027.