UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended June 27, 2026
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from _____to _____
Commission File Number 001-36801
Qorvo, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 46-5288992 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 7628 Thorndike Road | |||||||||||
| Greensboro, | North Carolina | 27409-9421 | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(336) 664-1233
(Registrant's telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.0001 par value | QRVO | The Nasdaq Stock Market LLC | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | þ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
As of July 21, 2026, there were 88,221,633 shares of the registrant’s common stock outstanding.
QORVO, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page | |||||
Item 1. Financial Statements (Unaudited). | |||||
3
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| June 27, 2026 | March 28, 2026 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,328,943 | $ | 1,219,015 | |||||||
| Accounts receivable, net of allowance of $250 and $301 as of June 27, 2026 and March 28, 2026, respectively | 379,545 | 382,509 | |||||||||
| Inventories | 592,492 | 553,718 | |||||||||
| Prepaid expenses | 38,857 | 36,724 | |||||||||
| Other receivables | 16,384 | 16,172 | |||||||||
| Other current assets | 80,501 | 98,176 | |||||||||
| Total current assets | 2,436,722 | 2,306,314 | |||||||||
| Property and equipment, net of accumulated depreciation of $1,799,737 and $1,781,169 as of June 27, 2026 and March 28, 2026, respectively | 680,308 | 710,392 | |||||||||
| Goodwill | 2,353,226 | 2,353,226 | |||||||||
| Intangible assets, net | 106,286 | 121,506 | |||||||||
| Long-term investments | 14,759 | 16,295 | |||||||||
| Other non-current assets | 348,155 | 317,857 | |||||||||
| Total assets | $ | 5,939,456 | $ | 5,825,590 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 253,233 | $ | 242,870 | |||||||
| Accrued liabilities | 213,593 | 248,160 | |||||||||
| Other current liabilities | 220,861 | 221,727 | |||||||||
| Total current liabilities | 687,687 | 712,757 | |||||||||
| Long-term debt | 1,549,138 | 1,549,154 | |||||||||
| Other long-term liabilities | 230,706 | 219,380 | |||||||||
| Total liabilities | 2,467,531 | 2,481,291 | |||||||||
Commitments and contingent liabilities (Note 7) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding | — | — | |||||||||
| Common stock and additional paid-in capital, $0.0001 par value; 405,000 shares authorized; 88,218 and 87,741 shares issued and outstanding at June 27, 2026 and March 28, 2026, respectively | 3,344,678 | 3,301,450 | |||||||||
| Accumulated other comprehensive income | 2,657 | 4,061 | |||||||||
| Retained earnings | 124,590 | 38,788 | |||||||||
| Total stockholders’ equity | 3,471,925 | 3,344,299 | |||||||||
| Total liabilities and stockholders’ equity | $ | 5,939,456 | $ | 5,825,590 | |||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | |||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| Revenue | $ | 784,795 | $ | 818,778 | |||||||
| Cost of goods sold | 383,827 | 486,976 | |||||||||
| Gross profit | 400,968 | 331,802 | |||||||||
| Operating expenses: | |||||||||||
| Research and development | 172,427 | 179,244 | |||||||||
| Marketing and selling | 48,792 | 56,891 | |||||||||
| General and administrative | 41,337 | 50,998 | |||||||||
| Other operating expense | 41,642 | 14,583 | |||||||||
| Total operating expenses | 304,198 | 301,716 | |||||||||
| Operating income | 96,770 | 30,086 | |||||||||
| Interest expense | (15,852) | (18,787) | |||||||||
| Other income, net | 19,608 | 20,386 | |||||||||
| Income before income taxes | 100,526 | 31,685 | |||||||||
| Income tax expense | (14,724) | (6,091) | |||||||||
| Net income | $ | 85,802 | $ | 25,594 | |||||||
| Net income per share: | |||||||||||
| Basic | $ | 0.97 | $ | 0.28 | |||||||
| Diluted | $ | 0.96 | $ | 0.27 | |||||||
| Weighted-average shares of common stock outstanding: | |||||||||||
| Basic | 88,035 | 92,915 | |||||||||
| Diluted | 89,360 | 93,770 | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
| Three Months Ended | |||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| Net income | $ | 85,802 | $ | 25,594 | |||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||
| Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term investment nature | (1,386) | 11,375 | |||||||||
| Reclassification adjustments, net of tax: | |||||||||||
| Amortization of pension actuarial gain | (18) | (7) | |||||||||
| Other comprehensive (loss) income | (1,404) | 11,368 | |||||||||
| Total comprehensive income | $ | 84,398 | $ | 36,962 | |||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)
Common Stock and Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | |||||||||||||||||||||||||||
| Three Months Ended | Shares | Amount | Total | ||||||||||||||||||||||||||
| Balance, March 28, 2026 | 87,741 | $ | 3,301,450 | $ | 4,061 | $ | 38,788 | $ | 3,344,299 | ||||||||||||||||||||
| Net income | — | — | — | 85,802 | 85,802 | ||||||||||||||||||||||||
| Other comprehensive loss | — | — | (1,404) | — | (1,404) | ||||||||||||||||||||||||
| Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes | 208 | (10,272) | — | — | (10,272) | ||||||||||||||||||||||||
| Issuance of common stock in connection with employee stock purchase plan | 269 | 19,750 | — | — | 19,750 | ||||||||||||||||||||||||
| Stock-based compensation | — | 33,750 | — | — | 33,750 | ||||||||||||||||||||||||
| Balance, June 27, 2026 | 88,218 | $ | 3,344,678 | $ | 2,657 | $ | 124,590 | $ | 3,471,925 | ||||||||||||||||||||
| Balance, March 29, 2025 | 92,920 | $ | 3,431,308 | $ | (5,013) | $ | (33,983) | $ | 3,392,312 | ||||||||||||||||||||
| Net income | — | — | — | 25,594 | 25,594 | ||||||||||||||||||||||||
| Other comprehensive income | — | — | 11,368 | — | 11,368 | ||||||||||||||||||||||||
| Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes | 180 | (7,291) | — | — | (7,291) | ||||||||||||||||||||||||
| Issuance of common stock in connection with employee stock purchase plan | 400 | 21,299 | — | — | 21,299 | ||||||||||||||||||||||||
| Repurchase of common stock, including transaction costs and excise tax | (702) | (50,018) | — | — | (50,018) | ||||||||||||||||||||||||
| Stock-based compensation | — | 43,805 | — | — | 43,805 | ||||||||||||||||||||||||
| Balance, June 28, 2025 | 92,798 | $ | 3,439,103 | $ | 6,355 | $ | (8,389) | $ | 3,437,069 | ||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended | |||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 85,802 | $ | 25,594 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | 34,912 | 39,466 | |||||||||
| Amortization of intangible assets | 15,225 | 27,994 | |||||||||
| Deferred income taxes | (8,758) | (3,756) | |||||||||
| Stock-based compensation expense | 34,411 | 42,475 | |||||||||
| Other, net | 2,666 | (1,804) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | 2,941 | 58,205 | |||||||||
| Inventories | (39,000) | 4,725 | |||||||||
| Prepaid expenses and other assets | 15,538 | 2,389 | |||||||||
| Accounts payable and accrued liabilities | (13,007) | (2,881) | |||||||||
| Income taxes payable and receivable | 4,672 | (14,193) | |||||||||
| Other liabilities | 4,091 | 4,731 | |||||||||
| Net cash provided by operating activities | 139,493 | 182,945 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchase of property and equipment | (24,144) | (37,543) | |||||||||
| Other investing activities | 1,298 | 4,212 | |||||||||
| Net cash used in investing activities | (22,846) | (33,331) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repurchase of common stock, including transaction costs | — | (49,906) | |||||||||
| Proceeds from the issuance of common stock | 8,731 | 9,833 | |||||||||
| Tax withholding paid on behalf of employees for restricted stock units | (10,272) | (7,290) | |||||||||
| Net (payments) proceeds from purchase and sale of inventories subject to repurchase | (139) | 45,599 | |||||||||
| Other financing activities | (4,787) | (5,171) | |||||||||
| Net cash used in financing activities | (6,467) | (6,935) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (252) | 1,623 | |||||||||
| Net increase in cash and cash equivalents | 109,928 | 144,302 | |||||||||
| Cash and cash equivalents at the beginning of the period | 1,219,015 | 1,021,176 | |||||||||
| Cash and cash equivalents at the end of the period | $ | 1,328,943 | $ | 1,165,478 | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Capital expenditures included in liabilities | $ | 18,172 | $ | 54,666 | |||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
8
1. BASIS OF PRESENTATION AND SUPPLEMENTAL DISCLOSURES
The accompanying Condensed Consolidated Financial Statements of Qorvo, Inc. and Subsidiaries (together, the "Company" or "Qorvo") have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of these financial statements requires management to make estimates and assumptions, which could differ materially from actual results. In addition, certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). In the opinion of management, the financial statements include all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of the interim periods presented. These Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in Qorvo’s Annual Report on Form 10-K for the fiscal year ended March 28, 2026.
The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain prior period amounts have been reclassified to conform to the fiscal 2027 presentation.
The Company uses a 52- or 53-week fiscal year ending on the Saturday closest to March 31 of each year. Approximately every five to six years, the Company reports a 53-week fiscal year to align with the foregoing policy. Fiscal 2027 is a 53-week year and fiscal 2026 was a 52-week year; however, the first quarters of both fiscal years 2027 and 2026 included 13 weeks.
Supplemental Disclosures
Details of "Other operating expense" are as follows (in thousands):
| Three Months Ended | |||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
Merger-related costs (1) | $ | 14,885 | $ | 465 | |||||||
Restructuring-related charges (2) | 11,674 | 4,154 | |||||||||
| Deferred compensation expense | 9,897 | 5,534 | |||||||||
| Start-up costs | 3,734 | 3,674 | |||||||||
| Other, net | 1,452 | 756 | |||||||||
| Total | $ | 41,642 | $ | 14,583 | |||||||
(1) Refer to Note 2 for additional information.
(2) Refer to Note 9 for additional information.
2. PROPOSED MERGERS
On October 27, 2025, the Company 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.
At the effective time of the First Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.0001 per share (“Qorvo Common Stock”), outstanding immediately prior to the Effective Time (subject to certain exceptions, including shares of Qorvo Common Stock owned by stockholders of the Company who have not voted in favor of the adoption
9
QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive (i) 0.960 (the “Exchange Ratio”) shares of Skyworks common stock, without interest, and (ii) $32.50 in cash, without interest, subject to applicable withholding taxes. No fractional shares of Skyworks common stock will be issued in the Mergers, and the Company’s stockholders will receive cash in lieu of any fractional shares, as specified in the Merger Agreement.
If the Mergers are consummated, Qorvo Common Stock will be delisted from the Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934, as amended. The Exchange Ratio is expected to result in the Company’s equityholders and Skyworks equityholders owning approximately 37% and 63%, respectively, of the combined company on a pro forma basis following the closing of the transactions contemplated by the Merger Agreement.
The Merger Agreement contains certain termination rights for each of Skyworks and Qorvo. Under specified circumstances, 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.
On February 5, 2026, Qorvo and Skyworks each received a Request for Additional Information and Documentary Material (the “Second Request”) from the U.S. Federal Trade Commission (the “FTC”) in connection with the transaction. The Second Request was issued under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Qorvo and Skyworks have each substantially complied with the Second Request it received, unless the waiting period is voluntarily extended by the parties or terminated sooner by the FTC.
The stockholders of both Qorvo and Skyworks approved the Merger Agreement at each company's special meeting of stockholders on February 11, 2026.
On May 20, 2026, Skyworks commenced offers to exchange (the “Exchange Offers”) any and all outstanding 4.375% Senior Notes due 2029 issued by the Company (the “2029 Notes”) for up to $850.0 million aggregate principal amount of new 4.375% Senior Notes due 2029 issued by Skyworks and any and all outstanding 3.375% Senior Notes due 2031 issued by the Company (the “2031 Notes” and, together with the 2029 Notes, the “Notes”) for up to $700.0 million aggregate principal amount of new 3.375% Senior Notes due 2031 issued by Skyworks, pursuant to the terms and conditions set forth in Skyworks’ Registration Statement on Form S-4, filed with the SEC on May 20, 2026. The Exchange Offers will remain open until 5:00 p.m., New York City time, on September 1, 2026, unless extended at Skyworks’ sole discretion. The expiration date of the Exchange Offers is expected to be extended to occur on or about the closing of the Mergers.
In conjunction with the Exchange Offers, Skyworks, on behalf of the Company, solicited consents from holders of the Notes (the “Consents,” and together with the Exchange Offers, the “Exchange Offers and Consent Solicitations”) to adopt certain proposed amendments to the existing indentures to eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default (the “Proposed Amendments”). As of June 11, 2026, the Company received the requisite number of Consents to adopt the Proposed Amendments with respect to each series of the Notes and entered into supplemental indentures for both the 2029 Notes and the 2031 Notes (together, the “Supplemental Indentures”), by and among the Company, the guarantors party thereto and the trustee, giving effect to the Proposed Amendments.
The Proposed Amendments with respect to each series of the Notes will not become operative until (i) immediately prior to the closing of the transaction or (ii) immediately upon the settlement of the Exchange Offers for such series of the Notes, depending on the specific amendment, and will cease to be operative if the Mergers are not consummated.
The foregoing summary of the Merger Agreement, the Exchange Offers and Consent Solicitations and Supplemental Indentures 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 the Company's Current Report on Form 8-K filed with the SEC on October 28, 2025, Skyworks' Registration Statement on Form S-4 filed with the SEC on May 20, 2026 and the Supplemental Indentures filed as Exhibits 4.1 and 4.2 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2026.
10
QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Consummation of the Mergers is subject to required regulatory approvals, including certain antitrust and foreign investment approvals, and the satisfaction of other customary closing conditions. The Company is increasingly hopeful that the transaction will close within the calendar year, subject to satisfaction or waiver of all closing conditions, but there can be no assurances that the closing will occur on this timeline.
Merger-related costs for the three months ended June 27, 2026 were approximately $14.9 million, primarily related to legal and professional fees.
3. INVENTORIES
The components of inventories, net of reserves, are as follows (in thousands):
| June 27, 2026 | March 28, 2026 | ||||||||||
| Raw materials | $ | 160,078 | $ | 162,588 | |||||||
| Work in process | 315,626 | 265,250 | |||||||||
| Finished goods | 116,788 | 125,880 | |||||||||
| Total inventories | $ | 592,492 | $ | 553,718 | |||||||
4. INTANGIBLE ASSETS
The following table summarizes information regarding the gross carrying amounts and accumulated amortization of intangible assets (in thousands):
| June 27, 2026 | March 28, 2026 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||
| Developed technology | $ | 289,825 | $ | 206,473 | $ | 330,939 | $ | 239,563 | |||||||||||||||
| Technology licenses | 74,386 | 61,237 | 75,475 | 55,861 | |||||||||||||||||||
| Customer relationships | 26,900 | 17,261 | 39,900 | 29,588 | |||||||||||||||||||
| Trade names | 700 | 554 | 700 | 496 | |||||||||||||||||||
Total (1) | $ | 391,811 | $ | 285,525 | $ | 447,014 | $ | 325,508 | |||||||||||||||
(1) Amounts include the impact of foreign currency translation.
At the beginning of each fiscal year, the Company removes the gross asset and accumulated amortization amounts of intangible assets that have reached the end of their useful lives and have been fully amortized. Useful lives are estimated based on the expected economic benefit to be derived from the intangible assets. The gross carrying amounts and accumulated amortization of fully impaired intangible assets are written off at the time of impairment.
5. DEBT
The following table summarizes the Company's outstanding debt (in thousands):
| June 27, 2026 | March 28, 2026 | ||||||||||
| 4.375% senior notes due 2029 | $ | 850,000 | $ | 850,000 | |||||||
| 3.375% senior notes due 2031 | 700,000 | 700,000 | |||||||||
| Unamortized premium and issuance costs, net | (862) | (846) | |||||||||
| Total long-term debt | $ | 1,549,138 | $ | 1,549,154 | |||||||
Credit Agreement
On April 23, 2024, the Company entered into a five-year unsecured senior credit facility pursuant to a credit agreement with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of lenders (the "Credit Agreement"), which replaced the previous credit agreement dated as of September 29, 2020. The Credit Agreement
11
QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
provides for a $325.0 million senior revolving line of credit (the "Revolving Facility"). Up to $25.0 million of the Revolving Facility may be used for the issuance of standby letters of credit, and up to $10.0 million of the Revolving Facility may be used for swing line advances (i.e., short-term borrowings made available from the lead lender). The Company may request at any time that the Revolving Facility be increased by up to $325.0 million, subject to securing additional funding commitments from existing or new lenders. The Revolving Facility is available to finance working capital, capital expenditures and other lawful corporate purposes. The initial maturity date of the Revolving Facility is April 23, 2029, which may be extended by up to two years by exercising extension options provided in the Credit Agreement.
At the Company’s option, loans under the Credit Agreement bear interest at (i) the Applicable Rate (as defined in the Credit Agreement) plus Term SOFR (as defined in the Credit Agreement) or (ii) the Applicable Rate plus a rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A., or (c) Term SOFR plus 1.00% (the “Base Rate”). All swing line loans bear interest at a rate equal to the Applicable Rate plus the Base Rate. Term SOFR is the rate per annum equal to the forward-looking SOFR term rate for interest periods of one, three or six months, as selected by the Company, plus an adjustment of 0.10%. The Applicable Rate is determined by reference to a pricing grid based on the Consolidated Leverage Ratio (as defined in the Credit Agreement) or, at the option of the Company, the Debt Rating (as defined in the Credit Agreement). The Applicable Rate for Term SOFR loans ranges from 1.000% per annum to 1.750% per annum and the Applicable Rate for Base Rate loans ranges from 0.000% per annum to 0.750% per annum. Undrawn amounts under the Revolving Facility are subject to a commitment fee ranging from 0.125% to 0.275%. Interest for Term SOFR loans is payable at the end of each applicable interest period or at three-month intervals, if such interest period exceeds three months. Interest for Base Rate loans is payable quarterly in arrears. The Company pays a letter of credit fee equal to the Applicable Rate multiplied by the daily amount available to be drawn under any letter of credit, a fronting fee and any customary documentary and processing charges for any letter of credit issued under the Credit Agreement.
During the three months ended June 27, 2026, there were no borrowings under the Revolving Facility.
The Credit Agreement contains various conditions, covenants and representations with which the Company must be in compliance in order to borrow funds and to avoid an event of default. As of June 27, 2026, the Company was in compliance with these covenants.
Senior Notes due 2029
On September 30, 2019, the Company issued $350.0 million aggregate principal amount of its 4.375% senior notes due 2029 (the "Initial 2029 Notes"). On December 20, 2019, and June 11, 2020, the Company issued an additional $200.0 million and $300.0 million, respectively, aggregate principal amount of such notes (together, the "Additional 2029 Notes" and collectively with the Initial 2029 Notes, the "2029 Notes"). The 2029 Notes will mature on October 15, 2029, unless earlier redeemed in accordance with their terms. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by certain of the Company's U.S. subsidiaries (the "Guarantors").
The Initial 2029 Notes were issued pursuant to an indenture, dated as of September 30, 2019, by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee, and the Additional 2029 Notes were issued pursuant to supplemental indentures, dated as of December 20, 2019, and June 11, 2020 (such indenture and supplemental indentures, collectively, the "2019 Indenture"). The Company may redeem the 2029 Notes, in whole or in part, at the redemption prices specified in the 2019 Indenture, plus accrued and unpaid interest. The 2019 Indenture contains customary events of default, including payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The 2019 Indenture also contains customary negative covenants.
Interest is payable on the 2029 Notes on April 15 and October 15 of each year. The Company paid interest of $18.6 million on the 2029 Notes during both the three months ended June 27, 2026 and June 28, 2025.
Senior Notes due 2031
On September 29, 2020, the Company issued $700.0 million aggregate principal amount of its 3.375% senior notes due 2031 (the "2031 Notes"). The 2031 Notes will mature on April 1, 2031, unless earlier redeemed in accordance with their terms. The 2031 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by the Guarantors.
12
QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The 2031 Notes were issued pursuant to an indenture, dated as of September 29, 2020, by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee (the "2020 Indenture"). The Company may redeem the 2031 Notes, in whole or in part, at the redemption prices specified in the 2020 Indenture, plus accrued and unpaid interest. The 2020 Indenture contains substantially the same customary events of default and negative covenants as the 2019 Indenture.
Interest is payable on the 2031 Notes on April 1 and October 1 of each year. The Company paid interest of $11.8 million on the 2031 Notes during both the three months ended June 27, 2026 and June 28, 2025.
On May 20, 2026, Skyworks commenced the Exchange Offers for the 2029 Notes and the 2031 Notes. In conjunction with the Exchange Offers, Skyworks, on behalf of the Company, solicited consents from holders of the Notes to adopt certain proposed amendments to the existing indentures to eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default. As of June 11, 2026, the Company received the requisite number of consents to adopt the proposed amendments with respect to each series of the Notes and entered into supplemental indentures for both the 2029 Notes and the 2031 Notes. The proposed amendments with respect to each series of the Notes will not become operative until (i) immediately prior to the closing of the transaction or (ii) immediately upon the settlement of the Exchange Offers for such series of the Notes, depending on the specific amendment, and will cease to be operative if the Mergers are not consummated. As of June 27, 2026, the 2029 Notes and the 2031 Notes remained outstanding obligations of the Company. Upon settlement of the Exchange Offers (which remain open), any 2029 Notes and 2031 Notes tendered and accepted for exchange will be exchanged for the applicable Skyworks notes and the related obligations of the Company and the guarantors under the tendered Notes will cease.
Refer to Note 2 for additional information regarding the Exchange Offers and Consent Solicitations for the 2029 Notes and the 2031 Notes.
Fair Value of Debt
The Company's debt is carried at amortized cost and is measured at fair value quarterly for disclosure purposes. The estimated fair value of the 2029 Notes and the 2031 Notes as of June 27, 2026 was $820.3 million and $639.4 million, respectively (compared to the outstanding principal amount of $850.0 million and $700.0 million, respectively). The estimated fair value of the 2029 Notes and the 2031 Notes as of March 28, 2026 was $829.4 million and $629.5 million, respectively (compared to the outstanding principal amount of $850.0 million and $700.0 million, respectively). The Company considers the fair value of its debt to be Level 2 in the fair value hierarchy. Fair values are estimated based on quoted market prices for identical or similar instruments. The 2029 Notes and the 2031 Notes currently trade over-the-counter, and the fair values were estimated based upon the value of the last trade at the end of the period.
Interest Expense
During the three months ended June 27, 2026, the Company recognized $16.4 million of interest expense, primarily related to the 2029 Notes and the 2031 Notes, which was partially offset by interest capitalized to property and equipment of $0.6 million. During the three months ended June 28, 2025, the Company recognized $19.6 million of interest expense, primarily related to the 2029 Notes and the 2031 Notes, which was partially offset by interest capitalized to property and equipment of $0.8 million. Interest expense for the three months ended June 27, 2026 and June 28, 2025 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement.
6. STOCK REPURCHASES
On November 2, 2022, the Company announced that its Board of Directors authorized a share repurchase program to repurchase up to $2.0 billion of the Company's 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 the Company repurchases its 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 the Company 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. Shares withheld to satisfy tax
13
QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
withholding requirements related to the vesting of share-based awards are not considered issued or considered stock repurchases under the Company's stock repurchase program.
During the three months ended June 27, 2026, the Company did not repurchase any shares of its common stock. As of June 27, 2026, approximately $416.2 million remains authorized for repurchases under its share repurchase program.
During the three months ended June 28, 2025, the Company repurchased approximately 0.7 million shares of its common stock for approximately $50.0 million (including transaction costs and excise tax).
7. COMMITMENTS AND CONTINGENT LIABILITIES
Legal Matters
The Company is involved in various legal proceedings and claims that have arisen in the ordinary course of business that have not been fully adjudicated. The Company accrues a liability for legal contingencies when it believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates developments in its legal matters that could affect the amount of the previously accrued liability and records adjustments as appropriate. Although it is not possible to predict with certainty the outcome of the unresolved legal matters, it is the opinion of management that these matters will not, individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial position or results of operations. The Company believes the aggregate range of reasonably possible losses in excess of accrued liabilities, if any, associated with these unresolved legal matters is not material.
8. REVENUE
Revenue by geographic region (based on the location of the customers' headquarters) is summarized as follows (in thousands):
| Three Months Ended | |||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| United States | $ | 509,011 | $ | 425,260 | |||||||
| Taiwan | 92,537 | 96,926 | |||||||||
| Other Asia | 81,189 | 122,241 | |||||||||
| China | 77,012 | 155,895 | |||||||||
| Europe | 25,046 | 18,456 | |||||||||
| Total revenue | $ | 784,795 | $ | 818,778 | |||||||
The Company also disaggregates revenue by operating segments (refer to Note 10).
9. RESTRUCTURING
In the second quarter of fiscal 2026, the Company initiated actions to reduce operating expenses, streamline its manufacturing footprint and accelerate its focus on long-term profitability objectives (the "2026 Restructuring Initiatives"). As part of these actions, the Company decided to close its North Carolina fabrication facility and transfer surface acoustic wave ("SAW") filter production to its Texas fabrication facility. In the fourth quarter of fiscal 2026, the Company completed the sale of its North Carolina fabrication facility and is operating under a short-term supply agreement with the buyer until the Company completes the transfer of SAW filter production to its Texas facility. In addition, the Company consolidated the Connectivity and Sensors Group ("CSG") organizational structure as it continues to align total Company resources, improve efficiency and narrow its focus on a higher margin portfolio.
14
QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table summarizes the charges resulting from the 2026 Restructuring Initiatives (in thousands):
| Three Months Ended June 27, 2026 | |||||||||||||||||
| Cost of Goods Sold | Other Operating Expense | Total | |||||||||||||||
| Contract termination and other costs | $ | — | $ | 866 | $ | 866 | |||||||||||
| Asset impairment costs | — | 47 | 47 | ||||||||||||||
| One-time employee termination benefits | 250 | 11,025 | 11,275 | ||||||||||||||
| $ | 250 | $ | 11,938 | $ | 12,188 | ||||||||||||
As of June 27, 2026, the Company has recorded cumulative expenses of approximately $12.4 million for contract termination and other costs, $48.4 million for one-time employee termination benefits, $1.8 million for asset impairment costs as well as a $7.9 million gain on sale of facility as a result of the 2026 Restructuring Initiatives.
The Company does not expect to incur additional material charges associated with the 2026 Restructuring Initiatives.
The following table summarizes the liability activity related to the 2026 Restructuring Initiatives (in thousands):
| One-Time Employee Termination Benefits | Contract Termination and Other Costs | Total | |||||||||||||||
Accrued restructuring balance as of March 28, 2026 | $ | 19,856 | $ | 9,493 | $ | 29,349 | |||||||||||
| Costs incurred and charged to expense | 11,275 | 866 | 12,141 | ||||||||||||||
| Cash payments | (20,502) | (9,476) | (29,978) | ||||||||||||||
Accrued restructuring balance as of June 27, 2026 | $ | 10,629 | $ | 883 | $ | 11,512 | |||||||||||
The accrued restructuring balances as of June 27, 2026 represent estimated future cash payments required to satisfy the Company's remaining obligations, the majority of which are expected to be paid by the end of fiscal 2027.
10. OPERATING SEGMENT INFORMATION
The Company is organized into three operating and reportable segments that align technologies and applications with customers and end markets: High Performance Analog ("HPA"), Connectivity and Sensors Group ("CSG") and Advanced Cellular Group ("ACG").
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 markets.
CSG is a leading global supplier of connectivity solutions, with broad expertise spanning ultra-wideband, Matter®, Bluetooth® Low Energy, Zigbee®, Thread®, Wi-Fi® and cellular solutions for the Internet of Things to serve customers in automotive, consumer, industrial and enterprise, and mobile markets.
ACG is a leading global supplier of advanced cellular solutions for smartphones, wearables, laptops, tablets and other devices. ACG leverages world-class technology and systems-level expertise to deliver a broad portfolio of high-performance discrete and highly integrated cellular products.
The Company's three operating and reportable segments are based on the organizational structure and information reviewed by the Company's Chief Executive Officer, who is also the Company's chief operating decision maker (the "CODM"). The CODM primarily uses segment operating income (loss) to evaluate each segment's performance and allocate resources. This measure is utilized during the budgeting and forecasting process to assess profitability and enable decision making regarding strategic initiatives, capital investments and personnel across all operating segments. The Company’s manufacturing facilities service and provide benefit to all three operating segments, and the operating costs of the facilities are reflected in the cost of goods sold for each operating segment. The Company’s operating segments do not have intercompany revenue. The CODM does not evaluate operating segments using discrete asset information.
15
QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table presents details of the Company’s operating and reportable segments and a reconciliation of segment operating income (loss) to consolidated income before income taxes (in thousands):
| Three Months Ended | |||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| Revenue: | |||||||||||
| HPA | $ | 206,357 | $ | 137,395 | |||||||
| CSG | 101,869 | 110,153 | |||||||||
| ACG | 476,569 | 571,230 | |||||||||
| Total revenue | $ | 784,795 | $ | 818,778 | |||||||
| Segment expenses: | |||||||||||
| HPA | |||||||||||
| Cost of goods sold | $ | 71,269 | $ | 53,974 | |||||||
| Research and development | 39,839 | 37,868 | |||||||||
| Marketing and selling | 17,791 | 16,861 | |||||||||
| General and administrative | 7,499 | 7,110 | |||||||||
| Segment operating income | 69,959 | 21,582 | |||||||||
| CSG | |||||||||||
| Cost of goods sold | 57,808 | 59,933 | |||||||||
| Research and development | 23,302 | 32,685 | |||||||||
| Marketing and selling | 13,000 | 18,638 | |||||||||
| General and administrative | 4,765 | 6,430 | |||||||||
| Segment operating income (loss) | 2,994 | (7,533) | |||||||||
| ACG | |||||||||||
| Cost of goods sold | 241,450 | 344,882 | |||||||||
| Research and development | 95,694 | 94,507 | |||||||||
| Marketing and selling | 13,691 | 14,357 | |||||||||
| General and administrative | 17,182 | 19,550 | |||||||||
| Segment operating income | 108,552 | 97,934 | |||||||||
| Total segment operating income | $ | 181,505 | $ | 111,983 | |||||||
| Unallocated amounts: | |||||||||||
| Stock-based compensation expense | (34,411) | (42,475) | |||||||||
| Amortization of acquired intangible assets | (8,777) | (21,521) | |||||||||
Restructuring-related charges (1) | (11,521) | (7,879) | |||||||||
Merger-related costs (2) | (14,885) | (465) | |||||||||
Other (3) | (15,141) | (9,557) | |||||||||
| Consolidated operating income | 96,770 | 30,086 | |||||||||
| Interest expense | (15,852) | (18,787) | |||||||||
| Other income, net | 19,608 | 20,386 | |||||||||
| Income before income taxes | $ | 100,526 | $ | 31,685 | |||||||
(1) Refer to Note 9 for additional information.
(2) Refer to Note 2 for additional information.
(3) Includes deferred compensation expense; start-up costs; and certain settlements, gains, losses and other charges.
16
QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The unallocated amounts in the table above are not allocated to the Company's operating segments because they are not included in the segment operating performance measures evaluated by the Company’s CODM. Except as discussed above regarding the unallocated amounts, the Company's accounting policies for segment reporting are the same as for the Company as a whole.
11. INCOME TAXES
The Company’s income tax expense was $14.7 million and $6.1 million for the three months ended June 27, 2026 and June 28, 2025, respectively. The Company’s effective tax rate was 14.6% and 19.2% for the three months ended June 27, 2026 and June 28, 2025, respectively.
The Company's effective tax rate for the three months ended June 27, 2026 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, the impact of global minimum taxes and Net Controlled Foreign Corporation Tested Income (formerly Global Intangible Low-Taxed Income ("GILTI")), partially offset by domestic tax credits generated and discrete tax benefits. A discrete tax benefit of $3.3 million was recognized for the three months ended June 27, 2026, primarily related to the tax effects of merger-related costs (refer to Note 2 for additional information) and restructuring-related charges (refer to Note 9 for additional information).
The Company's effective tax rate for the three months ended June 28, 2025 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, global minimum taxes in foreign jurisdictions and GILTI, partially offset by domestic tax credits generated.
12. NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share data):
| Three Months Ended | |||||||||||
| June 27, 2026 | June 28, 2025 | ||||||||||
| Numerator: | |||||||||||
Numerator for basic and diluted net income per share — net income available to common stockholders | $ | 85,802 | $ | 25,594 | |||||||
| Denominator: | |||||||||||
Denominator for basic net income per share — weighted-average shares | 88,035 | 92,915 | |||||||||
| Effect of dilutive securities: | |||||||||||
| Stock-based awards | 1,325 | 855 | |||||||||
Denominator for diluted net income per share — adjusted weighted-average shares and assumed conversions | 89,360 | 93,770 | |||||||||
Basic net income per share | $ | 0.97 | $ | 0.28 | |||||||
Diluted net income per share | $ | 0.96 | $ | 0.27 | |||||||
An immaterial number of shares of outstanding stock-based awards were excluded from the computation of net income per diluted share for the three months ended June 27, 2026 because the effect of their inclusion would have been anti-dilutive. In the computation of diluted net income per share for the three months ended June 28, 2025, approximately 1.5 million shares of outstanding stock-based awards were excluded because the effect of their inclusion would have been anti-dilutive.
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
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 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 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 28, 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.
18
OVERVIEW
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.
Qorvo® is a global leader in the development and commercialization of technologies and products for wireless, wired and power markets.
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 10 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our reportable operating segments as of June 27, 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 markets.
CSG is a leading global supplier of connectivity solutions, with broad expertise spanning ultra-wideband, Matter®, Bluetooth® Low Energy, Zigbee®, Thread®, Wi-Fi® and cellular solutions for the Internet of Things to serve customers in automotive, consumer, industrial and enterprise, and mobile markets.
ACG is a leading global supplier of advanced cellular solutions for smartphones, wearables, laptops, tablets and other devices. ACG leverages world-class technology and systems-level expertise to deliver a broad portfolio of high-performance discrete and highly integrated cellular products.
Proposed Mergers
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.
On February 5, 2026, Qorvo and Skyworks each received a Request for Additional Information and Documentary Material (the “Second Request”) from the U.S. Federal Trade Commission (the “FTC”) in connection with the transaction. The Second Request was issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Qorvo and Skyworks have each substantially complied with the Second Request it received, unless the waiting period is voluntarily extended by the parties or terminated sooner by the FTC.
The stockholders of both Qorvo and Skyworks approved the Merger Agreement at each company's special meeting of stockholders on February 11, 2026.
On May 20, 2026, Skyworks commenced offers to exchange (the “Exchange Offers”) any and all outstanding 4.375% Senior Notes due 2029 issued by the Company (the “2029 Notes”) for new 4.375% Senior Notes due 2029 issued by Skyworks and any and all outstanding 3.375% Senior Notes due 2031 issued by the Company (the “2031 Notes” and, together with the 2029 Notes, the “Notes”) for new 3.375% Senior Notes due 2031 issued by Skyworks. The Exchange Offers will remain open until
19
5:00 p.m., New York City time, on September 1, 2026, unless extended at Skyworks’ sole discretion. The expiration date of the Exchange Offer is expected to be extended to occur on or about the closing of the Mergers. In conjunction with the Exchange Offers, Skyworks, on behalf of the Company, solicited consents from holders of the Notes (the “Consents,” and together with the Exchange Offers, the “Exchange Offers and Consent Solicitations”) to adopt certain proposed amendments to the existing indentures to eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default (the “Proposed Amendments”). As of June 11, 2026, we received the requisite number of Consents and entered into supplemental indentures for both the 2029 Notes and the 2031 Notes (together, the “Supplemental Indentures”), giving effect to the Proposed Amendments. The Proposed Amendments with respect to each series of the Notes will not become operative until (i) immediately prior to the closing of the transaction or (ii) immediately upon the settlement of the Exchange Offers for such series of the Notes, depending on the specific amendment, and will cease to be operative if the Mergers are not consummated. If and when the Exchange Offers are settled, the Notes that are tendered and accepted will be exchanged for Skyworks notes and the related obligations of Qorvo and the guarantors with respect to those Notes will cease.
The foregoing summary of the Merger Agreement, the Exchange Offers and Consent Solicitations and Supplemental Indentures 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 the Company's Current Report on Form 8-K filed with the SEC on October 28, 2025, Skyworks' Registration Statement on Form S-4 filed with the SEC on May 20, 2026 and the Supplemental Indentures filed as Exhibits 4.1 and 4.2 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2026. Consummation of the Mergers is subject to required regulatory approvals, including certain antitrust and foreign investment approvals, and the satisfaction of other customary closing conditions. The Company is increasingly hopeful that the transaction will close within the calendar year, subject to satisfaction or waiver of all closing conditions, but there can be no assurances that the closing will occur on this timeline. Refer to Note 2 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the transaction.
FIRST QUARTER FISCAL 2027 OVERVIEW
•Revenue for the first quarter of fiscal 2027 decreased 4.2% as compared to the first quarter of fiscal 2026, resulting from decreases in ACG and CSG revenue, partially offset by an increase in HPA revenue.
•Gross margin increased to 51.1% for the first quarter of fiscal 2027 as compared to 40.5% for the first quarter of fiscal 2026. The increase was primarily driven by our strategy to reduce exposure to lower margin, mass-market Android smartphones within the ACG segment, as well as ongoing efforts to optimize the business mix within and across our operating segments, specifically ACG and HPA.
•Operating income was $96.8 million for the first quarter of fiscal 2027 as compared to $30.1 million for the first quarter of fiscal 2026.
•Net income per diluted share was $0.96 for the first quarter of fiscal 2027 as compared to net income per diluted share of $0.27 for the first quarter of fiscal 2026.
•Net cash provided by operating activities was $139.5 million for the first quarter of fiscal 2027 as compared to $182.9 million for the first quarter of fiscal 2026.
•Capital expenditures were $24.1 million for the first quarter of fiscal 2027 as compared to $37.5 million for the first quarter of fiscal 2026.
20
RESULTS OF OPERATIONS
Consolidated
The following tables present a summary of our results of operations (in thousands, except percentages):
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| June 27, 2026 | % of Revenue | June 28, 2025 | % of Revenue | Increase (Decrease) | Percentage Change | ||||||||||||||||||||||||||||||
| Revenue | $ | 784,795 | 100.0 | % | $ | 818,778 | 100.0 | % | $ | (33,983) | (4.2) | % | |||||||||||||||||||||||
| Cost of goods sold | 383,827 | 48.9 | 486,976 | 59.5 | (103,149) | (21.2) | |||||||||||||||||||||||||||||
| Gross profit | 400,968 | 51.1 | 331,802 | 40.5 | 69,166 | 20.8 | |||||||||||||||||||||||||||||
| Research and development | 172,427 | 22.0 | 179,244 | 21.9 | (6,817) | (3.8) | |||||||||||||||||||||||||||||
| Marketing and selling | 48,792 | 6.2 | 56,891 | 6.9 | (8,099) | (14.2) | |||||||||||||||||||||||||||||
| General and administrative | 41,337 | 5.3 | 50,998 | 6.2 | (9,661) | (18.9) | |||||||||||||||||||||||||||||
| Other operating expense | 41,642 | 5.3 | 14,583 | 1.8 | 27,059 | 185.6 | |||||||||||||||||||||||||||||
| Operating income | $ | 96,770 | 12.3 | % | $ | 30,086 | 3.7 | % | $ | 66,684 | 221.6 | % | |||||||||||||||||||||||
The decrease in consolidated revenue resulted from decreases in revenue of $94.7 million and $8.3 million in ACG and CSG, respectively, and an increase in revenue of $69.0 million in HPA, which are further discussed in our Operating Segments results below.
The increase in gross margin was primarily driven by our strategy to reduce exposure to lower margin, mass-market Android smartphones within the ACG segment, as well as ongoing efforts to optimize the business mix within and across our operating segments, specifically ACG and HPA.
The decreases in research and development and marketing and selling expenses were driven by lower employee-related costs, which decreased by $9.8 million and $6.2 million, respectively, primarily due to consolidation of the CSG organizational structure. The decrease in general and administrative expense was driven by a $7.6 million decrease in employee-related costs, primarily due to lower stock-based compensation expense.
Other operating expense for the three months ended June 27, 2026 includes merger-related costs of $14.9 million, restructuring-related charges of $11.7 million and deferred compensation expense of $9.9 million. Other operating expense for the three months ended June 28, 2025 includes deferred compensation expense of $5.5 million and restructuring-related charges of $4.2 million. Refer to Notes 2 and 9 of the Notes to Condensed Consolidated Financial Statements for additional information on merger-related costs and restructuring-related charges, respectively.
Operating Segments
High Performance Analog
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands, except percentages) | June 27, 2026 | June 28, 2025 | Dollar Change | Percentage Change | ||||||||||||||||||||||
| Revenue | $ | 206,357 | $ | 137,395 | $ | 68,962 | 50.2 | % | ||||||||||||||||||
| Operating income | 69,959 | 21,582 | 48,377 | 224.2 | ||||||||||||||||||||||
Operating income as a % of revenue | 33.9 | % | 15.7 | % | ||||||||||||||||||||||
The $69.0 million increase in HPA revenue was primarily attributable to a $57.9 million increase in revenue from our defense and aerospace, and infrastructure businesses. These revenue increases were driven by increased content and programs in defense and aerospace, the industry's ongoing transition to broadband DOCSIS (Data Over Cable Service Interface Specification) 4.0 and higher demand for our base station products.
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The increase in HPA operating income was driven by the impact of higher revenue and favorable product mix.
Connectivity and Sensors Group
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands, except percentages) | June 27, 2026 | June 28, 2025 | Dollar Change | Percentage Change | ||||||||||||||||||||||
| Revenue | $ | 101,869 | $ | 110,153 | $ | (8,284) | (7.5) | % | ||||||||||||||||||
| Operating income (loss) | 2,994 | (7,533) | 10,527 | 139.7 | ||||||||||||||||||||||
Operating income (loss) as a % of revenue | 2.9 | % | (6.8) | % | ||||||||||||||||||||||
The $8.3 million decrease in CSG revenue was primarily attributable to a decrease in our Wi-Fi components revenue, driven by our decision to strategically narrow our focus on a higher margin portfolio.
The increase in CSG operating income was driven by a $16.7 million decrease in operating expenses, primarily due to lower employee-related costs resulting from the consolidation of the CSG organizational structure and strategic portfolio optimization.
Advanced Cellular Group
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands, except percentages) | June 27, 2026 | June 28, 2025 | Dollar Change | Percentage Change | ||||||||||||||||||||||
| Revenue | $ | 476,569 | $ | 571,230 | $ | (94,661) | (16.6) | % | ||||||||||||||||||
| Operating income | 108,552 | 97,934 | 10,618 | 10.8 | ||||||||||||||||||||||
Operating income as a % of revenue | 22.8 | % | 17.1 | % | ||||||||||||||||||||||
The $94.7 million decrease in ACG revenue was driven by the decision to strategically reduce our exposure in mass-market Android smartphones and narrow our focus to higher value placements.
The increase in ACG operating income was driven by favorable product mix, partially offset by the impact of lower revenue.
Refer to Note 10 of the Notes to Condensed Consolidated Financial Statements for a reconciliation of reportable segment operating income (loss) to consolidated operating income for the three months ended June 27, 2026 and June 28, 2025.
INTEREST, OTHER INCOME AND INCOME TAXES
| Three Months Ended | |||||||||||
| (In thousands) | June 27, 2026 | June 28, 2025 | |||||||||
| Interest expense | $ | (15,852) | $ | (18,787) | |||||||
| Other income, net | 19,608 | 20,386 | |||||||||
| Income tax expense | (14,724) | (6,091) | |||||||||
Interest expense
During the three months ended June 27, 2026 and June 28, 2025, we recorded interest expense primarily related to our 2029 Notes and our 2031 Notes. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for additional information. Interest expense for the three months ended June 27, 2026 and June 28, 2025 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement.
Other income, net
During the three months ended June 27, 2026, we recorded interest income of $10.4 million and net gains of $8.9 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments.
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During the three months ended June 28, 2025, we recorded interest income of $10.9 million and net gains of $8.1 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments.
Income tax expense
During the three months ended June 27, 2026, we recorded income tax expense of $14.7 million, comprised primarily of tax expense related to international operations generating pre-tax book income, global minimum taxes in foreign jurisdictions and the impact of Net Controlled Foreign Corporation Tested Income (formerly Global Intangible Low-Taxed Income ("GILTI")), partially offset by tax benefits related to domestic and international operations generating pre-tax book losses, domestic tax credits and discrete tax items.
During the three months ended June 28, 2025, we recorded income tax expense of $6.1 million, comprised primarily of tax expense related to international operations generating pre-tax book income, 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 and domestic tax credits.
A valuation allowance remained against certain domestic and foreign net deferred tax assets as it is more likely than not that the related deferred tax assets will not be realized.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated by operations is our primary source of liquidity. As of June 27, 2026, we had working capital of approximately $1,749.0 million, including $1,328.9 million in cash and cash equivalents, compared to working capital of approximately $1,593.6 million, including $1,219.0 million in cash and cash equivalents as of March 28, 2026.
Our $1,328.9 million of total cash and cash equivalents as of June 27, 2026, includes approximately $1,133.8 million held by our foreign subsidiaries, of which $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.
We may, from time to time, seek to retire or make additional optional payments on our outstanding debt obligations through repurchases or exchanges of our outstanding notes, which may be effected through privately negotiated transactions, market transactions, tender offers, redemptions or otherwise. Such tenders, exchanges, purchases, or other transactions, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
The Merger Agreement contains certain termination rights for each of Skyworks and Qorvo. Under specified circumstances, 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.
Stock Repurchases
During the three months ended June 27, 2026, we did not repurchase any shares of our common stock. As of June 27, 2026, approximately $416.2 million remains authorized for repurchases under the program.
Cash Flows from Operating Activities
Net cash provided by operating activities was $139.5 million for the three months ended June 27, 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 inventories, primarily resulting from the timing of customer device launches.
Net cash provided by operating activities was $182.9 million for the three months ended June 28, 2025, attributable to the effects of net income adjusted for non-cash items (which includes depreciation, amortization of intangible assets, deferred
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income taxes, stock-based compensation expense and other non-cash items) and changes in working capital. Cash inflows from working capital were driven by the decrease in accounts receivable.
Cash Flows from Investing Activities
Net cash used in investing activities was $22.8 million and $33.3 million for the three months ended June 27, 2026 and June 28, 2025, respectively, primarily consisting of capital expenditures.
Cash Flows from Financing Activities
Net cash used in financing activities was $6.5 million and $6.9 million for the three months ended June 27, 2026 and June 28, 2025, respectively.
COMMITMENTS AND CONTINGENCIES
Credit Agreement On April 23, 2024, we entered into a five-year unsecured senior credit facility pursuant to a credit agreement with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of lenders (the “Credit Agreement”), which replaced our previous credit agreement. The Credit Agreement provides for a $325.0 million senior revolving line of credit (the “Revolving Facility”). We may request at any time that the Revolving Facility be increased by up to $325.0 million, subject to securing additional funding commitments from existing or new lenders. The Revolving Facility is available to finance working capital, capital expenditures and other lawful corporate purposes.
During the three months ended June 27, 2026, there were no borrowings under the Revolving Facility.
The Credit Agreement contains various conditions, covenants and representations with which we must be in compliance in order to borrow funds and to avoid an event of default. As of June 27, 2026, we were in compliance with these covenants.
2029 Notes On September 30, 2019, we issued $350.0 million aggregate principal amount of our 2029 Notes. On December 20, 2019, and June 11, 2020, we issued an additional $200.0 million and $300.0 million, respectively, aggregate principal amount of our 2029 Notes. Interest on the 2029 Notes is payable on April 15 and October 15 of each year at a rate of 4.375% per annum. The 2029 Notes will mature on October 15, 2029, unless earlier redeemed in accordance with their terms. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by certain of the Company's U.S. subsidiaries (the "Guarantors"). In connection with the Exchange Offers and Consent Solicitations, the Company entered into a supplemental indenture with respect to the 2029 Notes, eliminating substantially all of the restrictive covenants, certain affirmative covenants and certain events of default. Such amendments will not become operative until the occurrence of the applicable conditions specified therein.
2031 Notes On September 29, 2020, we issued $700.0 million aggregate principal amount of our 2031 Notes. Interest on the 2031 Notes is payable on April 1 and October 1 of each year at a rate of 3.375% per annum. The 2031 Notes will mature on April 1, 2031, unless earlier redeemed in accordance with their terms. The 2031 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by the Guarantors. In connection with the Exchange Offers and Consent Solicitations, the Company entered into a supplement indenture with respect to the 2031 Notes, eliminating substantially all of the restrictive covenants, certain affirmative covenants and certain events of default. Such amendments will not become operative until the occurrence of the applicable conditions specified therein.
For additional information regarding our debt, refer to Note 2 and Note 5 of the Notes to Condensed Consolidated Financial Statements.
Capital Commitments As of June 27, 2026, we had capital commitments of approximately $45.5 million primarily for expanding capability to develop and support new products (which includes accrued technology licenses of approximately $9.1 million), equipment and facility upgrades and cost savings initiatives.
Future Sources of Funding Our future capital requirements may differ materially from those currently anticipated and will depend on many factors, including market acceptance of and demand for our products, acquisition opportunities, technological advances and our relationships with suppliers and customers. Based on current and projected levels of cash flows from operations, coupled with our existing cash and cash equivalents and availability from the Revolving Facility, we believe that we have sufficient liquidity to meet both our short-term and long-term cash requirements. However, if there is a significant
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decrease in demand for our products, or if investments in our business outpace revenue growth, operating cash flows may be insufficient to meet our needs. If existing resources and cash from operations are not sufficient to meet our future requirements or if we perceive conditions to be favorable, we may seek additional debt or equity financing. Additional debt or equity financing could be dilutive to holders of our common stock. Further, we cannot be sure that additional debt or equity financing, if required, will be available on favorable terms, if at all.
Legal We are involved in various legal proceedings and claims that have arisen in the ordinary course of business that have not been fully adjudicated. We accrue a liability for legal contingencies when we believe that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate developments in our legal matters that could affect the amount of the previously accrued liability and record adjustments as appropriate. Although it is not possible to predict with certainty the outcome of the unresolved legal matters, it is the opinion of management that these matters will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position or results of operations. We believe the aggregate range of reasonably possible losses in excess of accrued liabilities, if any, associated with these unresolved legal matters is not material.
Taxes We are subject to income and other taxes in the United States and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are subject to the allocation of revenue and expenses in different jurisdictions. Additionally, the amount of taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. We are subject to audits by tax authorities. While we endeavor to comply with all applicable tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law than we do or that we will comply in all respects with applicable tax laws, which could result in additional taxes. There can be no assurance that the outcomes from tax audits will not have an adverse effect on our results of operations in the period during which the review is conducted.
SUPPLEMENTAL PARENT AND GUARANTOR FINANCIAL INFORMATION
In accordance with the indentures governing the Notes, our obligations under the Notes are fully and unconditionally guaranteed on a joint and several unsecured basis by the Guarantors, which are listed on Exhibit 22 to this Quarterly Report on Form 10-Q. Each Guarantor is 100% owned, directly or indirectly, by Qorvo, Inc. (the "Parent"). A Guarantor can be released in certain customary circumstances. Our other U.S. subsidiaries and our non-U.S. subsidiaries do not guarantee the Notes (such subsidiaries are referred to as the "Non-Guarantors").
The following presents summarized financial information for the Parent and the Guarantors on a combined basis as of and for the periods indicated, after eliminating (i) intercompany transactions and balances among the Parent and the Guarantors, and (ii) equity earnings from, and investments in, any Non-Guarantor. The summarized financial information may not necessarily be indicative of the financial position and results of operations had the combined Parent and Guarantors operated independently from the Non-Guarantors.
Summarized Balance Sheets (In thousands) | June 27, 2026 | March 28, 2026 | |||||||||
| ASSETS | |||||||||||
Current assets (1) | $ | 846,102 | $ | 862,490 | |||||||
| Non-current assets | 2,206,592 | 2,217,061 | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities | $ | 220,945 | $ | 262,368 | |||||||
Long-term liabilities (2) | 2,622,761 | 2,596,461 | |||||||||
(1) Includes net amounts due from Non-Guarantor subsidiaries of $226.4 million and $201.7 million as of June 27, 2026 and March 28, 2026, respectively.
(2) Includes net amounts due to Non-Guarantor subsidiaries of $915.5 million and $895.3 million as of June 27, 2026 and March 28, 2026, respectively.
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| Summarized Statement of Operations | Three Months Ended | |||||||
| (In thousands) | June 27, 2026 | |||||||
| Revenue | $ | 248,023 | ||||||
| Gross profit | 84,464 | |||||||
| Net loss | (54,893) | |||||||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes to our market risk exposures during the first quarter of fiscal 2027. For a discussion of our exposure to market risk, refer to Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," contained in Qorvo's Annual Report on Form 10-K for the fiscal year ended March 28, 2026.
ITEM 4. CONTROLS AND PROCEDURES.
As of the end of the period covered by this report, the Company’s management, with the participation of the Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), evaluated the effectiveness of the Company’s disclosure controls and procedures in accordance with Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our CEO and CFO concluded that the Company’s disclosure controls and procedures were effective, as of such date, to enable the Company to record, process, summarize and report in a timely manner the information that the Company is required to disclose in its Exchange Act reports, and to accumulate and communicate such information to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 27, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1A. RISK FACTORS.
In addition to the other information set forth in this report and in our other reports and statements that we file with the U.S. Securities and Exchange Commission (the "SEC"), careful consideration should be given to the factors discussed in Part I, Item 1A., "Risk Factors" in Qorvo's Annual Report on Form 10-K for the fiscal year ended March 28, 2026, which could materially affect our business, financial condition or future results. The risks described in Qorvo's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 5. OTHER INFORMATION.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
The following table describes actions by our directors or Section 16 officers with respect to plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the first quarter of fiscal 2027. None of our directors or Section 16 officers adopted or terminated a "non-Rule 10b5-1 trading arrangement," as such term is defined in Item 408(c) of Regulation S-K during the first quarter of fiscal 2027.
| Name and Title | Action | Date | Expiration of Plan | Number of Shares to be Sold (1) | ||||||||||||||||||||||
Frank P. Stewart Senior Vice President and President of Advanced Cellular | Adoption | 5/28/2026 | 7/2/2027 | 10,153 | ||||||||||||||||||||||
Steven E. Creviston Senior Vice President and President of Connectivity & Sensors | Adoption | 6/3/2026 | 4/1/2027 | 28,860 | ||||||||||||||||||||||
(1) Represents the gross number of shares subject to the Rule 10b5-1 plan, excluding the potential effect of shares withheld for taxes. Amounts may include shares to be earned as performance-based restricted stock unit awards ("PBRSUs") and are presented at their target amounts. The actual number of PBRSUs earned following the end of the applicable performance period, if any, will depend on the relative attainment of the performance metrics.
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ITEM 6. EXHIBITS.
| 4.1 | |||||
| 4.2 | |||||
| 10.1 | |||||
| 22 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | The following materials from our Quarterly Report on Form 10-Q for the quarter ended June 27, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Stockholders' Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements | ||||
| 104 | The cover page from our Quarterly Report on Form 10-Q for the quarter ended June 27, 2026, formatted in iXBRL | ||||
_________
* Executive compensation plan or agreement
Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-36801.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Qorvo, Inc. | |||||||||||
| Date: | July 28, 2026 | /s/ Grant A. Brown | |||||||||
| Grant A. Brown | |||||||||||
Senior Vice President and Chief Financial Officer | |||||||||||
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