Skyworks Commences Exchange Offers and Consent Solicitations for Qorvo’s Senior Notes due 2029 and 2031

IRVINE, Calif., Might 20, 2026 (GLOBE NEWSWIRE) — Skyworks Options, Inc. (Nasdaq: SWKS) (“Skyworks”), a number one developer, producer and supplier of analog and mixed-signal semiconductors and options for quite a few functions, right now introduced that, in reference to its anticipated acquisition of Qorvo, Inc. (“Qorvo”), Skyworks has commenced provides to holders of Qorvo Notes (as outlined under) to trade (the “Change Presents”) any and all excellent 4.375% Senior Notes due 2029 (the “2029 Qorvo Notes”) and any and all excellent 3.375% Senior Notes due 2031 issued by Qorvo (the “2031 Qorvo Notes” and, along with the 2029 Qorvo Notes, the “Qorvo Notes”), for, (1) with respect to the 2029 Qorvo Notes, as much as $850,000,000 combination principal quantity of latest 4.375% Senior Notes due 2029 (the “New 2029 Skyworks Notes”) issued by Skyworks or, (2) with respect to the 2031 Qorvo Notes, as much as $700,000,000 combination principal quantity of latest 3.375% Senior Notes due 2031 (along with the New 2029 Skyworks Notes, the “New Skyworks Notes”) issued by Skyworks. The Change Presents and Consent Solicitations (as outlined herein) are being performed in reference to, and are conditioned upon, amongst different issues, the closing of the transactions pursuant to which Qorvo will merge with and right into a subsidiary of Skyworks (the “Mergers”), with such subsidiary persevering with because the surviving entity and a wholly-owned subsidiary of Skyworks, which situation is probably not waived by Skyworks.

Along side the Change Presents, Skyworks, on behalf of Qorvo, is soliciting consents (the “Consent Solicitations”) to undertake sure proposed amendments to every indenture governing the relevant collection of Qorvo Notes to, amongst different adjustments, eradicate considerably all the restrictive covenants, sure affirmative covenants and sure occasions of default (the “Proposed Amendments”) in trade for the Consent Fee (as outlined herein).

The New Skyworks Notes can have the identical curiosity cost dates, maturity date and rate of interest because the relevant collection of Qorvo Notes. Every collection of New Skyworks Notes will change the fastened redemption schedule presently included within the corresponding collection of Qorvo Notes with a customary funding grade redemption schedule, together with a three-month par name date and make-whole mechanism as additional described within the Registration Assertion (as outlined herein).

The next desk units forth the relevant Consent Fee, the Change Consideration (as outlined under), the Early Participation Premium (as outlined under) and the Complete Consideration (as outlined under) for the Qorvo Notes:

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The Change Presents and Consent Solicitations are being made pursuant to the phrases and topic to the circumstances set forth in Skyworks’ pre-effective registration assertion on Type S-4 (together with the prospectus contained therein, which is topic to alter, the “Registration Assertion”) filed with the U.S. Securities and Change Fee (the “SEC”) on Might 20, 2026.

The Change Presents will expire at 5:00 p.m., New York Metropolis time, on September 1, 2026, until prolonged (as it could be prolonged, the “Expiration Date”). The settlement date (the “Settlement Date”) will likely be promptly after the Expiration Date and is predicted to happen no sooner than the second enterprise day after the deadline of the Mergers.

Every Change Supply and Consent Solicitation is conditioned upon, amongst different issues, (i) a minimal of a majority of the mixture principal quantity of Qorvo Notes of such collection having been validly tendered and never validly withdrawn at or previous to the relevant Early Participation Date pursuant to the relevant Change Supply for such collection, which can be waived by Skyworks in its sole discretion, (ii) the Registration Assertion having been declared efficient by the SEC, which situation is probably not waived by Skyworks, and (iii) the closing of the Mergers, which situation is probably not waived by Skyworks. The closing of the Mergers shouldn’t be conditioned upon the outcomes of the Change Presents and Consent Solicitations.

Skyworks, in its sole discretion, might modify or terminate both Change Supply and will lengthen the Early Participation Date, the Expiration Date and/or the Settlement Date with respect to both Change Supply, topic to relevant legislation. Any such modification, termination or extension by Skyworks with respect to an Change Supply is not going to mechanically modify, terminate or lengthen the opposite Change Supply, however will mechanically modify, terminate or lengthen the respective Consent Solicitation, as relevant. Neither Change Supply nor Consent Solicitation is conditioned upon the respective consummation of the opposite. The Change Supply and Consent Solicitation with respect to a collection of Qorvo Notes shouldn’t be conditioned upon the consummation of the Change Supply or Consent Solicitation with respect to the opposite collection of Qorvo Notes.

As indicated within the desk above, for every $1,000 principal quantity of the relevant collection of Qorvo Notes validly tendered and never validly withdrawn at or previous to the relevant Early Participation Date, holders of such Qorvo Notes will likely be eligible to obtain a money cost of an quantity equal to the product of $2.50 multiplied by a fraction, the numerator of which is the mixture principal quantity of such collection Qorvo Notes excellent as of such Early Participation Date and the denominator of which is the mixture principal quantity of such collection of Qorvo Notes validly tendered and never validly withdrawn at or previous to the relevant Early Participation Date (such quantity for such collection, the “Consent Fee”). With respect to a collection of Qorvo Notes, consents is probably not revoked after the sooner of (i) 5:00 p.m., New York Metropolis time, on June 11, 2026, until prolonged or terminated, and (ii) the date the supplemental indenture to the relevant indenture governing such collection of Qorvo Notes implementing the Proposed Amendments for such collection of Qorvo Notes is executed (the sooner of (i) and (ii), the “Consent Revocation Deadline”).

For every $1,000 principal quantity of the relevant collection of Qorvo Notes validly tendered and never validly withdrawn at or prior to five:00 p.m., New York Metropolis time, on June 11, 2026, until prolonged or terminated (such date and time, as the identical could also be prolonged, the “Early Participation Date”) and accepted for trade, holders of such collection of Qorvo Notes will likely be eligible to obtain an early participation premium, payable in principal quantity of the relevant collection of New Skyworks Notes, equal to $50.00 (the “Early Participation Premium”); supplied that such Qorvo Notes held by the relevant holder have been validly tendered and never validly withdrawn at or previous to the relevant Early Participation Date and both (A) such holder should not have validly withdrawn such Qorvo Notes at or previous to the relevant Expiration Date or (B) if such Qorvo Notes held by such holder have been validly withdrawn at or previous to the relevant Expiration Date, such holder, previous to such Expiration Date will need to have (i) validly re-tendered, and never validly withdrawn, such Qorvo Notes and (ii) submitted the Early Participation VOI Quantity (as outlined within the Registration Assertion) with respect to such tendered Qorvo Notes.

For every $1,000 principal quantity of the relevant collection of Qorvo Notes validly tendered and never validly withdrawn at or previous to the relevant Expiration Date and accepted for trade, holders of such Qorvo Notes will likely be eligible to obtain $950 principal quantity of the corresponding collection of New Skyworks Notes (the “Change Consideration”).

Skyworks pays a soliciting seller payment of $2.50 for every word per $1,000 principal quantity of Qorvo Notes which are validly tendered previous to the relevant Expiration Date and never validly withdrawn to retail brokers which are appropriately designated by their tendering holder purchasers to obtain such payment, supplied that such payment will solely be paid with respect to tenders by holders whose combination principal quantity of Qorvo Notes is $250,000 or much less.

The entire phrases and circumstances of the Change Presents and Consent Solicitations are described within the Registration Assertion, a duplicate of which can be obtained by contacting World Bondholder Providers Company, the trade agent and knowledge agent in reference to the Change Presents and Consent Solicitation, at (855) 654-2015 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or contact@gbsc-usa.com. Questions concerning the phrases and circumstances of the Change Presents and Consent Solicitations needs to be directed to the seller supervisor, Goldman Sachs & Co. LLC, 200 West Road, New York, New York 10282, Gather: (212) 357-1452, Toll-Free: (800) 828-3182.

This press launch doesn’t represent a suggestion to promote or buy, or a solicitation of a suggestion to promote or buy, or the solicitation of tenders or consents with respect to, any safety. No provide, solicitation, buy or sale will likely be made in any jurisdiction by which such a suggestion, solicitation, or sale could be illegal. The Change Presents and Consent Solicitations are being made solely pursuant to the Registration Assertion and solely to such individuals and in such jurisdictions as is permitted underneath relevant legislation.

About Skyworks

Skyworks Options, Inc. is empowering the wi-fi networking revolution. Skyworks is a number one developer, producer and supplier of analog and mixed-signal semiconductors and options for quite a few functions, together with aerospace, automotive, broadband, mobile infrastructure, related house, protection, leisure and gaming, industrial, medical, smartphone, pill and wearables.

Skyworks is a worldwide firm with engineering, advertising, operations, gross sales and assist services positioned all through Asia, Europe and North America and is a member of the S&P 500® market index (Nasdaq: SWKS).

Secure Harbor Assertion

This press launch contains “forward-looking statements.” Ahead-looking statements relate to future occasions, together with, however not restricted to, the Change Presents, the Consent Solicitations and the Mergers, as relevant. These forward-looking statements embody info regarding future occasions, prospects, expectations and outcomes of Skyworks (e.g., sure projections and enterprise developments, together with with respect to future gross sales and income, in addition to plans for dividend funds). Ahead-looking statements can usually be recognized by phrases reminiscent of “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “believes,” “plans,” “might,” “will” or “proceed,” and comparable expressions and variations or negatives of those phrases. All such statements are topic to sure dangers, uncertainties and different necessary components that would trigger precise outcomes to vary materially and adversely from these projected and will have an effect on Skyworks’ future working outcomes, monetary place and money flows.

These dangers, uncertainties and different necessary components embody: the dangers of doing enterprise internationally, together with from commerce battle or commerce safety measures (e.g., tariffs, retaliatory tariffs and different countermeasures or taxes), elevated import/export restrictions and controls (e.g., Skyworks’ capacity to acquire foreign-sourced uncooked supplies, together with from Chinese language-based sources, in addition to Skyworks’ capacity to promote merchandise to sure specified overseas entities solely pursuant to a restricted export license from the U.S. Division of Commerce), the susceptibility of the semiconductor business and the markets addressed by Skyworks’, and Skyworks’ prospects’, merchandise to financial cycles or adjustments in financial circumstances, together with inflation and recession that would consequence from commerce battle or commerce safety measures; Skyworks’ reliance on a small variety of key prospects for a big proportion of Skyworks’ gross sales; decreased gross margins and lack of market share because of elevated competitors; Skyworks’ capacity to acquire design wins from prospects; Skyworks’ capacity to transform design wins into income; market acceptance of Skyworks’ merchandise and Skyworks’ prospects’ merchandise, together with market acceptance of latest, rising applied sciences reminiscent of AI; the combination and quantity of telephone fashions offered by Skyworks’ largest buyer; the potential impacts on Skyworks’ enterprise, status, relationships, outcomes of operations, money flows and monetary situation because of the Mergers and associated transactions with Qorvo; the likelihood that anticipated advantages associated to such transactions with Qorvo might not materialize as anticipated; such transactions with Qorvo being well timed accomplished, if accomplished in any respect; regulatory approvals required for the Mergers and associated transactions not being well timed obtained, if obtained in any respect, or being obtained topic to circumstances; Skyworks or Qorvo’s enterprise experiencing disruptions because of the Mergers and associated transactions or as a result of transaction-related uncertainty or different components making it tougher to keep up relationships with staff, prospects, different enterprise companions or governmental entities; Skyworks and Qorvo being unable to efficiently implement integration methods or to realize anticipated synergies and working efficiencies inside the anticipated time-frames or in any respect; the prices, charges, bills and different prices associated to the Mergers and associated transactions with Qorvo, together with with respect to any associated litigation; decreased flexibility in working Skyworks’ enterprise because of the substantial quantity of extra indebtedness Skyworks expects to incur in reference to the Mergers and associated transactions; delays within the deployment of business 5G networks or in shopper adoption of 5G-enabled gadgets; the volatility of Skyworks’ inventory worth; adjustments in legal guidelines, laws and/or insurance policies that would adversely have an effect on Skyworks’ operations and monetary outcomes, the economic system and Skyworks’ prospects’ demand for Skyworks’ merchandise, or the monetary markets and Skyworks’ capacity to lift capital; fluctuations in Skyworks’ manufacturing yields as a result of Skyworks’ advanced and specialised manufacturing processes; Skyworks’ capacity to develop, manufacture and market modern merchandise, keep away from product obsolescence, cut back prices in a well timed method, transition Skyworks’ merchandise to smaller geometry course of applied sciences and obtain greater ranges of design integration; the standard of Skyworks’ merchandise and any defect remediation prices; Skyworks’ merchandise’ capacity to carry out underneath stringent working circumstances; the supply and pricing of third-party semiconductor foundry, meeting and take a look at capability, uncooked supplies, together with uncommon earth and comparable minerals, provider elements, tools and transport and logistics providers, together with limits on Skyworks’ prospects’ capacity to acquire such providers and supplies; dangers that Skyworks might not be capable of optimize Skyworks’ manufacturing footprint and obtain any monetary and operational advantages from such efforts, together with lowering fastened prices or bettering utilization charges, disruptions to Skyworks’ manufacturing processes, together with regarding any relocation of Skyworks’ key services; Skyworks’ capacity to efficiently handle Skyworks’ senior administration transitions; Skyworks’ capacity to retain, recruit and rent key executives or the departure of any such executives, technical personnel and different staff within the positions and numbers, with the expertise and capabilities, and on the compensation ranges wanted to implement Skyworks’ enterprise and product plans; the timing, rescheduling or cancellation of serious buyer orders and Skyworks’ capacity, in addition to the power of Skyworks’ prospects, to handle stock; different financial, social, navy and geopolitical circumstances within the international locations by which Skyworks, Skyworks’ prospects or Skyworks’ suppliers function, together with the conflicts in Ukraine, Iran and different areas within the Center East, doable disruptions in transportation networks, and fluctuations in overseas foreign money trade charges; the results of world well being crises on enterprise circumstances in Skyworks’ business, together with the danger of serious disruptions to Skyworks’ enterprise operations, in addition to adverse impacts to Skyworks’ monetary situation; Skyworks’ capacity to stop theft of Skyworks’ mental property, disclosure of confidential info or breaches of Skyworks’ info expertise programs; uncertainties of litigation, together with our ongoing securities litigation, potential disputes over mental property infringement and rights, in addition to funds associated to the licensing and/or sale of such rights; Skyworks’ capacity to proceed to develop and keep an mental property portfolio and acquire wanted licenses from third events; Skyworks’ capacity to make sure investments and acquisitions, combine corporations Skyworks acquires and/or enter into strategic alliances; and different dangers and uncertainties, together with these detailed every now and then in Skyworks’ filings with the Securities and Change Fee.

The forward-looking statements contained on this press launch are made solely as of the date hereof, and Skyworks undertakes no obligation to replace or revise the forward-looking statements, whether or not because of new info, future occasions or in any other case.

Further Details about the Mergers and The place to Discover It

In reference to the Mergers, Skyworks has filed with the SEC a registration assertion on Type S-4, which features a proxy assertion of Qorvo that additionally constitutes a prospectus for the shares of Skyworks widespread inventory to be supplied within the Mergers (collectively, the “Mergers Registration Assertion and Proxy Assertion/Prospectus”). Every of Skyworks and Qorvo may additionally file different related paperwork with the SEC concerning the Mergers. This communication shouldn’t be an alternative choice to the proxy assertion/prospectus or registration assertion or another doc that Skyworks or Qorvo might file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS. Buyers and safety holders can receive free copies of the Mergers Registration Assertion and Proxy Assertion/Prospectus and different paperwork containing necessary details about Skyworks, Qorvo and the Mergers filed with the SEC via the web site maintained by the SEC at http://www.sec.gov. The paperwork filed by Skyworks with the SEC additionally could also be obtained freed from cost at Skyworks’ web site at https://www.skyworksinc.com/investors or upon written request to Skyworks at investor.relations@skyworksinc.com. The paperwork filed by Qorvo with the SEC additionally could also be obtained freed from cost at Qorvo’s web site at https://ir.qorvo.com/ or upon written request to Qorvo at investor-relations@qorvo.com.