SKYWORKS SOLUTIONS, INC.

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PROXY STATEMENT SUMMARY

This summary highlights financial and other accomplishments during our fiscal year ended October 3, 2025 (“fiscal year 2025”), as well as information generally contained elsewhere in this Proxy Statement.

This summary does not contain all of the information that you should consider in advance of the 2026 Annual Meeting of Stockholders, and we encourage you to read the entire Proxy Statement before voting your shares.

2026 Annual Meeting of Stockholders

Matters to be Voted Upon

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Your vote is very important to us. Please cast your vote on all of the proposals to ensure that your shares are represented.

Financial Highlights from Fiscal Year 2025

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For the fiscal year ended October 3, 2025 (“fiscal year 2025”), the Company achieved solid operational and financial performance, reflecting the durability of our business model. Throughout the year, we prioritized targeted investments in high-growth segments and continued expanding and diversifying our customer relationships. These efforts enhance our ability to capitalize on a broad set of opportunities fueled by favorable long-term market dynamics.

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Delivered net revenue of$4.1 billion

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Achieved operating margin of 12.2% on a GAAP basis (24.4% on a non-GAAP basis)(1)

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Posted diluted earnings per share of$3.08 on a GAAP basis ($5.93 on a non-GAAP basis)(1)

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Generated annual operating cash flow of$1.301 billion, or 32% operating cash flow margin, and free cash flow(1) of$1.106 billion, or 27% free cash flow margin(1)

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Raised our quarterly dividend from$0.70 per share to$0.71 per share

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Returned approximately$1.263 billion to stockholders through share repurchases and dividends

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(1)

Please see table on page 109 for a full reconciliation of non-GAAP results to GAAP results. The term “GAAP” means United States Generally Accepted Accounting Principles.

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Other Accomplishments from Fiscal Year 2025

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Throughout fiscal year 2025, our high-performance RF, precision timing, power, and mixed-signal technologies enabled smart, seamless connectivity across many of today’s most important devices and systems. Our products helped power smartphones, Wi-Fi networks, software-defined vehicles, industrial automation, aerospace platforms, data centers, and emerging AI applications at the edge. Highlights from the year included:

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Announced merger with Qorvo, Inc. to create a U.S.-based leader in high-performance RF, analog and mixed-signal solutions

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Secured 5G content across premium Android smartphones

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Announced ultra-low jitter clock buffers for high-speed Ethernet and PCIe Gen 7 connectivity, enabling AI, cloud computing, and 5G/6G network applications

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Expanded Wi-Fi 7 portfolio traction across enterprise access points, consumer routers and home mesh networking, broadening adoption across enterprise, networking and home connectivity platforms

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Captured new automotive programs and key design wins spanning 5G telematics and in-vehicle infotainment platforms

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(2)

Please see table on page 109 for a full reconciliation of non-GAAP results to GAAP results.

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Our Director Nominees

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Nine nominees, each of whom currently serves as a director, have been nominated for election to our Board of Directors (the “Board”) to serve until the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and until their successors are elected and qualified or until their earlier resignation or removal. Additional information on each nominee may be found below under “Election of Directors.” The following table lists the nine nominees, their age, the year such nominees were first elected as directors of the Company, their principal occupation, their independence status, their Board committee membership(s) as of March 1, 2026, and the number of other public company boards on which they serve.

“AC” indicates Audit Committee, “CTC” indicates Compensation and Talent Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “(C)” indicates Committee Chair.

The nine director nominees standing for reelection to the Board have diverse backgrounds, skills, and experiences, and the average director tenure is approximately ten and a half years. We believe their varied backgrounds, skills, and experiences contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior management team.

Corporate Governance Highlights

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The Company has a proven track record of sound and effective corporate governance practices and policies, including those highlighted below.

Compensation Highlights

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Under our pay-for-performance philosophy, we believe that executive compensation should be strongly aligned with the interests of our long-term stockholders. As a result, a substantial portion of the annual compensation for our executives is tied to Company performance and stock price performance. The charts below show the total direct compensation mix for fiscal year 2025 for Mr. Brace, our Chief Executive Officer, and the average for our other named executive officers for fiscal year 2025* (the “Other Named Executive Officers”), in each case reflecting actual salary, short-term incentive award, and the grant date fair value of long-term stock-based compensation awards.

Excludes Mr. Sennesael, who ceased serving as Senior Vice President and Chief Financial Officer on May 9, 2025, and Mr. Schriesheim, who ceased serving as Interim Chief Financial Officer on September 8, 2025.

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If the Brace New Hire PSA were excluded, the total percentage tied to “At Risk” would be 93%, the total percentage tied to “Subject to Performance Metrics” would be 60%, the total percentage tied to “Long-Term Stock-Based Incentive” would be 76%, and the breakdown by types of compensation changes to: 7% Base Salary, 17% Short-Term Incentive, 33% Restricted Stock Units, and 43% Performance Shares. Excludes Mr. Griffin, who ceased serving as Chief Executive Officer and President on February 17, 2025.

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Select Changes for Fiscal Year 2026

For the Company’s fiscal year ending October 2, 2026 (“fiscal year 2026”), the Compensation and Talent Committee made several changes to our executive compensation program, many of which were in response to feedback from stockholders and all were in consideration of our business priorities. For example, all of the performance share awards (‘‘PSA”) granted for fiscal year 2026 will cliff vest at the end of a three-year vesting period subject to the achievement of applicable performance metrics, instead of a combination of two and three-year vesting periods for the various performance metrics. Full detail of all decisions for fiscal year 2026 will be included in our 2027 proxy statement.

Stockholder Engagement

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Engagement with the Company’s stockholders is a critical part of our commitment to good corporate governance, and we regularly conduct outreach to our stockholders to understand their perspectives on various matters. Most recently, we engaged in formal stockholder outreach following the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and through February 2026. We conducted outreach to nineteen of our largest institutional stockholders representing approximately 60% of the Company’s shares outstanding. Stockholders representing approximately 49% of the Company’s shares outstanding responded to the outreach, and we held engagement meetings with those stockholders who wanted to meet, representing approximately 18% of the Company’s outstanding shares. Our Chairman of the Board was actively involved in stockholder engagement.

During these conversations, institutional stockholders were interested in discussing a range of topics, including our Chief Executive Officer transition in February 2025, the composition of the Board, business performance and strategy, our efforts to eliminate the supermajority vote provisions from our Restated Certificate of Incorporation, and our sustainability program. A summary of the stockholder engagement was provided to the Board.