NASDAQ:QRVO

Skyworks Solutions filed a Form 8-K providing updates on its planned merger with Qorvo, confirming that both companies will hold special shareholder meetings on February 11, 2026, to vote on the transaction. The filing also discloses that two lawsuits and several shareholder demand letters have been filed alleging disclosure deficiencies related to the merger, which Skyworks and Qorvo say are without merit. To avoid delays and litigation costs, the companies are voluntarily supplementing their joint proxy statement with additional financial and valuation details, while continuing to deny any wrongdoing. The merger process remains subject to shareholder and regulatory approvals.
Qorvo reported fiscal third-quarter 2026 results showing solid profitability, supported by broad-based demand across key end markets. Revenue for the December quarter totaled $993.0 million, with GAAP diluted earnings per share of $1.75 and non-GAAP EPS of $2.17. Non-GAAP gross margin improved to 49.1%, reflecting continued progress in cost control and productivity initiatives.

Management highlighted year-over-year growth across all operating segments, driven by strength in automotive components, consumer and enterprise Wi-Fi, defense and aerospace, base stations, and power management. Looking ahead, Qorvo guided for March-quarter revenue of about $800 million, citing seasonal softness at its largest customer and ongoing restructuring of its Android business, while expecting non-GAAP gross margin of 48%–49% and EPS of around $1.20.
Qorvo Amends Bylaws to Allow Shareholder-Requested Special Meetings

May 20, 2025 – Greensboro, NC – Qorvo, Inc. (Nasdaq: QRVO) announced that its Board of Directors has adopted the Third Amended and Restated Bylaws, effective May 16, 2025. The key update allows shareholders to request the calling of a special meeting, a right not previously granted under the company’s prior bylaws.

Under the new provision, a special meeting may be called at the written request of stockholders (or beneficial owners) who collectively hold at least 25% of the voting power of Qorvo’s outstanding common shares entitled to vote on the matters proposed for the meeting. Requesting shareholders must also comply with the procedures outlined in the updated bylaws.
This change aligns Qorvo with evolving corporate governance trends, enhancing shareholder rights and engagement.
Qorvo Appoints New Committee Members to Its Board

Qorvo has amended a prior disclosure to announce specific committee roles for two recently appointed board members. Richard L. Clemmer has joined the Compensation Committee, while Chris Koopmans has been named to the Audit Committee. These appointments were finalized following their earlier addition to the Board of Directors. No other changes were made to the original filing. The company also plans to solicit shareholder votes for board nominees and other proposals in its upcoming annual meeting, encouraging all stockholders to review the official proxy materials once available.
Qorvo Q4 Fiscal 2025 Earnings Summary

Qorvo reported better-than-expected earnings for Q4 FY2025, with solid free cash flow, improved gross margins, and strong performance in its HPA segment, despite a year-over-year decline in overall revenue. The company beat its EPS guidance by a wide margin and is focused on operational efficiency and strategic diversification.

Financial Highlights (Q4 FY2025 vs. Q4 FY2024)
GAAP Revenue: $869.5M (▼7.6% YoY)

GAAP Gross Margin: 42.2% (▲1.6 pts)

GAAP Operating Income: $28.2M vs. $30.0M

GAAP Net Income: $31.4M vs. $2.7M

GAAP EPS (Diluted): $0.33 vs. $0.03

Non-GAAP Gross Margin: 45.9% (▲3.4 pts YoY)

Non-GAAP Operating Income: $151.8M (▲$4.6M YoY)

Non-GAAP EPS: $1.42 (▲$0.03 YoY)

Free Cash Flow: $170.7M, with $485M generated in FY2025

Cash & Equivalents: $1.02B (flat YoY)

Segment Performance (Q4 FY2025)
HPA (High Performance Analog):

Revenue: $187.9M (▲14.2% YoY)

Operating Margin: 31.1% (▲12 pts YoY)

CSG (Connectivity & Sensors):

Revenue: $101.3M (▼17.5% YoY)

Operating Loss: -$15.6M

ACG (Advanced Cellular):

Revenue: $580.3M (▼11.2% YoY)

Operating Margin: 18.9%

Fiscal Year 2025 Full-Year Results
Revenue: $3.72B (▼1.3% YoY)

GAAP Net Income: $55.6M vs. Net Loss of $70.3M in FY2024

Non-GAAP Operating Income (Q4): 17.5% of revenue

Gross Margin Expansion: Driven by product mix and cost discipline

Guidance for Q1 FY2026 (June 2025 Quarter)
Revenue: ~$775M ± $25M

Non-GAAP Gross Margin: 42% – 44%

Non-GAAP EPS: $0.50 – $0.75

Summary:
Qorvo ended fiscal 2025 on a strong note, outperforming on EPS and margins despite weaker revenue. The HPA segment emerged as a growth driver, and the company remains committed to diversification and cost control amid macroeconomic uncertainties.
Qorvo Appoints Two New Independent Directors as Part of Board Refreshment Initiative

Richard L. Clemmer and Christopher R. Koopmans Join Board; David H. Y. Ho Retires

Qorvo® (Nasdaq: QRVO), a global leader in connectivity and power solutions, has expanded its Board of Directors with the appointment of Richard L. Clemmer and Christopher R. Koopmans as independent directors, effective immediately. Concurrently, David H. Y. Ho has stepped down from the Board, as previously planned.

These changes mark a strategic step in Qorvo's broader board refreshment process, aimed at strengthening governance through the addition of directors with deep industry and operational expertise. With these appointments, Qorvo’s Board now consists of nine directors, eight of whom are independent, and one-third of the Board has joined within the past six months.

Clemmer, a veteran of the semiconductor industry, is the former CEO of NXP Semiconductors and brings decades of experience leading global transformation, driving growth, and overseeing complex strategic initiatives. Koopmans, currently COO at Marvell Technology, offers a strong background in corporate scaling, M&A integration, and operational leadership across multiple growth-focused technology platforms.

Board Chair Dr. Walden C. Rhines praised the appointments:

“Rick and Chris add critical perspectives and skillsets that align with Qorvo’s strategic priorities. Their leadership will be instrumental as we pursue margin expansion, operational excellence, and sustained shareholder value.”

Clemmer remarked:

“Qorvo is poised for significant growth, and I’m eager to support the management team and board in executing the company’s strategic roadmap.”

Koopmans added:

“I’m honored to join Qorvo during this pivotal phase and look forward to contributing to the company’s continued success and innovation.”

In acknowledging David H. Y. Ho’s retirement, Dr. Rhines stated:

“David’s insights and contributions over the years have been invaluable. We thank him for his dedicated service and wish him well in the future.”
Qorvo announced its fiscal 2025 third-quarter results, reporting revenue of $916.3 million. On a GAAP basis, gross margin was 42.7%, operating income was $53.0 million, and diluted earnings per share were $0.43. On a non-GAAP basis, gross margin was 46.5%, operating income was $177.9 million, and diluted earnings per share were $1.61.

CEO Bob Bruggeworth highlighted strategic initiatives to expand margins and increase shareholder value. The company’s largest customer accounted for about 50% of sales. Growth was seen in the high-performance analog (HPA) segment, with record revenue in defense and aerospace. The company expects double-digit growth in HPA and connectivity and sensors (CSG) for fiscal 2025 and beyond.

CFO Grant Brown noted that Qorvo exceeded midpoint guidance for revenue, gross margin, and EPS. The company took steps to optimize its Android business, reducing operating expenses and divesting its silicon carbide business. These moves are expected to improve gross margins in fiscal 2026 and 2027.

For the next quarter, Qorvo forecasts revenue of approximately $850 million, a non-GAAP gross margin between 43% and 44%, and diluted earnings per share between $0.90 and $1.10.
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04-20-26The Investor