[10-Q] Qorvo, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Orrstown Financial Services (ORRF) President & CEO Thomas R. Quinn Jr. has filed a Form 4 for a 28 Jul 2025 transaction. A Code F line shows 6,598 restricted shares disposed at $34.55 (鈮� $228 k) to cover withholding taxes triggered by vesting; this is not an open-market sale.
Post-transaction, Quinn still holds 8,918 time-vested restricted shares, 30,116 performance-based RSUs, and 86,453 common shares (62,621 jointly with his spouse)鈥攔oughly 125 k shares in total. No derivative securities were traded or granted. The event is routine and does not materially alter insider alignment with shareholders.
Thomas R. Quinn Jr., Presidente e CEO di Orrstown Financial Services (ORRF), ha presentato un Modulo 4 per una transazione del 28 luglio 2025. Una riga Codice F indica la cessione di 6.598 azioni vincolate a 34,55 $ (circa 228 mila $) per coprire le imposte da ritenuta generate dalla maturazione; non si tratta di una vendita sul mercato aperto.
Dopo la transazione, Quinn detiene ancora 8.918 azioni vincolate a tempo, 30.116 RSU basate sulle performance e 86.453 azioni ordinarie (di cui 62.621 congiuntamente con la moglie), per un totale di circa 125 mila azioni. Non sono stati negoziati o assegnati strumenti derivati. L鈥檈vento 猫 di natura ordinaria e non modifica sostanzialmente l鈥檃llineamento degli insider con gli azionisti.
Thomas R. Quinn Jr., Presidente y CEO de Orrstown Financial Services (ORRF), ha presentado un Formulario 4 para una transacci贸n del 28 de julio de 2025. Una l铆nea de C贸digo F muestra la disposici贸n de 6.598 acciones restringidas a $34.55 (aproximadamente $228 mil) para cubrir impuestos retenidos generados por la consolidaci贸n; esto no es una venta en el mercado abierto.
Despu茅s de la transacci贸n, Quinn todav铆a posee 8.918 acciones restringidas por tiempo, 30.116 RSU basadas en desempe帽o y 86.453 acciones comunes (62.621 en conjunto con su c贸nyuge), sumando aproximadamente 125 mil acciones en total. No se negociaron ni otorgaron valores derivados. El evento es rutinario y no altera materialmente la alineaci贸n de los insiders con los accionistas.
Orrstown Financial Services(ORRF)鞚� 靷灔 瓴� CEO鞚� Thomas R. Quinn Jr.電� 2025雲� 7鞗� 28鞚� 瓯半灅鞐� 雽�頃� Form 4毳� 鞝滌稖頄堨姷雼堧嫟. 旖旊摐 F 顷鞐愲姅 6,598欤� 鞝滍暅 欤检嫕鞚� $34.55(鞎� 22毵� 8觳� 雼煬)鞐� 觳橂秳霅橃柎 氩犾姢韺呾溂搿� 鞚疙暅 鞗愳矞歆曥垬靹鸽ゼ 於╇嫻頄堨潓鞚� 雮橅儉雮措┌, 鞚措姅 瓿店皽 鞁滌灔 毵る弰臧� 鞎勲嫏雼堧嫟.
瓯半灅 頉� Quinn鞚� 鞐爠頌� 8,918欤� 鞁滉皠 旮半皹 鞝滍暅 欤检嫕, 30,116欤� 靹标臣 旮半皹 RSU, 攴鸽Μ瓿� 86,453欤� 氤错喌欤�(攴胳 62,621欤茧姅 氚办毎鞛愳檧 瓿惦彊 氤挫湢)毳� 氤挫湢頃橁碃 鞛堨溂氅� 齑� 鞎� 12毵� 5觳� 欤�鞐� 雼暕雼堧嫟. 韺岇儩 歃濌秾鞚� 瓯半灅霅橁卑雮� 攵�鞐悩歆� 鞎婌晿鞀惦媹雼�. 鞚� 靷贝鞚� 鞚检儊鞝侅澑 瓴冹溂搿� 雮措秬鞛愳檧 欤检＜ 臧勳潣 鞝曤牞鞐� 鞁れ鞝侅澑 氤�頇旊ゼ 欤检 鞎婌姷雼堧嫟.
Thomas R. Quinn Jr., Pr茅sident et CEO d'Orrstown Financial Services (ORRF), a d茅pos茅 un formulaire 4 pour une transaction du 28 juillet 2025. Une ligne Code F indique la cession de 6 598 actions restreintes 脿 34,55 $ (environ 228 000 $) pour couvrir les imp么ts retenus 脿 la source d茅clench茅s par la lev茅e des restrictions ; il ne s'agit pas d'une vente sur le march茅 libre.
Apr猫s la transaction, Quinn d茅tient toujours 8 918 actions restreintes 脿 茅ch茅ance temporelle, 30 116 RSU bas茅es sur la performance et 86 453 actions ordinaires (dont 62 621 en commun avec son 茅pouse), soit environ 125 000 actions au total. Aucun titre d茅riv茅 n'a 茅t茅 n茅goci茅 ou attribu茅. Cet 茅v茅nement est routinier et ne modifie pas de mani猫re significative l'alignement des initi茅s avec les actionnaires.
Thomas R. Quinn Jr., Pr盲sident und CEO von Orrstown Financial Services (ORRF), hat ein Formular 4 f眉r eine Transaktion am 28. Juli 2025 eingereicht. Eine Code F-Zeile zeigt die Ver盲u脽erung von 6.598 eingeschr盲nkten Aktien zu 34,55 $ (ca. 228.000 $), um die durch die Vesting ausgel枚sten Quellensteuern zu decken; dies ist kein Verkauf am offenen Markt.
Nach der Transaktion h盲lt Quinn weiterhin 8.918 zeitlich beschr盲nkte Aktien, 30.116 leistungsbasierte RSUs und 86.453 Stammaktien (davon 62.621 gemeinsam mit seiner Ehefrau) 鈥� insgesamt etwa 125.000 Aktien. Es wurden keine Derivate gehandelt oder gew盲hrt. Das Ereignis ist routinem盲脽ig und 盲ndert die Ausrichtung des Insiders gegen眉ber den Aktion盲ren nicht wesentlich.
Positive
- CEO retains roughly 125 k shares, continuing a meaningful ownership stake that aligns management interests with shareholders
Negative
- 6,598 shares were surrendered at $34.55, reducing direct holdings, though transaction was tax-related and not discretionary
Insights
TL;DR: Routine tax-withholding disposal; CEO retains sizeable stake, neutral for valuation.
The Code F classification indicates the shares were surrendered solely to satisfy payroll-tax obligations on vested awards. At 鈮� $228 k, the disposal is <1 % of the CEO鈥檚 total holdings and is not an open-market signal. No options were exercised, and aggregate insider ownership remains robust, supporting continued alignment. Market impact should be negligible unless compounded by further sales.
TL;DR: Governance-neutral filing; maintains strong insider ownership posture.
Quinn鈥檚 ownership after the event still exceeds 2 % of outstanding shares (estimate), well above typical alignment thresholds. Code F disposals are viewed as administrative rather than discretionary, so no governance red flags arise. Investors should monitor future Form 4s for pattern changes, but this single filing is procedurally routine.
Thomas R. Quinn Jr., Presidente e CEO di Orrstown Financial Services (ORRF), ha presentato un Modulo 4 per una transazione del 28 luglio 2025. Una riga Codice F indica la cessione di 6.598 azioni vincolate a 34,55 $ (circa 228 mila $) per coprire le imposte da ritenuta generate dalla maturazione; non si tratta di una vendita sul mercato aperto.
Dopo la transazione, Quinn detiene ancora 8.918 azioni vincolate a tempo, 30.116 RSU basate sulle performance e 86.453 azioni ordinarie (di cui 62.621 congiuntamente con la moglie), per un totale di circa 125 mila azioni. Non sono stati negoziati o assegnati strumenti derivati. L鈥檈vento 猫 di natura ordinaria e non modifica sostanzialmente l鈥檃llineamento degli insider con gli azionisti.
Thomas R. Quinn Jr., Presidente y CEO de Orrstown Financial Services (ORRF), ha presentado un Formulario 4 para una transacci贸n del 28 de julio de 2025. Una l铆nea de C贸digo F muestra la disposici贸n de 6.598 acciones restringidas a $34.55 (aproximadamente $228 mil) para cubrir impuestos retenidos generados por la consolidaci贸n; esto no es una venta en el mercado abierto.
Despu茅s de la transacci贸n, Quinn todav铆a posee 8.918 acciones restringidas por tiempo, 30.116 RSU basadas en desempe帽o y 86.453 acciones comunes (62.621 en conjunto con su c贸nyuge), sumando aproximadamente 125 mil acciones en total. No se negociaron ni otorgaron valores derivados. El evento es rutinario y no altera materialmente la alineaci贸n de los insiders con los accionistas.
Orrstown Financial Services(ORRF)鞚� 靷灔 瓴� CEO鞚� Thomas R. Quinn Jr.電� 2025雲� 7鞗� 28鞚� 瓯半灅鞐� 雽�頃� Form 4毳� 鞝滌稖頄堨姷雼堧嫟. 旖旊摐 F 顷鞐愲姅 6,598欤� 鞝滍暅 欤检嫕鞚� $34.55(鞎� 22毵� 8觳� 雼煬)鞐� 觳橂秳霅橃柎 氩犾姢韺呾溂搿� 鞚疙暅 鞗愳矞歆曥垬靹鸽ゼ 於╇嫻頄堨潓鞚� 雮橅儉雮措┌, 鞚措姅 瓿店皽 鞁滌灔 毵る弰臧� 鞎勲嫏雼堧嫟.
瓯半灅 頉� Quinn鞚� 鞐爠頌� 8,918欤� 鞁滉皠 旮半皹 鞝滍暅 欤检嫕, 30,116欤� 靹标臣 旮半皹 RSU, 攴鸽Μ瓿� 86,453欤� 氤错喌欤�(攴胳 62,621欤茧姅 氚办毎鞛愳檧 瓿惦彊 氤挫湢)毳� 氤挫湢頃橁碃 鞛堨溂氅� 齑� 鞎� 12毵� 5觳� 欤�鞐� 雼暕雼堧嫟. 韺岇儩 歃濌秾鞚� 瓯半灅霅橁卑雮� 攵�鞐悩歆� 鞎婌晿鞀惦媹雼�. 鞚� 靷贝鞚� 鞚检儊鞝侅澑 瓴冹溂搿� 雮措秬鞛愳檧 欤检＜ 臧勳潣 鞝曤牞鞐� 鞁れ鞝侅澑 氤�頇旊ゼ 欤检 鞎婌姷雼堧嫟.
Thomas R. Quinn Jr., Pr茅sident et CEO d'Orrstown Financial Services (ORRF), a d茅pos茅 un formulaire 4 pour une transaction du 28 juillet 2025. Une ligne Code F indique la cession de 6 598 actions restreintes 脿 34,55 $ (environ 228 000 $) pour couvrir les imp么ts retenus 脿 la source d茅clench茅s par la lev茅e des restrictions ; il ne s'agit pas d'une vente sur le march茅 libre.
Apr猫s la transaction, Quinn d茅tient toujours 8 918 actions restreintes 脿 茅ch茅ance temporelle, 30 116 RSU bas茅es sur la performance et 86 453 actions ordinaires (dont 62 621 en commun avec son 茅pouse), soit environ 125 000 actions au total. Aucun titre d茅riv茅 n'a 茅t茅 n茅goci茅 ou attribu茅. Cet 茅v茅nement est routinier et ne modifie pas de mani猫re significative l'alignement des initi茅s avec les actionnaires.
Thomas R. Quinn Jr., Pr盲sident und CEO von Orrstown Financial Services (ORRF), hat ein Formular 4 f眉r eine Transaktion am 28. Juli 2025 eingereicht. Eine Code F-Zeile zeigt die Ver盲u脽erung von 6.598 eingeschr盲nkten Aktien zu 34,55 $ (ca. 228.000 $), um die durch die Vesting ausgel枚sten Quellensteuern zu decken; dies ist kein Verkauf am offenen Markt.
Nach der Transaktion h盲lt Quinn weiterhin 8.918 zeitlich beschr盲nkte Aktien, 30.116 leistungsbasierte RSUs und 86.453 Stammaktien (davon 62.621 gemeinsam mit seiner Ehefrau) 鈥� insgesamt etwa 125.000 Aktien. Es wurden keine Derivate gehandelt oder gew盲hrt. Das Ereignis ist routinem盲脽ig und 盲ndert die Ausrichtung des Insiders gegen眉ber den Aktion盲ren nicht wesentlich.
Table of Contents
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 28, 2025
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (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 | ||||||||||||
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.
| 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 23, 2025, there were 92,654,264 shares of the registrant’s common stock outstanding.
Table of Contents
QORVO, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page | |||||
PART I — FINANCIAL INFORMATION | |||||
Item 1. Financial Statements (Unaudited). | |||||
Condensed Consolidated Balance Sheets | 4 | ||||
Condensed Consolidated Statements of Income | 5 | ||||
Condensed Consolidated Statements of Comprehensive Income (Loss) | 6 | ||||
Condensed Consolidated Statements of Stockholders' Equity | 7 | ||||
Condensed Consolidated Statements of Cash Flows | 8 | ||||
Notes to Condensed Consolidated Financial Statements | 9 | ||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. | 17 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk. | 24 | ||||
Item 4. Controls and Procedures. | 24 | ||||
PART II — OTHER INFORMATION | |||||
Item 1A. Risk Factors. | 25 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. | 25 | ||||
Item 5. Other Information. | 25 | ||||
Item 6. Exhibits. | 26 | ||||
SIGNATURES | 27 | ||||
3
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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| June 28, 2025 | March 29, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net of allowances of $285 and $309 as of June 28, 2025 and March 29, 2025, respectively | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Other receivables | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net of accumulated depreciation of $1,879,567 and $1,845,365 as of June 28, 2025 and March 29, 2025, respectively | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Long-term investments | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingent liabilities (Note 7) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $.0001 par value; 5,000 shares authorized; no shares issued and outstanding | |||||||||||
| Common stock and additional paid-in capital, $.0001 par value; 405,000 shares authorized; 92,798 and 92,920 shares issued and outstanding at June 28, 2025 and March 29, 2025, respectively | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
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QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Revenue | $ | $ | |||||||||
| Cost of goods sold | |||||||||||
| Gross profit | |||||||||||
| Operating expenses: | |||||||||||
| Research and development | |||||||||||
| Marketing and selling | |||||||||||
| General and administrative | |||||||||||
| Other operating expense | |||||||||||
| Total operating expenses | |||||||||||
| Operating income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other income, net | |||||||||||
| Income (loss) before income taxes | ( | ||||||||||
| Income tax (expense) benefit | ( | ||||||||||
| Net income | $ | $ | |||||||||
| Net income per share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted-average shares of common stock outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
Table of Contents
QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
| Three Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term investment nature | ( | ||||||||||
| Reclassification adjustments, net of tax: | |||||||||||
| Amortization of pension actuarial gain | ( | ||||||||||
| Other comprehensive income (loss) | ( | ||||||||||
| Total comprehensive income (loss) | $ | $ | ( | ||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
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QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)
| Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | ||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||
| Three Months Ended | Shares | Amount | Total | ||||||||||||||||||||||||||
| Balance, March 29, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Net income | — | ||||||||||||||||||||||||||||
| Other comprehensive income | — | ||||||||||||||||||||||||||||
| Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes | ( | ( | |||||||||||||||||||||||||||
| Issuance of common stock in connection with employee stock purchase plan | |||||||||||||||||||||||||||||
| Repurchase of common stock, including transaction costs and excise tax | ( | ( | ( | ||||||||||||||||||||||||||
| Stock-based compensation | — | ||||||||||||||||||||||||||||
| Balance, June 28, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Balance, March 30, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Net income | — | ||||||||||||||||||||||||||||
| Other comprehensive loss | — | ( | ( | ||||||||||||||||||||||||||
| Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes | ( | ( | |||||||||||||||||||||||||||
| Issuance of common stock in connection with employee stock purchase plan | |||||||||||||||||||||||||||||
| Repurchase of common stock, including transaction costs and excise tax | ( | ( | ( | ||||||||||||||||||||||||||
| Stock-based compensation | — | ||||||||||||||||||||||||||||
| Balance, June 29, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
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QORVO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Intangible assets amortization | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Stock-based compensation expense | |||||||||||
| Other, net | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ||||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||
| Income taxes payable and receivable | ( | ( | |||||||||
| Other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Proceeds from sale of business | |||||||||||
| Other investing activities | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repurchase of common stock, including transaction costs | ( | ( | |||||||||
| Proceeds from the issuance of common stock | |||||||||||
| Tax withholding paid on behalf of employees for restricted stock units | ( | ( | |||||||||
| Repurchase of debt | ( | ||||||||||
| Net proceeds from sale of inventory subject to repurchase | |||||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at the beginning of the period | |||||||||||
| Cash and cash equivalents at the end of the period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Capital expenditures included in liabilities | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
8
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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
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. 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 29, 2025.
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 2026 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 years 2026 and 2025 are 52-week years, with each fiscal quarter consisting of 13 weeks.
2. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-09, “Improvements to Income Tax Disclosures” ("ASU 2023-09"), which requires enhanced disclosures related to income taxes. The amendments in this ASU require a public entity to disclose specified additional information in its income tax rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold. The amendments in this ASU will also require the Company to disaggregate its taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company will provide the required disclosures of ASU 2023-09 in its fiscal 2026 annual report.
3. INVENTORIES
The components of inventories, net of reserves, are as follows (in thousands):
| June 28, 2025 | March 29, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
4. INTANGIBLE ASSETS
The following table summarizes information regarding the gross carrying amounts and accumulated amortization of intangible assets (in thousands):
| June 28, 2025 | March 29, 2025 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||
| Developed technology | $ | $ | $ | $ | |||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||
| Technology licenses | |||||||||||||||||||||||
| Trade names | |||||||||||||||||||||||
| In-process research and development | N/A | N/A | |||||||||||||||||||||
Total (1) | $ | $ | $ | $ | |||||||||||||||||||
(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 28, 2025 | March 29, 2025 | ||||||||||
| 4.375% senior notes due 2029 | $ | $ | |||||||||
| 3.375% senior notes due 2031 | |||||||||||
| Unamortized premium and issuance costs, net | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
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 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
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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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 28, 2025, 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 28, 2025, 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 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
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.
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 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
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 28, 2025 was $823.0 million and $626.6 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 29, 2025 was $812.8 million and $613.5 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.
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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Interest Expense
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 28, 2025 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement. During the three months ended June 29, 2024, the Company recognized $17.7 million of interest expense, primarily related to the 1.750 % senior notes due 2024, the 2029 Notes and the 2031 Notes, which was partially offset by interest capitalized to property and equipment of $0.6 million.
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.
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). As of June 28, 2025, approximately $898.8 million remains authorized for repurchases under the current share repurchase program.
During the three months ended June 29, 2024, the Company repurchased approximately 1.2 million shares of its common stock for approximately $125.7 million (including transaction costs and excise tax) under its share repurchase program.
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 aggregate range of reasonably possible losses in excess of accrued liabilities, if any, associated with these unresolved legal matters is not material.
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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
8. REVENUE
Revenue by geographic region (based on the location of the customers' headquarters) is summarized as follows (in thousands):
| Three Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| United States | $ | $ | |||||||||
| China | |||||||||||
| Other Asia | |||||||||||
| Taiwan | |||||||||||
| Europe | |||||||||||
| Total revenue | $ | $ | |||||||||
The Company also disaggregates revenue by operating segments (refer to Note 10).
9. RESTRUCTURING
In fiscal 2025, the Company initiated actions to reduce operating expenses, streamline its manufacturing footprint and focus on opportunities that align with its long-term profitability objectives (the "2025 Restructuring Initiatives"). As part of these actions, the Company reduced its workforce related to its mass-market Android business, sold its silicon carbide power device business, cancelled certain multiyear projects to update the Company's core business systems, and began to seek strategic alternatives related to its microelectromechanical system-based sensing solutions business.
The following table summarizes the charges resulting from the 2025 Restructuring Initiatives during the three months ended June 28, 2025 (in thousands):
| Cost of Goods Sold | Other Operating Expense | Total | |||||||||||||||
| Contract termination and other costs | $ | $ | $ | ||||||||||||||
| One-time employee termination benefits | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
As of June 28, 2025, the Company has recorded cumulative expenses of approximately $59.3 million, $196.0 million, and $9.3 million for contract termination and other costs, asset impairment costs (including goodwill, intangible and other asset impairments, and gain on sale of business) and one-time employee termination benefits, respectively, as a result of the 2025 Restructuring Initiatives. The Company does not expect to incur additional material charges related to the 2025 Restructuring Initiatives.
The following table summarizes the liability activity related to the 2025 Restructuring Initiatives for the three months ended June 28, 2025 (in thousands):
| One-Time Employee Termination Benefits | Contract Termination and Other Costs | Total | |||||||||||||||
Accrued restructuring balance as of March 29, 2025 | $ | $ | $ | ||||||||||||||
| Costs incurred and charged to expense | |||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||
Accrued restructuring balance as of June 28, 2025 | $ | $ | $ | ||||||||||||||
During the three months ended June 29, 2024, the Company incurred $16.8 million in restructuring-related charges (which are included in "Other operating expense") in connection with an initiative that began in fiscal 2024 to divest its assembly and test operations in China. The sale of these operations was completed in the first quarter of fiscal 2025.
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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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, industrial and enterprise, and mobile 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.
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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following tables present details of the Company’s operating and reportable segments and a reconciliation of segment operating income (loss) to consolidated income (loss) before income taxes (in thousands):
| Three Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Revenue: | |||||||||||
| HPA | $ | $ | |||||||||
| CSG | |||||||||||
| ACG | |||||||||||
| Total revenue | $ | $ | |||||||||
| Segment expenses: | |||||||||||
| HPA | |||||||||||
| Cost of goods sold | $ | $ | |||||||||
| Research and development | |||||||||||
| Marketing and selling | |||||||||||
| General and administrative | |||||||||||
| Segment operating income | |||||||||||
| CSG | |||||||||||
| Cost of goods sold | |||||||||||
| Research and development | |||||||||||
| Marketing and selling | |||||||||||
| General and administrative | |||||||||||
| Segment operating loss | ( | ( | |||||||||
| ACG | |||||||||||
| Cost of goods sold | |||||||||||
| Research and development | |||||||||||
| Marketing and selling | |||||||||||
| General and administrative | |||||||||||
| Segment operating income | |||||||||||
| Total segment operating income | $ | $ | |||||||||
| Unallocated amounts: | |||||||||||
| Stock-based compensation expense | ( | ( | |||||||||
| Amortization of acquired intangible assets | ( | ( | |||||||||
Restructuring-related charges (1) | ( | ( | |||||||||
| Acquisition and integration-related costs | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Consolidated operating income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other income, net | |||||||||||
| Income (loss) before income taxes | $ | $ | ( | ||||||||
(1) Refer to Note 9 for additional information.
The unallocated amounts include operating expenses such as stock-based compensation expense; amortization of acquired intangible assets; restructuring-related charges; acquisition and integration-related costs; certain settlements, gains, losses and other charges; costs associated with upgrading certain of the Company's core business systems; and start-up costs. The
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QORVO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Company also does not allocate gains and losses from investments, interest expense, other income (expense), or taxes to operating segments. The Company does not allocate these expenses to its 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 $6.1 million for the three months ended June 28, 2025, and income tax benefit was $1.1 million for the three months ended June 29, 2024. The Company’s effective tax rate was 19.2 % and 157.2 % for the three months ended June 28, 2025 and June 29, 2024, respectively.
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 Global Intangible Low-Taxed Income ("GILTI"), partially offset by domestic tax credits generated.
The Company's effective tax rate for the three months ended June 29, 2024 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, GILTI, domestic tax credits generated and discrete tax charges. After consideration of pretax income taxed discretely in the period, the Company recognized a tax benefit associated with its ongoing operations and the quarter-to-date loss, which was partially offset by a $4.5 million discrete tax expense recorded during the three months ended June 29, 2024. The discrete tax expense primarily related to the tax effects of the sale of the Company's assembly and test operations in China.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA permanently extends multiple tax provisions of the 2017 Tax Cuts and Jobs Act, as well as repeals, modifies and introduces various other tax provisions. The legislation has various effective dates, with certain provisions expected to impact the Company's consolidated financial statements beginning with the period ending September 27, 2025. The Company is currently evaluating the provisions of the OBBBA and its impact to the Company.
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 28, 2025 | June 29, 2024 | ||||||||||
| Numerator: | |||||||||||
Numerator for basic and diluted net income per share — net income available to common stockholders | $ | $ | |||||||||
| Denominator: | |||||||||||
Denominator for basic net income per share — weighted-average shares | |||||||||||
| Effect of dilutive securities: | |||||||||||
| Stock-based awards | |||||||||||
Denominator for diluted net income per share — adjusted weighted-average shares and assumed conversions | |||||||||||
Basic net income per share | $ | $ | |||||||||
Diluted net income per share | $ | $ | |||||||||
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. An immaterial number of shares of outstanding stock-based awards were excluded from the computation of net income per share for the three months ended June 29, 2024, because the effect of their inclusion would have been anti-dilutive.
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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 on 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; 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; and volatility in the price of our common stock. 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 29, 2025, 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.
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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, 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 28, 2025.
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, industrial and enterprise, and mobile 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.
FIRST QUARTER FISCAL 2026 OVERVIEW
•Revenue for the first quarter of fiscal 2026 decreased 7.7% as compared to the first quarter of fiscal 2025, driven by our decision to strategically reduce our exposure in mass-market Android smartphones and narrow our focus to the flagship and premium tiers of smartphones. Revenue increased in defense and aerospace, as well as in infrastructure, driven by increased content in defense programs and broadband DOCSIS (Data Over Cable Service Interface Specification) 4.0 deployments as compared to the prior year.
•Gross margin increased to 40.5% for the first quarter of fiscal 2026 as compared to 37.5% for the first quarter of fiscal 2025, driven by improved product costs and lower inventory-related charges, while average selling-price erosion negatively impacted gross margin.
•Operating income was $30.1 million for the first quarter of fiscal 2026 as compared to $4.6 million for the first quarter of fiscal 2025.
•Net income per diluted share was $0.27 for the first quarter of fiscal 2026 as compared to $0.00 for the first quarter of fiscal 2025.
•Net cash provided by operating activities was $182.9 million for the first quarter of fiscal 2026 as compared to $81.1 million for the first quarter of fiscal 2025.
•Capital expenditures were $37.5 million for the first quarter of fiscal 2026 as compared to $38.2 million for the first quarter of fiscal 2025.
•We repurchased approximately 0.7 million shares of our common stock for approximately $50.0 million.
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RESULTS OF OPERATIONS
Consolidated
The following tables present a summary of our results of operations (in thousands, except percentages):
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| June 28, 2025 | % of Revenue | June 29, 2024 | % of Revenue | Increase (Decrease) | Percentage Change | ||||||||||||||||||||||||||||||
| Revenue | $ | 818,778 | 100.0 | % | $ | 886,671 | 100.0 | % | $ | (67,893) | (7.7) | % | |||||||||||||||||||||||
| Cost of goods sold | 486,976 | 59.5 | 554,367 | 62.5 | (67,391) | (12.2) | |||||||||||||||||||||||||||||
| Gross profit | 331,802 | 40.5 | 332,304 | 37.5 | (502) | (0.2) | |||||||||||||||||||||||||||||
| Research and development | 179,244 | 21.9 | 187,602 | 21.2 | (8,358) | (4.5) | |||||||||||||||||||||||||||||
| Marketing and selling | 56,891 | 6.9 | 59,816 | 6.8 | (2,925) | (4.9) | |||||||||||||||||||||||||||||
| General and administrative | 50,998 | 6.2 | 55,107 | 6.2 | (4,109) | (7.5) | |||||||||||||||||||||||||||||
| Other operating expense | 14,583 | 1.8 | 25,173 | 2.8 | (10,590) | (42.1) | |||||||||||||||||||||||||||||
| Operating income | $ | 30,086 | 3.7 | % | $ | 4,606 | 0.5 | % | $ | 25,480 | 553.2 | % | |||||||||||||||||||||||
The decrease in consolidated revenue resulted from decreases in revenue of $71.1 million and $4.7 million in ACG and CSG, respectively, and an increase in revenue of $7.9 million in HPA, which are further discussed in our Operating Segments results below.
The increase in gross margin was driven by improved product costs and lower inventory-related charges, while average selling-price erosion negatively impacted gross margin.
The decrease in research and development expense was driven by an $8.5 million decrease in product development costs related to mass-market Android smartphones.
The decrease in marketing and selling expense was driven by a $2.3 million decrease in amortization expense due to the expiration of useful lives of certain acquired intangible assets.
The decrease in general and administrative expense was driven by a $4.6 million decrease in professional fees.
The decrease in other operating expense was driven by lower restructuring-related charges. Refer to Note 9 of the Notes to Condensed Consolidated Financial Statements for additional information on restructuring-related charges.
Operating Segments
High Performance Analog
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands, except percentages) | June 28, 2025 | June 29, 2024 | Dollar Change | Percentage Change | ||||||||||||||||||||||
| Revenue | $ | 137,395 | $ | 129,468 | $ | 7,927 | 6.1 | % | ||||||||||||||||||
| Operating income | 21,582 | 4,881 | 16,701 | 342.2 | ||||||||||||||||||||||
Operating income as a % of revenue | 15.7 | % | 3.8 | % | ||||||||||||||||||||||
The $7.9 million increase in HPA revenue was attributable to a $20.0 million increase in revenue from defense and aerospace, and infrastructure. These revenue increases were driven by increased content in defense programs and broadband DOCSIS 4.0 deployments as compared to the prior year. HPA results for the three months ended June 29, 2024 included $8.9 million in revenue from our silicon carbide ("SiC") power device business (which was sold in January 2025).
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The increase in HPA operating income was driven by improved product costs, favorable product mix and lower inventory charges. HPA results for the three months ended June 29, 2024 included an operating loss of $5.7 million from the SiC power device business (which was sold in January 2025).
Connectivity and Sensors Group
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands, except percentages) | June 28, 2025 | June 29, 2024 | Dollar Change | Percentage Change | ||||||||||||||||||||||
| Revenue | $ | 110,153 | $ | 114,853 | $ | (4,700) | (4.1) | % | ||||||||||||||||||
| Operating loss | (7,533) | (19,501) | 11,968 | 61.4 | ||||||||||||||||||||||
Operating loss as a % of revenue | (6.8) | % | (17.0) | % | ||||||||||||||||||||||
The $4.7 million decrease in CSG revenue was attributable primarily to a $4.0 million decrease in revenue for our ultra-wideband solutions and automotive connectivity products.
The decrease in CSG operating loss was driven by improved product costs and favorable product mix.
Advanced Cellular Group
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands, except percentages) | June 28, 2025 | June 29, 2024 | Dollar Change | Percentage Change | ||||||||||||||||||||||
| Revenue | $ | 571,230 | $ | 642,350 | $ | (71,120) | (11.1) | % | ||||||||||||||||||
| Operating income | 97,934 | 116,449 | (18,515) | (15.9) | ||||||||||||||||||||||
Operating income as a % of revenue | 17.1 | % | 18.1 | % | ||||||||||||||||||||||
The $71.1 million decrease in ACG revenue was driven by our decision to strategically reduce our exposure in mass-market Android smartphones and narrow our focus to the flagship and premium tiers of smartphones.
The decrease in ACG operating income was driven by lower revenue, partially offset by a decrease in operating expenses of $13.7 million. The decrease in operating expenses was driven by the reduction in product development costs related to mass-market Android smartphones.
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 28, 2025 and June 29, 2024.
INTEREST, OTHER INCOME AND INCOME TAXES
| Three Months Ended | |||||||||||
| (In thousands) | June 28, 2025 | June 29, 2024 | |||||||||
| Interest expense | $ | (18,787) | $ | (17,094) | |||||||
| Other income, net | 20,386 | 11,765 | |||||||||
| Income tax (expense) benefit | (6,091) | 1,137 | |||||||||
Interest expense
During the three months ended June 28, 2025, we recorded interest expense primarily related to our 4.375% senior notes due 2029 (the "2029 Notes") and our 3.375% senior notes due 2031 (the "2031 Notes" and together with the 2029 Notes, the "Notes"). During the three months ended June 29, 2024, we recorded interest expense primarily related to our 1.750% senior notes due 2024 (the "2024 Notes"), 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 28, 2025 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement.
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Other income, net
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.
During the three months ended June 29, 2024, we recorded interest income of $12.4 million and net losses of $1.1 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments.
Income tax (expense) benefit
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 Global Intangible Low-Taxed Income ("GILTI"), partially offset by tax benefits related to domestic and international operations generating pre-tax book losses and domestic tax credits.
During the three months ended June 29, 2024, we recorded an income tax benefit of $1.1 million, comprised primarily of tax benefits related to domestic and international operations generating pre-tax book losses and domestic tax credits, partially offset by tax expense related to international operations generating pre-tax book income, the impact of GILTI and the impact of discrete tax charges. The discrete tax expense for the three months ended June 29, 2024 primarily related to the tax effects of the sale of our assembly and test operations in China.
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.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA permanently extends multiple tax provisions of the 2017 Tax Cuts and Jobs Act, as well as repeals, modifies and introduces various other tax provisions. The legislation has various effective dates, with certain provisions expected to impact our consolidated financial statements beginning with the period ending September 27, 2025. We are currently evaluating the provisions of the OBBBA and its impact to the Company.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated by operations is our primary source of liquidity. As of June 28, 2025, we had working capital of approximately $1,447.9 million, including $1,165.5 million in cash and cash equivalents, compared to working capital of approximately $1,384.1 million, including $1,021.2 million in cash and cash equivalents as of March 29, 2025.
Our $1,165.5 million of total cash and cash equivalents as of June 28, 2025, includes approximately $979.7 million held by our foreign subsidiaries, of which $789.9 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.
Stock Repurchases
During the three months ended June 28, 2025, we repurchased approximately 0.7 million shares of our common stock for approximately $50.0 million (including transaction costs and excise tax) under our share repurchase program. As of June 28, 2025, approximately $898.8 million remains authorized for repurchases under the program.
Cash Flows from Operating Activities
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, intangible assets amortization, deferred income
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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.
Net cash provided by operating activities was $81.1 million for the three months ended June 29, 2024, attributable to the effects of net income adjusted for non-cash items (which includes depreciation, intangible assets amortization, deferred income taxes, stock-based compensation expense and other non-cash items), partially offset by changes in working capital.
Cash Flows from Investing Activities
Net cash used in investing activities was $33.3 million and $17.2 million for the three months ended June 28, 2025 and June 29, 2024, respectively. During the three months ended June 29, 2024, we received proceeds of $55.6 million from the divestiture of our assembly and test operations in China and purchased $30.0 million of short-term investments.
Cash Flows from Financing Activities
Net cash used in financing activities was $6.9 million and $29.5 million for the three months ended June 28, 2025 and June 29, 2024, respectively. We repurchased stock for $49.9 million and $124.9 million for the three months ended June 28, 2025 and June 29, 2024, respectively. During the three months ended June 28, 2025, we received net proceeds of $45.6 million for inventory (subject to repurchase) in connection with a supply agreement. During the three months ended June 29, 2024, we received net proceeds of $127.0 million for inventory (subject to repurchase) in connection with a supply agreement and repurchased $27.3 million of the principal amount of our 2024 Notes for $26.7 million.
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 28, 2025, 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 28, 2025, 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").
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.
For additional information regarding our debt, refer to Note 5 of the Notes to Condensed Consolidated Financial Statements.
Capital Commitments As of June 28, 2025, we had capital commitments of approximately $81.9 million primarily for expanding capability to develop and support new products (which includes accrued technology licenses of approximately $34.0 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
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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 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 28, 2025 | March 29, 2025 | |||||||||
| ASSETS | |||||||||||
Current assets (1) | $ | 799,728 | $ | 827,998 | |||||||
| Non-current assets | 2,317,705 | 2,338,086 | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities | $ | 254,277 | $ | 270,634 | |||||||
Long-term liabilities (2) | 2,431,705 | 2,408,648 | |||||||||
(1) Includes net amounts due from Non-Guarantor subsidiaries of $261.1 million and $259.4 million as of June 28, 2025 and March 29, 2025, respectively.
(2) Includes net amounts due to Non-Guarantor subsidiaries of $713.6 million and $687.6 million as of June 28, 2025 and March 29, 2025, respectively.
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| Summarized Statement of Operations | Three Months Ended | |||||||
| (In thousands) | June 28, 2025 | |||||||
| Revenue | $ | 281,584 | ||||||
| Gross profit | 80,178 | |||||||
| Net loss | (61,792) | |||||||
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 2026. 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 29, 2025.
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 28, 2025, 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 29, 2025, 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.
(c) Issuer Purchases of Equity Securities
| Period | Total number of shares purchased (in thousands) | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs (in thousands) | Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) | ||||||||||||||||||||||
| March 30, 2025 to April 26, 2025 | 233 | $ | 60.28 | 233 | $ | 934.6 | ||||||||||||||||||||
| April 27, 2025 to May 24, 2025 | 211 | 72.90 | 211 | 919.3 | ||||||||||||||||||||||
| May 25, 2025 to June 28, 2025 | 258 | 79.53 | 258 | 898.8 | ||||||||||||||||||||||
| Total | 702 | $ | 71.14 | 702 | ||||||||||||||||||||||
On November 2, 2022, we announced that our Board of Directors authorized a share repurchase program to repurchase up to $2.0 billion of our 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 we repurchase our 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 us 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.
ITEM 5. OTHER INFORMATION.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the first quarter of fiscal 2026, no director or Section 16 officer adopted or terminated a "Rule 10b5-1 trading agreement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
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ITEM 6. EXHIBITS.
| 3.1 | Third Amended and Restated Bylaws of Qorvo, Inc., adopted on May 16, 2025 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on May 20, 2025) | ||||
| 22 | List of Subsidiary Guarantors | ||||
| 31.1 | Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2 | Certification of Periodic Report by Grant A. Brown, as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1 | Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2 | Certification of Periodic Report by Grant A. Brown, as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 101 | The following materials from our Quarterly Report on Form 10-Q for the quarter ended June 28, 2025, 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 (Loss); (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 28, 2025, formatted in iXBRL | ||||
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 30, 2025 | /s/ Grant A. Brown | |||||||||
| Grant A. Brown | |||||||||||
Senior Vice President and Chief Financial Officer | |||||||||||
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FAQ
How many ORRF shares did CEO Thomas R. Quinn Jr. dispose of?
He surrendered 6,598 restricted shares on 28 Jul 2025.
What does Code F mean on a Form 4 filing?
Code F signifies shares withheld or delivered solely to pay taxes owed on vested equity, not an open-market sale.
How many Orrstown Financial shares does the CEO own after the transaction?
Quinn still owns about 125 k shares in total: 8,918 restricted, 30,116 RSUs, and 86,453 common shares.
Was any derivative security activity reported?
No; the filing shows no options, warrants, or other derivative transactions.
Is this Form 4 likely to impact ORRF stock price?
Given the routine, tax-related nature and small size relative to holdings, material price impact is unlikely.
Qorvo Inc
NASDAQ:QRVO
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Semiconductors
Semiconductors & Related Devices
United States
GREENSBORO