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SCHEDULE 13D/A 0000921895-25-000115 0001517137 XXXXXXXX LIVE 4 Common Stock, $0.0001 par value 10/27/2025 false 0001604778 74736K101 Qorvo, Inc. 7628 THORNDIKE ROAD GREENSBORO NC 27409 JEFFREY C. SMITH 212-845-7977 STARBOARD VALUE LP 777 Third Avenue, 18th Floor New York NY 10017 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 MEAGAN REDA, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001517137 N Starboard Value LP OO N DE 7511526.00 0.00 7511526.00 0.00 7511526.00 N 8.1 PN 0001373638 N STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD WC N E9 3559103.00 0.00 3559103.00 0.00 3559103.00 N 3.9 CO 0001519812 N STARBOARD VALUE & OPPORTUNITY S LLC WC N DE 483928.00 0.00 483928.00 0.00 483928.00 N 0.5 OO 0001571704 N Starboard Value & Opportunity C LP N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001575972 N Starboard Value R LP N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001767736 N Starboard Value & Opportunity Master Fund L LP WC N E9 187790.00 0.00 187790.00 0.00 187790.00 N 0.2 PN 0001767773 N Starboard Value L LP OO N DE 187790.00 0.00 187790.00 0.00 187790.00 N 0.2 PN 0001575979 N Starboard Value R GP LLC OO N DE 187790.00 0.00 187790.00 0.00 187790.00 N 0.2 OO 0001833016 N Starboard X Master Fund Ltd WC N E9 1271173.00 0.00 1271173.00 0.00 1271173.00 N 1.4 CO Y Starboard G Fund, L.P. WC N DE 1191067.00 0.00 1191067.00 0.00 1191067.00 N 1.3 PN Y Starboard Value G GP, LLC OO N DE 1191067.00 0.00 1191067.00 0.00 1191067.00 N 1.3 OO 0001575998 N Starboard Value A LP OO N DE 1191067.00 0.00 1191067.00 0.00 1191067.00 N 1.3 PN 0001575974 N Starboard Value A GP LLC OO N DE 1191067.00 0.00 1191067.00 0.00 1191067.00 N 1.3 OO 0001517138 N Starboard Value GP LLC OO N DE 7511526.00 0.00 7511526.00 0.00 7511526.00 N 8.1 OO 0001517139 N Starboard Principal Co LP OO N DE 7511526.00 0.00 7511526.00 0.00 7511526.00 N 8.1 PN 0001517140 N Starboard Principal Co GP LLC OO N DE 7511526.00 0.00 7511526.00 0.00 7511526.00 N 8.1 OO 0001362697 N Smith Jeffrey C OO N X1 0.00 7511526.00 0.00 7511526.00 7511526.00 N 8.1 IN 0001410600 N Feld Peter A OO N X1 2496.00 7511526.00 2496.00 7511526.00 7514022.00 N 8.1 IN Common Stock, $0.0001 par value Qorvo, Inc. 7628 THORNDIKE ROAD GREENSBORO NC 27409 The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 3,559,103 Shares beneficially owned by Starboard V&O Fund is approximately $252,474,928, excluding brokerage commissions. The aggregate purchase price of the 483,928 Shares beneficially owned by Starboard S LLC is approximately $34,073,886, excluding brokerage commissions. The aggregate purchase price of the 187,790 Shares beneficially owned by Starboard L Master is approximately $13,219,738, excluding brokerage commissions. The aggregate purchase price of the 1,271,173 Shares beneficially owned by Starboard X Master is approximately $89,917,881, excluding brokerage commissions. The aggregate purchase price of the 1,191,067 Shares beneficially owned by Starboard G LP is approximately $86,057,316, excluding brokerage commissions. The aggregate purchase price of the 818,465 Shares held in the Starboard Value LP Account is approximately $58,068,064, excluding brokerage commissions. The 2,496 Shares beneficially owned directly by Mr. Feld were granted to him in his capacity as a director of the Issuer. Item 4 is hereby amended to add the following: On October 27, 2025, Starboard Value LP and certain of its affiliates (collectively, "Starboard") entered into a Voting and Support Agreement (the "Voting and Support Agreement") with Skyworks Solutions, Inc., a Delaware corporation ("Skyworks"), in connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), dated October 27, 2025, by and among the Issuer, Skyworks, Comet Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Skyworks ("Merger Sub I"), and Comet Acquisition II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Skyworks ("Merger Sub II"), pursuant to which (i) Merger Sub I will merge with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a wholly owned subsidiary of Skyworks (the "Surviving Corporation"), and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the "Second Merger"), with Merger Sub II continuing as the surviving entity in the Second Merger and a wholly owned subsidiary of Skyworks. Pursuant to the Merger Agreement, at the effective time of the First Merger (the "Effective Time"), each Share of the Issuer outstanding immediately prior to the Effective Time (subject to certain exceptions) will be converted into the right to receive (i) 0.960 Shares of the Issuer, without interest, and (ii) $32.50 in cash, without interest, subject to applicable withholding taxes. The following description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting and Support Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, reference is made to the Merger Agreement, which is attached as Exhibit 2.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on October 28, 2025. Pursuant to the Voting and Support Agreement, Starboard has agreed to vote its Shares in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, and to vote such Shares against any competing acquisition proposal or any other action that would reasonably be expected to interfere with the transactions contemplated by the Merger Agreement. Starboard has also agreed, prior to the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement, (iii) the date of any Qorvo Triggering Event or Skyworks Triggering Event (as such terms are defined in the Merger Agreement), (iv) the mutual written consent of Starboard, the Issuer and Skyworks, (v) the conclusion of the Issuer's stockholder meeting to adopt the Merger Agreement and the transactions contemplated thereby, and (vi) nine months from the date of the Voting and Support Agreement, not to sell or transfer its Shares of the Issuer (subject to certain exceptions). Starboard also agreed to cease discussions regarding any acquisition proposal and, from the date of the Voting and Support Agreement until the Voting Covenant Expiration Date (as defined in the Voting and Support Agreement), Starboard agreed not to solicit any competing acquisition proposal or engage in any discussions or negotiations regarding any acquisition proposal. The Voting and Support Agreement terminates upon the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement, (c) the date of any Qorvo Triggering Event or Skyworks Triggering Event, and (d) the written consent of Starboard, the Issuer and Skyworks. Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Amendment No. 4 to the Schedule 13D are based upon 92,405,537 Shares outstanding, as of October 24, 2025, as reported in the Merger Agreement, dated October 27, 2025, filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on October 28, 2025. See rows (11) and (13) of the cover pages to this Amendment No. 4 to the Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Amendment No. 4 to the Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Amendment No. 4 to the Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. Item 5(c) is hereby amended and restated to read as follows: The Reporting Persons have not entered into any transaction in the Shares during the past sixty days. Item 6 is hereby amended to add the following: On October 27, 2025, Starboard entered into the Voting and Support Agreement defined and described in Item 4 above and attached hereto as Exhibit 99.1. On October 29, 2025, the remaining Reporting Persons following this Amendment No. 4 to the Schedule 13D entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Item 7 is hereby amended to add the following exhibits: 99.1 - Voting and Support Agreement by and between Skyworks Solutions, Inc. and Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard G Fund, L.P., Starboard Value and Opportunity Master Fund L LP, and Starboard X Master Fund Ltd, dated October 27, 2025. 99.2 - Joint Filing Agreement by and among Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard G. Fund, L.P., Starboard Value G GP, LLC, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, and Peter A. Feld, dated October 29, 2025. Starboard Value LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner 10/29/2025 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 10/29/2025 STARBOARD VALUE & OPPORTUNITY S LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager 10/29/2025 Starboard Value & Opportunity C LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R LP, its general partner 10/29/2025 Starboard Value R LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner 10/29/2025 Starboard Value & Opportunity Master Fund L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner 10/29/2025 Starboard Value L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner 10/29/2025 Starboard Value R GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 10/29/2025 Starboard X Master Fund Ltd /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 10/29/2025 Starboard G Fund, L.P. /s/ Lindsey Cara Lindsey Cara, Authorized Signatory for Starboard Value G GP, LLC, its general partner 10/29/2025 Starboard Value G GP, LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory for Starboard Value A LP, its general partner 10/29/2025 Starboard Value A LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory for Starboard Value A GP LLC, its general partner 10/29/2025 Starboard Value A GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 10/29/2025 Starboard Value GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member 10/29/2025 Starboard Principal Co LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner 10/29/2025 Starboard Principal Co GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 10/29/2025 Smith Jeffrey C /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith 10/29/2025 Feld Peter A /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Peter A. Feld 10/29/2025