Proxy Statement (Form DEF 14A)

June 26, 2026

Dear Qorvo Stockholders:

You are invited to attend Qorvo's 2026 Annual Meeting of Stockholders (the "Annual Meeting"). This year's Annual Meeting will be held on August 11, 2026, at 8:00 a.m. Central Daylight Time at the Renaissance Dallas at Plano Legacy West Hotel, 6007 Legacy Drive, Plano, TX 75024. During the Annual Meeting, we will consider each item of business described in the Notice of Annual Meeting of Stockholders and the accompanying proxy statement.

On or about June 26, 2026, we began mailing to certain stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2026 Annual Report, via the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. Those stockholders who did not receive the Notice of Internet Availability of Proxy Materials will instead receive a paper copy of the Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and 2026 Annual Report. Copies of these materials are available at www.proxyvote.com.

The Notice of Annual Meeting of Stockholders and the accompanying proxy statement contains important information and you should read them carefully. Whether or not you plan to attend and participate in the Annual Meeting, we ask that you vote as soon as possible to ensure that your voice is heard. You may vote by proxy via the Internet or telephone, or, if you received paper copies of the proxy materials via mail, you can also vote by mail by following the instructions on the proxy card or voting instruction form or the information forwarded by your broker, bank or other nominee. For detailed information regarding voting instructions, please refer to the accompanying proxy statement.

We thank you for being a Qorvo stockholder. If you have any questions or require assistance with voting your proxy card or voting instruction form, please contact our proxy solicitation firm, Innisfree M&A Incorporated:

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, NY 10110

Stockholders may call toll-free at (877) 687-1871

Brokers, banks and other nominees may call collect at (212) 750-5833

PLEASE VOTE AS SOON AS POSSIBLE. YOUR SUPPORT IS IMPORTANT TO US.

Sincerely,

Jason K. Givens

Secretary

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Dear Qorvo Stockholders:

We hereby give notice that the 2026 Annual Meeting of Stockholders of Qorvo, Inc. ("Qorvo") will be held on August 11, 2026, at 8:00 a.m. Central Daylight Time at the Renaissance Dallas at Plano Legacy West Hotel, 6007 Legacy Drive, Plano, TX 75024, for the following purposes:

The accompanying proxy statement provides detailed information about the matters to be considered at the Annual Meeting. Regardless of whether you plan to attend the Annual Meeting, we hope you will read the accompanying proxy statement and vote as soon as possible so that your voice is heard. On or about June 26, 2026, we began mailing to stockholders the Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2026 Annual Report on Form 10-K for the year ended March 28, 2026 and the attached proxy statement and form of proxy card, or voting instruction form to stockholders of record as of the close of business on June 16, 2026.

We urge you to vote TODAY by following the instructions on the proxy card or voting instruction form to vote on the Internet, by telephone or by completing, signing and returning the proxy card or voting instruction form in the enclosed, postage pre-paid envelope. Returning a proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. If you are the beneficial but not record owner of your shares (that is, you hold your shares in "street name" through an intermediary such as a brokerage firm, bank or other nominee), you will receive instructions from your broker, bank or other nominee as to how to vote your shares.

THE BOARD RECOMMENDS VOTING "FOR" ALL OF THE BOARD'S NOMINEES ON PROPOSAL 1, "FOR" PROPOSALS 2 and 3 AND "AGAINST" PROPOSAL 4 USING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM.

Only stockholders of record at the close of business on the record date, June 16, 2026, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors,

Jason K. Givens

Secretary

June 26, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on August 11, 2026:

The Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and Annual Report on Form 10-K are available free of charge at www.proxyvote.com.

 2026 Proxy Statement

TABLE OF CONTENTS

Website addresses and hyperlinks are included for reference only. The information contained on or available through websites referred to and/or linked to in this proxy statement (other than the Company's website to the extent specifically referred to herein as required by SEC rules) is not part of this proxy solicitation and is not incorporated by reference into this proxy statement or any other proxy materials.

 2026 Proxy Statement

Proxy Statement

For the 2026 Annual Meeting of Stockholders

August 11, 2026

7628 Thorndike Road

Greensboro, North Carolina 27409-9421

2026 Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement for Qorvo, Inc., which we sometimes refer to as the "Company" or "Qorvo." This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

How to Vote

Although stockholders may vote in person at the Annual Meeting, we strongly encourage all stockholders to vote their shares prior to the meeting using one of the voting methods below:

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2026 Proxy Statement Summary

Meeting Agenda

Board Director Nominees

The following table provides summary information about each director nominee.

Merger Agreement with Skyworks Solutions, Inc.

On October 27, 2025, Qorvo, Inc. entered into an agreement and plan of merger (the "Skyworks Merger Agreement") with Skyworks Solutions, Inc. ("Skyworks"), pursuant to which each share of Qorvo common stock will be converted into the right to receive 0.960 shares of Skyworks common stock and $32.50 in cash (the "Skyworks Merger"). The consummation of the Skyworks Merger is subject to receipt of required regulatory approvals and other customary closing conditions. On February 11, 2026, our stockholders voted to approve the Skyworks Merger and related proposals. No action is expected to be taken by our stockholders at our 2026 Annual Meeting regarding the Skyworks Merger.

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2026 Proxy Statement Summary

Fiscal 2026 Financial Performance Highlights

Fiscal 2026 Compensation Decisions

For fiscal 2026, we made the following compensation decisions with respect to our Named Executive Officers:

Compensation Decisions for Fiscal 2027

For fiscal 2027, the Compensation Committee made changes to our PBRSU program in response to the results of the advisory say-on-pay vote at our 2025 annual meeting of stockholders, in which 59% of shareholders supported our executive compensation programs, and based on feedback gathered through subsequent outreach to shareholders representing nearly 70% of our outstanding shares. In response to the feedback received, the Committee approved new performance metrics for PBRSU grants awarded in fiscal 2027. The Committee removed the Objectives-based PBRSU component from the program and, instead, approved 2027 PBRSU grants based entirely on financial performance metrics, including (i) non-GAAP operating income (weighted 50% of the total target award value), (ii) non-GAAP gross margin (weighted 25% of the total target award value) and (iii) revenue (weighted 25% of the total target award value).

The Compensation Committee believes that the incorporation of these key corporate financial objectives will strengthen our commitment to our pay for performance philosophy and more closely align certain key components of our executive compensation program with longer-term stockholder value creation through achievement of financial results. See the section entitled "2025 Say-on-Pay Voting Results and Shareholder Feedback" in our Compensation Discussion & Analysis for additional detail regarding our shareholder engagement efforts in fiscal 2026 and the terms of the 2027 PBRSUs.

We believe our executive compensation program provides a balanced and stable foundation to reward our Named Executive Officers for achieving our corporate objectives. Our compensation philosophy emphasizes team effort, which we believe fosters rapid adjustment and adaptation to fast-changing market conditions and helps not only to achieve our short-term and long-term goals, but also to align the interests of our management team with those of Qorvo and our stockholders.

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2026 Proxy Statement Summary

Corporate Governance Practices Reflect Board and Management Accountability

Cautionary Note Regarding Forward-Looking Statements

This proxy statement includes "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, the proposed transaction with Skyworks, including any statements regarding the expected timetable for completing the proposed transaction with Skyworks, the ability to complete the proposed transaction with Skyworks and the expected benefits of the proposed transaction with Skyworks, 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. Although forward-looking statements in this proxy statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known and understood by us. Consequently, forward-looking statements involve inherent risks and uncertainties, and actual financial results and outcomes may differ materially and adversely from the results and outcomes discussed in or anticipated by the forward-looking statements. We caution you not to place undue reliance upon any such forward-looking statements. Material factors that could cause actual results to differ materially from our expectations are summarized and disclosed in Qorvo's most recent Annual Report on Form 10-K and in other reports and statements filed with the SEC.

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Proposal 1 - Election of Directors

PROPOSAL 1 - ELECTION OF DIRECTORS

Board of Director Nominees for Election

We are asking you to elect each of the 10 director nominees listed below to serve on our Board of Directors for a one-year term expiring at the annual meeting of stockholders in 2027, or until his or her earlier resignation or removal. The Board size is currently fixed at 10 directors.

Each nominee is a director of Qorvo, has consented to being named in this proxy statement and has agreed to serve if elected. Although we expect that each of the Company nominees will be available for election, if any vacancy in the slate of Company nominees occurs because a nominee is unable to serve or for good cause will not serve as a director, we expect that shares of common stock represented by proxies will be voted for the election of a substitute nominee or nominees recommended by the Governance and Nominating Committee and approved by the Board of Directors in the place of the unavailable nominee. The names of the Company's 10 nominees for election to the Board, their principal occupations and qualifications are set forth below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH

OF THE DIRECTOR NOMINEES LISTED BELOW.

 2026 Proxy Statement 5

Proposal 1 - Election of Directors

6   2026 Proxy Statement

Proposal 1 - Election of Directors

 2026 Proxy Statement 7

Proposal 1 - Election of Directors

8   2026 Proxy Statement

Proposal 1 - Election of Directors

 2026 Proxy Statement 9

Proposal 1 - Election of Directors

10   2026 Proxy Statement

Proposal 1 - Election of Directors

Qualifications, Skills and Experience

 2026 Proxy Statement 11

Corporate Governance

CORPORATE GOVERNANCE

The Board of Directors regularly reviews Qorvo's corporate governance program, taking into consideration good governance practices, recent developments and applicable laws and regulations. Stockholders may visit our website at https://ir.qorvo.com/corporate-governance to view the following corporate governance documents, which are not incorporated into this proxy statement by reference:

Stockholders may also request a copy of any of these documents by contacting our Investor Relations Department at:

7628 Thorndike Road, Greensboro, North Carolina 27409-9421.

Corporate Governance Guidelines

Qorvo's Corporate Governance Guidelines provide a framework for the Board's corporate governance duties and responsibilities, taking into consideration good corporate governance practices, recent developments and applicable laws and regulations. Our Corporate Governance Guidelines address a number of matters applicable to directors, including, but not limited to, director qualification standards, director independence requirements, stock ownership guidelines, Board responsibilities, Board committees, CEO and management succession and the role of the Lead Independent Director.

Independent Directors

In accordance with the listing standards of The Nasdaq Stock Market LLC, or Nasdaq, and our Corporate Governance Guidelines, the Board of Directors must be comprised of a majority of independent directors. The Board has determined that Mr. Clemmer, Mr. Feld, Mr. Harding, Mr. Koopmans, Mr. Lowe, Mr. Nelson, Dr. Rhines, Ms. Bruner and Ms. Spradley each satisfy the definition of "independent director" under the Nasdaq listing standards. The Board, in concert with its Governance and Nominating Committee, performed a review to determine the independence of its members and made the determination as to each of these independent directors that no transactions, relationships or arrangements exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Qorvo. In making these determinations, the Board reviewed the information provided by the directors and Qorvo regarding each director's business and personal activities as they may relate to Qorvo and its management. In addition, each member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee has been determined by the Board to be "independent" in accordance with Nasdaq listing standards and SEC rules.

Board Leadership Structure

As described in the Corporate Governance Guidelines, the Board believes that absent certain circumstances, the roles of Chair of the Board and Chief Executive Officer should be separated and that the independent directors should be led by a Lead Independent Director. The Board believes this separation of roles promotes communication between the Board, the Chief Executive Officer and other senior management and enhances the Board's oversight of management. If the Chair is an independent director, he or she will also serve as the Lead Independent Director. Dr. Walden C. Rhines, an independent director, currently serves as the Chair of the Board and our Lead Independent Director.

We believe our leadership structure provides increased accountability of our Chief Executive Officer to the Board and encourages balanced decision-making. We also separate the Chair and Chief Executive Officer roles in recognition of the differences in the roles. While the Chief Executive Officer is responsible for day-to-day leadership of Qorvo and the setting of strategic direction, the Chair of the Board provides guidance to the Chief Executive Officer and coordinates and manages the operation of the Board and its committees.

The duties of the Chair of the Board include presiding at meetings of the Board, establishing, with the Chief Executive Officer, the agenda for each Board meeting and exercising such other powers and performing other duties as may from time to time be assigned to him by the Board. The Chair also participates in our annual evaluation process, including the annual CEO evaluation, which is designed to support constructive commentary on the performance of our CEO.

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Corporate Governance

Under our Corporate Governance Guidelines, the Lead Independent Director has a clearly defined role and significant governance duties. Our Lead Independent Director is responsible for coordinating the activities of the independent directors, and his or her responsibilities include, but are not limited to: (a) determining appropriate schedules for Board and committee meetings; (b) seeking input from other directors on the preparation of meeting agendas; (c) coordinating, developing the agenda for and presiding at executive sessions of the independent directors; (d) when necessary, acting as a liaison between the independent directors and the Chair of the Board and/or Chief Executive Officer; and (e) having the authority to retain such counsel or consultants as he or she deems necessary to perform the responsibilities of that position. The Board believes our current leadership structure with an independent Chair of the Board is appropriate for Qorvo and provides many advantages for the effective operation of the Board.

Substantial Board Refreshment

We have seen substantial refreshment in our Board of Directors over the past two years. During fiscal 2026, three new independent directors joined our Board: Messrs. Clemmer, Feld and Koopmans, while Mr. David H.Y. Ho stepped down as a director. During fiscal 2025, we added Mr. Lowe to our Board, while our former Chair, Mr. Ralph G. Quinsey, retired from the Board. The Governance and Nominating Committee, with assistance from a third-party search firm, regularly engages in an active director identification program focused on recruiting new directors who possess the independence, background, experience and expertise needed to provide oversight and support for Qorvo's continuing efforts to increase stockholder value.

Management Succession Planning

Our Board of Directors oversees succession planning for our CEO and other members of senior management. The Board is responsible for reviewing and concurring on a CEO succession plan, which is prepared on at least an annual basis. The succession plan is designed to provide for continuity in executive leadership and includes information on CEO succession in the event of an emergency and succession plans for other members of senior management. The plan includes analysis regarding skills, experience, performance, and readiness of potential succession candidates across the executive leadership team. Succession planning is also discussed in executive sessions of the Board evaluating potential successors to the CEO and the executive leadership team. In addition, pursuant to its charter, the Compensation Committee reviews our succession plan and executive development with respect to the Company's senior management.

Code of Ethics

Our Code of Business Conduct and Ethics provides guidance on maintaining our commitment to high ethical standards and applies to all employees, officers, directors, agents, independent contractors and other personnel of Qorvo and our subsidiaries. Any waivers or substantive amendments of the Code of Business Conduct and Ethics applicable to our directors and certain of our executive officers will be disclosed on our website at https://ir.qorvo.com/corporate-governance, which is not incorporated by reference into this proxy statement.

Committees and Meetings

The Board maintains three standing committees: the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. Each committee operates under its own written charter, which sets forth the requirements and responsibilities of each committee.

The Committees must be comprised of no fewer than three members, each of whom must satisfy membership requirements imposed by the applicable committee charter and, where applicable, Nasdaq listing standards and SEC rules and regulations. Each of the members of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee has been determined by the Board to be independent under applicable Nasdaq listing standards and, in the case of the Audit Committee and the Compensation Committee, under the independence requirements established by the SEC.

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Corporate Governance

A brief description of the current membership and the responsibilities of each of these committees follows:

 C = Committee Chair

Meeting Attendance

Under our Corporate Governance Guidelines, all directors are expected to make every effort to attend meetings of the Board, assigned committees and annual meetings of stockholders. All of our directors, except for one, who were then in office attended the 2025 annual meeting of stockholders. During the fiscal year ended March 28, 2026, all of our directors then in office attended at least 75% of the aggregate of the Board meetings and assigned committee meetings that were held. During fiscal 2026, including regularly scheduled and special meetings, the Board held 24 meetings, the Audit Committee held 7 meetings, the Compensation Committee held 7meetings, and the Governance and Nominating Committee held 6 meetings.

Audit Committee

The Audit Committee is appointed by the Board to assist the Board in its duty to oversee our accounting, financial reporting and internal control functions and the audit of our financial statements. The Committee's responsibilities include, but are not limited to:

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Corporate Governance

The current members of the Audit Committee are Ms. Bruner (Chair) and Messrs. Feld, Harding, Koopmans and Nelson, none of whom is an employee of Qorvo and each of whom is independent under existing Nasdaq listing standards and SEC requirements. The Board has examined the SEC's definition of "audit committee financial expert" and determined that Ms. Bruner and Mr. Harding each satisfy this definition.

Compensation Committee

The Compensation Committee is appointed by the Board to exercise the Board's authority concerning compensation of our officers and employees and administration of our incentive compensation plans. In fulfilling its duties, the Compensation Committee's authority includes, but is not limited to:

The Compensation Committee regularly consults with members of our executive management team regarding our executive compensation program. Periodically the Compensation Committee, through its Chair, communicates with stockholders to gain feedback regarding the Company's executive compensation program.

Our executive compensation program is discussed below in our "Compensation Discussion and Analysis." The Compensation Committee may condition its approval of any compensation matter on ratification by the Board if Board action is required by applicable law or otherwise deemed appropriate.

The Board or the Compensation Committee has the discretion to delegate certain areas of authority that are reserved to the Board or the Compensation Committee, respectively, under our equity compensation plans. The Board and the Compensation Committee have delegated to the Chief Executive Officer the authority to grant equity awards: (a) generally to new and existing Company employees for new hire, promotion, retention, special engineering and other purposes and (b) to independent contractors, consultants and advisors, provided that in each case such persons are not officers or directors subject to Section 16 under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, or persons who report directly to the Chief Executive Officer. Additionally, these delegations are subject to predetermined limits per individual and in the aggregate, as established by the Board or the Compensation Committee, and are subject to all terms and conditions of the applicable plan and award agreements. The Chief Executive Officer is required to report all equity awards granted under these delegations to the Compensation Committee at its next regularly scheduled meeting following such grants.

The current members of the Compensation Committee are Dr. Rhines (Chair), Mr. Clemmer, Mr. Lowe and Ms. Spradley, none of whom is an employee of Qorvo and each of whom is independent under existing Nasdaq listing standards and SEC requirements.

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Corporate Governance

Governance and Nominating Committee

The Governance and Nominating Committee's responsibilities include, but are not limited to:

The members of the Governance and Nominating Committee are appointed by the Board of Directors and currently include Mses. Bruner and Spradley, Mr. Nelson (Chair), and Dr. Rhines, none of whom is an employee of Qorvo and each of whom is independent under existing Nasdaq listing standards.

Executive Sessions

Pursuant to our Corporate Governance Guidelines, independent directors are expected to meet in executive session at all regularly scheduled meetings of the Board with no members of management present. The Chair of the Governance and Nominating Committee or the Lead Independent Director presides at each executive session unless the independent directors determine otherwise. During fiscal 2026, the independent directors met in executive session at all regularly scheduled Board meetings, during which time Dr. Rhines led these sessions.

Risk Oversight

The Board of Directors and its committees, with leadership from the Lead Independent Director, have general oversight responsibility for corporate risk management, including oversight of management's implementation and application of risk management policies, practices and procedures. The Board directly oversees strategic risks such as those relating to competitive dynamics, market trends, global operations and developments and changes in macroeconomic conditions. While the Board is responsible for risk oversight, management is ultimately responsible for assessing and managing material risk exposures. Our senior management reports to the Board or one of its committees on key enterprise risk topics, including, but not limited to, cybersecurity and information security, quality assurance, global trade matters, financial risks, environmental matters and disaster recovery and governance related matters. Our directors receive these reports at regularly scheduled Board and committee meetings, through telephone briefings and other communications from management when potentially significant risks develop or important issues arise. Directors use these communications with management to develop a shared understanding of the potential severity of key risks and management's strategies for addressing these risks. In addition, the Board evaluates our strategic goals and objectives to determine how they may be affected by particular risk exposures. The Board also relies upon the expertise of outside counsel and other professional advisers to evaluate and manage current and potential future risks that may impact the Company.

The committees of the Board also exercise oversight in certain areas of risk management related to their respective charters.

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Corporate Governance

Each of the above committees reports to the full Board with respect to the risk categories it oversees. These ongoing reports enable the Board, and other committees, to monitor our exposure and evaluate the mitigation of risks Qorvo faces.

Risk Oversight in Compensation Programs

The Compensation Committee reviews our incentive compensation structure annually, including from a risk management perspective, and does not believe that any risks arising from our compensation structure and practices are reasonably likely to have a material adverse effect on our Company. In fiscal 2026, the risk assessment process included a review of compensation program plans, policies and practices, focusing on programs with variable compensation provisions and identifying the risks related to the programs. The Compensation Committee determined that our compensation program elements, including base salary, short-term and long-term compensation, encourage an appropriate level of risk on an ongoing basis to properly balance risks associated with our compensation policies and practices and performance of our business, but do not encourage or incentivize excessive risk-taking. We also impose "clawback" restrictions in our senior officer equity awards to discourage imprudent risk-taking (beyond those required by applicable law) and have also adopted a clawback policy in compliance with SEC rules and Nasdaq listing standards. The Compensation Committee monitors our compensation programs on an ongoing basis to properly balance risks associated with our compensation policies and practices.

Enterprise Responsibility

Workforce Engagement

We are committed to recruiting, hiring, retaining, promoting and engaging our global workforce to best serve our customers. We are focused on creating an environment that leverages the perspectives and contributions of each employee and provides opportunities for our employees' professional and personal development. We have established relationships with professional associations and industry groups to proactively attract talent, and we partner with universities to recruit undergraduate and graduate students for our internship program and entry-level positions. We also invest in employee development programs to provide employees with the training and education they need to help achieve their career goals, build relevant skills and lead their organizations.

We believe our competitive compensation and benefit programs, along with career growth and development opportunities offered by us, promote longer employee tenure and reduce turnover. We monitor employee turnover rates as our success depends upon retaining and investing in our highly skilled manufacturing and technical staff. Our global attrition rate has consistently been below the technology industry average.

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Corporate Governance

To be in proper form, a stockholder's notice pursuant to the advance notice provisions of our bylaws must comply with the information and documentation requirements set forth in our bylaws (which includes information required under Rule 14a-19). The chairman of the meeting may refuse to acknowledge or introduce, and may disregard, any business proposal or nomination if notice thereof is not received within the applicable deadlines or does not comply with the bylaws.

The foregoing summary of the advance notice provisions does not purport to be complete and is qualified in its entirety by the actual provisions in our bylaws.

Proxy Access Provisions

Pursuant to our bylaws, a stockholder, or a group of up to 20 stockholders, that has owned at least 3% of our outstanding voting shares continuously for at least three years can nominate and include in our proxy materials up to the greater of two directors or 20% of the number of directors then in office, provided that the stockholder(s) and the stockholder nominee(s) satisfy the requirements specified in the bylaws. Such requirements include the timely delivery of a stockholder's notice to our Secretary.

To be timely, a stockholder's notice pursuant to the proxy access provisions must be delivered to our Secretary at our principal executive offices not later than the close of business on the 120th day before the first anniversary of the date the definitive proxy statement was first sent to stockholders in connection with the preceding year's annual meeting and not earlier than the close of business on the 150th day before such anniversary. To be in proper form, a stockholder's notice pursuant to the proxy access provisions of our bylaws must satisfy the specific information required by our bylaws. In the event that the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary of the preceding year's annual meeting, then notice by the stockholder must be delivered not earlier than the close of business on the 150th day prior to such annual meeting and not later than the close of business on the later of the 120th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.

The foregoing summary of the proxy access provisions does not purport to be complete and is qualified in its entirety by the actual provisions in our bylaws.

Special Meetings

Our Board understands that it is important for stockholders to have the right to call a special meeting, a right that Qorvo recently expanded as part of our regular ongoing review of corporate governance. In May 2025, based on the recommendation of the Governance and Nominating Committee, our Board approved an amendment and restatement of our Bylaws that permits stockholders collectively owning 25% or more of the voting power of our common stock to call a special meeting of stockholders.

Stockholder Communications with Directors

Any stockholder desiring to contact the Board, or any specific director(s), may send written communications to our Board of Directors or any individual director c/o Secretary, Qorvo, Inc., 7628 Thorndike Road, Greensboro, North Carolina 27409-9421. Any proper communication so received will be processed by the Secretary. If it is unclear from the communication received whether it was intended or appropriate for the Board, the Secretary will (subject to any applicable regulatory requirements) determine whether such communication should be conveyed to the Board (through the Chair), or as appropriate, to the member(s) of the Board named in the communication.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during some or all of fiscal 2026 were: Mr. Clemmer, Mr. Ho, Mr. Lowe, Dr. Rhines, and Ms. Spradley. None of these individuals has served as an officer or employee of Qorvo or had any relationship during the year ended March 28, 2026 that would be required to be disclosed pursuant to SEC regulations. During fiscal 2026, none of our executive officers served on the board of directors or compensation committee of any other entity that has an executive officer serving as a member of our Board or the Compensation Committee.

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Executive Officers

EXECUTIVE OFFICERS

Qorvo's current executive officers are as follows:

Additional information with respect to our executive officers is provided below. Officers are appointed to serve at the discretion of the Board. Information regarding Mr. Bruggeworth is included in the director profiles set forth above and incorporated by reference herein.

Grant A. Brown has served as Senior Vice President and Chief Financial Officer since August 2022, after having served as Qorvo's interim Chief Financial Officer since April 2022. He is responsible for finance, investor relations, regulatory reporting, corporate development, mergers and acquisitions and information technology at Qorvo. Previously, Mr. Brown served as Qorvo's Vice President of Treasury from October 2018. Before that, he served as Qorvo's Director of Corporate Financial Planning & Analysis. Mr. Brown has also served as Business Unit Controller and Director of Strategic Marketing at Qorvo. Prior to the formation of Qorvo, he served as Director, Investor Relations, and Manager, Financial Planning & Analysis, at TriQuint, one of Qorvo's predecessor entities. He began his career working in the capital markets after receiving a Bachelor of Science degree in Industrial Engineering (now Management Science and Engineering) from Stanford University. Mr. Brown is currently a CFA charterholder.

Philip J. Chesley has served as Senior Vice President and President of High Performance Analog since July 2022, prior to which he served as Corporate Vice President and President of Qorvo's Infrastructure and Defense Products (IDP) since joining Qorvo in November 2021. From February 2017 through October 2021, Mr. Chesley served as Vice President and General Manager, Industrial and Communications Business Unit at Renesas Electronics, a leading supplier of advanced semiconductor solutions, where he managed over 500 engineers across Asia and the United States in businesses developing RF, optical, industrial power / motor control, and military and radiation-hardened analog products into 5G RF wireless infrastructure, optical communications, industrial power management, and radiation-hardened satellite markets. From January 2004 to February 2017, Mr. Chesley served in several positions of increasing responsibility at Intersil Corporation, a leader in analog, mixed-signal and power management semiconductors prior to its acquisition by Renesas Electronics, most recently as Senior Vice President and General Manager of the Automotive, Mil/Aero and Analog Product Group. Mr. Chesley earned an MBA from Duke University's Fuqua School of Management and a Bachelor of Science degree from Brigham Young University.

Steven E. Creviston has served as Senior Vice President and President of Connectivity & Sensors since July 2022, prior to which he served as Corporate Vice President and President of Mobile Products since January 2015. Mr. Creviston served as Corporate Vice President and President of Cellular Products Group, or CPG, for RFMD, one of Qorvo's predecessor entities from August 2007 to January 2015. From May 2002 to August 2007, he served as Corporate Vice President of CPG, which was known as Wireless Products until 2004, for RFMD. Prior to 2002, he held various positions of increasing responsibilities at RFMD. Mr. Creviston has served as a director of LightPath Technologies, Inc., a publicly traded designer, developer, manufacturer and distributor of optical components and assemblies, since March 2021.

Paul J. Fego has served as Senior Vice President and President of Global Operations since July 2022, prior to which he served as Corporate Vice President of Global Operations since July 2018. From January 2005 through August 2017, he served as Vice President and Manager, Worldwide Manufacturing Technology & Manufacturing Group of Texas Instruments, a leading global semiconductor and technology company, where he managed all of its wafer fabrication, assembly and test operations in nine countries. Previously, Mr. Fego served in several positions of increasing responsibility at Photronics, Inc., a global leader in photomask solutions for companies that manufacture semiconductors, flat panel displays and other electronic components, most recently as President and Chief Operating Officer from March 2002 to January 2005. Prior to joining Photronics to become its Chief

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Executive Officers

Operating Officer in 1996, Mr. Fego served as Operations Director at ST Microelectronics Inc. from September 1989 to November 1996. Prior to joining ST Microelectronics, Mr. Fego served in various positions with Texas Instruments from 1980 to 1989.

Gina B. Harrison has served as Vice President and Corporate Controller since November 2015. She is a certified public accountant with over 30 years of progressive leadership experience in corporate and public accounting. She joined RFMD, one of Qorvo's predecessor entities, in 2000 and held roles of increasing responsibility in financial reporting through March 2005. She served as RFMD's Director of Financial Reporting and Sarbanes-Oxley Compliance from April 2005 to December 2014 and served in that same role at Qorvo from January 2015 to October 2015. Prior to joining RFMD, Ms. Harrison held financial and accounting positions at Sara Lee Hosiery from 1992 to 2000 and at Price Waterhouse from 1990 to 1992.

Frank P. Stewart has served as Senior Vice President and President of Advanced Cellular since July 2022. He is responsible for Advanced Cellular product marketing, R&D, design centers, pricing, sales and specialized sales support. Mr. Stewart was previously general manager of the RF Solutions Business Unit within Qorvo's Mobile Products. Prior to the merger to form Qorvo in January 2015, Mr. Stewart was director of Marketing for Cellular Products and prior to this was senior Product Line manager for GPS Products at RFMD, one of Qorvo's predecessor entities. Mr. Stewart joined RFMD in 2001 and served as RFMD's account manager for the Nokia Product Line, and previously as manager of Strategic Marketing. He earned a BSEE from Grove City College and an MBA from Duke University's Fuqua School of Management.

22   2026 Proxy Statement

Proposal 2 - Approval of the Compensation of our Named Executive Officers

PROPOSAL 2 - APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers ("NEOs") as disclosed in the "Compensation Discussion and Analysis" section of this proxy statement that follows pursuant to Item 402 of Regulation S-K. This proposal, commonly known as a "say-on-pay" proposal, which is being provided pursuant to Section 14A of the Exchange Act, gives our stockholders the opportunity to express their views on our NEOs' compensation as a whole.

As described in the Compensation Discussion & Analysis that follows, we implemented changes to our long-term equity-based incentive award program. These changes were a result of feedback we received from stockholders following the results of the advisory say-on-pay proposal vote at our 2025 annual meeting of stockholders in which only 59% of shareholders approved our executive compensation program. During our engagement efforts, we sought to better understand the voting results so that we could effectively respond to and address our stockholders' concerns through enhancements to our long-term incentive compensation program in a manner that we believe promotes pay for performance. In particular, for fiscal 2027, we have moved away from the inclusion of PBRSUs which are based on the achievement of specific corporate performance objectives and granted 2027 PBRSUs that are based entirely on the achievement of three key corporate financial metrics. We believe that the use of these metrics will promote transparency of results with our stockholders while maintaining our commitment to pay for performance.

The vote on Proposal 2 is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this proxy statement. The Company is providing this vote as required pursuant to Section 14A of the Exchange Act. The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. The say-on-pay vote will, however, provide information to us regarding stockholder sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will consider when setting executive compensation for the remainder of the current fiscal year and beyond. Our Board of Directors and our Compensation Committee value the opinions of our stockholders, and to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

We believe that the information provided within the "Compensation Discussion and Analysis" section of this proxy statement demonstrates that our executive compensation program is appropriately designed in order to align management's interests with those of our stockholders' in order to support long-term value creation.

Accordingly, we are asking our stockholders to support our executive compensation program through the following resolution:

"RESOLVED, that the compensation paid to the Company's Named Executive Officers, as disclosed in the proxy statement for the Company's 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion, is hereby APPROVED."

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

 2026 Proxy Statement 23

Executive Compensation

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis provides information with respect to the following persons who, pursuant to SEC rules, constitute our Named Executive Officers, or NEOs for fiscal 2026:

This Compensation Discussion and Analysis highlights the key components and structure of the compensation paid to our NEOs and discusses the objectives and philosophy underlying our compensation program.

Fiscal 2026 Financial Performance Highlights

Fiscal 2026 Executive Compensation Highlights

Changes to Executive Severance and Change in Control Arrangements

On August 13, 2025, the Board approved the entry into an amended Change in Control Agreement with each of our NEOs, other than Mr. Bruggeworth. On that date, the Board also approved the adoption of an Executive Severance Plan applicable to each of our NEOs other than Mr. Bruggeworth. In the beginning of fiscal 2026, the Compensation Committee conducted a review of the existing severance arrangements, with the assistance of our independent compensation consultant, Compensia, to determine whether the severance arrangements for such NEOs remained aligned with market practice among our peers. The NEOs' entitlements under the amended Change in Control Agreements and the Executive Severance Plan upon a qualifying termination of their employment are described in the sections entitled "Other Compensation Policies and Practices" and "Potential Payments upon Termination or Change-in-Control" below.

In connection with the announcement and anticipated completion of the Skyworks Merger, we have taken certain compensation-related actions, which are described under the section entitled "Merger-Related Compensation Actions" below.

Base Salary

Base salaries for our NEOs increased less than four percent, on average, from fiscal 2026. These adjustments reflected the Compensation Committee's consideration of competitive market data as well as the individual performance and the roles and responsibilities of each NEO.

Short-Term Incentive Awards

Our NEOs were able to earn short-term incentive awards based on our level of achievement of revenue and non-GAAP operating income goals, as described later in this proxy statement, during the two six-month performance periods of fiscal 2026. As a result of our financial performance in the first half and second half of fiscal 2026, as described under "Fiscal 2026 Short-Term Incentive

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Executive Compensation

Award Opportunities," the NEOs received short-term incentive awards in amounts equal to approximately 110.1% and 86%, respectively, of their target short-term incentive award opportunities (determined as a percentage of their base salary paid during the applicable six-month performance period).

Long-Term Equity-Based Incentive Awards

Our NEOs were granted long-term equity-based incentive awards in fiscal 2026 in the form of (1) PBRSUs for which payout is based on the achievement of specific corporate performance objectives ("Objectives-based PBRSUs"), (2) PBRSUs that are earned based on the achievement of non-GAAP gross margin targets ("Gross margin PBRSUs") and (3) Service-based RSUs that vest based on continued service. As noted below under "2025 Say-on-Pay Voting Results and Shareholder Feedback," in response to shareholder feedback, beginning in fiscal 2027, PBSRUs were granted solely with respect to financial performance metrics, and the Objectives-based PBRSU award was eliminated from the program.

Our Objectives-based PBRSUs represented approximately 75% of the overall target value of the PBRSUs awarded, and are paid out based on the achievement of Company performance objectives approved by the Compensation Committee. An officer may earn up to 200% of the target number of PBRSUs if all performance targets are met. The Compensation Committee determined, with assistance from a detailed independent internal audit, whether each of the pre-established Company performance objectives were fully, partially or not achieved, based on measurable performance at the time of the Committee's assessment. Based on this assessment, in May 2026, the Committee determined that performance on the fiscal 2026 performance objectives was achieved at 134% of the maximum 200% which could have been earned.

Gross margin PBRSUs were first awarded by the Compensation Committee in fiscal 2025 to provide a longer-term performance target for which our NEOs can be evaluated. Gross margin PBRSUs represented approximately 25% of the overall target value of the PBRSUs awarded. The Gross margin PBRSUs are eligible to be earned based on the achievement of non-GAAP gross margin targets over three one-year performance periods, with the performance targets for each performance period established at the grant date. Payouts are made at threshold, target and maximum levels equal to 50%, 100% and 200% of target, respectively, with linear interpolation applied between levels. The Compensation Committee determined, with assistance from a detailed independent internal audit, that the fiscal 2026 non-GAAP gross margin objectives were achieved at 145% of target performance for fiscal 2026 established during fiscal 2025, and at 166.7% of target performance for fiscal 2026 established early during fiscal 2026.

2025 Say-on-Pay Voting Results and Shareholder Feedback

At our 2025 annual meeting of stockholders, the Company's advisory say-on-pay proposal received a lower level of support than in prior years. Our shareholders approved our say-on-pay proposal with only 59% of the vote. While the vote was advisory and non-binding, the Compensation Committee of the Board of Directors takes stockholder feedback seriously and views the say-on-pay vote as an important indicator of stockholder sentiment regarding our executive compensation philosophy, policies and practices. The voting results for our 2025 say-on-pay proposal were disappointing and contrary to very strong support we have received historically and in the four years leading up to last year's vote: 2024 (94% approval), 2023 (91% approval), 2022 (94% approval), 2021 (94% approval).

Shareholder Engagement Following the 2025 Say-on-Pay Voting Results

Following these voting results, the Company reached out to shareholders representing almost 70% of our outstanding stock and spoke with several of our largest institutional shareholders. These discussions occurred over several weeks during the third quarter of fiscal 2026 and were attended by members of our executive leadership team, together with the Chair of our Compensation Committee. These discussions were focused on our executive compensation program and the results of the August 2025 say-on-pay vote. Our Compensation Committee considered these discussions when making changes to our executive compensation program for fiscal 2027. The following summarizes the key themes we heard from shareholders during these engagements and the action that we took in response to such feedback:

Overall Compensation Structure

Shareholders generally expressed support for the balanced mix of short-term and long-term incentives in Qorvo's compensation framework. They also supported the use of performance-based incentives for equity that reward execution while providing retention incentives. They expressed concern, however, about the lack of transparency in the Objective-based metrics used in our PBRSUs and the shorter term nature of this approach.

 2026 Proxy Statement 25

Executive Compensation

Long Term Incentives and Performance Based Restricted Stock Units (PBRSUs)

With respect to the Objective-based PBRSUs, shareholders acknowledged the qualitative nature of our listed performance objectives and understood our rationale for maintaining flexibility in goal setting based on the Company's strategic goals. At the same time, investors encouraged the Company to provide as much transparency as practicable regarding our performance goals, their evaluation framework, and the Compensation Committee's assessment of results, while acknowledging the importance of protecting competitively sensitive information.

Vesting Periods for Long Term Awards

Shareholders expressed a preference for long-term incentive awards to be subject to multi-year vesting schedules and linked to financial performance measures. In particular, investors indicated that a minimum three-year vesting period for long term equity awards is viewed as an important governance feature that reinforces long term alignment with shareholders and discourages undue focus on short term results.

Performance Metrics and Relative Total Shareholder Return

Some of our shareholders also discussed with us the use of relative total shareholder return ("TSR") as a performance measure. In particular, investors expressed interest in comparisons against an appropriate index and/or a defined peer group as part of the overall compensation assessment, recognizing that relative performance can provide useful context alongside internal financial and strategic metrics. In light of the pending Skyworks merger, the Compensation Committee determined that inclusion of a relative TSR metric would not be effective at this time. However, the Compensation Committee recognizes the value of TSR as a performance metric and would consider this metric in the future subject to the consummation of the Skyworks Merger.

Program Updates for Fiscal Year 2027 in Response to Shareholder Feedback

In light of this feedback, our Compensation Committee, with the assistance of an independent compensation consulting firm, Compensia, reviewed our PBRSU program for fiscal 2027 to determine an appropriate incentive award structure that would be responsive to shareholder concerns, appropriately incentivize our executive team and reflect our commitment to our pay for performance philosophy.

As a result of this review, our Compensation Committee approved 2027 PBRSUs that are based entirely on the achievement of key corporate financial results (removing the component of our long-term incentive program that was previously tied to objectives-based results), including: (i) non-GAAP operating income (weighted 50% of the total target award value), (ii) non-GAAP gross margin (weighted 25% of the total target award value) and (iii) revenue (weighted 25% of the total target award value), each as described in more detail in the table below. Achievement of the non-GAAP operating income and non-GAAP gross margin performance metrics will be measured over three, one-year performance periods, consistent with the structure of the gross margin PBRSUs granted in fiscal 2026 (as described above). Achievement of the revenue performance metric will be measured based on Company revenue for the 2029 fiscal year and only paid after three years, if achieved.

For all three metrics, payouts may be made at threshold, target and maximum levels equal to 50%, 100% and 200% of target, respectively, with linear interpolation applied between levels. The Compensation Committee believes that this revised structure to our long-term incentive program appropriately balances our desire to provide transparency to shareholders while incentivizing performance aligned with key corporate objectives.

Executive Compensation Program

Executive Compensation Program Objectives and Philosophy

The objectives of Qorvo's executive compensation program include supporting our ability to recruit and retain qualified management, motivating our executive officers and other employees, and creating a strong alignment between the financial interests of our executive officers and our stockholders. We believe the competition in our industry for qualified executives, including our NEOs, is extremely strong. To attract and retain highly qualified employees, we must maintain an overall compensation package that is competitive with the compensation offered by the companies in our peer group and other competitors within our industry. In developing our compensation program, the Compensation Committee is regularly advised by its independent compensation consultant, Compensia.

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Executive Compensation

The Compensation Committee bases short-term incentive awards and long-term performance-based equity awards on the achievement of corporate financial and operational goals established by the Committee. While this structure places emphasis on the performance of the executive management team as a group and overall Company performance, the operational goals established are often assigned to specific members of management. The Compensation Committee considers these operational goals and other factors for evaluating individual performance in its compensation decisions.

We also believe that substantial equity ownership provides important medium-term and long-term incentives and encourages our NEOs to take actions favorable to the long-term interests of Qorvo and our stockholders. Accordingly, long-term equity-based incentive compensation makes up a significant portion of the overall target total direct compensation of our NEOs. Additionally, our NEOs and other executive officers are required to own shares of our common stock in accordance with our stock ownership guidelines, as described in more detail under "Compensation Decision-Making Processes - Stock Ownership Guidelines" below.

Executive Compensation Program - Governance

Our executive compensation program incorporates strong governance practices that support sound risk management. The table below highlights key governance practices in our executive compensation program:

 2026 Proxy Statement 27

Executive Compensation

Fiscal 2026 Executive Compensation Program Design

The key components of compensation received by our NEOs are described below:

In addition to the compensation outlined above, our NEOs are eligible to participate in the following: health & disability insurance, executive physicals, 401(k) plan, employee stock purchase plan & nonqualified deferred compensation plan.

The compensation packages of our CEO and our other NEOs are closely aligned with performance. A substantial majority of the target total direct compensation mix is at-risk and performance-based, with 60% of our CEO's and 56% of our other NEOs' target total direct compensation being tied to performance, as illustrated below:

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Executive Compensation

The Compensation Committee believes that Qorvo's executive compensation program provides a strong foundation for achieving the Company's intended objectives, while seeking increased value for our stockholders. Our compensation philosophy emphasizes team effort, which we believe fosters quick adjustment and adaptation to the rapidly changing market conditions we routinely face in our industry. The focus on company, rather than individual, performance measures in our incentive compensation programs not only helps us achieve our short-term and long-term goals, but also further aligns the interests of our executive officers with those of the Company and our stockholders. The Compensation Committee considers comparative industry data and other factors to establish each NEO's base salary, short-term incentive award opportunities and long-term equity-based incentive award opportunities.

Compensation Decision-Making Processes

Role of the Compensation Committee

The Compensation Committee is appointed by the Board to exercise the Board's authority in setting the compensation of our officers (including our NEOs), to make recommendations to the Board regarding compensation of our non-employee directors and to administer our incentive compensation plans. The Committee holds five regularly scheduled meetings each year, in addition to special meetings as needed to fulfill its obligations. Meeting agendas are established by the Chair of the Compensation Committee after consultation with our Chief Human Resources Officer, other members of the Committee and our CEO.

Role of the Compensation Consultant

The Compensation Committee has retained Compensia to assist it with executive equity and non-employee director compensation matters. The Committee selected Compensia based primarily on its principals' depth of experience in the technology industry and its prior performance as the Committee's compensation consultant. The Committee worked with Compensia to help develop compensation practices appropriate for our industry. Compensia supported the Committee in reviewing and finalizing the fiscal 2026 compensation of our NEOs, including establishing the Company's executive compensation performance metrics for fiscal 2026. In addition, Compensia also provided an analysis of non-employee director compensation and provided input on executive officer base salary and our short-term and long-term incentive plans. Compensia's recommendations to the Committee generally included suggested ranges for compensation or descriptions of policies that Compensia currently considers best practices in our industry. The Compensation Committee periodically evaluates the performance of our compensation consultant, including the engagement team, and will recommend changes as needed to assist the Committee in performing its responsibilities.

During fiscal 2026, Compensia worked only for the Compensation Committee and performed no additional services for Qorvo or any of our NEOs. The Committee approved the engagement of Compensia, including the scope of work to be performed and the proposed budget. During fiscal 2026, neither the Committee nor our management used the services of any other compensation consultant other than Compensia. All the work performed by Compensia is performed at the direction of the Committee. In connection with its engagement of Compensia, the Committee considered the factors set forth in the listing standards of Nasdaq and the relevant SEC rules on advisor independence and determined that Compensia was independent and that its engagement did not present any conflicts of interest.

Role of Executives in Establishing Compensation

During fiscal 2026, our CEO, our Chief Human Resources Officer, certain members of executive management, Compensia and the Compensation Committee met numerous times regarding compensation considerations. Each of these parties are encouraged to propose ideas or matters for the Committee to consider and evaluate with respect to our compensation structure and philosophy.

The Compensation Committee, following consultation with Compensia, establishes the annual base salary, short-term incentive award opportunities and long-term equity-based incentive award opportunities for Mr. Bruggeworth, our CEO. Mr. Bruggeworth recommends to the Compensation Committee the annual base salary, short-term incentive award opportunities and long-term equity-based incentive award opportunities for the other members of the executive leadership team, including the other NEOs, for the Compensation Committee's review, modification, and approval.

To assist the Compensation Committee in overseeing compensation practices, the Compensation Committee periodically requests that personnel from the human resources, finance and legal departments present information on compensation-related topics. Therefore, certain members of the executive management team or other employees attended portions of some Committee meetings during fiscal 2026 to fulfill these requests. Our CEO attended all of the Compensation Committee's meetings during fiscal 2026 but did not attend any portion of any meeting where his own compensation was being determined. The Committee held a portion of certain meetings during fiscal 2026 in executive session with only Compensation Committee members and, in some cases, Compensation Committee advisors present.

 2026 Proxy Statement 29

Executive Compensation

Use of Industry Comparative Data

We operate in a highly competitive industry in which retention of qualified personnel is a critical factor in operating a successful business. As such, we try to understand as much as possible about the total compensation levels and practices at other companies in our industry. In consultation with Compensia, our CEO and our Chief Human Resources Officer, the Compensation Committee develops a peer group of companies to better understand the competitive market for executive talent that it reviews at least annually. The Compensation Committee reviews the peer group periodically and made updates to our peer group to account for, among other measures, changes in revenue and market capitalization. The companies included in this peer group generally have revenue ranging from one-half to two times our annual revenue, market capitalizations ranging from one-third to three times our market capitalization and are in the semiconductor, semiconductor equipment, electrical equipment and instrument, and communications equipment business sectors. The peer group is constructed such that the median revenue and market capitalization are at or close to our financial profile. At the time the peer group was determined, Qorvo was at the 50th percentile of revenue and the 40th percentile of market capitalization of these companies.

The peer group used in fiscal 2026 consisted of the following companies:

The Compensation Committee utilizes peer group data to help establish base salaries and target short-term incentive award opportunities for each NEO. When reviewing peer group data in setting compensation, the Compensation Committee also considers each NEO's performance, level of responsibility in comparison to the other NEOs, and internal equity and other considerations and adjusts compensation as it deems appropriate.

Other Equity Award Grant Practices

We also employ the following practices with respect to equity awards:

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Executive Compensation

The Committee also has responsibilities with respect to our compensation policies and practices, which are set forth in its charter and described in more detail under "Corporate Governance - Committees and Meetings - Compensation Committee," above.

Compensation Elements

Compensation arrangements for our NEOs under our fiscal 2026 executive compensation program are composed of the following elements: (1) base salary; (2) performance-based short-term incentive awards; and (3) equity incentive awards in the form of PBRSUs and Service-based RSUs. We also provide our NEOs other compensation and employee benefits generally available to our eligible employees, such as health insurance, group life and disability insurance and participation in our 401(k) plan, our nonqualified deferred compensation plan and our employee stock purchase plan, as amended and restated, or ESPP. We believe our overall and individual incentive award grant practices contain performance-based elements that are designed to reward performance and support our strategic objectives.

Base Salaries

The Committee reviews base salaries with our compensation consultant and establishes individual base salaries for our NEOs annually. In determining individual base salaries, the Committee considers peer group data, overall responsibilities and anticipated performance, past accomplishments and performance, labor market conditions, our overall annual budget guidelines for merit and performance increases, and advice from our compensation consultant based on market practices. The base salaries for our NEOs are as shown in the table below:

Fiscal 2026 Short-Term Incentive Award Opportunities

A significant portion of each NEO's annual target total direct compensation is designed to be at-risk and linked to our operating performance. Short-term incentives for our NEOs are awarded pursuant to our short-term incentive program only when earned and are not guaranteed.

The target short-term incentive award opportunity for each NEO is expressed as a percentage of the base salary that is paid during the applicable performance period. The short-term incentive program is structured so that as an NEO's responsibility at Qorvo increases, the target short-term incentive award opportunity as a percentage of base salary will also increase. The short-term incentive award opportunities reflect the Compensation Committee's view that Mr. Bruggeworth, as our CEO, bears overall management responsibility for Qorvo, while our other NEOs have more narrow responsibilities tied to a particular business unit or function. In April 2025, the Committee approved a target short-term incentive award opportunity for fiscal 2026 for Mr. Bruggeworth at 160% of his base salary, and for each of Messrs. Brown, Chesley, Creviston, and Fego at 90% of their respective base salary (each unchanged from fiscal 2025).

For fiscal 2026, the short-term incentive award opportunities were based on two separate six-month financial performance periods. The metrics used to measure performance were (1) revenue and (2) non-GAAP operating income. The Compensation Committee chose these metrics because it believes that these are important factors driving stockholder value.

The revenue and non-GAAP operating income metrics had pre-established threshold, target and maximum levels, and each constituted 50% of the total short-term incentive award opportunity during each six-month performance period. Each NEO had the opportunity to earn a short-term incentive award in an amount between 30% and 200% of the target short-term incentive award opportunity, depending on our actual level of revenue and non-GAAP operating income during the performance period. No minimum bonus was guaranteed. Our short-term incentive compensation targets are intended to reward actual performance measured against our Board-approved operating plan.

 2026 Proxy Statement 31

Executive Compensation

The short-term incentive award earned for each metric was determined on a linear basis for achievement between the threshold and target or target and maximum levels subject to the actual performance for such metric. For the first six months of fiscal 2026, the target levels for revenue and non-GAAP operating income approximated the corresponding amounts in our annual operating plan as approved by the Board. As a result of our performance in the first six months of fiscal 2026, our NEOs earned short-term incentive awards equal to 110.1% of their target short-term incentive award opportunity for this semi-annual performance period. The following table sets forth the short-term incentive metrics and the results achieved for the first six-month performance period:

First Half of Fiscal 2026 Short-Term Incentive Components, Performance Range and Results Achieved

We set our short-term incentive award targets for the second half of fiscal 2026 based on our forecast for that period provided in October 2025, as approved by the Board. Based on our performance in the second six months of fiscal 2026, our NEOs earned short-term incentive awards equal to 86.0% of their target short-term incentive award opportunity for this semi-annual performance period. The following table sets forth the short-term incentive metrics and the results achieved for the second six-month performance period:

Second Half of Fiscal 2026 Short-Term Incentive Components, Performance Range and Results Achieved

Fiscal 2026 Long-Term Equity-Based Incentives

For fiscal 2026, the Compensation Committee granted a mix of PBRSUs and Service-based RSUs to our executive officers, including our NEOs. The amount of each award was determined by the Committee upon consideration of (1) peer group data, (2) each executive officer's base salary, short-term incentive award opportunities and PBRSU opportunities, (3) overall responsibilities and anticipated performance required for the upcoming fiscal year, (4) past accomplishments and performance and (5) internal equity and other considerations.

PBRSUs are eligible to be earned based on the achievement of (i) certain pre-established Company performance objectives and (ii) certain non-GAAP gross margin performance targets established by the Compensation Committee. No minimum level of equity award was guaranteed, and the Compensation Committee did not alter the objectives based on market or performance conditions. PBRSUs are designed so that approximately 60% of the total target value of each NEO's annual long-term equity-based incentive opportunity is linked to project milestones or key initiatives that the Compensation Committee believed had a strong potential to impact long-term stockholder value creation. Service-based RSUs generally approximate 40% of the total target value of all annual long-term equity-based incentive opportunities.

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Executive Compensation

Performance-Based Restricted Stock Unit Awards

As discussed above, in fiscal 2026, our PBRSU awards consisted of two components: (1) Objectives-based PBRSUs, where the payout is based on the achievement of Company performance objectives established by the Compensation Committee, and (2) Gross margin PBRSUs, where the payout is linked to achievement of non-GAAP gross margin targets established in advance by the Compensation Committee.

Objectives-based PBRSUs

The Objectives-based PBRSUs are eligible to be earned based on our actual performance as measured against performance objectives approved by the Compensation Committee at the beginning of the applicable performance period. The number of PBRSUs earned is determined based on the achievement of the objectives and the specific payout percentage that was assigned to each of those objectives. Depending on the achievement of the objectives, each NEO could earn up to 200% of the target number of Objectives-based PBRSUs.

Our fiscal 2026 long-term Objectives-based PBRSUs were linked to achievement during the year of key Company projects or initiatives that the Compensation Committee believed had a strong potential to impact long-term stockholder value creation. The objectives selected by the Compensation Committee were reviewed with company management to understand the importance of each of the objectives to the Company's strategy and long-term goals. Throughout the fiscal year, Company management provided updates to the Compensation Committee to help them better understand how performance towards each target objective is progressing.

The Compensation Committee uses one-year periods for these performance awards due to the importance of establishing specific, measurable goals to incentivize our NEOs in a manner that aligns with the Company's long-term objectives. The Compensation Committee believes that using a longer period to measure achievement of these objectives would reduce the effectiveness of the incentive measures because several of these objectives are tied to specific operational goals aligned with anticipated customer needs and market direction. We believe the Objectives-based PBRSUs provide appropriate long-term incentives for our NEOs, advance our achievement of long-term financial and operational goals and help support our continued performance as an industry leader. These goals were Company-based, and the performance achieved applied to the executive management team as a group.

For fiscal 2026, there were ten categories of performance goals, each with sub-goals that allow for partial achievement, which are tied to the Objectives-based PBRSUs granted to our NEOs. Goals are proposed by our leadership team and either revised or approved by our Compensation Committee following an internal review of strategic and financial priorities deemed critical to support long-term stockholder value creation. Each goal incorporates specific, measurable milestones for the evaluation of achievement during the performance period. At each quarterly meeting of our Compensation Committee, our CEO provides an assessment of our progress against the goals. The Committee believes that one of the most important benefits to Qorvo from the use of the Objectives-based PBRSUs is the focused emphasis by all participating employees on attaining the objectives as a team.

In determining the level of performance required to satisfy the performance objectives, the Compensation Committee believes that the performance goals should be challenging enough to motivate achievements and further the strategic goals of the Company.

The Committee believes that earning any awards equal to or greater than the target level of 100% should be difficult, but still possible, to achieve. Several of the goals set forth below have quantified numerical or specified design targets that must be achieved in order for the award to be earned by our NEOs. Examples include specific cost reduction targets during the fiscal year; specific target market share achievements for certain products and customers; and measurable operating improvements for certain technology. In assigning a weight to any performance objective, the Committee believes that the amount of weighting reflected in any award should be appropriate for the performance. No minimum level of award is guaranteed. In addition, the Committee believes it is inherently difficult to predict whether these performance objectives will be met. In determining whether an objective was achieved, the Compensation Committee reviewed an independent internal audit assessment of the level of achievement reached for each objective, and determined based on the assessment whether the goal was fully, partially or not achieved.

 2026 Proxy Statement 33

Executive Compensation

The following table describes the categories of performance objectives for the Objectives-based PBRSUs granted last year for the performance period ending March 28, 2026, along with the rationale, weighting, performance assessment and payout for each:

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Executive Compensation

Based on our actual performance against the pre-established performance objectives that the Compensation Committee was able to measure at the time of its assessment, our NEOs earned 134% of the maximum 200% which could have been earned for the concluded performance periods, as shown in the following table:

Gross Margin PBRSUs

NEOs were also granted Gross margin PBRSUs in fiscal 2026. These awards, which were introduced in fiscal 2025, pay out based on the achievement of certain non-GAAP gross margin performance objectives established in advance by the Compensation Committee over three, one-year performance periods. By providing a three-year horizon for non-GAAP gross margin targets, Company management is provided clear expectations and long-term incentives to improve performance.

For Gross margin PBRSUs awarded in fiscal 2025, the Compensation Committee set non-GAAP gross margin targets for fiscal 2025, fiscal 2026 and fiscal 2027. For Gross margin PBRSUs awarded in fiscal 2026, the Compensation Committee set non-GAAP gross margin targets for fiscal 2026, fiscal 2027 and fiscal 2028. Performance is then measured for each year individually and, if earned, awards vest after each year is completed and the performance results have been certified by the Compensation Committee. One-third of the shares subject to the award shall be eligible to be earned with respect to each annual performance period. Based on the non-GAAP gross margin performance achieved, each NEO may earn up to 200% of the target.

The following shows the non-GAAP gross margin metrics established by the Compensation Committee for fiscal 2026, the performance levels achieved by the Company and the payout percentage for the non-GAAP gross margin PBRSUs

 2026 Proxy Statement 35

Executive Compensation

The total number of Gross margin PBRSUs awarded to each NEO based on the achievement of the non-GAAP gross margin of 48.9% during fiscal 2026 is shown in the following table:

Fiscal 2025 Objectives-based PBRSUs Earned in Fiscal 2026

As discussed in Qorvo's 2025 Proxy Statement, one of our performance objectives for the Objectives-based PBRSUs granted for fiscal 2025 had a performance period that ended between our fiscal year end and June 30, 2025. Performance for this objective was not determined by the Compensation Committee prior to the filing of the 2025 Proxy Statement. Following the performance period, the Compensation Committee was able to assess the performance as follows:

Based on our actual performance against the pre-established performance objectives that the Compensation Committee was able to measure, the NEOs named below earned the following number of RSUs for fiscal 2025 related to achievement of the above objectives (in addition to those previously disclosed in our 2025 Proxy Statement): Mr. Bruggeworth: 6,378, Mr. Brown: 1,712, Mr. Chesley: 1,182, Mr. Creviston: 1,358 and Mr. Fego: 1,536.

Service-Based Restricted Stock Unit Awards

For fiscal 2026, the Compensation Committee granted Service-based RSUs to our executive officers. Service-based RSUs generally approximate 40% of the total target value of all annual long-term equity-based incentive opportunities. The Service-based RSUs vest over a four-year period, with 25% vesting on each anniversary of the grant date.

The following table sets forth the number of Service-based RSUs granted to each NEO in fiscal 2026, with additional detail regarding the awards set forth in the "2026 Grants of Plan-Based Awards Table."

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Executive Compensation

Other Compensation Policies and Practices

Other Employee Benefits

Our NEOs are eligible to participate in the same employee benefit plans generally available to all our employees, including health insurance, group life and disability insurance, 401(k) and our ESPP. We also maintain a non-qualified deferred compensation plan under which eligible employees, including our NEOs, may elect to defer the receipt of a portion of their base salary and some of their short-term incentive compensation, to the extent paid in cash. None of our NEOs currently elect to defer compensation under this plan. We do not provide matching contributions under our deferred compensation plan, nor do we guarantee a minimum rate of return.

Perquisites

Our named executive officers are provided only limited perquisites or other personal benefits. During the last fiscal year, our Compensation Committee approved providing our executive leadership with access to an annual executive physical. In addition, when applicable, the Company also considers relocation assistance to certain executives in connection with business-related relocation. Other than as described above, our named executive officers did not receive perquisites or other personal benefits during our last fiscal year.

Stock Ownership Guidelines

Under our Corporate Governance Guidelines, we have established stock ownership guidelines for our non-employee directors, CEO and other executive officers, which provide that within five years of first becoming a director or Section 16 officer, as applicable, they must own shares of our common stock with a specified value in the following amounts: for directors, 5x their annual cash retainers; for the CEO, 5x his or her base salary; and for other Section 16 officers, 1x their base salaries. Pursuant to our Corporate Governance Guidelines, only common stock, time-vested restricted stock, and time-vested restricted stock units owned directly by a director or Section 16 officer, held indirectly by a trust or owned by an immediate family member residing in the same household count toward the ownership requirements. Each of our Section 16 officers are in compliance with the stock ownership requirements as established in our Corporate Governance Guidelines. The Compensation Committee believes these ownership requirements help ensure that our directors and officers have meaningful equity stakes that help align their economic interests with those of our stockholders.

Employment Agreement

Mr. Bruggeworth currently has an employment agreement with Qorvo. The terms of Mr. Bruggeworth' s employment agreement are described in more detail below in the section entitled "Potential Payments upon Termination or Change-in-Control."

Change in Control Agreements

We have entered into change-in-control agreements with each of our NEOs and certain other members of our executive management team. We entered into these arrangements to acknowledge the respective employee's importance to us and our stockholders and to attempt to avoid the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate organizational changes. As more fully described in the section entitled "Potential Payments Upon Termination or Change-in-Control" below, these agreements entitle each of our NEOs to payments and benefits only if his or her employment is terminated without "cause," or by him or her for "good reason," in connection with a change in control (which will include the 90 days prior to the date of the change in control in the case of a termination without cause). The Compensation Committee believes that this "double-trigger" structure provides an appropriate balance between the corporate objectives described above and the potential compensation payable upon a qualifying termination following a change of control.

On August 14, 2025, the Board approved the entry by us into an Amended and Restated Change in Control Agreement with each of our NEOs (other than Mr. Bruggeworth) in order to better align such arrangements with market practice. Such amendments provide for, among other things, certain modifications to the NEO's severance payments and benefits as previously in effect in the event of a qualifying termination of employment in connection with a change in control of our Company, as more fully described in the section entitled "Potential Payments Upon Termination or Change-in-Control" below.

Executive Severance Plan

On August 14, 2025, the Board approved the adoption of an Executive Severance Plan to provide a market-appropriate severance framework for qualifying terminations of eligible executives. The Executive Severance Plan provides for severance payments and benefits in the event of a termination of the executive's employment without "cause" or by him or her for "good reason" other than in connection with a change in control of our Company, as more fully described in the section entitled "Potential Payments Upon Termination or Change-in-Control" below.

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Executive Compensation

Section 280G

The Skyworks Merger is treated as a change in control of the Company for purposes of the golden parachute rules under Section 280G and 4999 of the Code. These rules impose an excise tax on "excess parachute payments" and deny the employer's compensation deduction for such amounts. On December 18, 2025, the Compensation Committee approved the acceleration of payment of retention awards for Mr. Brown into the 2025 calendar year for the purpose of mitigating the impact of the application of Section 4999 of the Code in connection with the Skyworks Merger, which such awards will be subject to repayment by Mr. Brown upon the occurrence of an event as a result of which such payment (or portion thereof) would have been forfeited under its terms had such payment not been accelerated, as described above.

Treatment of Equity Awards

Other than as expressly referenced, this "Compensation Discussion and Analysis" does not describe the impact that the closing of the Skyworks Merger would have on the outstanding unvested equity awards, which is described in the Definitive Proxy Statement on Schedule 14A filed with the SEC on December 23, 2025, as amended pursuant to the Current Report on Form 8-K filed with the SEC on January 28, 2026 (together, the "Merger Proxy Materials"). 

Conclusion

The Compensation Committee believes that Qorvo's executive compensation program provides a balanced and stable foundation for rewarding our NEOs and providing them incentives to achieve corporate objectives that align with the interests of our stockholders. Based on our financial performance in fiscal 2026, our NEOs received short-term incentive awards at approximately 110.1% of their fiscal 2026 target percentage of base salary paid in the first six months of fiscal 2026 and earned approximately 86.0% of their fiscal 2026 target percentage of base salary based on Company performance for the second six months of fiscal 2026. These incentive awards are based on operating performance by the Company for each of the six-month periods measured.

For our Objectives-based PBRSUs, based on the performance objectives measurable at the time of the Compensation Committee's assessment in May 2026, our NEOs earned their PBRSUs at 134% of the maximum 200% which could have been earned. The Compensation Committee also approved a payout of Gross margin PBRSUs to our NEOs based on achievement by the Company of a non-GAAP gross margin of 48.9% for fiscal 2026.

Our executive compensation philosophy emphasizes team effort, which we believe fosters rapid adjustment and adaptation to fast-changing market conditions. We believe that our combination of short-term incentive awards and long-term performance- and service-based RSUs helps us achieve our long-term goals and will continue to align the interests of our executive officers, including our NEOs, with those of Qorvo and our stockholders.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that accompanies this report with our management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended March 28, 2026.

The Compensation Committee

Walden C. Rhines (Chair)

Richard L. Clemmer

Alan S. Lowe

Susan L. Spradley

 2026 Proxy Statement 39

Executive Compensation

Compensation of Executive Officers

Summary Compensation Table

The following table summarizes the compensation of the NEOs for the fiscal years ended March 28, 2026, March 29, 2025 and March 30, 2024. We use a 52- or 53-week fiscal year ending on the Saturday closest to March 31 of each year.

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Executive Compensation

2026 Grants of Plan-Based Awards Table

The following table provides information on restricted stock unit awards and plan-based short-term incentive awards granted to each of our NEOs with respect to fiscal 2026.

 2026 Proxy Statement 41

Executive Compensation

Equity Compensation Plans

The discussion that follows describes the material terms of our principal equity compensation plans in which the NEOs participate. The material terms of Mr. Bruggeworth's employment agreement, the change in control arrangements and the Executive Severance Plan applicable to our NEOs are described under "Potential Payments Upon Termination or Change-in-Control" below. The treatment of awards outstanding under such plans upon the closing of the Skyworks Merger is described in the Merger Proxy Materials.

Amended and Restated 2022 Stock Incentive Plan

The Company currently grants equity-based awards to eligible employees, directors and independent contractors under the 2022 Plan, which our stockholders originally approved on August 15, 2022. An amendment and restatement of the 2022 Plan was approved by our stockholders on August 13, 2025. Under the 2022 Plan, the Company is permitted to grant awards, such as restricted stock units, restricted stock awards, performance shares, performance units, stock options, stock appreciation rights and phantom stock awards, to eligible participants. The maximum number of shares issuable under the 2022 Plan may not exceed 7.7 million shares (subject to adjustment for anti-dilution purposes). As of March 28, 2026, approximately 3.8 million shares were available for issuance under the 2022 Plan. Awards under the 2022 Plan may be granted through August 14, 2032.

For a discussion of the fiscal 2026 grants of PBRSUs, which are capable of being earned based on objective performance goals, see "Compensation Discussion and Analysis - Compensation Elements - Performance-Based Restricted Stock Unit Awards." For a discussion of the methodology with respect to the grants of Service-based RSUs, see "Compensation Discussion and Analysis - Compensation Elements - Service-Based Restricted Stock Unit Awards." For a discussion of our NEOs' equity award compensation in proportion to their total compensation, see "Compensation Discussion and Analysis - Executive Compensation Program - Fiscal 2026 Executive Compensation Program Design."

Employee Stock Purchase Plan

The Company assumed the TriQuint Employee Stock Purchase Plan ("ESPP"), which is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code. An amendment and restatement of the ESPP was approved by our stockholders on August 13, 2025. All employees of the Company (including officers) who meet the eligibility requirements of the plan may participate in the ESPP. The ESPP provides eligible employees an opportunity to acquire the Company's common stock at 85% of the lower of the closing price per share of the Company's common stock on the first or last day of each six-month purchase period. The maximum number of shares that may be made available for sale under the ESPP is 10.2 million shares (subject to adjustment for anti-dilution purposes). As of March 28, 2026, approximately 5.0 million shares were available for future issuance under this plan. The Company makes no cash contributions to the ESPP but bears the expenses of its administration.

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Executive Compensation

Outstanding Equity Awards at Fiscal Year-End

The following table shows the number of shares of our common stock covered by outstanding PBRSUs and RSUs held by our NEOs on March 28, 2026. No outstanding option awards are held by our NEOs.