思佳讯美股招股说明书(2026-08-06版)

We are offering $800,000,000 aggregate principal amount of 5.000% Senior Notes due 2028 (the “2028 notes”), $600,000,000 aggregate principal amount of 5.750%Senior Notes due 2032 (the “2032 notes”) and $600,000,000 aggregate principal amount of 6.250% Senior Notes due 2036 (the “2036 notes” and, together with the 2028notes and the 2032 notes, the “notes”). Interest on the 2028 notes and the 2036 notes is payable semi-annually in arrears on February 10 and August10 of each year,beginning on February 10, 2027. Interest on the 2032 notes is payable semi-annually in arrears on January 10 and July 10 of each year, beginning on January 10, 2027. The2028 notes will mature on August 10, 2028, the 2032 notes will mature on January 10, 2032 and the 2036 notes will mature on August 10, 2036. We may redeem all or a portion of the notes of any series, in each case at any time and from time to time prior to maturity, in whole or in part, for cash at theapplicable redemption price, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date as described under “Description of the notes —Optional redemption.” If we undergo a change of control repurchase event (as defined herein with respect to a series of notes), holders may require us to repurchase thenotes of such series in whole or in part for cash at a price equal to 101% of the principal amount of the notes repurchased, plus any accrued and unpaid interest to, but notincluding, the repurchase date. See “Description of the notes — Purchase of notes upon a change of control repurchase event.” The notes will be issued only in minimumdenominations of $2,000 and integral multiples of $1,000 in excess of $2,000. On October27, 2025, we entered into an Agreement and Plan of Merger (as amended, supplemented, amended and restated, restated or otherwise modified from timeto time, the “Merger Agreement”) with Comet Acquisition Corp., a Delaware corporation (“Merger Sub I”), Comet Acquisition II, LLC, a Delaware limited liabilitycompany (“Merger Sub II”), and Qorvo, Inc., a Delaware corporation (“Qorvo”), pursuant to which (i)Merger Sub I will be merged with and into Qorvo (the “FirstMerger”), with Qorvo surviving the First Merger, and (ii)immediately following the First Merger, and as the second step in a single integrated transaction with the FirstMerger, Qorvo will be merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II as the survivingentity in the Second Merger and a wholly owned subsidiary of Skyworks. If (i)the consummation of the Mergers does not occur on or before 11:59p.m. Pacific Time onNovember3, 2027, (ii)we notify the trustee and the holders of the 2028 notes and the 2036 notes that we will not pursue the consummation of the Mergers or (iii)theMerger Agreement has been terminated without the consummation of the Mergers (any event described in clause (i), (ii)or (iii), a “Special Mandatory RedemptionTrigger”), the 2028 notes and the 2036 notes then outstanding will be subject to a special mandatory redemption upon the terms and at the redemption price set forth in thisprospectus supplement under “Description of the notes — Special mandatory redemption of the 2028 notes and the 2036 notes.” The 2032 notes will not be subject to anyspecial mandatory redemption if the Mergers are not completed. The notes will be our senior unsecured obligations and will be equal in right of payment with our other senior unsecured indebtedness, including our existing seniornotes. The notes will be effectively subordinated to our secured indebtedness, to the extent of the assets securing that indebtedness, and will not be the obligations of any ofour subsidiaries. Accordingly, the notes will be structurally subordinated to all obligations of our subsidiaries, including if the Mergers are consummated any Qorvo Notes(as defined below) that are not tendered and accepted for exchange in the Exchange Offers (as defined below). The notes are new issues of securities with no established trading market. We do not intend to list the notes on any securities exchange or include the notes in anyautomated quotation system. Investing in the notes involves risks. See “Risk factors” beginning on pageS-7of this prospectus supplement and in PartI, Item1A, “Risk factors” beginning onpage 12 of ourAnnual Report on Form 10-K for the fiscal year ended October3, 2025, filed with the Securities and Exchange Commission (the “SEC”) on November7,2025, which is incorporated by reference herein, as well as the other information included and incorporated by reference herein. You should consider such risks carefullybefore investing in the notes. (1)Plus accrued interest, if any, from August 10, 2026. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any repres