QCOM

• On July 31, 2026, QUALCOMM filed a prospectus supplement with the SEC covering the resale of 17,826,566 shares of common stock by selling stockholders.
• The shares were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
• The prospectus supplement was filed pursuant to a Registration Rights Agreement dated July 28, 2026, between QUALCOMM and Shareholder Representative Services LLC.
• The filing includes the Registration Rights Agreement as Exhibit 4.1 and a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as Exhibit 5.1.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP diluted EPS was $1.87, down 23% from $2.43; Non-GAAP diluted EPS was $2.21, down 20% from $2.77.
• QCT revenues were $8,504 million (down 5%), with Automotive up 61% to $1,588 million and IoT up 9% to $1,830 million; QTL revenues were $1,278 million (down 3%).
• The company returned $2.3 billion to stockholders, including $973 million in dividends and $1.4 billion in share repurchases.
• Q4 FY2026 guidance: revenues $9.7B-$10.5B, GAAP diluted EPS $1.22-$1.42, Non-GAAP diluted EPS $2.05-$2.25.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• QUALCOMM expects to issue up to 19.2 million shares of its common stock to Modular's equity owners as consideration.
• The share issuance will occur at closing, subject to customary closing conditions.
• The shares will be sold in a private placement under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
• The filing is made under Item 3.02 because the share issuance is an unregistered sale of equity securities.

3.02 Unregistered Sales of Equity Securities

• GAAP diluted EPS was $6.88, up 173% year-over-year, including a $5.7 billion income tax benefit from release of a valuation allowance.
• Non-GAAP diluted EPS was $2.65, down 7% year-over-year.
• QCT Automotive revenues reached a record $1.326 billion, up 38% year-over-year; combined QCT Automotive and IoT revenues grew 20% year-over-year.
• Company completed $5.4 billion of share repurchases in first half of fiscal 2026 and announced a new $20 billion authorization; Q3 FY26 guidance: revenues $9.2B-$10.0B, Non-GAAP EPS $2.10-$2.30.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Stockholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year ending September 27, 2026.
• Advisory vote on executive compensation was approved, and the company will continue holding such votes annually.
• The amended 2023 Long-Term Incentive Plan, including a 24,000,000 share increase, was approved.
• Two stockholder proposals—special meeting ability and China exposure report—were not approved.

5.07 Submission of Matters to a Vote of Security Holders

• GAAP net income was $3,004 million, down 6% year-over-year; Non-GAAP net income was $3,781 million, down 1%.
• QCT revenues were $10,613 million, up 5%, with record Automotive revenues of $1,101 million, up 15%.
• QTL revenues were $1,592 million, up 4%.
• For Q2 FY2026, Qualcomm guides revenues of $10.2B-$11.0B and Non-GAAP diluted EPS of $2.45-$2.65.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On January 13, 2026, Christopher D. Young informed Qualcomm's Board that he will step down as a director.
• His departure is effective as of the Company's 2026 Annual Meeting of Stockholders.
• The filing does not disclose any compensation terms related to his departure.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Kornelis (Neil) Smit informed the Qualcomm board on December 10, 2025, of his retirement.
• His retirement is effective as of the company's 2026 Annual Meeting of Stockholders.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements