REG - Qualcomm Inc - Form 8 (DD) - Qualcomm Incorporated
17/12/2025 07:00
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RNS Number : 8438L Qualcomm Inc 17 December 2025
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Cristiano R. Amon
(b) Owner or controller of interests and short positions disclosed, if N/A
different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form Aqua Acquisition Sub LLC (indirect wholly-owned subsidiary of Qualcomm
relates: Incorporated)
Use a separate form for each offeror/offeree
(d) Status of person making the disclosure: Person acting in concert with the offeror (Aqua Acquisition Sub LLC)
e.g. offeror, offeree, person acting in concert with the
offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken: 15 December 2025
(f) In addition to the company in 1(c) above, is the discloser making NO
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates following the dealing
Class of relevant security: Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 217,483 0.0 Nil Nil
(2) Cash-settled derivatives: Nil Nil Nil Nil
(3) Stock-settled derivatives (including options) and agreements to Nil Nil Nil Nil
purchase/sell:
TOTAL: 217,483 0.0 Nil Nil
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors'
and other employee options)
Class of relevant security in relation to which subscription right exists: Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001
Details, including nature of the rights concerned and relevant percentages:
Type of Interest Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Vesting Date Exercise Grant Date
That Have Not Vested†
Price
Performance Stock Unit 43,228((1),(5)) 15 December 2026 Nil 13 December 2023
Performance Stock Unit 41,069((1),(5)) 15 October 2027 Nil 8 October 2024
Performance Stock Unit 31,995((1),(5)) 15 December 2026 Nil 13 December 2023
Performance Stock Unit 41,069((1),(5)) 15 October 2027 Nil 8 October 2024
Restricted Stock Unit 19,999((2)) 15 December 2026 Nil 13 December 2023
Restricted Stock Unit 37,312((2)) 15 October 2027 Nil 8 October 2024
Restricted Stock Unit 61,532((3)) 31 October 2028 Nil 23 October 2025
Performance Stock Unit 46,149((4),(5)) 31 October 2028 Nil 23 October 2025
Performance Stock Unit 46,149((4),(5)) 31 October 2028 Nil 23 October 2025
TOTAL 368,502
(†) The below figures are subject to rounding adjustments.
((1)) The Performance Stock Units will vest three years from the grant date on
15 October or 15 December according to the grant month.
((2)) The Restricted Stock Units will vest in three equal annual instalments
from the grant date on 15 October or 15 December according to the grant month.
((3)) The Restricted Stock Units will vest in three equal annual instalments
from the grant date on 31 October.
((4)) The Performance Stock Units will vest three years from the grant date on
31 October.
((5)) The number of Performance Stock Units that will vest on the applicable
vesting date will be determined based on the achievement of specified
pre-established performance targets. To the extent any specified
pre-established performance targets are not satisfied, the relevant number of
Performance Stock Units will lapse on the applicable vesting date.
(†) The below figures are subject to rounding adjustments.
((1)) The Performance Stock Units will vest three years from the grant date on
15 October or 15 December according to the grant month.
((2)) The Restricted Stock Units will vest in three equal annual instalments
from the grant date on 15 October or 15 December according to the grant month.
((3)) The Restricted Stock Units will vest in three equal annual instalments
from the grant date on 31 October.
((4)) The Performance Stock Units will vest three years from the grant date on
31 October.
((5)) The number of Performance Stock Units that will vest on the applicable
vesting date will be determined based on the achievement of specified
pre-established performance targets. To the extent any specified
pre-established performance targets are not satisfied, the relevant number of
Performance Stock Units will lapse on the applicable vesting date.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for
a principal trader in the same group as a connected adviser)
Class of relevant security Purchase/sale Number of securities Price per unit
N/A N/A N/A N/A
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected adviser
Class of relevant security Purchases/ sales Total number of securities Highest price per unit paid/received Lowest price per unit paid/received
N/A N/A N/A N/A N/A
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities Price per unit
e.g. CFD e.g. opening/closing a long/short position, increasing/reducing a long/short
position
N/A N/A N/A N/A N/A
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type Expiry date Option money paid/ received per unit
e.g. American, European etc.
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit
e.g. call option
N/A N/A N/A N/A N/A
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001 Vesting of Performance Stock Units Vesting of Performance Stock Units over 32,932 shares of common stock in N/A
Qualcomm Incorporated with a par value of US$0.0001
Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001 Shares withheld to cover tax liabilities associated with the vesting of 32,932 Withheld 16,328 shares of common stock in Qualcomm Incorporated with a par US$179.26
Performance Stock Units value of US$0.0001
Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001 Vesting of Performance Stock Units Vesting of Performance Stock Units over 37,271 shares of common stock in N/A
Qualcomm Incorporated with a par value of US$0.0001
Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001 Shares withheld to cover tax liabilities associated with the vesting of Withheld 18,479 shares of common stock in Qualcomm Incorporated with a par US$179.26
37,271 Performance Stock Units value of US$0.0001
Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001 Vesting of Restricted Stock Units Vesting of Restricted Stock Units over 24,385 shares of common stock in N/A
Qualcomm Incorporated with a par value of US$0.0001
Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001 Shares withheld to cover tax liabilities associated with the vesting of 24,385 Withheld 11,529 shares of common stock in Qualcomm Incorporated with a par US$179.26
Restricted Stock Units value of US$0.0001
Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001 Vesting of Restricted Stock Units Vesting of Restricted Stock Units over 19,998 shares of common stock in N/A
Qualcomm Incorporated with a par value of US$0.0001
Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001 Shares withheld to cover tax liabilities associated with the vesting of 19,998 Withheld 9,455 shares of common stock in Qualcomm Incorporated with a par US$179.26
Restricted Stock Units value of US$0.0001
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party to
the offer or person acting in concert making the disclosure and any other
person:
Irrevocable commitments and letters of intent should not be included. If
there are no such agreements, arrangements or understandings, state "none"
None.
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer or person acting in concert making the
disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None.
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 17 December 2025
Contact name: Adam Schwenker
Telephone number: +1-858-735-1436
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .
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