National Storage Mechanism | Additional information
RNS Number : 5815B
Qualcomm Inc
01 October 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:

Mark D. McLaughlin

(b) Owner or controller of interests and short positions disclosed, if 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.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Aqua Acquisition Sub LLC (indirect wholly-owned subsidiary of Qualcomm Incorporated)

 

(d) Status of person making the disclosure:

     e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Person acting in concert with the offeror (Aqua Acquisition Sub LLC)

(e) Date dealing undertaken:

30 September 2025

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

NO

 

 

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:

27,530

0.0

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

Nil

Nil

Nil

TOTAL:

27,530

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 That Have Not Vested

Vesting Date

Exercise

Price

Grant Date

Deferred Stock Unit

5,245 (3)

7 March 2017*

Nil

7 March 2017

Deferred Stock Unit

549(1)

31 March 2017*

Nil

31 March 2017

Deferred Stock Unit

565(1)

30 June 2017*

Nil

30 June 2017

Deferred Stock Unit

594(1)

30 September 2017*

Nil

30 September 2017

Deferred Stock Unit

469(1)

31 December 2017*

Nil

31 December 2017

Deferred Stock Unit

563 (3)

31 March 2018*

Nil

31 March 2018

Deferred Stock Unit

4,560 (3)

5 April 2018*

Nil

5 April 2018

Deferred Stock Unit

533 (3)

30 June 2018*

Nil

30 June 2018

Deferred Stock Unit

409 (3)

30 September 2018*

Nil

30 September 2018

Deferred Stock Unit

516 (3)

31 December 2018*

Nil

31 December 2018

Deferred Stock Unit

4,940 (3)

12 March 2019*

Nil

12 March 2019

Deferred Stock Unit

503 (3)

31 March 2019*

Nil

31 March 2019

Deferred Stock Unit

372 (3)

30 June 2019*

Nil

30 June 2019

Deferred Stock Unit

374 (3)

30 September 2019*

Nil

30 September 2019

Deferred Stock Unit

322(1)

31 December 2019*

Nil

31 December 2019

Deferred Stock Unit

664(2)

31 December 2022*

Nil

31 December 2022

Deferred Stock Unit

2,328(2)

8 March 2023*

Nil

8 March 2023

Deferred Stock Unit

1,674(2)

5 March 2024*

Nil

5 March 2024

Deferred Stock Unit

2,119(4)

18 March 2025*

Nil

18 March 2025

Deferred Stock Unit

455 (5)

31 March 2025*

Nil

31 March 2025

Deferred Stock Unit

457(5)

30 June 2025*

Nil

30 June 2025

Deferred Stock Unit

428(5)

30 September 2025*

Nil

30 September 2025

TOTAL

28,639

 

The below figures are subject to rounding adjustments.

* All Deferred Stock Units are 100% vested on the grant date.

(1) The Deferred Stock Units will be settled in shares of Qualcomm's common stock upon termination from the Board of Directors of Qualcomm.

(2) The Deferred Stock Units will be settled in shares of Qualcomm's common stock three years from the date of grant. 

(3) The Deferred Stock Units will be settled in shares of Qualcomm's common stock (and partially in cash if election is made within 60 days of the date of grant) in accordance with the grant agreement on the earlier of (i) separation from service (provided such date is no earlier than the third anniversary of the date of grant), (ii) death, (iii) disability, or (iv) a change of control.

(4) The Deferred Stock Units will be settled in shares of Qualcomm's common stock (and partially in cash if election is made within 60 days of the date of grant) in accordance with the grant agreement on the earlier of (i) 18 March 2028, (ii) death, (iii) disability, or (iv) a change in control.

(5) The Deferred Stock Units will be settled in shares of Qualcomm's common stock (and partially in cash if election is made within 60 days of the date of grant) in accordance with the applicable grant agreement on the earlier of (i) the third anniversary of the date of grant, (ii) death, (iii) disability, or (iv) a change of control.

 

 

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

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

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

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

 

(ii)        Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

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

e.g. subscription, conversion

Details

Price per unit (if applicable)

Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001

Settlement of Deferred Stock Units

Settlement of Deferred Stock Units in 650 shares of common stock in Qualcomm Incorporated with a par value of US$0.0001

N/A

Shares of common stock in Qualcomm Incorporated with a par value of US$0.0001

Grant of Deferred Stock Units

Grant of Deferred Stock Units over 428 shares of common stock in Qualcomm Incorporated with a par value of US$0.0001

N/A

 

 

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:

1 October 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 .

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