DEF 14A of Qualcomm Inc/De, Jan 22, 2026

DEF 14A of Qualcomm Inc/De

Filed Jan 22, 2026 · FY20250001104659-26-005781

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Certificate of Incorporation and our Bylaws provide that directors are to be elected at our annual meeting of stockholders, to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified. Vacancies on the Board resulting from death, resignation, disqualification, removal or other causes may be filled by either the affirmative vote of the holders of a majority of the then-outstanding shares of common stock or by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board. Newly created directorships resulting from any increase in the number of directors may, unless the Board determines otherwise, be filled only by the affirmative vote of the directors then in office, even if less than a quorum of the Board. Any director elected as a result of a vacancy shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor has been elected and qualified. In an uncontested election, our Bylaws provide that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “for” a director nominee must exceed the number of “withhold” votes cast against that nominee). In a contested election, a director nominee will be elected by a plurality of the votes cast. In either case, abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will have no effect on the vote. In an uncontested election, if any nominee for director who is currently serving on the Board receives a greater number of “withhold” votes than votes “for” his or her election, the director shall promptly tender his or her resignation from the Board, subject to acceptance by the Board. The process that will be followed by the Board in that event is described in the “Corporate Governance” section above under the heading “Majority Voting.” Our Certificate of Incorporation provides that the number of directors shall be fixed exclusively by resolutions adopted from time to time by the Board. As previously disclosed, Kornelis (Neil) Smit and Christopher D. Young will conclude their service on the Board at the Annual Meeting. Accordingly, the Board, upon recommendation of the Governance Committee, has set the number of directors at 11, effective as of the time stockholders vote on the election of directors at the Annual Meeting. Therefore, 11 directors will stand for election at the Annual Meeting to serve as directors until the 2027 annual meeting of stockholders. The Board, upon recommendation of the Governance Committee, has nominated the individuals below for election as directors at the Annual Meeting. The nominees receiving a majority of votes cast with respect to his or her election will be elected directors of the Company. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the 11 nominees named below. Each person nominated for election has agreed to serve, if elected, and the Board has no reason to believe that any nominee will be unable to serve.

  2. ELECTION OF DIRECTORS

    | 20 | | 2026 PROXY STATEMENT |

  3. NOMINEES FOR ELECTION

    NOMINEES FOR ELECTION

  4. NOMINEES FOR ELECTION

    | | SYLVIA ACEVEDO INDEPENDENT DIRECTOR | AGE: 68 DIRECTOR SINCE: 2020 COMMITTEES: Governance OTHER PUBLIC COMPANY BOARDS: Credo Technology Group Holding Ltd (since December 2021) |

  5. NOMINEES FOR ELECTION

    EXPERIENCE: Ms. Acevedo served as Chief Executive Officer of the Girl Scouts of the United States of America, a national leadership development organization for girls, from May 2017 to August 2020 and as interim Chief Executive Officer from June 2016 to May 2017. She led a multiyear modernization, introducing more than 146 STEM and entrepreneurial programs across a nationwide membership. Ms. Acevedo served as White House Education Commissioner from May 2011 to September 2016. She was Co-Founder, President and Chief Executive Officer of CommuniCard LLC from October 2002 to March 2013 and Co-Founder and Vice President, Sales and Marketing of REBA Technologies Inc. from 2001 to 2002. Earlier in her career, she held leadership positions at Dell Inc., Autodesk, Inc., Apple Inc., IBM Corporation and the National Aeronautics and Space Administration (NASA) Jet Propulsion Laboratory. She has also advised national initiatives to expand STEM education with youth. EDUCATION: Ms. Acevedo holds a B.S. in Industrial Engineering from New Mexico State University and an M.S. in Industrial Engineering from Stanford University. She also holds an Honorary Doctorate from Washington College for her STEM national leadership and an Honorary Doctorate of Science from Duke University. Ms. Acevedo has also earned an ESG Designation from Competent Boards. QUALIFICATIONS: Ms. Acevedo’s qualifications to serve on our Board include her CEO leadership, engineering and product-development experience, and operating expertise across global technology companies. Her work in digital transformation, product execution, large-scale program implementation and advisory roles with artificial intelligence (AI)-focused technology startups provides insight into technology adoption, strategic risk and enterprise operations. Her experience serving on other public company boards also provides valuable insights to the Board.

  6. NOMINEES FOR ELECTION

    | | CRISTIANO R. AMON | AGE: 55 DIRECTOR SINCE: 2021 COMMITTEES: None OTHER PUBLIC COMPANY BOARDS: Adobe Inc. (since October 2023) |

  7. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Amon has been our President and Chief Executive Officer and a member of our Board of Directors since June 2021. He served as President and Chief Executive Officer-elect from January 2021 to June 2021 and President from January 2018 to January 2021. Mr. Amon served as Executive Vice President, Qualcomm Technologies, Inc. (QTI), a subsidiary of Qualcomm Incorporated, and President, Qualcomm CDMA Technologies (QCT), from November 2015 to January 2018. He served as Executive Vice President, QTI and Co-President, QCT from October 2012 to November 2015, Senior Vice President and Co-President, QCT from June 2012 to October 2012 and as Senior Vice President, QCT Product Management from October 2007 to June 2012, with responsibility for our product roadmap, including our Snapdragon platforms. Mr. Amon joined Qualcomm in 1995 as an engineer and throughout his tenure at Qualcomm has held several other technical and leadership positions. EDUCATION: Mr. Amon holds a B.S. in Electrical Engineering and an honorary doctorate from UNICAMP, the State University of Campinas, Brazil. Mr. Amon’s qualifications to serve on our Board include his extensive business, operational and executive management experience in the wireless telecommunications industry, including his current position as our Chief Executive Officer. His extensive knowledge of our global business, products, strategic relationships and opportunities, as well as the rapidly evolving technologies and competitive environment in the industries in which we operate, bring valuable insights and knowledge to our Board.

  8. NOMINEES FOR ELECTION

    | 2026 PROXY STATEMENT | | 21 |

  9. NOMINEES FOR ELECTION

    | | MARK FIELDS INDEPENDENT DIRECTOR | AGE: 64 DIRECTOR SINCE: 2018 COMMITTEES: Audit OTHER PUBLIC COMPANY BOARDS: Lam Research Corporation (since August 2024) Hertz Global Holdings, Inc. (since June 2021) |

  10. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Fields has been a Senior Advisor at TPG Capital LP, a global alternative asset firm, since October 2017. He served as Interim Chief Executive Officer of Hertz Global Holdings, Inc., which operates the Hertz, Thrifty and Dollar rental car brands, from October 2021 to February 2022. Mr. Fields served as President and Chief Executive Officer of Ford Motor Company, a global automotive company, from July 2014 to May 2017, and as Chief Operating Officer from December 2012 to July 2014. He joined Ford in 1989 and served in various leadership positions throughout his tenure, including Executive Vice President and President, Americas; Executive Vice President and Chief Executive Officer, Ford of Europe and Premier Automotive Group; Chairman and Chief Executive Officer, Premier Automotive Group; and President and Chief Executive Officer, Mazda Motor Corporation. Mr. Fields previously served as a director of TPG Pace Beneficial II Corp. from April 2021 to April 2023, TPG Pace Solutions Corp. from April 2021 to December 2021, IBM Corporation from March 2016 to April 2018, and Ford Motor Company from July 2014 to May 2017. EDUCATION: Mr. Fields holds a B.A. in Economics from Rutgers University and an M.B.A. from Harvard Business School. QUALIFICATIONS: Mr. Fields’ qualifications to serve on our Board include his extensive operational experience in executive management positions in the automotive industry, a key growth area for us, including leading complex global business organizations with large workforces and organizations pursuing emerging opportunities through expansion into adjacent areas, which brings valuable insights to our Board and also provides a useful resource to our senior management. Our Board and senior management also benefit from Mr. Fields’ experience from serving on other public company boards. He has been designated as an audit committee financial expert.

  11. NOMINEES FOR ELECTION

    | | JEFFREY W. HENDERSON INDEPENDENT DIRECTOR | AGE: 61 DIRECTOR SINCE: 2016 COMMITTEES: Audit (Chair) OTHER PUBLIC COMPANY BOARDS: Becton, Dickinson and Company (since August 2018) Halozyme Therapeutics, Inc. (since August 2015) |

  12. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Henderson has been President of JWH Consulting LLC, a business and investment advisory firm, since January 2018. He served as an Advisory Director to Berkshire Partners LLC, a private equity firm, from September 2015 to December 2019. Mr. Henderson served as Chief Financial Officer of Cardinal Health Inc. from May 2005 to November 2014. Prior to joining Cardinal Health, he held multiple management positions at Eli Lilly including serving as President and General Manager of Eli Lilly Canada, and Controller and Treasurer of Eli Lilly Inc., as well as various management positions with General Motors, including in Great Britain, Singapore, Canada and the U.S. Mr. Henderson previously served as a director of FibroGen, Inc. from August 2015 to June 2024. EDUCATION: Mr. Henderson holds a B.S. in Electrical Engineering from Kettering University and an M.B.A. from Harvard Business School. He has also earned a CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. Mr. Henderson’s qualifications to serve on our Board include his financial and operational executive management experience, including his significant experience in international operations, which is a source of valuable insights to our Board. His experience in senior operational and financial management positions at companies that experienced significant growth and transformation, including into additional business areas, also provides a useful resource to our senior management. Our Board and senior management also benefit from Mr. Henderson’s experience from serving on other public company boards. He has been designated as an audit committee financial expert.

  13. NOMINEES FOR ELECTION

    | 22 | | 2026 PROXY STATEMENT |

  14. NOMINEES FOR ELECTION

    | | JEREMY (ZICO) KOLTER INDEPENDENT DIRECTOR | AGE: 42 DIRECTOR SINCE: 2025 COMMITTEES: Governance OTHER PUBLIC COMPANY BOARDS: None |

  15. NOMINEES FOR ELECTION

    EXPERIENCE: Dr. Kolter is Professor and Department Head of the Machine Learning Department in the School of Computer Science at Carnegie Mellon University (CMU), a role he has held since July 2024. He joined the CMU faculty in 2012, serving as Assistant Professor from August 2012 to July 2018 and Associate Professor from July 2018 to June 2024. His research focuses on AI safety, robustness and optimization. Dr. Kolter serves as a member of the board of directors at OpenAI, where he chairs the Safety and Security Committee, since August 2024. He is the Co-founder and Chief Scientist of Gray Swan AI, an AI security company, and an advisor to BNY. Dr. Kolter has also previously served as Chief Expert at Robert Bosch and as Chief Data Scientist at C3.ai. EDUCATION: Dr. Kolter holds a B.S. in Computer Science from Georgetown University, a Ph.D. in Computer Science from Stanford University, and completed a postdoctoral fellowship at Massachusetts Institute of Technology. QUALIFICATIONS: Dr. Kolter’s qualifications to serve on our Board include his extensive academic and industry experience in AI, a key strategic area for us, including his deep technical expertise in AI safety and robust machine learning, which bring valuable insights to our Board and serve as a resource to senior management. Our Board and senior management also benefit from Dr. Kolter’s experience serving on the boards of and advising AI-focused companies.

  16. NOMINEES FOR ELECTION

    | | ANN M. LIVERMORE INDEPENDENT DIRECTOR | AGE: 67 DIRECTOR SINCE: 2016 COMMITTEES: Governance (Chair) OTHER PUBLIC COMPANY BOARDS: Samsara Inc. (since June 2021) Hewlett Packard Enterprise Co. (since November 2015) |

  17. NOMINEES FOR ELECTION

    EXPERIENCE: Ms. Livermore served as Executive Vice President of the Enterprise Business at Hewlett-Packard Company, an information technology company, from May 2004 to June 2011 and as Executive Vice President of HP Services from January 2002 to May 2004. She joined Hewlett-Packard in 1982 and served in a number of management and leadership positions across the company. Ms. Livermore previously served as a director of United Parcel Service, Inc. from November 1997 to May 2023 and Hewlett-Packard Company from June 2011 to November 2015. EDUCATION: Ms. Livermore holds a B.A. in Economics from the University of North Carolina, Chapel Hill and an M.B.A. from Stanford University. Ms. Livermore’s qualifications to serve on our Board include her extensive operational experience in executive management positions at global technology companies, including leading complex global business organizations with large workforces. Her significant experience in the areas of technology, marketing, sales, research and development and business management provides valuable insights to our Board and also provides a useful resource to our senior management. Our Board and senior management also benefit from Ms. Livermore’s experience from serving on other public company boards.

  18. NOMINEES FOR ELECTION

    | 2026 PROXY STATEMENT | | 23 |

  19. NOMINEES FOR ELECTION

    | | MARK D. McLAUGHLIN INDEPENDENT DIRECTOR | AGE: 60 DIRECTOR SINCE: 2015 CHAIR OF THE BOARD OTHER PUBLIC COMPANY BOARDS: Snowflake Inc. (since April 2023) Rubrik, Inc. (since November 2022) |

  20. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. McLaughlin served as Vice Chairman of the Board of Palo Alto Networks, Inc., a global cybersecurity company, from June 2018 to December 2022. He served as Chairman of the Board and Chief Executive Officer of Palo Alto Networks from August 2016 to June 2018 and as Chairman of the Board, President and Chief Executive Officer from April 2012 to August 2016. Mr. McLaughlin joined Palo Alto Networks as President and Chief Executive Officer, and as a director, in August 2011 and became Chairman of the Board in April 2012. He served as President and Chief Executive Officer and as a director of VeriSign, Inc. from August 2009 to August 2011 and as President and Chief Operating Officer from January 2009 to August 2009. Mr. McLaughlin served in various other management and leadership roles at VeriSign from February 2000 through November 2007 and provided consulting services to VeriSign from November 2008 to January 2009. Prior to joining VeriSign, Mr. McLaughlin was Vice President, Sales and Business Development at Signio Inc., which was acquired by VeriSign in February 2000. Mr. McLaughlin served on the National Security Telecommunications Advisory Committee (NSTAC) from January 2011 to April 2023 and as Chairman of the NSTAC from November 2014 to December 2016. EDUCATION: Mr. McLaughlin holds a B.S. from the U.S. Military Academy at West Point and a J.D. from Seattle University School of Law. Mr. McLaughlin’s qualifications to serve on our Board include his operational and executive management experience at several global technology companies. Mr. McLaughlin’s service on the NSTAC, as well as his experience as Chief Executive Officer and a member of the board of directors of a company recognized as a leader in cybersecurity, provide him with extensive knowledge regarding the operations and security of telecommunications systems and cybersecurity matters, which bring valuable insights to our Board. Our Board and senior management also benefit from Mr. McLaughlin’s experience from serving on other public company boards.

  21. NOMINEES FOR ELECTION

    | 24 | | 2026 PROXY STATEMENT |

  22. NOMINEES FOR ELECTION

    | | JAMIE S. MILLER INDEPENDENT DIRECTOR | AGE: 57 DIRECTOR SINCE: 2020 COMMITTEES: Audit OTHER PUBLIC COMPANY BOARDS: None |

  23. NOMINEES FOR ELECTION

    EXPERIENCE: Ms. Miller has served as Executive Vice President, Chief Financial Officer of PayPal Holdings, Inc., a leading digital payments company, since November 2023 and as Chief Operating Officer of PayPal since February 2025. She served as Global Chief Financial Officer of Ernst & Young Global Limited (EY), a global provider of assurance, tax, strategy and transactions and consulting services, from February 2023 to June 2023 (having left the firm following EY’s decision to abandon its proposed spin-off transaction). Ms. Miller served as Chief Financial Officer of Cargill, Incorporated, a global food, agricultural, financial and industrial products company, from June 2021 to January 2023 and as Head of Corporate Strategy and Development of Cargill from April 2022 to January 2023. Ms. Miller served as Senior Vice President and Chief Financial Officer of General Electric Company (GE), a multinational power, renewable energy, aviation and healthcare company, from November 2017 to February 2020. She served as President and Chief Executive Officer of GE Transportation from October 2015 to November 2017, as Chief Information Officer (CIO) of GE from April 2013 to October 2015, and as Vice President, Controller and Chief Accounting Officer of GE from April 2008 to April 2013. Prior to joining GE in 2008, she served as Senior Vice President and Controller of WellPoint, Inc. (now Anthem), and as a partner at PricewaterhouseCoopers LLP. Ms. Miller previously served as a director of Baker Hughes, a GE company, from July 2017 to September 2019. EDUCATION: Ms. Miller holds a B.S. in Accounting from Miami University in Oxford, Ohio. QUALIFICATIONS: Ms. Miller’s qualifications to serve on our Board include her extensive financial and operational executive management expertise, including her significant experience in accounting and finance matters and in large global organizations, which is a source of valuable insights to our Board. Her experience in executive management positions at large organizations undergoing transformation also provides a useful resource to our senior management. Further, having served as CIO and later supervising the CIO for a major multinational corporation, Ms. Miller brings additional knowledge and experience in the area of cybersecurity to our Board. She has been designated as an audit committee financial expert.

  24. NOMINEES FOR ELECTION

    | | MARIE MYERS INDEPENDENT DIRECTOR | AGE: 57 DIRECTOR SINCE: 2024 COMMITTEES: Audit OTHER PUBLIC COMPANY BOARDS: None |

  25. NOMINEES FOR ELECTION

    EXPERIENCE: Ms. Myers has been Executive Vice President and Chief Financial Officer of Hewlett Packard Enterprise Company (HPE), a global edge-to-cloud technology company, since January 2024. She served as Chief Financial Officer of HP Inc. (HP) from February 2021 to January 2024, acting Chief Financial Officer from October 2020 to February 2021, Chief Transformation Officer from June 2020 to May 2021, and Chief Digital Officer from March 2020 to June 2020. Ms. Myers served as the Chief Financial Officer of UiPath Inc. from December 2018 to December 2019. Prior to that, Mr. Myers held various positions within the audit and finance organizations of HP and the Hewlett-Packard Company beginning in 2001. Ms. Myers previously served as a director of KLA Corporation from February 2020 to November 2024 and F5 Networks, Inc. from January 2019 to January 2024. EDUCATION: Ms. Myers holds a B.A. in Political Science and Journalism and a Bachelor of Economics from the University of Queensland and an M.B.A. with a focus in marketing and finance from the University of St. Thomas. Ms. Myers’ qualifications to serve on our Board include her extensive experience as a finance executive for a multinational technology company and experience managing the internal audit and financial operations functions, which bring an important and valuable perspective to our Board. Her experiences also provide valuable insight into challenges faced by a technology company with an international presence. She has been designated as an audit committee financial expert.

  26. NOMINEES FOR ELECTION

    | 2026 PROXY STATEMENT | | 25 |

  27. NOMINEES FOR ELECTION

    | | IRENE B. ROSENFELD INDEPENDENT DIRECTOR | AGE: 72 DIRECTOR SINCE: 2018 COMMITTEES: HR and Compensation (Chair) OTHER PUBLIC COMPANY BOARDS: None |

  28. NOMINEES FOR ELECTION

    EXPERIENCE: Ms. Rosenfeld served as Chairman of the Board of Mondelēz International, Inc., a global snack food and beverage company (which changed its name from Kraft Foods, Inc. in October 2012), from November 2017 to March 2018, as Chairman and Chief Executive Officer from March 2007 to November 2017 and as Chief Executive Officer and a director from June 2006 to March 2007. Prior to that, she served as Chairman and Chief Executive Officer of Frito-Lay, a division of PepsiCo, Inc., from September 2004 to June 2006. Ms. Rosenfeld was employed continuously by Mondelēz International and its predecessor companies, in various capacities from 1981 to 2003, including President, Kraft Foods North America; President, Kraft Foods Operations, Technology & Information Systems; and President, Kraft Foods Canada, Mexico and Puerto Rico. EDUCATION: Ms. Rosenfeld holds a B.A. in Psychology, an M.S. in Business and a Ph.D. in Marketing & Statistics from Cornell University. QUALIFICATIONS: Ms. Rosenfeld’s qualifications to serve on our Board include her extensive executive management experience, including experience in international operations, which is a source of important insights to our Board and provides a useful resource to our senior management. Her experience with corporate governance matters and service on other public company boards also provide valuable insights to our Board.

  29. NOMINEES FOR ELECTION

    | | JEAN-PASCAL TRICOIRE INDEPENDENT DIRECTOR | AGE: 62 DIRECTOR SINCE: 2020 COMMITTEES: HR and Compensation OTHER PUBLIC COMPANY BOARDS: Schneider Electric SE (since April 2013) |

  30. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Tricoire has been Chairman of the Board of Schneider Electric SE, a global energy and automation digital solutions company, since April 2013. He served as Chief Executive Officer of Schneider Electric from May 2006 to April 2023, as Chief Operating Officer from January 2004 to May 2006 and as Executive Vice-President of Schneider Electric’s International Division from January 2002 to January 2004. Mr. Tricoire joined Schneider Electric in 1986 and held numerous leadership positions throughout his tenure, including operational functions in China, Italy, South Africa and the United States. EDUCATION: Mr. Tricoire holds a degree in Electronic Engineering from École Supérieure d’Électronique de l’Ouest in France and an M.B.A. from Centre d’études Supérieures du Management à Lyon (EM Lyon) in France. He has also earned a Corporate Director Certificate from Harvard Business School and a CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. Mr. Tricoire’s qualifications to serve on our Board include his extensive executive management experience both in the technology industry and in large organizations, including those addressing changing technologies and applications. His broad experience in international operations also provides a useful resource to our senior management. In addition, Mr. Tricoire brings a non-US perspective to issues facing us, including a focus on corporate sustainability, enhancing the range of perspectives and understanding of our Board. Our Board and senior management also benefit from Mr. Tricoire’s experience from serving on other public company boards.

  31. NOMINEES FOR ELECTION

    | 26 | | 2026 PROXY STATEMENT |

  32. NOMINEES FOR ELECTION

    The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to elect each of the 11 nominees for director, meaning that the number of votes cast “for” a nominee’s election must exceed the number of “withhold” votes cast against that nominee. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote for each of the 11 nominees, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the vote. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE DIRECTOR NOMINEES.

  33. NOMINEES FOR ELECTION

    | 2026 PROXY STATEMENT | | 27 |

  34. COMPENSATION PROGRAM BEST PRACTICES

    COMPENSATION PROGRAM BEST PRACTICES Our fiscal 2025 executive compensation program continues to reflect stockholder feedback and best practices, as summarized on page 5 of this proxy statement. In particular: • We regularly engage with our stockholders regarding our executive compensation program and thoroughly consider the feedback we receive. • Our HR and Compensation Committee oversees our executive compensation program design and provides general oversight of certain company-wide human capital management initiatives. • A majority of the equity awards granted to our NEOs in fiscal 2025 are performance-based, as described more fully in the Compensation Discussion and Analysis (CD&A) section of this proxy statement. • We use a balanced portfolio of performance metrics in our incentive plans. Our incentive plans include both relative and absolute performance metrics and measure both top-line growth through Adjusted Revenues in our Annual Cash Incentive Plan (ACIP) and profitability through Adjusted Operating Income in our ACIP and Adjusted Earnings Per Share (EPS) in our Performance Stock Units (PSUs). Our ACIP also includes a non-financial performance modifier that is based on human capital advancements. Progress in this area is assessed annually by the HR and Compensation Committee. • We have rigorous performance objectives, including challenging operating goals for our ACIP and PSUs. For example, our relative total stockholder return (RTSR) PSUs require that we achieve a 55th percentile rank for the target payout, and a 90th percentile rank for the maximum payout, with a cap on payout at target if absolute total stockholder return (TSR) is negative. Earned amounts under our ACIP are limited to 2x target amounts, and earned PSUs are limited to 2x target shares. • We have robust stock ownership guidelines, including a CEO guideline of 10x base salary. • We have a clawback policy that applies to both cash and equity incentives. • Our independent compensation consultant is retained by and reports to the HR and Compensation Committee. • Our peer group is reviewed annually and is size- and industry-appropriate to avoid disparate benchmarking. • We have a “double-trigger” provision for vesting of equity in connection with a change in control and we do not provide tax gross-up payments in connection with severance or change in control payments. We continue our many ongoing executive compensation practices that promote consistent leadership, decision-making and pay-for-performance alignment without encouraging inappropriate or unnecessary risk, as discussed in detail in the CD&A.

  35. REQUIRED VOTE AND BOARD RECOMMENDATION

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE IN THE SHARE RESERVE BY 24,000,000 SHARES We are asking stockholders to approve the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, which was adopted by our Board upon the recommendation of the HR and Compensation Committee, subject to stockholder approval. Throughout this proxy statement, we refer to our current Amended and Restated 2023 Long-Term Incentive Plan, as originally established on March 8, 2023 and most recently amended and restated on March 18, 2025, as the 2023 LTIP, and we refer to the amended and restated 2023 LTIP, as approved by the Board and recommended for approval by stockholders at the Annual Meeting, as the Restated 2023 LTIP. We are seeking stockholder approval of the Restated 2023 LTIP in order to: • increase the number of shares of common stock we have available for the grant of equity awards by an additional 24,000,000 shares, and • implement a corresponding increase to the number of shares that may be issued in settlement of exercised incentive stock options by an additional 24,000,000 shares. Except for the foregoing increases, there are no material differences between the terms of the 2023 LTIP and the Restated 2023 LTIP. If stockholders do not approve the Restated 2023 LTIP, the Company will continue to have the authority to grant awards under the 2023 LTIP under its current provisions. However, without the Restated 2023 LTIP, we estimate that the shares available for grant under the 2023 LTIP will be insufficient to meet our anticipated employee recruiting and retention needs. As of December 15, 2025, 39,222,624 shares remained available for grant for new awards under our 2023 LTIP. Stockholder approval of the Restated 2023 LTIP will enable us to continue to grant equity awards to deserving individuals and remain competitive with our industry peers. We believe that equity awards are critical incentives to recruiting, retaining and motivating the best employees in our industry. The approval of the proposed Restated 2023 LTIP will allow us to continue to provide such incentives. If this proposal is not approved, we believe we would be at a significant disadvantage against our competitors for recruiting, retaining and motivating those individuals who are critical to our success, and we could be forced to increase cash compensation, reducing resources available to meet our other business needs.

  36. Equity is Essential to Talent Acquisition and Retention

    Equity is Essential to Talent Acquisition and Retention It is important to our Board to ensure that we are being fiscally responsible with respect to how and when we fund programs that promote our ability to motivate and retain key talent in a competitive market. We firmly believe that employees with a stake in the future success of our business are highly motivated to achieve the long-term growth objectives of our business and are well-aligned with the interests of our other stockholders to increase stockholder value. We have a long-standing practice of granting equity awards not only to our executives and directors, but broadly among our employees. As of December 15, 2025, we had approximately 49,500 employees (not including temporary employees), of which approximately 90% received an equity award during fiscal 2025. We believe it is essential that we continue the use of equity compensation to better position us in the market and allow us to retain our skilled employees while attracting talented new employees to help us achieve our objectives, which include increasing stockholder value by growing the business. Without the approval of an addition to our share reserve, we may be severely limited in our ability to attract and retain critical employees or may be required to significantly increase cash compensation, which could have an adverse impact on our business and financial results. We intend to use the additional shares to recruit and retain employees globally. If approved, we anticipate that the share reserve available under the Restated 2023 LTIP would allow us to maintain our regular equity compensation program without interruption until 2027 and potentially until 2028. The applicable period that the shares reserved under the Restated 2023 LTIP will actually last will depend on various factors, such as the number of grant recipients, future grant practices, our stock price and forfeiture rates.

  37. KEY FEATURES OF THE RESTATED 2023 LTIP

    KEY FEATURES OF THE RESTATED 2023 LTIP Some key features of the Restated 2023 LTIP are described below with additional detail provided in the Summary of the Restated 2023 LTIP below and the full text of the Restated 2023 LTIP, a copy of which is attached to this proxy statement as Appendix B:

  38. KEY FEATURES OF THE RESTATED 2023 LTIP

    | 2026 PROXY STATEMENT | | 33 |

  39. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE • Administration. The Restated 2023 LTIP would generally be administered by the HR and Compensation Committee, which is composed entirely of independent, non-employee directors, and which currently administers our 2023 LTIP. • Fungible Share Ratio. Awards other than stock options and stock appreciation rights (full-value awards) are charged against the Restated 2023 LTIP share reserve at the rate of two shares for each share actually granted. • Stockholder Approval is Required for Any Additional Shares. The Restated 2023 LTIP does not contain an annual “evergreen” provision, but instead reserves a fixed maximum number of shares of common stock. Additional stockholder approval is required to increase that number. • Repricings. Stock options and freestanding stock appreciation rights may not be repriced without stockholder approval. • No Liberal Share Recycling for Stock Options or Stock Appreciation Rights. Shares tendered, exchanged or withheld to pay the exercise price or to satisfy withholding taxes with respect to stock options or stock appreciation rights are not available again for grant. • Award Limits for Non-Employee Directors. The aggregate value of all regular compensation paid to any non-employee director for services rendered in any calendar year, inclusive of cash and the grant date fair value of equity awards under the Restated 2023 LTIP, is limited to $800,000. • No Dividend Payment Until Underlying Shares Vest. Dividends and dividend equivalents on restricted stock, restricted stock units and performance share awards vest and are paid only if and to the extent those underlying awards become vested. • Limited Transferability. Awards are not transferable except by will or by the laws of descent and distribution, or pursuant to a domestic relations order. • No Liberal Change in Control Definition. The Restated 2023 LTIP defines change in control based, in part, on the consummation of the transaction rather than the announcement or stockholder approval of the transaction.

  40. Overhang

    | | Number of Shares (as of December 15, 2025) | | | Outstanding Award Type | Under LTIP (1) | Under all Equity Plans (2) | | Stock Options (3) | 54,194 | 54,194 | | Weighted-average exercise price | $38.43 | $38.43 | | Weighted-average remaining term (years) | 4.57 | 4.57 | | Restricted Stock Units | 40,201,851 | 40,201,851 | | Performance Stock Units (4) | 2,164,091 | 2,164,091 | | Deferred Stock Units | 141,667 | 141,667 | | Total shares subject to outstanding awards | 42,561,803 | 42,561,803 | | Number of shares remaining available for grant (5) | 39,222,624 | 39,358,966 |

  41. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

  42. 3-Year Historical Burn Rate

    | Key Equity Metrics | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | | Percentage of equity awards granted to NEOs (1) | 2.4% | 2.4% | 2.7% | | Equity burn rate (2) | 2.3% | 1.9% | 2.1% | | Dilution (3) | 11.2% | 9.5% | 9.3% | | Overhang (4) | 3.3% | 2.7% | 2.8% |

  43. SUMMARY OF THE RESTATED 2023 LTIP

    SUMMARY OF THE RESTATED 2023 LTIP The following paragraphs summarize the material terms of the Restated 2023 LTIP. Except for the additional shares requested for the Restated 2023 LTIP, there are no material differences between the Restated 2023 LTIP and the 2023 LTIP terms. This summary does not purport to be a complete description of all of the provisions of the Restated 2023 LTIP. It is qualified in its entirety by reference to the full text of the Restated 2023 LTIP, a copy of which is attached to this proxy statement as Appendix B.

  44. General

    General The Restated 2023 LTIP provides for the grant of incentive and nonstatutory stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance units and performance shares (including performance stock units, deferred compensation awards and other stock-based awards). Incentive stock options granted under the Restated 2023 LTIP are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). Nonstatutory stock options granted under the Restated 2023 LTIP are not intended to qualify as incentive stock options under the Code.

  45. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE the full Board, the HR and Compensation Committee and any officer(s) of the Company to whom such authority may be delegated as provided in the Restated 2023 LTIP, to the extent such delegation is applicable.

  46. Maximum Number of Shares Issuable Under the Restated 2023 LTIP

    Maximum Number of Shares Issuable Under the Restated 2023 LTIP Maximum Number of Shares Issuable. If stockholders approve the Restated 2023 LTIP, as of the date of the Annual Meeting, the aggregate number of shares that could be issued pursuant to awards would be increased by 24,000,000 shares, and the aggregate number of shares of stock that may be issued pursuant to awards granted under the Restated 2023 LTIP on and after the date of the Annual Meeting would be 63,222,624 shares of stock, reduced by one share subject to any stock option or stock appreciation right, and two shares subject to any full-value award, that is granted under the 2023 LTIP after December 15, 2025 and prior to the date of the Annual Meeting, and increased by the number of any Returning Shares (as defined below). The Returning Shares consist of the following number of shares subject to awards granted under the 2016 LTIP or 2023 LTIP that were outstanding as of December 15, 2025 or granted under the 2023 LTIP after December 15, 2025 and prior to the Annual Meeting: • the number of any shares subject to outstanding stock options which expire, or for any reason are forfeited, canceled or terminated without being exercised, plus • the number of any shares subject to outstanding full-value awards (including restricted stock units, performance shares and deferred stock units) which are forfeited, terminated, canceled, not earned due to any performance goal that is not met or that fail to vest or are otherwise reacquired without having become vested, in each case with the number of shares that may be issued pursuant to the Restated 2023 LTIP being increased by two times the number of such shares, plus • the number of any shares subject to outstanding full-value awards granted that are paid in cash, exchanged by a participant or withheld by the Company to satisfy any tax withholding or tax payment obligations related to such award, in each case with the number of shares that may be issued pursuant to the Restated 2023 LTIP being increased by two times the number of such shares. Share Counting. The following are other rules for counting shares against the maximum number of shares that may be issued pursuant to the Restated 2023 LTIP: • Full-value awards are counted against the Restated 2023 LTIP’s aggregate share limit as two shares for every one share actually issued in connection with the award. • To the extent that shares are delivered pursuant to the exercise of a stock option or stock appreciation right, the number of underlying shares to which the exercise related shall be counted against the applicable share limits, regardless of the number of shares actually issued. Further, any shares that are exchanged by a participant or withheld by the Company as full or partial payment of the exercise price of any stock option or stock appreciation right or to satisfy any tax withholding or payment obligations related to any stock option or stock appreciation right will not be available for issuance of subsequent awards under the Restated 2023 LTIP. • To the extent that an award is settled in cash, the shares that would have been issued had there been no such cash settlement will not be counted against the number of shares available for issuance under the Restated 2023 LTIP. • Shares that are subject to awards that are forfeited, terminated, canceled, not earned due to any performance goal that is not met or otherwise fail to vest or are reacquired by the Company will again be available for subsequent awards under the Restated 2023 LTIP. Any such shares subject to full-value awards will be credited as two shares for purposes of determining the maximum number of shares available for issuance under the Restated 2023 LTIP. • If shares are exchanged by a participant or withheld by the Company to satisfy the tax withholding or payment obligations related to any full-value award, the maximum number of shares that are issuable pursuant to the Restated 2023 LTIP will be credited with two shares for each such share (however, any shares withheld or exchanged to satisfy any amount in excess of the maximum statutory withholding rate will be counted against the aggregate number of shares that may be issued pursuant to the Restated 2023 LTIP). • Shares tendered (by attestation or otherwise), exchanged or withheld as full or partial payment of the exercise price of any option or stock appreciation right will not be available for subsequent awards; shares exchanged or withheld to satisfy the tax withholding or tax payment obligations related to any option or stock appreciation right will not be available for subsequent awards; shares purchased or repurchased by the Company with option proceeds will not be available for subsequent awards; and shares covered by an option or stock appreciation right, to the extent that it is exercised and settled in shares, and whether or not shares are actually issued upon exercise, will be considered issued or transferred pursuant to the Restated 2023 LTIP. Shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the Restated 2023 LTIP unless determined otherwise by the Committee, and such awards may reflect the original terms of the related award being assumed or substituted for and need not comply with other specific terms of the Restated 2023 LTIP.

  47. Maximum Number of Shares Issuable Under the Restated 2023 LTIP

    | 36 | | 2026 PROXY STATEMENT |

  48. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE • Shares of stock of an acquired company that are available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition (as adjusted using the exchange ratio or other adjustment formula used in such acquisition or combination to determine the consideration payable to its stockholders) may be used for awards under the Restated 2023 LTIP and will not reduce the number of shares available for issuance under the Restated 2023 LTIP, provided that awards using such available shares cannot be made after the date the awards or grants could have been made under the terms of the pre-existing plan and will only be made to individuals who were not employees, consultants or non-employee directors of the Company prior to such acquisition or combination.

  49. Eligibility and Award Limitations

    Eligibility and Award Limitations Awards other than incentive stock options are generally granted to our employees and non-employee directors, although the Restated 2023 LTIP permits the grant of awards to consultants. Incentive stock options may be granted only to employees. As of December 15, 2025, the Company had approximately 49,500 employees (not including temporary employees), 12 non-employee directors and approximately 7,400 consultants who were eligible to participate in the 2023 LTIP. Consistent with past practices, the Company has not granted awards to consultants under the 2023 LTIP and does not currently intend to grant awards to consultants under the Restated 2023 LTIP. The number of shares issued under the Restated 2023 LTIP pursuant to the exercise of incentive stock options may not exceed 143,950,000 shares. If an incentive stock option is granted to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power of the Company, or any of its parent or subsidiary corporations, the option must be granted at an exercise price that is at least 110% of the fair market value of the Company’s stock on the date of grant, and the term of the option must not exceed five years. The aggregate fair market value, determined at the time of grant, of the shares of common stock with respect to which incentive stock options granted under the Restated 2023 LTIP that are exercisable for the first time by an optionee during any calendar year (under all our plans and our parent and subsidiary corporations) may not exceed $100,000.

  50. Restrictions on Transfer

    Restrictions on Transfer During a participant’s lifetime, exercisable awards (stock options and stock appreciation rights) may be exercised only by the participant or the participant’s guardian or legal representative. Restated 2023 LTIP awards shall not be subjected in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment. Participants may not transfer equity awards granted under the Restated 2023 LTIP, except by will or by the laws of descent and distribution, or pursuant to a domestic relations order.

  51. Stock Options and Stock Appreciation Rights

    Stock Options and Stock Appreciation Rights The following is a general description of the terms of stock options and stock appreciation rights that may be awarded under the Restated 2023 LTIP. Individual grants may have different terms, subject to the overall requirements of the Restated 2023 LTIP. Exercise Price; Payment. The exercise price of incentive stock options under the Restated 2023 LTIP may not be less than the fair market value of the Company’s common stock subject to the option on the date of grant, and in some cases may not be less than 110% of the fair market value on the grant date, as described above. The exercise price of a nonstatutory stock option and a stock appreciation right may not be less than the fair market value of the Company’s stock subject to the award on the date of grant. The exercise price of options granted under the Restated 2023 LTIP must be paid: (1) in cash, check or a cash equivalent; (2) by tender of shares of common stock of the Company subject to attestation to the ownership of the shares and to having a fair market value not less than the exercise price; (3) if permitted by the Committee (and provided that the participant is an employee and not an officer or non-employee director) and to the extent allowed by law, by means of a promissory note; (4) by net exercise whereby the number of shares issuable upon the exercise of the option is reduced by a number of shares having a fair market value equal to the exercise price; (5) in any other form of payment as may be approved by the Committee; or (6) by a combination of the above forms of payment. Repricing and Reload Options Prohibited. The Company may not, without obtaining stockholder approval, (1) amend or modify the terms of any outstanding option or stock appreciation right to reduce the exercise price; (2) cancel, exchange or permit or accept the surrender of any outstanding option or stock appreciation right in exchange for an option or stock appreciation right with a lower exercise price; or (3) cancel, exchange or permit or accept the surrender of any outstanding option or stock appreciation right in exchange for any other award, cash or other securities for purposes of repricing that option or stock appreciation right. Also, no option may be granted to any participant on account of the use of shares to exercise a prior option.

  52. Stock Options and Stock Appreciation Rights

    | 2026 PROXY STATEMENT | | 37 |

  53. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE Exercise. Stock options and stock appreciation rights granted under the Restated 2023 LTIP vest in cumulative increments as determined by the Committee, provided that the holder’s employment by, or service as a director of or consultant to, the Company or certain related entities or designated affiliates, continues from the date of grant until the applicable vesting date. Stock options and stock appreciation rights granted under the Restated 2023 LTIP may be subject to different vesting terms. In addition, the Committee has the power to accelerate the time during which an award may be exercised. Term. The maximum term of stock options and stock appreciation rights under the Restated 2023 LTIP is 10 years, except for certain incentive stock options with a maximum term of five years, as described above. The Restated 2023 LTIP provides for the earlier termination of an award due to the holder’s termination of service.

  54. Restricted Stock Units

    Restricted Stock Units The Committee may grant restricted stock units under the Restated 2023 LTIP. Restricted stock units represent a right to receive shares of the Company’s common stock at a future date determined in accordance with the participant’s award agreement. There is no purchase or exercise price associated with restricted stock units or with the shares issued in settlement of the award. The Committee may grant restricted stock unit awards that are subject to time-based vesting or performance-based vesting. Participants may not transfer shares acquired pursuant to restricted stock units until the units vest and are settled. Participants have no voting rights or rights to receive cash dividends with respect to restricted stock unit awards until shares of common stock are issued in settlement of such awards. However, the Committee may grant restricted stock units that entitle the holders to receive dividend equivalents, which are rights to receive additional restricted stock units or cash amounts on restricted stock units that vest based on the value of any cash dividends the Company declares prior to the settlement of vested restricted stock units. Any dividend equivalents are subject to the same restrictions and risk of forfeiture as the underlying award.

  55. Restricted Stock Awards

    Restricted Stock Awards The Committee may grant restricted stock awards under the Restated 2023 LTIP specifying the number of shares of stock subject to the award and including such terms and conditions as the Committee shall from time to time establish. The Committee determines the purchase price payable under restricted stock purchase rights, which may be less than the then current fair market value of the Company’s common stock. Restricted stock awards may be subject to vesting conditions specified by the Committee based on service or performance criteria. Participants may not transfer shares acquired pursuant to a restricted stock award until the shares vest. Unless otherwise provided by the Committee, participants forfeit any unvested shares of restricted stock upon termination of service. Participants holding restricted stock generally may vote the shares and receive any dividends paid; however, no dividends or distributions will be paid on shares of stock subject to vesting conditions except to the extent that such vesting conditions are satisfied, and the restrictions on the original restricted stock award apply to adjustments made upon a change in the capital structure of the Company, and any substituted or additional securities or property arising from such award.

  56. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE common stock are issued to the participant in settlement of the deferred stock units. However, participants holding deferred stock units may receive dividend equivalents credited in the form of additional stock units as determined by the Committee. Prior to settlement, deferred stock units may not be assigned or transferred other than by will or the laws of descent and distribution, or pursuant to a domestic relations order.

  57. Adjustments Upon Certain Corporate Events

    Adjustments Upon Certain Corporate Events In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, the Restated 2023 LTIP provides for appropriate adjustments in (i) the maximum number and class of shares subject to the Restated 2023 LTIP and to any outstanding awards, and (ii) the exercise price per share of any outstanding awards. Any fractional share resulting from an adjustment is rounded down to the nearest whole number, and at no time will the exercise price of any stock option or stock appreciation right be decreased to an amount less than par value of the stock subject to the award. Change in Control. Unless otherwise provided in the stock award agreement, any other written agreement between the Company or any of its affiliates and the participant, or in any director compensation policy of the Company, in the event of a change in control outstanding stock awards may be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue or substitute for such stock awards, then subject to consummation of the change in control (i) with respect to any such stock awards that are held by individuals whose continuous service has not terminated prior to the effective date of the change in control, the vesting and exercisability provisions of such stock awards will be accelerated in full (and with respect to any performance stock awards, vesting will be deemed satisfied at either 100% of the target level or at such applicable vesting level based on the applicable level of achievement of performance goals through the date of the change in control or a specified date that is within ten (10) days prior to the change in control) and such awards will terminate if not exercised (if applicable) prior to the effective date of the change in control, and (ii) with respect to any stock awards that are held by individuals whose continuous service has terminated prior to the effective date of the change in control, the vesting and exercisability provisions of such stock awards will not be accelerated and such awards will terminate if not exercised (if applicable) prior to the effective date of the change in control (except that any reacquisition or repurchase rights held by the Company with respect to such stock awards shall not terminate and may continue to be exercised notwithstanding the change in control). The Committee may also provide in the event of consummation of a change in control in which the outstanding stock awards are not assumed, continued or substituted by any surviving or acquiring entity (such that the stock awards will terminate upon the occurrence of the change in control), then with respect to any such stock awards that are held by individuals whose continuous service has not terminated prior to the effective date of the change in control, that the holder of such stock award will receive a payment, if any, equal to the excess of the value of the property the participant would have received upon exercise or settlement of the stock award over the exercise or purchase price (if any) otherwise payable in connection with the stock award. In the event of a change in control where stock awards are assumed, continued or substituted, the Committee may provide in any award agreement for the lapsing of vesting conditions or restrictions, restriction periods, performance goals or other limitations applicable to the stock subject to such award held by a participant who has a qualified termination of service following the change in control. A stock award may be subject to additional acceleration of vesting and exercisability upon or after a change in control, as provided in the stock award agreement, in any other written agreement between the Company or any affiliate of the Company and the participant, or in any director compensation policy of the Company.

  58. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE receive incentive stock options; (3) reprice any stock option or stock appreciation right (see “Repricing and Reload Options Prohibited”) or (4) modify the Restated 2023 LTIP in any other way that requires stockholder approval under applicable law.

  59. 2023 LTIP Benefits

    2023 LTIP Benefits The following table shows, for each of the individuals and the various groups indicated, the number of shares of our common stock subject to awards that have been granted (even if not currently outstanding) under the 2023 LTIP since its initial approval by our stockholders in March 2023 through December 15, 2025. The number of performance shares that were subject to past awards and the number of performance shares that are outstanding at December 15, 2025 reflect the maximum number of shares that could be earned based on satisfaction of the applicable performance goals.

  60. 2023 LTIP Benefits

    | | Restricted Stock Units/Deferred Stock Units/Performance Stock Units/ Restricted Stock Awards/Other Stock Awards | | | | Name and Position (1) | Number of Units/Awards/Shares Subject to Past Awards | Number of Units/Awards/Shares Vested as of December 15, 2025 | Number of Units/Awards/Shares Unvested as of December 15, 2025 (3) | | Cristiano R. Amon President and Chief Executive Officer | 53,674 | — | 618,161 | | Akash Palkhiwala Executive Vice President, Chief Financial Officer and Chief Operating Officer | 27,352 | — | 96,831 | | Alexander H. Rogers Executive Vice President and President, Qualcomm Technology Licensing and Global Affairs | 16,349 | — | 184,886 | | Baaziz Achour Executive Vice President, Chief Technology Officer | 10,596 | — | 155,674 | | Ann Chaplin Executive Vice President, General Counsel and Corporate Secretary | 15,863 | — | 173,886 | | James H. Thompson Former Chief Technology Officer | 25,937 | — | 172,876 | | All current executive officers as a group (6 persons) | 137,314 | — | 1,380,768 | | All current directors, who are not executive officers, as a group (12 persons) (2) | — | 67,021 | — | | Each nominee for election as a director: | | | | | Sylvia Acevedo | — | 6,123 | — | | Cristiano R. Amon | 53,674 | — | 618,161 | | Mark Fields | — | 6,123 | — | | Jeffery W. Henderson | — | 6,123 | — | | Jeremy (Zico) Kolter | — | 1,055 | — |

  61. 2023 LTIP Benefits

    | 40 | | 2026 PROXY STATEMENT |

  62. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

  63. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    | | Restricted Stock Units/Deferred Stock Units/Performance Stock Units/ Restricted Stock Awards/Other Stock Awards | | | | Name and Position (1) | Number of Units/Awards/Shares Subject to Past Awards | Number of Units/Awards/Shares Vested as of December 15, 2025 | Number of Units/Awards/Shares Unvested as of December 15, 2025 (3) | | Ann M. Livermore | — | 6,123 | — | | Mark D. McLaughlin | — | 7,464 | — | | Jamie S. Miller | — | 6,123 | — | | Marie Myers | — | 2,812 | — | | Irene B. Rosenfeld | — | 6,123 | — | | Jean-Pascal Tricoire | — | 8,698 | — | | All current employees, who are not executive officers, as a group (45,147 persons) | 18,291,355 | — | 40,053,524 |

  64. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    1 No options or other awards were granted to associates of any of our directors, executive officers or director nominees. Additionally, no other person received 5% of the options or awards under the 2023 LTIP. 2 Amount includes 6,143 fully vested deferred stock units granted to non-employee directors in lieu of their annual cash retainer granted under the non-employee director compensation program. 3 Includes accrued dividend equivalents.

  65. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE the fair market value of the shares on the exercise date of an incentive stock option is an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax, which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax. Nonstatutory Stock Options and Stock Appreciation Rights. Nonstatutory stock options and stock appreciation rights have no special tax status. A holder of these awards generally does not recognize taxable income as the result of the grant of such award. Upon exercise of a nonstatutory stock option or stock appreciation right, the holder normally recognizes ordinary income in an amount equal to the difference between the exercise price and the fair market value of the shares on the exercise date. If the holder is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option or stock appreciation right, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. A capital gain or loss will be long-term if the holding period of the shares is more than 12 months. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the optionee as a result of the exercise of a nonstatutory stock option or stock appreciation right, except to the extent such deduction is limited by applicable provisions of the Code or the regulations thereunder. No tax deduction is available to the Company with respect to the grant of a nonstatutory stock option or stock appreciation right or the sale of the stock acquired pursuant to such grant. Restricted Stock. A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the “determination date.” The determination date is the date on which the participant acquires the shares unless the shares are subject to a substantial risk of forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture. If the determination date is after the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to have the date of acquisition be the determination date by filing an election with the Internal Revenue Service (IRS) no later than 30 days after the date on which the shares are acquired. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the determination date, will be taxed as capital gain or loss. The Company generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code. Performance Shares, Performance Units and Restricted Stock Unit Awards. A participant generally will recognize no income upon the receipt of a performance share, performance unit or restricted stock unit award. Upon the settlement of such an award, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any substantially vested shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the participant receives shares of restricted stock, the participant generally will be taxed in the same manner as described under “Restricted Stock.” Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the determination date (as defined under “Restricted Stock”), will be taxed as capital gain or loss. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code. Deferred Compensation Awards. A participant generally will recognize no income upon the receipt of a deferred compensation award. Upon the settlement of the award, the participant normally will recognize ordinary income in the year of settlement in an amount equal to the fair market value of the shares received. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the date they were transferred to the participant, will be taxed as capital gain or loss. The Company generally is entitled to a deduction equal to the amount of ordinary income recognized by the participant, except to the extent such deduction is limited by applicable provisions of the Code. Deferred compensation awards, when granted, would generally be subject to the requirements of Section 409A of the Code, which would impose certain restrictions on the timing and form of payment of deferred compensation.

  66. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    | 42 | | 2026 PROXY STATEMENT |

  67. PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

    PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE

  68. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table sets forth information regarding outstanding equity awards and shares reserved for future issuance under our equity compensation plans as of September 28, 2025 (numbers of shares in millions):

  69. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | Number of Shares to be Issued Upon Exercise / Vesting of Outstanding Awards | Weighted Average Exercise Price of Outstanding Options (1) | Number of Shares Remaining Available for Future Issuance | | Equity compensation plans approved by stockholders (2) | 31 (4) | $40.96 | 81 (5) | | Equity compensation plans not approved by stockholders (3) | — | — | — | | Total | 31 | $40.96 | 81 |

  70. EQUITY COMPENSATION PLAN INFORMATION

    1 Weighted Average Exercise Price of Outstanding Options does not include outstanding performance stock units, time-based restricted stock units, and deferred stock units, all of which were granted under equity compensation plans approved by stockholders. 2 Consists of three Company plans: the 2023 LTIP, the 2016 LTIP and the ESPP. 3 Consists of equity compensation plans assumed in connection with mergers and acquisitions. 4 Includes approximately 31 million shares that may be issued pursuant to performance stock units, time-based restricted stock units, deferred stock units, and stock options granted under the 2023 LTIP and the 2016 LTIP. The performance stock units include the maximum number of shares that may be issued. Includes 57,000 stock options deemed granted under the 2016 LTIP to implement the assumption and conversion of the NuVia stock options in connection with the acquisition of NuVia in March 2021. 5 Includes approximately 69 million shares available under the 2023 LTIP and approximately 12 million shares available under the ESPP.

  71. Key Performance Highlights of Fiscal 2025

    Key Performance Highlights of Fiscal 2025 • Delivered 14% growth in total company revenues • Achieved record QCT revenues as we continue to execute towards the long-term revenue targets outlined at our 2024 Investor Day • Combined QCT Automotive and IoT revenues grew 27% year-over-year • Returned $12.6 billion to stockholders, including $8.8 billion in stock repurchases and $3.8 billion in dividends The HR and Compensation Committee established a disciplined approach to target setting, reviewed the operational and financial results against commitments, assessed performance and held team members accountable for their results versus target goals. For the 2025 ACIP, our performance yielded an 118% payout. The HR and Compensation Committee continued to emphasize performance-based equity for our NEOs. 60% of the target value of our fiscal 2025 equity awards to our NEOs was in the form of PSUs (split evenly between PSUs based on Adjusted EPS and RTSR), with the balance of 40% granted in time-based RSUs. For the PSUs with a performance period ending in fiscal 2025, our NEOs earned 66% of target shares. The RTSR PSUs were earned at 73% of target and the EPS PSUs were earned at 60% of target. The Company and the Board continued our long-standing practice of conducting stockholder outreach. During fiscal 2025, we reached out to stockholders representing approximately 40% of the Company’s outstanding shares and directly engaged with many of our largest stockholders. We believe these engagements have contributed to the strong support for our Say-on-Pay vote over the last several years. On behalf of the HR and Compensation Committee and the Board, we invite you to review the following Compensation Discussion and Analysis, which provides more details on our executive compensation programs and actual pay outcomes for our NEOs in fiscal 2025. We appreciate the feedback you have provided and look forward to continuing to engage with you regarding our human capital and compensation programs. Sincerely,

  72. Figure 1: Fiscal 2025 Executive Compensation Program Overview

    | | | Objective | | | | Component | Form | Attracts, Retains and Motivates Talent and Aligns with Stockholders Interests | Supports the Execution of Strategy | Balances Short- and Long-Term | | Salary | Cash | Competitive amounts that attract and retain executive officers who develop and execute our business strategy | | | | Annual Cash Incentive Plan (ACIP) | Cash | Aligns a portion of cash compensation with achieving the Company’s annual objectives Payouts based on performance targets aligned with annual metrics | Financial Performance • Adjusted Operating Income (weighted 60%) • Adjusted Revenues (weighted 40%) Non-Financial Performance • Human capital advancements (modifies the Financial Performance result by a multiplier of 0.9 to 1.1) | Current fiscal year | | Performance Stock Units (PSUs) | Equity | Aligns the majority of equity awards with achieving long-term performance targets Payouts based on performance targets aligned with long-term stock price performance and financial metrics | 50% of the award is based on relative total stockholder return (RTSR) compared to the NASDAQ-100 and 50% is based on three-year average Adjusted EPS | Three-year performance period; three-year cliff vest | | Restricted Stock Units (RSUs) | Equity | Provides long-term retention value while further aligning our executive officers’ interests with those of our stockholders | Vesting based on continued service and value is tied to stock price | Annual vesting in equal installments over three years |

  73. Annual Cash Incentive Plan (ACIP)

    Annual Cash Incentive Plan (ACIP) Fiscal 2025 ACIP Structure. The overriding objective of the ACIP is to reward our executive officers for performance against annual financial objectives, as well as to reward human capital advancements. For fiscal 2025, consistent with recent years, the HR and Compensation Committee determined that annual cash incentive payouts under the ACIP would have annual operating performance measures (Adjusted Operating Income and Adjusted Revenues, as defined in Appendix A) with a non-financial performance measure (human capital advancements) modifier. The financial targets approved for the fiscal 2025 ACIP took into account our Board-approved annual budget, prior year results, business outlook and market consensus, among other factors. These targets were intended to be aggressive yet achievable with diligent effort during the fiscal year. Consistent with the prior year ACIP weightings, Adjusted Operating Income was weighted at 60%, Adjusted Revenues were weighted at 40% and the human capital advancements modifier can adjust the payout by a multiple of 0.9 to 1.1. Payouts of ACIP awards are capped at a maximum of 200% of target levels. The overall ACIP funding range is zero to 200% and encompasses both upside reward and downside performance risk typical of peer practices. Each executive officer’s ACIP target is based on a percent-of-base salary and is determined by the HR and

  74. Annual Cash Incentive Plan (ACIP)

    | 2026 PROXY STATEMENT | | 57 |

  75. Annual Cash Incentive Plan (ACIP)

    Compensation Committee based on practices of our peer companies and individual considerations. For fiscal 2025, the target bonus percentage for Mr. Rogers was increased from 140% to 150% and the target bonus percentage for Ms. Chaplin was increased from 100% to 125%, in each case to better align with market. No other NEOs received a change in their target bonuses in fiscal 2025, except for Dr. Achour whose target bonus percentage as Chief Technology Officer was established upon his appointment to such position. The ACIP payout schedule for fiscal 2025 is set forth in Figure 3.

  76. Figure 3: Fiscal 2025 ACIP Payout Schedule (1)

    Figure 3: Fiscal 2025 ACIP Payout Schedule (1)

  77. Figure 3: Fiscal 2025 ACIP Payout Schedule (1)

    | | Award Level | Achievement of Financial Objective (2) | Funding of Financial Objective | | Financial | Maximum | 120% | 200% | | | Target | 100% | 100% | | | Threshold | 80% | 25% | | | Below Threshold | Below 80% | 0% | | Non-Financial | Modifies Funding of Financial Objective: Non-Financial above expectations: Multiplier of 1.1 Non-Financial meets expectations: Multiplier of 1.0 Non-Financial below expectations: Multiplier of 0.9 | | |

  78. Figure 3: Fiscal 2025 ACIP Payout Schedule (1)

    1 Regardless of the level of achievement of the Financial and Non-Financial Objectives, in no event can the ACIP funding exceed 200% of the ACIP target award amount. If achievement is below 80% of the financial objective, there would be a 0% payout. 2 Funding of the ACIP Financial Objectives between award levels interpolates linearly with the achievement of the financial objective. The HR and Compensation Committee has the authority to apply discretion to individual ACIP earned amounts based on feedback from other Board members, feedback from our CEO and other considerations. A summary of these factors is discussed in the “Process and Rationale for Executive Compensation Decisions” section beginning on page 64. Any such discretionary modifications would be incremental to the predefined adjustments to the Company’s GAAP financial results as defined in the ACIP. See Appendix A for a listing of predefined adjustments. The HR and Compensation Committee did not exercise such discretion for fiscal 2025.

  79. Figure 5: Fiscal 2025 ACIP Target and Earned Amounts (1)

    | Name | ACIP Target as Percent of Salary | ACIP Target | Payout % Per Plan Formula | Payout % Approved by HR and Compensation Committee | Earned $ Amount Approved by HR and Compensation Committee | | Cristiano R. Amon | 200% | $2,700,000 | 118% | 118% | $3,186,000 | | Akash Palkhiwala | 150% | $1,350,000 | 118% | 118% | $1,593,000 | | Alexander H. Rogers | 150% | $1,200,000 | 118% | 118% | $1,416,000 | | Baaziz Achour | 150% | $1,200,000 | 118% | 118% | $1,416,000 | | Ann Chaplin | 125% | $937,500 | 118% | 118% | $1,106,000 |

  80. Equity Awards

    Equity Awards In the first quarter of fiscal 2025, the HR and Compensation Committee granted annual equity awards to our NEOs. Consistent with recent fiscal years, the HR and Compensation Committee chose RTSR and Adjusted EPS for the fiscal 2025 PSUs (weighted 60% of the total annual award grant values) because it believed these were the best indicators of the achievement of our long-term financial plan and provided balance by measuring both relative and absolute performance on important metrics. In addition, the HR and Compensation committee granted time-based equity awards to our NEOs in the form of RSUs (weighted 40% of the total annual award grant values). These awards, described in greater detail below, include dividend equivalent rights that accrue in the form of additional shares with vesting and distribution at the same time as the earned and vested underlying awards.

  81. Equity Awards

    | 2026 PROXY STATEMENT | | 59 |

  82. Equity Awards

    Fiscal 2025 RTSR PSUs. The RTSR PSUs allow recipients to earn a variable number of shares of our common stock based on our TSR performance over a three-year period (fiscal 2025-2027) compared to companies comprising the NASDAQ-100, using the payout schedule set forth in Figure 6. The RTSR PSUs require achievement of performance at the 55th percentile in order to earn the target number of shares, while the maximum number of shares that can be earned are 2x the target for performance at or above the 90th percentile. No shares would be earned if performance is below the 25th percentile. The RTSR PSUs also provide that the total number of shares earned may not exceed the target number of shares if our absolute TSR for the entire three-year performance period is negative, regardless of the level of RTSR achieved.

  83. Figure 6: Fiscal 2025 RTSR PSU Payout Schedule

    Figure 6: Fiscal 2025 RTSR PSU Payout Schedule

  84. Figure 6: Fiscal 2025 RTSR PSU Payout Schedule

    | Award Level | Qualcomm’s RTSR Percentile Rank Among the NASDAQ-100 | Multiple of Target RTSR PSUs Earned (1) | | Maximum | 90th percentile and above | 2x | | Target | 55th percentile | 1x | | Threshold | 25th percentile | 0.25x | | Below Threshold | Below 25th percentile | No shares earned |

  85. Figure 6: Fiscal 2025 RTSR PSU Payout Schedule

    1 The multiple of target RTSR PSUs earned between award levels interpolates linearly with our RTSR percentile rank among the NASDAQ-100. Fiscal 2025 EPS PSUs. The EPS PSUs allow recipients to earn a variable number of shares of our common stock based on the achievement of a three-year (fiscal 2025-2027) average Adjusted EPS goal approved by the HR and Compensation Committee. With the support of Pay Governance, the HR and Compensation Committee assessed the difficulty of achieving the Adjusted EPS goal in a variety of ways, including comparing the goal with market consensus for fiscal 2025, fiscal 2026 and fiscal 2027 and historical performance levels of the Company and our compensation peers. The HR and Compensation Committee intended that the Adjusted EPS goal for the fiscal 2025 EPS PSUs would generally present a similar or higher degree of difficulty for achievement in comparison to the Adjusted EPS goals in recent years and reflect the rigor of our goal setting. The fiscal 2025 EPS PSU goal will be disclosed along with actual results following completion of the performance period, similar to the disclosure of both goal and actual results for the fiscal 2023 EPS PSUs on page 61. See Appendix A for the definitions of performance measures to be used in determining the number of EPS PSUs for the performance period. The payout schedule is set forth in Figure 7.

  86. Figure 7: Fiscal 2025 EPS PSU Payout Schedule

    Figure 7: Fiscal 2025 EPS PSU Payout Schedule

  87. Figure 7: Fiscal 2025 EPS PSU Payout Schedule

    | Award Level | Multiple of Target EPS PSUs Earned (1) | | Maximum | 2x | | Target | 1x | | Threshold | 0.33x | | Below Threshold | No shares earned |

  88. Figure 7: Fiscal 2025 EPS PSU Payout Schedule

    1 The multiple of target EPS PSUs earned between award levels interpolates linearly with our average Adjusted EPS for the three-year performance period. Fiscal 2025 RSUs. RSUs represent the right to receive one share of our common stock for each unit awarded, based on continued employment during the vesting period, which is in equal annual installments over three years. We use RSUs as part of the annual equity awards for our executive officers in order remain competitive with the practices of our peer companies, to support alignment with our stockholders and to further our retention objectives. Summary of Target Grant Values of Fiscal 2025 Equity Awards. Figure 8 shows the target grant values of the equity awards granted to our NEOs in fiscal 2025. The HR and Compensation Committee set fiscal 2025 equity awards at these levels in order to provide competitive compensation opportunities, support our pay-for-performance philosophy and to align the interests of our NEOs with those of our stockholders. Incremental increases to the target grant values were provided to Mr. Amon, Mr. Rogers and Ms. Chaplin to remain competitive to market, and to Dr. Achour in connection with his promotion to Chief Technology Officer. The values provided were based on our executive compensation assessment intended to position individual executive long-term incentive opportunities competitively. The other NEOs’ target grant values were the same as for fiscal 2024 as those levels were determined to remain competitive to market.

  89. Figure 7: Fiscal 2025 EPS PSU Payout Schedule

    | 60 | | 2026 PROXY STATEMENT |

  90. Figure 8: Target Grant Values of Equity Awarded to NEOs in Fiscal 2025 (1)

    Figure 8: Target Grant Values of Equity Awarded to NEOs in Fiscal 2025 (1)

  91. Figure 8: Target Grant Values of Equity Awarded to NEOs in Fiscal 2025 (1)

    | Name | RTSR PSUs | EPS PSUs | RSUs | Total All Awards | | Cristiano R. Amon | $6,900,000 | $6,900,000 | $9,200,000 | $23,000,000 | | Akash Palkhiwala | $3,000,000 | $3,000,000 | $4,000,000 | $10,000,000 | | Alexander H. Rogers | $2,100,000 | $2,100,000 | $2,800,000 | $7,000,000 | | Baaziz Achour | $2,100,000 | $2,100,000 | $2,800,000 | $7,000,000 | | Ann Chaplin | $2,025,000 | $2,025,000 | $2,700,000 | $6,750,000 | | James H. Thompson | $3,000,000 | $3,000,000 | $4,000,000 | $10,000,000 |

  92. Figure 8: Target Grant Values of Equity Awarded to NEOs in Fiscal 2025 (1)

    1 The values disclosed vary from the values reported in the “Stock Awards” column of the Summary Compensation Table which reflects the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718), of grants of stock awards to each of the NEOs. Fiscal 2023 PSUs with Performance Periods Ending in Fiscal 2025. In December 2022, the HR and Compensation Committee granted RTSR PSUs and EPS PSUs to our then executive officers, including Messrs. Amon, Palkhiwala and Rogers, Dr. Thompson and Ms. Chaplin, which vested in December 2025 and were earned based on our performance for fiscal 2023-2025. The value of these awards at the time of grant was allocated 50% to RTSR PSUs and 50% to EPS PSUs. After application of a Monte Carlo valuation to determine the number of RTSR shares, the mix of target shares was 48% RTSR PSUs and 52% EPS PSUs. RTSR PSUs were earned at 73% of target, reflecting our 37% TSR and 44th percentile TSR performance versus the NASDAQ-100 for the performance period. EPS PSUs were earned at 60% of target, reflecting Adjusted EPS performance of $9.98. In the aggregate, our NEOs earned 66% of target of the fiscal 2023 RTSR PSUs and EPS PSUs. RTSR PSUs and EPS PSUs together represent a balance of relative and absolute measures in our long-term incentive awards, and they measure performance differently. The TSR used for determining the final payout for the RTSR PSUs was based on the 20 trading days prior to fiscal 2023 and the last 20 trading days of fiscal 2025, while the payout for the EPS PSUs was based on an average of three years of Adjusted EPS results.

  93. Figure 9: Fiscal 2023 PSUs Earned by NEOs with Performance Periods Ending in Fiscal 2025

    Figure 9: Fiscal 2023 PSUs Earned by NEOs with Performance Periods Ending in Fiscal 2025

  94. Figure 9: Fiscal 2023 PSUs Earned by NEOs with Performance Periods Ending in Fiscal 2025

    | | RTSR | Adjusted EPS | | Target Performance | 55th Percentile | $11.35 | | Actual Performance | 44th Percentile | $9.98 | | Payout Percentage | 73% | 60% |

  95. Figure 9: Fiscal 2023 PSUs Earned by NEOs with Performance Periods Ending in Fiscal 2025

    | 2026 PROXY STATEMENT | | 61 |

  96. Figure 10: Fiscal 2025 U.S. Executive Benefits

    | Component | Form and Purpose | Comment | | Executive Physicals | • Provide a comprehensive physical exam designed to focus on wellness, prevention and early detection of potential health risks. | This benefit is available to our Vice President and above employee population. | | Nonqualified Deferred Compensation Plan (NQDC Plan) Company Match | • Company match on employees’ deferred contributions up to a maximum amount based on a predefined formula. • Provide a competitive, nonqualified, tax-efficient defined contribution retirement program for employees deemed to be “highly compensated.” | See the discussion titled “Nonqualified Deferred Compensation” under the section “Compensation Tables and Narrative Disclosures” for a description of the Company match program. The benefit of participation is available to our Senior Director and above employee population, with the match benefit available to our Vice President and above population. | | Financial Planning Reimbursement | • Reimbursement of actual expenses, up to a pre-determined maximum amount based on job level, incurred for financial, estate and tax planning. • Attract and retain executive-level employees. | We reimburse up to $12,500 annually for our CEO and up to $8,000 annually for our other executive officers. A reimbursement for financial planning is also available to our Vice President and above employee population. | | Additional Life Insurance | • Additional coverage, above the amount provided to all employees, up to a pre-determined maximum amount based on job level. • Attract and retain executive-level employees. | The additional coverage is $1,000,000 for our CEO and $750,000 for our other executive officers. Additional life insurance coverage is also provided to our Vice President and above population. | | Use of Corporate Aircraft for Personal Travel | • Facilitate flexible travel arrangements and provide security. | This benefit is generally only available to our CEO, but may be provided to other executive officers on an exception basis if deemed to be in the Company’s best interest. | | Security Personnel for our CEO | • Provide security for certain travel locations. | This benefit is only available to our CEO. We believe the risk-based security measures we have implemented for our CEO, which arose out of a third-party security assessment, as updated from time to time, are reasonable and appropriate. | | Severance Benefits | • Provide severance payments and benefits upon a qualifying termination of employment • Provide transition income replacement that will allow the executive to not be distracted from business priorities. • Attract and retain executive-level employees. | We believe the levels of severance provided by our Executive Officer Severance Plan (Severance Plan) are consistent with market practices. Our plan does not provide for any gross-ups for excise taxes imposed as a result of severance payments. The Severance Plan is described in more detail below. |

  97. Figure 11: Fiscal 2025 U.S. All-Employee Benefits

    | Component | Form/Purpose | Comment | | Health Plans | • Support a healthy and productive workforce. • Attract and retain employees. | Qualcomm’s health plans encourage prevention and provide protection against health care costs. We offer health savings account funding to help employees pay for qualified medical expenses and encourage tax-efficient savings. | | 401(k) Plan | • Provide a tax-efficient retirement savings opportunity. • Attract and retain employees. | The 401(k) Plan is a tax-qualified deferred compensation plan. We match employee Pretax and Roth contributions in cash using a tiered structure in order to encourage participation among all employees. If an employee contributes the maximum annual amount permitted under IRS rules, including the maximum catch-up contribution for employees at certain ages, the Company’s match would be $7,150 for 2025. | | Employee Stock Purchase Plan (ESPP) | • Encourage ownership of Qualcomm stock and align employee and stockholder interests. • Attract and retain employees. | The ESPP is a tax-qualified plan generally available to all U.S.-based employees. Offering Periods have a duration of 24 months, with each Offering Period consisting of four consecutive six-month Purchase Periods. Purchases through payroll deductions are limited to $12,500 in fair market value (FMV) of our common stock per six-month purchase period. The purchase price is the lesser of (1) 85% of the FMV of the shares on the first day of the offering period or (2) 85% of the FMV of the shares on the applicable Purchase Date within the Offering Period. | | Charitable Contribution Match | • Match cash paid to the charitable organization up to predefined maximum amounts. • Encourage and extend employees’ support of cultural, educational and community non-profit organizations. | We match 100% of employee contributions, up to predefined maximum amounts, to IRS-recognized 501(c)(3) charitable organizations that meet our eligibility requirements. The maximum annual amount we will match is based on the employee’s job level. We will match up to $125,000 for our CEO and our President (if not also our CEO) and up to $100,000 for our other executive officers. | | Relocation Benefits | • Attract and retain employees. | We provide relocation benefits to employees who are required to move for business purposes. We gross up for the impact of tax on such benefits for our Director and above employee population. | | Change in Control Severance | • Provide severance payments and benefits upon a qualifying termination of employment following a change in control of the Company. • Provide transition income replacement that will allow the employee to not be distracted from business priorities. • Treat employees fairly following a change in control. | A cash severance package is provided based on job level and years of service, and unvested stock awards would vest. Employees would also receive outplacement support and U.S.-based employees would receive paid health care coverage through COBRA for the length of the severance period, not to exceed 18 months (except in the case of our CEO, who receives up to 24 months). We believe that the benefits provided under our Executive Officer Change in Control Severance Plan (CIC Severance Plan) are consistent with market practices. In addition, we do not provide for any “single trigger” payments. Our plans do not provide for any gross-ups for excise taxes imposed as a result of severance or other payments deemed made in connection with a change in control. The CIC Severance Plan is described in more detail below. We provide change in control benefits to non-executive officers under our Non-Executive Officer Change in Control Severance Plan. |

  98. Executive Severance and Change in Control Benefits

    Executive Severance and Change in Control Benefits Please see the “Potential Post-Employment Payments” section of this proxy statement for information regarding the Severance Plan, the CIC Severance Plan and treatment of equity upon various types of employment terminations.

  99. Executive Severance and Change in Control Benefits

    | 2026 PROXY STATEMENT | | 63 |

  100. Policy Regarding Options and Similar Equity Awards

    Policy Regarding Options and Similar Equity Awards We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant new awards of stock options or similar equity awards in the future, the HR and Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  101. PROCESS AND RATIONALE FOR EXECUTIVE COMPENSATION DECISIONS

    PROCESS AND RATIONALE FOR EXECUTIVE COMPENSATION DECISIONS The HR and Compensation Committee considers several factors in determining the compensation of our executive officers, but does not have a predefined framework for prioritizing or weighting these factors, and the emphasis placed on specific factors may vary among our executive officers. Ultimately, it is the HR and Compensation Committee’s judgment about these factors that forms the basis for determining our executive officers’ compensation. In the first quarter of each fiscal year, the HR and Compensation Committee sets our executive officers’ salaries and ACIP targets and grants equity awards for the fiscal year. During fiscal 2025, in executive sessions without our CEO present, the HR and Compensation Committee (i) approved adjustments to base salaries (as applicable), ACIP targets and equity awards for the year, (ii) approved ACIP payouts for the prior-year ACIP and (iii) approved earned amounts for PSUs with performance periods ending in the year. In making these decisions and determining the amounts and mix of executive compensation, the HR and Compensation Committee considered the following factors, among others: • Business performance, including operational management such as project milestones and expense management; • Feedback from our CEO regarding the performance of our business, his performance and his evaluation of, and compensation recommendations for, the other executive officers; • Input from other Board members on business outlook, current best practices and the broader market landscape; • Feedback from our CEO and Chief Human Resources Officer regarding progress on human capital advancements; • The executive officers’ individual performance and contributions to financial and strategic objectives, including expertise, skills, tenure in position and potential to assume increased responsibilities; • Labor market conditions, competitive compensation for comparable positions and potential threats to our business due to retention-related risks; • Developing and motivating employees (such as establishing processes for identifying and assessing high potential employees) and attracting and retaining employees; • Feedback from our stockholders received as part of our stockholder outreach program; • Internal working and reporting relationships and teamwork among our executive officers (for example, using the same ACIP and PSU financial metrics and objectives for all executive officers promotes teamwork and collaboration and our executive officers’ contribution to Company-wide initiatives); • The HR and Compensation Committee’s intention for compensation to be internally fair relative to roles, responsibilities and relationships, in addition to being competitively reasonable; and • Leadership actions that support our ethical standards and compliance culture. The HR and Compensation Committee engages independent advisors. The HR and Compensation Committee has the authority to engage and terminate its independent compensation consultant and to obtain advice and assistance from external legal, accounting and other advisors. The HR and Compensation Committee engaged Pay Governance, an independent executive compensation consulting firm, to advise it on compensation matters during fiscal 2025. Pay Governance reports directly to the HR and Compensation Committee. The Company did not engage Pay Governance for any services during fiscal 2025. The HR and Compensation Committee’s engagement of Pay Governance did not raise any conflicts of interest. Pursuant to the engagement, Pay Governance: • Provided information, insights and advice regarding compensation philosophy, objectives and strategy; • Recommended peer group selection criteria and identified and recommended potential peer companies; • Provided analyses of competitive compensation practices for executive officers and non-employee directors; Provided analyses of potential risks arising from executive and non-executive compensation programs;

  102. PROCESS AND RATIONALE FOR EXECUTIVE COMPENSATION DECISIONS

    Provided analyses of aggregate equity compensation spending and related dilution; • Reviewed and commented on recommendations regarding executive officer compensation amounts; • Advised the HR and Compensation Committee on specific issues as they arose; and • Kept the HR and Compensation Committee informed of executive compensation trends and regulatory and governance considerations related to executive compensation. Our Human Resources department supported the HR and Compensation Committee in its work, collaborated with Pay Governance and the Company’s internal and external legal advisors, conducted additional analyses and managed our compensation and benefit programs. The HR and Compensation Committee reviews peer group compensation practices. The HR and Compensation Committee identified peer companies to use for competitive analyses, considering recommendations made by Pay Governance and input received from stockholders. The peer companies were identified based on the following target selection criteria: • Technology, telecommunications and media companies (excluding those that are primarily content producers) based on Global Industry Classification Standard codes. • Companies of comparable size, with market capitalization generally between 0.25x to 4.0x Qualcomm’s market capitalization and revenues generally between 0.4x to 2.5x Qualcomm’s revenues. • The HR and Compensation Committee used market capitalization as a quantitative criterion because: • Market capitalization is directly related to stockholder interest; and • Market capitalization, with stock price as a key component, is the key driver of equity compensation grant value, and equity compensation grant value is the single largest component of executive compensation among technology companies with large market capitalization. • The HR and Compensation Committee also included revenues as a quantitative criterion because revenues are commonly used as a selection criterion by our peer companies, third-party compensation survey providers and proxy advisory firms. Pay Governance provides analyses of peer company competitive practices. The HR and Compensation Committee considers these peer company competitive practices, along with the other factors described in this section, when determining the salaries, ACIP targets and equity awards for our CEO and other executive officers. Figure 12 identifies the peer companies that the HR and Compensation Committee approved in May 2024 for consideration in determining our executive officers’ target compensation levels for fiscal 2025. The peer companies and Qualcomm are ranked, high-to-low, based on then-current market capitalization and revenues. The HR and Compensation Committee approved one peer addition (IBM Corporation) and two peer removals (VMware, Inc. and Charter Communications, Inc.) from the peer group used for fiscal 2024. The new peer group is intended to be more reflective of our market cap and include more relevant industry comparators, and also accounts for acquisitions.

  103. Figure 12: Qualcomm’s Relative Rankings Among Peer Companies (1)

    Figure 12: Qualcomm’s Relative Rankings Among Peer Companies (1)

  104. Figure 12: Qualcomm’s Relative Rankings Among Peer Companies (1)

    | Market Capitalization | | | Company | $ Millions | | NVIDIA | $2,223,842 | | Broadcom | $614,223 | | Visa | $560,663 | | Oracle | $345,241 | | salesforce.com | $292,145 | | AMD | $291,697 | | Netflix | $262,828 | | Adobe | $226,061 | | Accenture | $217,924 | | Cisco | $202,095 | | T-Mobile US | $193,721 | | Qualcomm | $189,083 | | Intel | $188,026 | | Intuit | $181,986 | | IBM | $175,062 | | Applied Materials | $171,356 | | Texas Instruments | $158,541 | | Micron Technology | $130,548 | | Lam Research | $127,376 | | Analog Devices | $98,086 | | PayPal | $71,796 | | NXP Semiconductors | $63,543 | | 75th Percentile | $291,697 | | Median | $193,721 | | 25th Percentile | $158,541 | | QCOM Percentile Rank | 46% |

  105. Figure 12: Qualcomm’s Relative Rankings Among Peer Companies (1)

    | Revenues | | | Company | $ Millions | | T-Mobile US | $78,558 | | Accenture | $64,574 | | IBM | $61,860 | | NVIDIA | $60,922 | | Cisco | $57,233 | | Intel | $54,228 | | Oracle | $52,510 | | Broadcom | $38,865 | | Qualcomm | $36,292 | | salesforce.com | $34,857 | | Netflix | $33,723 | | Visa | $33,351 | | PayPal | $29,771 | | Applied Materials | $26,485 | | AMD | $22,680 | | Adobe | $19,936 | | Micron Technology | $18,312 | | Texas Instruments | $17,519 | | Intuit | $15,094 | | Lam Research | $14,317 | | NXP Semiconductors | $13,276 | | Analog Devices | $11,569 | | 75th Percentile | $54,228 | | Median | $33,351 | | 25th Percentile | $18,312 | | QCOM Percentile Rank | 62% |

  106. Figure 12: Qualcomm’s Relative Rankings Among Peer Companies (1)

    Data above is from Standard & Poor’s Capital IQ. Revenue data is based on the last 12 months of results using financial filings through March 31, 2024. Market capitalization data is based on the 12-month average as of March 31, 2024.

  107. Figure 12: Qualcomm’s Relative Rankings Among Peer Companies (1)

    | 66 | | 2026 PROXY STATEMENT |

  108. COMPENSATION RISK MANAGEMENT

    COMPENSATION RISK MANAGEMENT One element of the HR and Compensation Committee’s engagement of Pay Governance was to collaborate with Qualcomm’s Human Resources staff to assess potential risks that may arise from our compensation programs. Based on this assessment, the HR and Compensation Committee concluded that our policies and practices do not encourage excessive or unnecessary risk taking that would be reasonably likely to have a material adverse effect on the Company. The assessment included executive and non-executive programs and focused on the variable components of cash and equity awards. Our compensation programs are designed and administered by our corporate compensation and benefits staff within Human Resources and are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included: • The alignment of pay philosophy, peer group companies and compensation levels relative to competitive practices to support our business objectives. • Balance of cash and equity, short- and long-term performance periods, limits on performance-based award schedules, Company financial metrics with consideration of individual performance factors and HR and Compensation Committee discretion. Ownership guidelines, clawbacks, insider trading prohibitions, an equity award approval authorization policy and independent HR and Compensation Committee oversight to effectively mitigate compensation-related risk.

  109. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows information regarding compensation of each of our NEOs for fiscal 2025, 2024 and 2023, except for Dr. Achour who was not an NEO in fiscal 2024 or 2023. See the “Compensation Discussion and Analysis” section for additional information regarding our fiscal 2025 executive compensation program.

  110. Fiscal 2025 Summary Compensation Table (1)(2)

    Fiscal 2025 Summary Compensation Table (1)(2)

  111. Fiscal 2025 Summary Compensation Table (1)(2)

    | Name and Principal Position | Year | Salary ($) (3) | Stock Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) (6) | Total ($) | | Cristiano R. Amon President and Chief Executive Officer | 2025 | 1,350,000 | 24,162,043 | 3,186,000 | 1,003,054 | 29,701,097 | | | 2024 | 1,350,000 | 20,000,084 | 3,753,000 | 828,490 | 25,931,574 | | | 2023 | 1,346,154 | 21,110,241 | 540,000 | 493,940 | 23,490,335 | | Akash Palkhiwala Executive Vice President, Chief Financial Officer and Chief Operating Officer | 2025 | 900,000 | 10,505,694 | 1,593,000 | 136,426 | 13,135,120 | | | 2024 | 848,151 | 10,000,421 | 1,877,000 | 106,194 | 12,831,766 | | | 2023 | 750,214 | 7,390,206 | 225,000 | 151,539 | 8,516,959 | | Alexander H. Rogers Executive Vice President and President, Qualcomm Technology Licensing and Global Affairs | 2025 | 800,010 | 7,353,972 | 1,416,000 | 133,252 | 9,703,234 | | | 2024 | 800,010 | 6,000,327 | 1,557,000 | 80,046 | 8,437,383 | | | 2023 | 800,010 | 6,330,200 | 224,000 | 145,453 | 7,499,663 | | Baaziz Achour Executive Vice President, Chief Technology Officer | 2025 | 777,408 | 7,158,631 | 1,416,000 | 113,711 | 9,465,750 | | | 2024 | | | | | | | | 2023 | | | | | | | Ann Chaplin Executive Vice President, General Counsel and Corporate Secretary | 2025 | 748,077 | 7,091,157 | 1,106,000 | 58,698 | 9,003,932 | | | 2024 | 700,000 | 5,250,210 | 973,000 | 42,750 | 6,965,960 | | | 2023 | 700,000 | 4,480,192 | 140,000 | 207,970 | 5,528,162 | | James H. Thompson Former Chief Technology Officer | 2025 | 478,643 | 10,505,694 | — | 123,778 | 11,108,115 | | | 2024 | 900,058 | 10,000,205 | 1,877,000 | 171,614 | 12,948,877 | | | 2023 | 900,058 | 9,500,276 | 270,000 | 123,544 | 10,793,878 |

  112. Fiscal 2025 Summary Compensation Table (1)(2)

    1 We do not offer a pension plan or other defined benefit retirement plan to our executive officers. Under our Nonqualified Deferred Compensation Plan (NQDC Plan), we do not provide above-market or preferential earnings on deferred compensation. Further, we did not award any stock options to any of our NEOs in any of the periods set forth in this table. Accordingly, the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and the “Option Awards” columns have been omitted from the Fiscal 2025 Summary Compensation Table. 2 No bonuses were granted to our NEOs in fiscal 2025, 2024 or 2023. Accordingly, the “Bonus” column has been omitted from the Fiscal 2025 Summary Compensation Table. 3 The amounts in this column also include portions of our NEOs’ salaries that they may have deferred pursuant to the NQDC Plan. See “Fiscal 2025 Nonqualified Deferred Compensation” table. As previously reported on a Form 8-K filed with the SEC on December 12, 2024, Dr. Thompson retired from his position as Chief Technology Officer effective February 3, 2025, and remained with the Company in an advisory role to support various projects following such date. The amount reported in the “Salary” column for Dr. Thompson for fiscal 2025 includes $363,485 paid to Dr. Thompson through the effective date of his retirement as Chief Technology Officer and $115,158 paid to a third-party staffing agency for advisory services performed by Dr. Thompson after such date. 4 Stock awards granted to NEOs include annual awards and may include special awards for new hires, promotions and/or retention. The amounts in this column represent the grant date fair values of equity awards granted during the applicable fiscal year. The grant date fair values of RSUs and EPS PSUs were determined based on the closing price of the Company’s common stock on the date of grant. The grant date fair values of RTSR PSUs were determined based on a Monte Carlo simulation (which probability weights multiple potential outcomes). The amounts may not be indicative of the realized value of the awards when they vest. See the “Compensation Discussion and Analysis” section and the “Fiscal 2025 Grants of Plan-Based Awards” table for details on the stock awards granted to our NEOs during fiscal 2025. If we assume that the highest level of performance conditions will be achieved with respect to the PSUs (and thus the maximum number of shares will be issued under the PSUs), using the fair value of our common stock on the grant date for such shares, the fiscal 2025 stock awards would be as follows: $39,215,474 for Mr. Amon, $17,050,997 for Mr. Palkhiwala, $11,935,722 for Mr. Rogers, $11,564,129 for Dr. Achour, $11,509,064 for Ms. Chaplin and $17,050,997 for Dr. Thompson. 5 The amounts in this column represent cash awards earned under our ACIP for performance during the applicable fiscal year. The amounts in this column also include portions of our NEOs’ ACIP awards that they may have deferred pursuant to the NQDC Plan. See the “Fiscal 2025 Nonqualified Deferred Compensation” table. See the “Fiscal 2025 All Other Compensation” table for an itemized account of compensation reported in this column for fiscal 2025.

  113. Fiscal 2025 Summary Compensation Table (1)(2)

    | 68 | | 2026 PROXY STATEMENT |

  114. Fiscal 2025 All Other Compensation

    | Name | Perquisites and Other Personal Benefits ($) (1) | Nonqualified Deferred Compensation Plan ($) (2) | Charitable Match ($) (3) | 401k Match ($) (4) | Life Insurance Premiums ($) (5) | All Other Compensation Total ($) | | Cristiano R. Amon | 655,476 | 204,120 | 125,000 | 6,775 | 11,683 | 1,003,054 | | Akash Palkhiwala | 17,317 | 110,619 | — | 6,306 | 2,184 | 136,426 | | Alexander H. Rogers | — | 94,280 | — | 6,775 | 32,197 | 133,252 | | Baaziz Achour | — | 68,513 | 20,500 | 6,775 | 17,923 | 113,711 | | Ann Chaplin | — | 28,462 | 15,600 | 6,775 | 7,861 | 58,698 | | James H. Thompson | — | 111,082 | — | 5,129 | 7,567 | 123,778 |

  115. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table shows information regarding the incentive awards granted to our NEOs in fiscal 2025. See the “Compensation Discussion and Analysis” section for detailed information regarding our ACIP and equity award programs, and the awards set forth in the table below.

  116. Fiscal 2025 Grants of Plan-Based Awards (1)(2)

    Fiscal 2025 Grants of Plan-Based Awards (1)(2)

  117. Fiscal 2025 Grants of Plan-Based Awards (1)(2)

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All other Stock Awards: Number of shares of stock or units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Cristiano R. Amon | ACIP | | 607,500 | 2,700,000 | 5,400,000 | | | | | | | | RTSR PSUs | 10/8/24 | | | | 10,267 | 41,069 | 82,138 | | 8,222,014 | | | EPS PSUs | 10/8/24 | | | | 13,553 | 41,069 | 82,138 | | 6,831,417 | | | RSUs | 10/8/24 | | | | | | | 54,759 | 9,108,612 | | Akash Palkhiwala | ACIP | | 303,750 | 1,350,000 | 2,700,000 | | | | | | | | RTSR PSUs | 10/8/24 | | | | 4,464 | 17,857 | 35,714 | | 3,574,971 | | | EPS PSUs | 10/8/24 | | | | 5,893 | 17,857 | 35,714 | | 2,970,333 | | | RSUs | 10/8/24 | | | | | | | 23,809 | 3,960,389 | | Alexander H. Rogers | ACIP | | 270,000 | 1,200,000 | 2,400,000 | | | | | | | | RTSR PSUs | 10/8/24 | | | | 3,125 | 12,500 | 25,000 | | 2,502,500 | | | EPS PSUs | 10/8/24 | | | | 4,125 | 12,500 | 25,000 | | 2,079,250 | | | RSUs | 10/8/24 | | | | | | | 16,666 | 2,772,222 | | Baaziz Achour | ACIP | | 270,000 | 1,200,000 | 2,400,000 | | | | | | | | RTSR PSUs | 10/8/24 | | | | 1,786 | 7,143 | 14,286 | | 1,430,029 | | | EPS PSUs | 10/8/24 | | | | 2,357 | 7,143 | 14,286 | | 1,188,167 | | | RSUs | 10/8/24 | | | | | | | 9,524 | 1,584,222 | | | RTSR PSUs | 12/10/24 | | | | 1,401 | 5,603 | 11,206 | | 910,656 | | | EPS PSUs | 12/10/24 | | | | 1,849 | 5,603 | 11,206 | | 876,645 | | | RSUs | 12/10/24 | | | | | | | 7,471 | 1,168,913 | | Ann Chaplin | ACIP | | 210,938 | 937,500 | 1,875,000 | | | | | | | | RTSR PSUs | 10/8/24 | | | | 3,013 | 12,053 | 24,106 | | 2,413,011 | | | EPS PSUs | 10/8/24 | | | | 3,977 | 12,053 | 24,106 | | 2,004,896 | | | RSUs | 10/8/24 | | | | | | | 16,071 | 2,673,250 | | James H. Thompson | ACIP | | 303,750 | 1,350,000 | 2,700,000 | | | | | | | | RTSR PSUs | 10/8/24 | | | | 4,464 | 17,857 | 35,714 | | 3,574,971 | | | EPS PSUs | 10/8/24 | | | | 5,893 | 17,857 | 35,714 | | 2,970,333 | | | RSUs | 10/8/24 | | | | | | | 23,809 | 3,960,389 |

  118. Fiscal 2025 Grants of Plan-Based Awards (1)(2)

    1 All equity awards were approved on the grant dates. 2 We did not award any stock options to any NEOs in fiscal 2025. Accordingly, the “All Other Option Awards” and “Exercise or Base Price of Option Awards” columns have been omitted from this table. 3 The numbers of shares issuable pursuant to equity awards shown in this table do not include any dividend equivalents that may be earned after the date of grant. The amounts in this column for RSUs and EPS PSUs represent the grant date fair values based on the closing price of the Company’s common stock on the date of grant. The amounts for RTSR PSUs represent the grant date fair value of the Company’s common stock as determined using a Monte Carlo simulation (which probability weights multiple potential outcomes).

  119. Fiscal 2025 Grants of Plan-Based Awards (1)(2)

    | 70 | | 2026 PROXY STATEMENT |

  120. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The “Outstanding Equity Awards at Fiscal Year End” table below provides information on the holdings of equity awards by our NEOs as of the end of fiscal 2025. The market value of equity awards reported is based on the closing price of the Company’s common stock on September 26, 2025, the last trading day of fiscal 2025.

  121. Outstanding Equity Awards at Fiscal Year End (1)

    Outstanding Equity Awards at Fiscal Year End (1)

  122. Outstanding Equity Awards at Fiscal Year End (1)

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Cristiano R. Amon | 12/05/22 | 24,262 (4) | 4,105,130 | | | | | 12/05/22 | 32,765 (5) | 5,543,838 | | | | | 12/05/22 | 37,082 (5) | 6,274,274 | | | | | 12/13/23 | 39,794 (6) | 6,733,145 | | | | | 12/13/23 | | | 89,568 (11) | 15,154,906 | | | 12/13/23 | | | 66,293 (11) | 11,216,776 | | | 10/08/24 | 55,968 (7) | 9,469,786 | | | | | 10/08/24 | | | 83,952 (12) | 14,204,678 | | | 10/08/24 | | | 41,976 (13) | 7,102,339 | | Total | | 189,871 | 32,126,173 | 281,789 | 47,678,699 | | Akash Palkhiwala | 12/05/22 | 8,494 (4) | 1,437,185 | | | | | 12/05/22 | 11,470 (5) | 1,940,724 | | | | | 12/05/22 | 12,981 (5) | 2,196,385 | | | | | 12/13/23 | 13,928 (6) | 2,356,618 | | | | | 12/13/23 | | | 31,349 (11) | 5,304,251 | | | 12/13/23 | | | 23,204 (11) | 3,926,117 | | | 01/22/24 | 5,421 (8) | 917,233 | | | | | 01/22/24 | | | 12,200 (14) | 2,064,240 | | | 01/22/24 | | | 8,402 (14) | 1,421,618 | | | 10/08/24 | 24,335 (7) | 4,117,482 | | | | | 10/08/24 | | | 36,503 (12) | 6,176,308 | | | 10/08/24 | | | 18,251 (13) | 3,088,069 | | Total | | 76,629 | 12,965,627 | 129,909 | 21,980,603 | | Alexander H. Rogers | 12/05/22 | 7,276 (4) | 1,231,099 | | | | | 12/05/22 | 9,825 (5) | 1,662,390 | | | | | 12/05/22 | 11,119 (5) | 1,881,335 | | | | | 12/13/23 | 11,939 (6) | 2,020,079 | | | | | 12/13/23 | | | 26,872 (11) | 4,565,742 | | | 12/13/23 | | | 19,889 (11) | 3,365,219 | | | 10/08/24 | 17,034 (7) | 2,882,153 | | | | | 10/08/24 | | | 25,552 (12) | 4,323,398 | | | 10/08/24 | | | 12,776 (13) | 2,161,699 | | Total | | 57,193 | 9,677,056 | 85,089 | 14,416,058 |

  123. Outstanding Equity Awards at Fiscal Year End (1)

    | 2026 PROXY STATEMENT | | 71 |

  124. Outstanding Equity Awards at Fiscal Year End (1)

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Baaziz Achour | 10/24/22 | 1,150 (9) | 194,580 | | | | | 12/13/23 | 5,969 (6) | 1,009,955 | | | | | 12/13/23 | | | 13,437 (11) | 2,273,540 | | | 12/13/23 | | | 9,946 (11) | 1,682,863 | | | 10/08/24 | 9,734 (7) | 1,646,993 | | | | | 10/08/24 | | | 14,601 (12) | 2,470,489 | | | 10/08/24 | | | 7,301 (13) | 1,235,329 | | | 12/10/24 | 7,593 (10) | 1,284,736 | | | | | 12/10/24 | | | 11,389 (15) | 1,927,019 | | | 12/10/24 | | | 5,695 (16) | 963,594 | | Total | | 24,446 | 4,136,264 | 62,369 | 10,552,834 | | Ann Chaplin | 12/05/22 | 5,149 (4) | 871,211 | | | | | 12/05/22 | 6,954 (5) | 1,176,617 | | | | | 12/05/22 | 7,870 (5) | 1,331,604 | | | | | 12/13/23 | 10,446 (6) | 1,767,463 | | | | | 12/13/23 | | | 23,513 (11) | 3,978,400 | | | 12/13/23 | | | 17,403 (11) | 2,944,588 | | | 10/08/24 | 16,426 (7) | 2,779,279 | | | | | 10/08/24 | | | 24,638 (12) | 4,168,750 | | | 10/08/24 | | | 12,319 (13) | 2,084,375 | | Total | | 46,845 | 7,926,174 | 77,873 | 13,176,113 | | James H. Thompson | 12/05/22 | 10,919 (4) | 1,847,495 | | | | | 12/05/22 | 14,745 (5) | 2,494,854 | | | | | 12/05/22 | 16,688 (5) | 2,823,610 | | | | | 12/13/23 | 19,898 (6) | 3,366,742 | | | | | 12/13/23 | | | 44,784 (11) | 7,577,453 | | | 12/13/23 | | | 33,148 (11) | 5,608,642 | | | 10/08/24 | 24,335 (7) | 4,117,482 | | | | | 10/08/24 | | | 36,503 (12) | 6,176,308 | | | 10/08/24 | | | 18,251 (13) | 3,088,069 | | Total | | 86,585 | 14,650,183 | 132,686 | 22,450,472 |

  125. Outstanding Equity Awards at Fiscal Year End (1)

    | Footnotes to Outstanding Awards Table | | | 1 | Our NEOs did not hold any stock options at September 28, 2025. Therefore, the “Option Awards” columns have been omitted from this table. | | 2 | Amounts in this column represent outstanding RSUs, as well as PSUs whose measurement periods were completed as of the end of fiscal 2025. Amounts include dividend equivalent shares that had not vested at the end of fiscal 2025 as follows: 8,162 shares for Mr. Amon; 3,146 shares for Mr. Palkhiwala; 2,454 shares for Mr. Rogers; 613 shares for Dr. Achour; 1,900 shares for Ms. Chaplin and 3,724 shares for Dr. Thompson. | | 3 | Amounts in this column represent outstanding PSUs whose measurement periods were not completed as of the end of fiscal 2025. Amounts include dividend equivalent shares that had not vested at the end of fiscal 2025 as follows: 8,136 shares for Mr. Amon; 3,794 shares for Mr. Palkhiwala; 2,453 for Mr. Rogers; 1,561 shares for Dr. Achour; 2,220 shares for Ms. Chaplin and 3,891 shares for Dr. Thompson. |

  126. Outstanding Equity Awards at Fiscal Year End (1)

    | | Type of Grant | Grant Date | Vesting Rate | Vesting Dates | Conditions | | 4 | Restricted Stock Units | 12/5/2022 | 33-1/3% per year | 12/15/2023 12/15/2024 12/15/2025 | Continued employment through vesting dates required. | | 5 | Performance Stock Units | 12/5/2022 | 100% cliff vesting | 12/15/2025 | As of 9/28/25, the measurement period was complete. The number of shares shown is the actual number of shares earned under this award. Continued employment through vesting date required. |

  127. Outstanding Equity Awards at Fiscal Year End (1)

    | 72 | | 2026 PROXY STATEMENT |

  128. Outstanding Equity Awards at Fiscal Year End (1)

    | | Type of Grant | Grant Date | Vesting Rate | Vesting Dates | Conditions | | 6 | Restricted Stock Units | 12/13/2023 | 33-1/3% per year | 12/15/2024 12/15/2025 12/15/2026 | Continued employment through vesting dates required. | | 7 | Restricted Stock Units | 10/8/2024 | 33-1/3% per year | 10/15/2025 10/15/2026 10/15/2027 | Continued employment through vesting dates required. | | 8 | Restricted Stock Units | 1/22/2024 | 33-1/3% per year | 12/15/2024 12/15/2025 12/15/2026 | Continued employment through vesting dates required. | | 9 | Restricted Stock Units | 10/24/2022 | 33-1/3% per year | 11/20/2023 11/20/2024 11/20/2025 | Continued employment through vesting dates required. | | 10 | Restricted Stock Units | 12/10/2024 | 33-1/3% per year | 10/15/2025 10/15/2026 10/15/2027 | Continued employment through vesting dates required. | | 11 | Performance Stock Units | 12/13/2023 | 100% cliff vesting | 12/15/2026 | As of 9/28/25, the measurement period was incomplete. The number of shares shown is the maximum number of shares that may be earned under this award. Continued employment through vesting date required. | | 12 | Performance Stock Units | 10/8/2024 | 100% cliff vesting | 10/15/2027 | As of 9/28/25, the measurement period was incomplete. The number of shares shown is the maximum number of shares that may be earned under this award. Continued employment through vesting date required. | | 13 | Performance Stock Units | 10/8/2024 | 100% cliff vesting | 10/15/2027 | As of 9/28/25, the measurement period was incomplete. The number of shares shown is the target number of shares that may be earned under this award. Continued employment through vesting date required. | | 14 | Performance Stock Units | 1/22/2024 | 100% cliff vesting | 12/15/2026 | As of 9/28/25, the measurement period was incomplete. The number of shares shown is the maximum number of shares that may be earned under this award. Continued employment through vesting date required. | | 15 | Performance Stock Units | 12/10/2024 | 100% cliff vesting | 10/15/2027 | As of 9/28/25, the measurement period was incomplete. The number of shares shown is the maximum number of shares that may be earned under this award. Continued employment through vesting date required. | | 16 | Performance Stock Units | 12/102024 | 100% cliff vesting | 10/15/2027 | As of 9/28/25, the measurement period was incomplete. The number of shares shown is the target number of shares that may be earned under this award. Continued employment through vesting date required. |

  129. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025 The “Option Exercises and Stock Vested During Fiscal 2025” table below provides information on stock options exercised by our NEOs and NEO stock awards that vested during fiscal 2025.

  130. Option Exercises and Stock Vested During Fiscal 2025 (1)

    Option Exercises and Stock Vested During Fiscal 2025 (1)

  131. Option Exercises and Stock Vested During Fiscal 2025 (1)

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | | Cristiano R. Amon | 122,127 | 20,603,763 | | Akash Palkhiwala | 42,740 | 7,174,380 | | Alexander H. Rogers | 38,475 | 6,490,264 | | Baaziz Achour | 13,338 | 2,201,233 | | Ann Chaplin | 39,361 | 6,670,194 | | James H. Thompson | 66,356 | 11,205,588 |

  132. Option Exercises and Stock Vested During Fiscal 2025 (1)

    1 Our NEOs did not exercise any stock options in fiscal 2025. Accordingly, the “Option Awards” columns have been omitted from this table. 2 Amounts include dividend equivalents on vested shares and shares withheld for the payment of taxes. Amounts represent the value of shares released upon vesting based on the fair market value of our common stock on the vest date.

  133. Option Exercises and Stock Vested During Fiscal 2025 (1)

    | 2026 PROXY STATEMENT | | 73 |

  134. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The “Fiscal 2025 Nonqualified Deferred Compensation” table below provides information on the nonqualified deferred compensation of our NEOs. Under the NQDC Plan, we match a portion of participants’ contributions to the NQDC Plan with cash. We match 25% of a participant’s deferrals under the NQDC Plan, up to 4% of the aggregate of a participant’s base salary plus ACIP amounts. We match a participant’s contributions for a calendar year annually, but only if the participant is actively employed on the first day of the next calendar year or is terminated without cause during the calendar year and had satisfied the vesting eligibility requirement. All matching amounts vest in full upon the participant’s: (i) death, disability, or involuntary termination of employment without Cause (as defined in the NQDC Plan); (ii) termination of employment which constitutes a Qualified Termination under (and as defined in) the Company’s Executive Officer Change in Control Severance Plan described below; or (iii) completion of two years of service with the Company. Prior to January 1, 2026, participants may defer up to 60% of their annual salary and 85% of their ACIP earnings during a plan year. For plan years commencing on and after January 1, 2026, participants may defer up to 85% of their annual salary and 85% of their ACIP earnings during a plan year.

  135. Fiscal 2025 Nonqualified Deferred Compensation

    Fiscal 2025 Nonqualified Deferred Compensation

  136. Fiscal 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) (1) | Registrant Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) (4) | | Cristiano R. Amon | 1,020,600 | 204,120 | 715,030 | — | 9,031,592 | | Akash Palkhiwala | 2,135,450 | 110,619 | 1,162,326 | — | 13,484,864 | | Alexander H. Rogers | 1,523,452 | 94,280 | 1,127,998 | — | 12,527,529 | | Baaziz Achour | 1,313,385 | 68,513 | 2,750,651 | (1,388,854) | 27,158,647 | | Ann Chaplin | 119,692 | 28,462 | 111,284 | — | 824,361 | | James H. Thompson | 448,097 | 111,082 | 3,122,664 | (21,235,534) | 9,250,976 |

  137. Fiscal 2025 Nonqualified Deferred Compensation

    1 The amounts in this column are also reported in the Fiscal 2025 Summary Compensation Table, with some of the amounts included in the “Salary” column for fiscal 2025 and some of the amounts included in the “Non-Equity Incentive Plan Compensation” column for fiscal 2024 (as any portion of an NEO’s 2024 ACIP award contributed to the NQDC Plan could not be contributed until fiscal 2025, and any portion of an NEO’s 2025 ACIP award contributed to the NQDC Plan could not be contributed until fiscal 2026). 2 The amounts in this column represent the cash match made by the Company in fiscal 2025. All amounts in this column are also reported in the Fiscal 2025 Summary Compensation Table under “All Other Compensation.” 3 The amounts in this column are not included in the Fiscal 2025 Summary Compensation Table, because such earnings amounts are not preferential or above-market. The applicable amount of earnings reported is reduced by the amount of administrative fees that were paid to the third-party administrator from the participant’s account. 4 This column includes all amounts in the NQDC Plan for our NEOs. The following amounts were reported as compensation to our NEOs in our summary compensation tables for previous years: Mr. Amon — $4,786,016; Mr. Palkhiwala — $6,631,145; Mr. Rogers — $6,172,304; Ms. Chaplin — $429,692; Dr. Thompson — $6,327,853.

  138. Potential Payments Upon Termination or Change In Control (1)

    Potential Payments Upon Termination or Change In Control (1)

  139. Potential Payments Upon Termination or Change In Control (1)

    | Name | Termination Scenario | Cash ($) (4) | COBRA Premiums ($) (5) | Performance Stock Units/ Restricted Stock Units ($) (6)(7) | Total ($) | | Cristiano R. Amon | Death | — | — | 56,217,772 | 56,217,772 | | | Long-Term Disability | — | — | 56,217,772 | 56,217,772 | | | Involuntary Termination (2) | 8,100,000 | 71,870 | 52,159,002 | 60,330,872 | | | Change in Control (3) | 8,100,000 | 71,870 | 65,533,126 | 73,704,996 | | | Voluntary Termination | — | — | — | — | | | Retirement | — | — | 79,804,872 | 79,804,872 | | Akash Palkhiwala | Death | — | — | 24,273,893 | 24,273,893 | | | Long-Term Disability | — | — | 24,273,893 | 24,273,893 | | | Involuntary Termination (2) | 3,375,000 | 38,553 | 22,170,229 | 25,583,782 | | | Change in Control (3) | 3,375,000 | 38,553 | 27,606,309 | 31,019,862 | | | Voluntary Termination | — | — | — | — | | Alexander H. Rogers | Death | — | — | 16,933,254 | 16,933,254 | | | Long-Term Disability | — | — | 16,933,254 | 16,933,254 | | | Involuntary Termination (2) | 3,000,000 | 24,033 | 18,395,506 | 21,419,539 | | | Change in Control (3) | 3,000,000 | 24,033 | 19,760,612 | 22,784,645 | | | Voluntary Termination | — | — | — | — | | | Retirement | — | — | 24,074,114 | 24,074,114 | | Baaziz Achour | Death | — | — | 8,789,442 | 8,789,442 | | | Long-Term Disability | — | — | 8,789,442 | 8,789,442 | | | Involuntary Termination (2) | 3,000,000 | 24,033 | 7,564,265 | 10,588,298 | | | Change in Control (3) | 3,000,000 | 24,033 | 10,512,027 | 13,536,060 | | | Voluntary Termination | — | — | — | — | | | Retirement | — | — | 14,494,518 | 14,494,518 | | Ann Chaplin | Death | — | — | 21,102,286 | 21,102,286 | | | Long-Term Disability | — | — | 21,102,286 | 21,102,286 | | | Involuntary Termination (2) | 2,531,250 | 22,419 | 19,734,980 | 22,288,649 | | | Change in Control (3) | 2,531,250 | 22,419 | 16,833,262 | 19,386,931 | | | Voluntary Termination | — | — | — | — | | James H. Thompson (8) | Retirement | — | — | 37,100,653 | 37,100,653 |

  140. Potential Payments Upon Termination or Change In Control (1)

    1 Company match under the NQDC Plan is fully vested upon the completion of two years of service with the Company (or upon the participant’s death, disability, involuntary termination without cause or qualifying termination in connection with a change in control). All of our NEOs had fulfilled the service requirement as of September 28, 2025, and all match amounts and/or shares credited to their accounts are vested. The potential payments in the above scenarios related to the NQDC Plan are equal to the Aggregate Balance column in the “Fiscal 2025 Nonqualified Deferred Compensation” table, and as a result, we did not include these amounts in this table. 2 “Involuntary Termination” is any termination (i) by the Company other than for Cause, death or disability, or (ii) by the executive officer for Good Reason (in each case, as defined in the Severance Plan). 3 “Change in Control” includes any termination during the Change in Control Period (i) by the Company other than for Cause, death or disability, or (ii) by the executive officer for Good Reason (in each case, as defined in the CIC Severance Plan). 4 The amounts in this column represent a severance payment of one and a half times the executive officer’s annual base salary and target bonus (except that the multiplier is two in the case of our CEO). 5 The amounts in this column represent continued payment for the cost of the executive officer’s premiums for health continuation coverage under COBRA for a period equal to the number of months of severance pay but no longer than the end of the COBRA period. 6 For the performance stock units and restricted stock units change-in-control termination scenarios, we have assumed 100% acceleration of unvested shares. 7 Mr. Amon, Mr. Rogers and Dr. Achour were retirement eligible under the applicable plan and award agreements as of September 28, 2025. Dr. Thompson retired as Chief Technology Officer effective as of February 3, 2025 and was no longer serving as an executive officer at the end of fiscal 2025, so only the amounts he is eligible to receive in connection with his retirement are included.

  141. Potential Payments Upon Termination or Change In Control (1)

    | 2026 PROXY STATEMENT | | 77 |

  142. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information regarding the relationship of the annual total compensation of our CEO compared to the annual total compensation of our median employee. For fiscal 2025, our last completed fiscal year: • the annual total compensation of our CEO, as shown in the Summary Compensation Table, was $29,701,097; • the annual total compensation of our median employee, calculated as described below, was $101,639; and • the resulting ratio was 292 : 1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using data and assumptions summarized below. To identify our median employee, we first determined our employee population (excluding our CEO) as of the last day of our fiscal year, September 28, 2025 (the Determination Date). We had approximately 52,000 employees, representing all full-time, part-time and temporary workers as of the Determination Date. The number does not include any independent contractors or “leased” workers. We then measured our employee population’s target total direct compensation in fiscal 2025 for our consistently applied compensation measure based on information from our Human Resources management systems. This compensation measurement was calculated by totaling, for each employee, his or her annual base salary as of the Determination Date, target annual bonus in fiscal 2025 and target value of annual equity awards granted in fiscal 2025. As permitted by applicable SEC rules, due to the original median employee having anomalous compensation characteristics that impact the pay ratio, we substituted another employee within a 1% variance of the median who has substantially similar compensation to the original median employee based on the total direct compensation measurement. Once we identified our median employee, we then determined the annual total compensation of this employee. We believe the above is a reasonable estimate of the relationship between the pay of our CEO and the pay of our median employee in fiscal 2025.

  143. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following tables and charts, prepared in accordance with the SEC’s pay versus performance disclosure regulations (Item 402(v) of Regulation S-K), provide additional compensation information regarding our NEOs for our last five completed fiscal years. The values reported include amounts that are reported in our Summary Compensation Table (SCT) above on page 68 and “compensation actually paid” (CAP), which is a metric required by the aforementioned regulations, calculated as described below. The HR and Compensation Committee did not utilize CAP as a basis for making its compensation decisions for any of the fiscal years included in the tables and charts below. For information regarding the basis for the compensation decisions made by our HR and Compensation Committee for fiscal 2025, see the “Compensation Discussion and Analysis” section beginning on page 54.

  144. Pay Versus Performance Table

    Pay Versus Performance Table

  145. Pay Versus Performance Table

    | | SCT Total for PEO Cristiano R. Amon ($) (1) | CAP to PEO Cristiano R. Amon ($) (1)(2) | SCT Total for PEO Steve Mollenkopf ($) (1) | CAP to PEO Steve Mollenkopf ($) (1) | Average SCT Total for Non-PEO NEOs ($) (1) | Average CAP to Non-PEO NEOs ($) (1)(3) | Value of Initial Fixed $100 Investment Based on: (4) | | Net Income (in millions) ($) | Adjusted EPS ($) (5) | | Year | | | | | | | Company TSR ($) | Peer Group TSR ($) | | | | 2025 | 29,701,097 | 29,635,405 | — | — | 10,483,230 | 10,523,662 | 164 | 229 | 5,541 | 11.69 | | 2024 | 25,931,574 | 48,354,500 | — | — | 10,295,997 | 17,886,334 | 162 | 185 | 10,142 | 9.99 | | 2023 | 23,490,335 | 8,639,231 | — | — | 8,084,666 | 4,468,742 | 100 | 135 | 7,232 | 8.32 | | 2022 | 4,754,113 | 5,226,561 | — | — | 4,437,023 | 5,199,555 | 110 | 103 | 12,936 | 12.41 | | 2021 | 20,638,924 | 39,044,789 | 7,380,553 | 40,849,833 | 8,136,215 | 14,285,453 | 119 | 138 | 9,043 | 8.33 |

  146. Pay Versus Performance Table

    Mr. Amon was our Principal Executive Officer (PEO) for a portion of fiscal 2021 and all of fiscal 2022 through fiscal 2025. Mr. Mollenkopf was our PEO for a portion of fiscal 2021. Mr. Mollenkopf retired as CEO of the Company, and Mr. Amon was appointed as CEO of the Company, effective June 30, 2021. The other named executive officers (NEOs) represent the following individuals: for fiscal 2025 — Akash Palkhiwala, Alexander H. Rogers, Baaziz Achour, Ann Chaplin and James H. Thompson; for fiscal 2024 and fiscal 2023 — Akash Palkhiwala, James H. Thompson, Alexander H. Rogers and Ann Chaplin; for fiscal 2022 — Akash Palkhiwala, Ann Chaplin, James J. Cathey and James H. Thompson; for fiscal 2021 — Akash Palkhiwala, James H. Thompson, Alexander H. Rogers and Heather Ace.

  147. Pay Versus Performance Table

    | 78 | | 2026 PROXY STATEMENT |

  148. Pay Versus Performance Table

    To calculate Compensation Actually Paid (CAP) to Mr. Amon for fiscal 2025, the following amounts were deducted from and added to the Summary Compensation Table (SCT) total compensation: Cristiano R. Amon SCT Total to CAP Reconciliation:

  149. Pay Versus Performance Table

    | Year | SCT Total ($) | Stock Awards Deducted from SCT Total ($) (i) | Additions to SCT Total ($) (ii) | Compensation Actually Paid ($) | | 2025 | 29,701,097 | (24,162,043) | 24,096,351 | 29,635,405 |

  150. Pay Versus Performance Table

    3 To calculate Average CAP to the Non-PEO NEOs for fiscal 2025, the following amounts were deducted from and added to the SCT total compensation: Average Non-PEO NEOs SCT Total to CAP Reconciliation:

  151. Pay Versus Performance Table

    | Year | SCT Total ($) | Stock Awards Deducted from SCT Total ($) (i) | Additions to SCT Total ($) (ii) | Compensation Actually Paid ($) | | 2025 | 10,483,230 | (8,523,030) | 8,563,462 | 10,523,662 |

  152. Pay Versus Performance Table

    i. These deductions are the amounts listed in the “Stock Awards” columns of the SCT and represent the grant date fair value of equity-based awards granted in the applicable year. ii. Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for the applicable year, as detailed in the supplemental tables below. The change in fair value of awards shown in the tables below includes the value of dividend equivalents accrued on such awards. Cristiano R. Amon Equity Component of CAP:

  153. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End ($) | Change in Fair Value of Awards Granted in Prior Years and Unvested at Year End ($) | Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) | Change in Fair Value of Awards Granted in Prior Years that Vested During the Year ($) | Equity Value Included in CAP ($) | | 2025 | 24,461,863 | 575,444 | — | (940,956) | 24,096,351 |

  154. Pay Versus Performance Table

    Average Non-PEO NEOs Equity Component of CAP:

  155. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End ($) | Change in Fair Value of Awards Granted in Prior Years and Unvested at Year End ($) | Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) | Change in Fair Value of Awards Granted in Prior Years that Vested During the Year ($) | Equity Value Included in CAP ($) | | 2025 | 8,624,868 | 274,896 | — | (336,302) | 8,563,462 |

  156. Pay Versus Performance Table

    4 In accordance with SEC rules, Company and Peer Group total shareholder return (TSR) is determined based on the value of a fixed $100 investment beginning with the market close on the last trading day before our fiscal 2021, through and including the end of the respective listed fiscal year. Peer Group TSR represents TSR of the Nasdaq-100 Index, which is the industry peer group used by the Company for purposes of Item 201(e)(1)(ii) of Regulation S-K. 5 Adjusted EPS is the financial measure that was determined to be the most important financial performance measure linking compensation actually paid to our NEOs to company performance for fiscal 2025 and therefore was selected as the fiscal 2025 “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. The specific adjustments to GAAP EPS to arrive at Adjusted EPS are predetermined and approved by our HR and Compensation Committee in connection with each year’s annual grant of PSUs. The amounts in the table above represent Adjusted EPS as defined for the EPS PSUs granted in fiscal 2025, and the adjustments to reconcile Adjusted EPS to GAAP EPS for fiscal 2025 are described in Appendix A.

  157. Director Compensation Program Overview

    Director Compensation Program Overview

  158. Director Compensation Program Overview

    | Annual Cash Retainer (1) | Amount ($) | | Board members (2) | 100,000 | | Independent Board Chair (3) | 175,000 | | Lead Independent Director (3) | 35,000 | | Committee Chair | | | Audit Committee | HR and Compensation Committee | 40,000 | | Governance Committee | 30,000 | | Committee members (excluding Chair) | | | All Committees | 15,000 |

  159. Director Compensation Program Overview

    | Meeting Fees | Amount ($) | | Board meeting | — | | Committee meeting (4) | — |

  160. Director Compensation Program Overview

    | Equity Compensation | Amount ($) | | Deferred Stock Units (5) | 275,000 |

  161. Director Compensation Program Overview

    1 Annual retainers are paid in equal one-fourth installments following the end of each calendar quarter. If available under the applicable tax code, directors may make an annual election to receive all, or a portion, of the retainer in DSUs. The number of DSUs received is based on the Fair Market Value (as defined in the 2023 LTIP or any successor equity incentive plan adopted by the Company) of our common stock on the last trading day of the last month of the applicable calendar quarter. DSUs vest immediately but are subject to a three-year holding period and generally settle three years from the grant date, unless the director elects to further defer their receipt. Directors who are U.S. residents may defer any cash portion of their retainer and meeting fees under the NQDC Plan. Directors who contribute to the NQDC Plan are not eligible to receive the Company match or any interest that is above the market rate. 2 The annual retainer for Board members who are non-U.S. residents is $120,000, in consideration of the increased travel time and the hardship of participating in meetings via teleconference during off-hours. 3 Independent Board Chair and Lead Independent Director annual retainers are in addition to the regular Board member annual retainer. 4 No meeting fees are paid for the first ten meetings of a standing committee attended (in person or by telephone) by a committee member in a calendar year. In the event a standing committee member attends (in person or by telephone) more than ten meetings of the applicable committee in a calendar year, he or she will receive a fee of $1,500 for each such additional meeting attended. The Board may appoint special committees from time-to-time, and meeting fees, if any, for members of special committees (as well as retainers, if any, for the members of such committees) are determined by the HR and Compensation Committee in its discretion. The HR and Compensation Committee grants annual DSUs to directors with a grant date of the date of the Company’s annual meeting of stockholders. The number of DSUs awarded is based on the fair value (as determined by a third-party valuation firm, in accordance with applicable accounting standards) of each such unit on the grant date. Directors who join the Board between annual meetings of stockholders receive DSUs on a pro rata basis to reflect the partial year of service until the next annual meeting of stockholders. The DSUs are fully vested on the grant date, include a mandatory three-year holding period from the grant date, and settle three years from the grant date regardless of continued Board service, or upon death, disability or a change in control. If available under the applicable tax code, a director may elect to defer the distribution, and the taxable event, beyond the mandatory three-year holding period. The DSUs include dividend equivalent rights, which accrue in the form of additional shares of our common stock with vesting and distribution at the same time as the underlying DSUs.

  162. Director Compensation Program Overview

    | 2026 PROXY STATEMENT | | 81 |

  163. Director Compensation Program Overview

    The following table shows compensation awarded to, earned by or paid to each individual who served as a director of the Company at any time during fiscal 2025.

  164. Fiscal 2025 Director Compensation (1)

    Fiscal 2025 Director Compensation (1)

  165. Fiscal 2025 Director Compensation (1)

    | Name | Fees Earned or Paid in Cash ($) (2) | Stock Awards ($) (3) | All Other Compensation ($) (4) | Total ($) | | Sylvia Acevedo | 115,000 | 275,001 | 8,500 | 398,501 | | Mark Fields | 115,000 | 275,001 | — | 390,001 | | Jeffrey W. Henderson | 140,000 | 275,001 | — | 415,001 | | Gregory N. Johnson | 53,347 | — | 100,000 | 153,347 | | Jeremy (Zico) Kolter | 9,062 | 137,566 (5) | — | 146,628 | | Ann M. Livermore | 130,000 | 275,001 | — | 405,001 | | Mark D. McLaughlin | 281,901 | 275,001 | 50,000 | 606,902 | | Jamie S. Miller | 115,000 | 275,001 | — | 390,001 | | Marie Myers | 112,813 | 368,854 (5) | — | 481,667 | | Irene B. Rosenfeld | 140,000 | 275,001 | 50,000 | 465,001 | | Kornelis (Neil) Smit | 115,000 | 275,001 | 50,000 | 440,001 | | Jean-Pascal Tricoire | 135,000 | 275,001 | — | 410,001 | | Anthony J. Vinciquerra | 53,347 | — | 250,000 | 303,347 | | Christopher D. Young | 44,547 | 229,233 (5) | 49,500 | 323,280 |

  166. Fiscal 2025 Director Compensation (1)

    1 We did not award any stock options or provide any non-equity incentive plan compensation to any director in fiscal 2025. Therefore, we did not include the “Option Awards” or “Non-Equity Incentive Plan Compensation” columns in this table. We do not offer a pension plan or other defined benefit retirement plan to our directors. We do not provide above-market or preferential earnings on deferred compensation, nor do we provide dividends on stock in the NQDC Plan at a rate higher than dividends on our common stock. As a result, the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column has also been omitted from this table. 2 These amounts include cash retainers and meeting fees. For Messrs. McLaughlin, Smit and Tricoire, these amounts include the value of DSUs issued in lieu of payment of certain of their cash retainer fees. DSUs awarded to Messrs. Smit and Tricoire are fully vested and will be settled upon termination of Board service. DSU awards to Mr. McLaughlin are fully vested and will be settled three years from the date of grant. 3 These amounts represent the fair value of the awards based on the Fair Market Value of our common stock on the grant date. DSUs issued in lieu of payment of cash retainer fees are not included in this column. 4 These amounts represent our matching contributions for director contributions to qualified tax-exempt non-profit organizations under our charitable contribution matching program. We match 100%, up to $50,000 annually, of a director’s contributions to such organizations. For Messrs. Johnson and Vinciquerra, the amounts of $100,000 and $250,000, respectively, represent charitable contributions made in their names in recognition of their retirement from the Board. Perquisites and other personal benefits have been excluded as the total value for each director was less than $10,000. 5 Ms. Myers, Mr. Young and Dr. Kolter joined the Board in October 2024, May 2025 and September 2025 respectively. The amounts shown in the Stock Awards column include the value of their pro-rated new director DSU award. The following table shows the aggregate number of outstanding DSUs, at September 28, 2025, held by each individual who served as a director of the Company at any time during fiscal 2025. No directors held outstanding stock options at September 28, 2025.

  167. Outstanding Equity Awards Held by Directors at Fiscal Year End

    Outstanding Equity Awards Held by Directors at Fiscal Year End

  168. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | Name | Number of Outstanding DSUs (#) (1) | | Sylvia Acevedo | 6,123 | | Mark Fields | 23,877 | | Jeffrey W. Henderson | 6,123 | | Gregory N. Johnson | 4,003 | | Jeremy (Zico) Kolter | 1,055 | | Ann M. Livermore | 6,123 | | Mark D. McLaughlin | 28,870 | | Jamie S. Miller | 6,123 | | Marie Myers | 2,812 |

  169. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | 82 | | 2026 PROXY STATEMENT |

  170. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | Name | Number of Outstanding DSUs (#) (1) | | Irene B. Rosenfeld | 10,164 | | Kornelis (Neil) Smit | 25,575 | | Jean-Pascal Tricoire | 14,729 | | Anthony J. Vinciquerra | 4,003 | | Christopher D. Young | 1,767 |

  171. Outstanding Equity Awards Held by Directors at Fiscal Year End

    The information in this column includes dividend equivalent rights and amounts deferred under the director compensation program. See “Director Compensation Program Overview” above for detailed information on DSUs granted to our directors.

  172. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | 2026 PROXY STATEMENT | | 83 |