Document

S-8 1 forms-8ltip32025.htm S-8 Document

As filed with the Securities and Exchange Commission on March 20, 2025

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

QUALCOMM Incorporated

(Exact name of registrant as specified in its charter)


Delaware		95-3685934
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

	5775 Morehouse Drive
	San Diego, California 92121-1714
	(Address of Principal Executive Offices)
	(Zip Code)

AMENDED AND RESTATED
QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN
(Full title of the plan)

Ann Chaplin
General Counsel and Corporate Secretary
QUALCOMM Incorporated
5775 Morehouse Drive
San Diego, California, 92121-1714
(Name and address of agent for service)

858-587-1121
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, QUALCOMM Incorporated (the “Company”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register 22,950,000 additional shares of the Company’s common stock, $0.0001 par value per share, for issuance under the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan (the “Restated 2023 LTIP”). The Restated 2023 LTIP was approved by the stockholders of the Company on March 18, 2025. This Registration Statement hereby incorporates by reference the contents of the Company’s registration statements on Form S-8 filed with the Commission on March 8, 2023 (SEC File No. 333-270358) and March 11, 2024 (SEC File No. 333-277824) to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Company with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

a.The Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2024 (the “Annual Report”), filed with the Commission on November 6, 2024, including the portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on January 23, 2025, that are incorporated by reference into the Annual Report.

b.Any other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above.

c.The description of the Company’s Common Stock contained in Exhibit 4.15 of the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2019, filed with the Commission on November 6, 2019, including any amendments or reports filed for the purpose of updating such description.

In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made part hereof from their respective dates of filing (such documents, and the documents listed above, being hereinafter referred to as “Incorporated Document(s)”); provided, however, that the documents listed above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company’s Annual Report on Form 10-K covering such year shall cease to be Incorporated Documents or be incorporated by reference in this Registration Statement from and after the filing of such Annual Report.

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits


Exhibit No.			Description
4.1			Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 7, 2024)
4.2			Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on March 7, 2024)
5.1*			Opinion of DLA Piper LLP (US)
23.1			Consent of Counsel (included in Exhibit 5.1)
23.2*			Consent of PricewaterhouseCoopers LLP
24			Power of Attorney (included in signature pages to this Registration Statement)
99.1			Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan (incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on January 23 , 202 5 )
107*			Filing Fee Table

*			Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 20, 2025.


			QUALCOMM Incorporated

			By:			/s/ Cristiano R. Amon
						Cristiano R. Amon
						President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

The officers and directors of QUALCOMM Incorporated whose signatures appear below hereby constitute and appoint Cristiano R. Amon and Akash Palkhiwala, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with the power to act alone, to sign and execute on behalf of the undersigned this Registration Statement on Form S-8 with respect to the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan and any amendment or amendments thereto, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Cristiano R. Amon

President and Chief Executive Officer, and Director

March 20, 2025

Cristiano R. Amon

(Principal Executive Officer)

/s/ Akash Palkhiwala

Chief Financial Officer and Chief Operating Officer

March 20, 2025

Akash Palkhiwala

(Principal Financial Officer)

/s/ Neil Martin

Senior Vice President, Finance and Chief Accounting Officer

March 20, 2025

Neil Martin

(Principal Accounting Officer)

/s/ Sylvia Acevedo

Director

March 20, 2025

Sylvia Acevedo

/s/ Mark Fields

Director

March 20, 2025

Mark Fields

/s/ Jeffrey W. Henderson

Director

March 20, 2025

Jeffrey W. Henderson

/s/ Ann M. Livermore

Director

March 20, 2025

Ann M. Livermore

/s/ Mark D. McLaughlin

Chair

March 20, 2025

Mark D. McLaughlin

/s/ Jamie S. Miller

Director

March 20, 2025

Jamie S. Miller

/s/ Marie Myers

Director

March 20, 2025

Marie Myers

/s/ Irene B. Rosenfeld

Director

March 20, 2025

Irene B. Rosenfeld

/s/ Kornelis (Neil) Smit

Director

March 20, 2025

Kornelis (Neil) Smit

/s/ Jean-Pascal Tricoire

Director

March 20, 2025

Jean-Pascal Tricoire