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QUALCOMM INC/DE files 424B7: prospectus (424B)

Prospectus — pricing and terms of a securities offering.
Official disclosureSlicast · July 31, 2026 at 12:00 UTC · US · Source: SEC EDGAR · QCOM

PROSPECTUS SUPPLEMENT (To Prospectus dated November 6, 2024)

This prospectus supplement relates to the resale from time to time by the selling stockholders referenced in this prospectus supplement (the “selling stockholders”) of up to 17,826,566 shares of common stock, par value $0.0001 per share (the “common stock”), of QUALCOMM Incorporated (“Qualcomm,” “we,” “our” and “us”). The selling stockholders have acquired and will acquire these shares from us in connection with our acquisition of Modular Inc (“Modular”). Such shares of common stock were issued and are issuable by us to the selling stockholders pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 21, 2026, by and among Qualcomm, Mod Acquisition Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Qualcomm, Modular and Shareholder Representative Services, LLC (solely in its capacity as securityholders’ representative) (the “Shareholder Representative”), and the related agreements.

We will not receive any proceeds from the sale of the shares of our common stock offered by this prospectus supplement.

The selling stockholders may sell the shares on any national securities exchange on which the shares may be listed at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges, such as privately negotiated transactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” beginning on page S-9 of this prospectus supplement for more information about how the selling stockholders may sell or otherwise dispose of their shares using this prospectus supplement.

The selling stockholders may sell any, all or none of the shares offered by this prospectus supplement and we do not know if, when or in what amounts the selling stockholders may sell their shares hereunder.

Our common stock is listed on the NASDAQ Global Select Market (“Nasdaq”) under the symbol “QCOM.” On July 30, 2026, the last sale price of our common stock as reported on Nasdaq was $151.60 per share.

Investing in our common stock involves risks. You should read carefully this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus before you invest. See “Risk Factors” beginning on page S-3 of this prospectus supplement, page 2 of the accompanying prospectus and “Item 1A — Risk Factors” of our most recent annual report on Form 10-K and quarterly reports on Form 10-Q that are incorporated by reference in this prospectus supplement, before making a decision to invest in our common stock.

Number of Shares of Common Stock Beneficially Owned Percent of Shares of Common Stock Outstanding (1) Number of Shares of Common Stock Being Registered For Resale (2) Number of Shares of Common Stock Beneficially Owned (3) Percent of Shares of Common Stock Outstanding

GV 2021, L.P. (5) 2,206,989 * 2,206,989 — —

General Catalyst Group XI – Endurance, L.P. (6) 1,700,124 * 1,700,124 — —

GV 2023, L.P. (7) 989,272 * 989,272 — —

Less than 1%.

Based on 1,050,233,921 shares outstanding as of July 27, 2026 plus 17,826,566 shares sold and issued to the selling stockholders pursuant to the acquisition of Modular.

Represents the number of shares being registered on behalf of the selling stockholder pursuant to this registration statement, which may be less than the total number of shares beneficially owned by such selling stockholder.

Assumes that the selling stockholders dispose of all of the shares of common stock covered by this prospectus supplement and do not acquire beneficial ownership of any additional shares. The registration of these shares does not necessarily mean that the selling stockholders will sell all or any portion of the shares covered by this prospectus supplement.

Thomas Tull, the manager of US Innovative Technology GP II, LLC, which is the manager of USIT II Holdco PC1 LLC, has the power to vote or direct the disposition of the shares beneficially owned by USIT II Holdco PC1 LLC. The address for USIT II Holdco PC1 LLC is 501 Marketplace Avenue, Suite 201, Moon Township, PA 15108.

Consists of 2,206,989 shares of Common Stock held by GV 2021, L.P. GV 2021 GP, L.P. (the general partner of GV 2021, L.P.), GV 2021 GP, L.L.C. (the general partner of GV 2021 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2021 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to share power to vote or dispose of the shares held directly by GV 2021, L.P. The address for each of these entities is 1600 Amphitheatre Parkway, Mountain View, CA 94043.

General Catalyst Group Management, LLC, a limited liability company formed under the laws of the State of Delaware, is the manager of General Catalyst Endurance GP XI, LLC, a limited liability company formed under the laws of the State of Delaware, the general partner of General Catalyst Partners XI — Endurance, L.P., a limited partnership formed under the laws of the State of Delaware, the general partner of General Catalyst Group XI — Endurance, L.P., or GCGXIE. Each party named above disclaims beneficial ownership of such shares. The principal business address of the foregoing entities is 20 University Road, Suite 450, Cambridge, MA 02138.

Consists of 989,272 shares of Common Stock held by GV 2023, L.P. GV 2023 GP, L.P. (the General Partner of GV 2023, L.P.), GV 2023 GP, L.L.C. (the General Partner of GV 2023 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2023 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to share power to vote or dispose of the shares held directly by GV 2023, L.P. The principal business address for each of these entities is 1600 Amphitheatre Parkway, Mountain View, CA 94043.

Includes 92 other selling stockholders who collectively own less than 1% of the outstanding shares of common stock prior to this offering.

PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time in one or more transactions on Nasdaq or any other organized market where our shares of common stock may be traded, sell any or all of their shares of our common stock offered hereby through underwriters, dealers or agents, directly to one or more purchasers or through a combination of any such methods of sale. The selling stockholders may distribute the shares of our common stock offered hereby from time to time in one or more transactions:

at a fixed price or prices, which may be changed;

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QUALCOMM INC/DE files 424B7: prospectus (424B) · Slicast