Qualcomm Incorporated has put an acquisition on the public record. In a Form 8-K dated June 24, 2026, the San Diego company disclosed that on June 21, 2026 it “entered into a definitive agreement to acquire Modular Inc.” The disclosure runs under Item 3.02 of the form, the line item reserved for unregistered sales of equity securities — a clue, before you read a word of the body, that this is a deal being paid for in stock.

The filing is spare, as Item 3.02 disclosures tend to be. It states the consideration plainly: as payment for the acquisition, Qualcomm “expects to issue up to 19.2 million shares of the Company’s common stock to the equity owners of Modular.” There is no cash figure, no headline enterprise value, and no per-share exchange ratio in the document. What the 8-K reports is the instrument — newly issued Qualcomm common stock — and a ceiling on how much of it changes hands.

As consideration for the acquisition (the “Acquisition”), the Company expects to issue up to 19.2 million shares of the Company’s common stock to the equity owners of Modular.

The word “up to” is doing work in that sentence. The filing’s forward-looking-statements section flags “closing purchase price adjustments, including which may impact the number of shares issuable pursuant to the Acquisition,” so 19.2 million is a stated maximum rather than a fixed count. The final number, by the document’s own terms, can move at closing.

The mechanics of the issuance are the substance of an Item 3.02 report, and Qualcomm spells them out. At the closing of the acquisition, which the filing says “is subject to customary closing conditions,” the shares “will be made in a private placement undertaken in reliance on the exemptions from the registration requirements of the Securities Act of 1933.” Specifically, the company cites Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. In plain terms, these are the standard exemptions a public company uses when it issues stock to a limited, sophisticated set of recipients — here, Modular’s equity owners — without registering those shares for a public offering. That structure is why the transaction surfaces as an unregistered equity sale rather than, say, a definitive-agreement disclosure under a different item.

What the 8-K does not contain is also worth marking, because a filing signal is only as good as the boundary around it. The document offers no strategic narrative: no statement about why Qualcomm is buying Modular, no description of Modular’s business, no projection of how the acquisition fits Qualcomm’s product roadmap. It names no closing date, only a set of conditions that must be satisfied first. Among those conditions, the risk-factor language explicitly contemplates regulatory review — it cautions about “the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties.” The same passage lists the usual hazards of a pending deal: the effect of the announcement on Modular’s business relationships and employees, the ability to satisfy or waive conditions on schedule, unknown liabilities, and uncertainty as to timing.

The report is signed by Akash Palkhiwala, identified as Qualcomm’s EVP, Chief Financial Officer and Chief Operating Officer, and dated June 24, 2026. The earliest event reported is June 21, 2026, the date of the definitive agreement.

For readers tracking large-company dealmaking, the takeaway from this filing is narrow and concrete. Qualcomm has committed, by definitive agreement, to acquire Modular Inc and to pay for it with newly issued stock capped at 19.2 million shares, delivered through a private placement at closing and subject to customary conditions and regulatory approval. Anything beyond that — valuation, rationale, integration plans, timeline — is not in this 8-K. Those details, if they come, would arrive in subsequent filings or company communications. For now, the record shows the structure of the deal and the size of the stock consideration, and not much more.