[Form 4] Huron Consulting Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

SkyWater Technology, Inc. (SKYT) filed an 8-K disclosing three material events dated 30 June 2025:

• Completion of the Spansion Fab 25 acquisition. The company closed the purchase of all membership interests in Spansion Fab 25, LLC, which holds substantially all property, plant, equipment, employees and certain liabilities of Infineon’s 200 mm Austin, TX fabrication plant. The cash purchase price was approximately $93 million, consisting of a $73 million base price and a provisional $20 million working-capital payment.
• Amendment to the Membership Interest Purchase Agreement. Amendment No. 1 raised the cash consideration due at closing by $18 million but eliminated a previously agreed $25 million deferred payment tied to a multi-year supply agreement, reducing total consideration by $7 million and simplifying post-closing obligations.
• Amended & Restated Loan and Security Agreement. SKYT and its subsidiaries entered into a new senior secured $350 million revolving credit facility maturing 30 June 2030 with Siena Lending Group (agent) and a lender group including BSP, GRC and Ares. Proceeds refinanced Siena/GRC debt, funded the Fab 25 purchase and will support working capital and capex.

Key financing terms:

• Interest: Term-SOFR loans at 1-month SOFR (floor 2.5%) + 4.0%–5.0%; Base-rate loans at greater of prime, Fed funds + 0.5%, or 7.0% + 3.0%–4.0%.
• Borrowing base: advance rates against billed/unbilled A/R, inventory and equipment; agent may set additional reserves.
• Covenants: minimum trailing-12-month EBITDA of $10 million; liquidity requirements (≥$70 million post sale-leaseback); FCCR ≥1.0× under certain conditions; annual unfunded capex limits; restrictions on additional debt, liens, asset sales and dividend payments.
• Security: first-priority lien on substantially all borrower assets; parent guarantee.

Required historical and pro-forma financial statements for the acquired business will be filed by amendment no later than 16 September 2025.

Positive

• Acquisition closed: SkyWater completed the $93 million purchase of Spansion Fab 25, adding a fully equipped 200 mm fab and workforce.
• Improved purchase economics: Amendment removed a $25 million deferred payment while only adding $18 million up-front, lowering total consideration by $7 million.
• Long-term liquidity: New $350 million revolving credit facility runs to 2030, providing substantial funding for integration, working capital and capex.

Negative

• Higher immediate cash outflow: Purchase-price amendment increases closing payment by $18 million.
• Expensive debt: Facility rates of SOFR +4%-5% (floor 2.5%) or base +3%-4% create sizable interest burden if fully utilized.
• Restrictive covenants: Minimum EBITDA, liquidity thresholds, FCCR tests and capex limits reduce financial flexibility.
• Comprehensive collateral pledge: All borrower assets are pledged, limiting future unsecured borrowing capacity.

Insights

Semiconductor Industry Analyst

TL;DR: Fab 25 deal enlarges SKYT’s 200 mm capacity; $350 m revolver secures liquidity but carries high spreads and tight covenants.

The completed acquisition provides SKYT with a fully staffed Austin fab, accelerating its push into specialty 200 mm manufacturing without green-field build risk. Paying $93 million up-front—net $7 million less than the prior structure after eliminating the $25 million earn-out—looks reasonable versus replacement cost of similar equipment. Immediate cash outflow increases but avoids contingent payments and aligns Infineon’s exit. The long-dated $350 million ABL gives flexibility through 2030, sized well beyond the deal cost to support ramp-up and future programs. However, SOFR+400-500 bp and a 2.5% floor translate to a minimum 6.5–7.5% coupon in today’s rates, materially dilutive if fully drawn. Operating covenants (≥$10 m EBITDA, liquidity triggers, FCCR tests) will force disciplined execution as the Fab 25 integration proceeds. Overall, the transaction should enhance capacity and customer diversification but heightens leverage and execution risk.

Credit Risk Analyst

TL;DR: New ABL boosts liquidity, yet aggressive pricing, full-asset collateral and step-up covenants raise credit-profile caution.

The amended revolver materially extends maturity to 2030 and increases gross availability, a credit positive versus the prior shorter-tenor facilities. Refinancing risk is therefore deferred five years. Nonetheless, pricing is steep (SOFR floor + up to 500 bp; base rate floor 7% + up to 400 bp), indicating lenders’ perception of heightened risk. The requirement to sweep 100% of certain net cash proceeds and agent-set reserves could restrict incremental borrowing headroom, especially during cyclical downturns. Minimum liquidity of $70 million post sale-leaseback and monthly EBITDA thresholds provide early warning triggers but may also push the company toward expensive equity or asset sales if integration delays occur. From a credit standpoint, leverage is poised to rise once the facility is drawn and the fab ramps, and the all-asset lien limits unencumbered collateral. Risk is balanced by the sizable borrowing base and covenant cure rights.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LOCKHART H EUGENE

(Last) (First) (Middle)

C/O HURON CONSULTING GROUP

550 WEST VAN BUREN STREET

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Huron Consulting Group Inc. [ HURN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		S		1,040(1)	D	$136.74	8,162	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported sale of 1,040 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 9, 2024.

Remarks:

	/s/ Hope Katz, Attorney-in-fact for H. Eugene Lockhart	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did SkyWater Technology (SKYT) acquire on June 30, 2025?

SKYT purchased all membership interests in Spansion Fab 25, LLC, which holds Infineon’s 200 mm Austin, TX fabrication plant.

How much did SkyWater pay for the Spansion Fab 25 acquisition?

The cash purchase price was approximately $93 million—$73 million base plus an estimated $20 million working-capital payment.

What are the key terms of SkyWater’s new $350 million credit facility?

The revolver matures on June 30, 2030, is secured by substantially all assets, and accrues interest at SOFR +4%-5% (2.5% floor) or base +3%-4%.

Did the amendment change the overall acquisition consideration?

Yes. Although the closing payment rose by $18 million, a $25 million deferred payment was cancelled, reducing total consideration by $7 million.

When will SKYT file the required financial statements for the acquired fab?

Historical and pro-forma financial statements are due in an amendment no later than September 16, 2025.