[10-Q/A] SkyWater Technology, Inc Amended Quarterly Earnings Report

Rhea-AI Filing Summary

SkyWater Technology, Inc. (SKYT) amended its quarterly report to disclose insider trading arrangements. As of May 5, 2025, there were 48,037,024 shares outstanding. On March 14, 2025 the CEO, Thomas Sonderman, adopted a Rule 10b5-1 plan to sell up to 14,958 shares that terminates when those shares are sold or on June 15, 2026. On the same date the CFO, Steve Manko, adopted a Rule 10b5-1 plan to sell up to 449,146 shares that terminates when those shares are sold or on July 9, 2027. The filing affirms electronic submission compliance and states the company is not a shell company.

Positive

• Clear disclosure of Rule 10b5-1 trading arrangements by CEO and CFO
• Specific share counts and expiration dates increase transparency for investors
• Filing confirms electronic submission compliance and that the company is not a shell company

Negative

• CFO's plan allows sale of 449,146 shares which could increase supply during the plan period
• Filing lacks financial performance data, so material impact of these sales on valuation cannot be assessed from this document alone

Insights

Corporate Governance Expert

TL;DR: Routine insider 10b5-1 plans disclosed; shows management compliance and planned orderly sales.

The disclosure documents adoption of Rule 10b5-1 trading plans by the CEO and CFO, which is a standard governance practice to provide an affirmative defense to insider trading claims. The plans specify maximum share quantities and explicit termination dates, improving market transparency about potential insider supply. The filing also confirms electronic filing compliance and that the company is not a shell, supporting normal reporting status.

Securities Analyst

TL;DR: Insider sale programs are disclosed but appear routine and not immediately dilutive to shareholders.

The CEO's plan covers 14,958 shares and the CFO's plan covers 449,146 shares against a share base of 48,037,024, representing under 1% aggregate of outstanding shares. The arrangements set explicit expiration dates, which helps investors anticipate potential selling windows; however, the filing contains no earnings, revenue, or other financial performance data to assess broader impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q/A

(Amendment No. 1)

______________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 30, 2025

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-40345

______________________

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware			37-1839853
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2401 East 86th Street, Bloomington, Minnesota 55425

(Address of registrant’s principal executive offices and zip code)

Registrant’s telephone number, including area code: (952) 851-5200

______________________

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, par value $0.01 per share

SKYT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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

x

Non-accelerated filer

¨

Smaller reporting company

x

Emerging growth company

x

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 17(a)(2)(B) of the Securities Act.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

On May 5, 2025, the number of shares of common stock, $0.01 par value, outstanding was 48,037,024.

EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q (this “Amendment”) of SkyWater Technology, Inc. (the “Company” or “we”) amends the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2025, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 8, 2025 (the “Original Q1 Form 10-Q”). We are filing this Amendment to revise Part II “Item 5. Other Information” of the Original Q1 Form 10-Q to add a Rule 10b5-1 trading arrangement entered into by each of Thomas Sonderman, the Company’s Chief Executive Officer, and Steve Manko, the Company’s Chief Financial Officer, which were inadvertently omitted from the disclosure included in the Original Q1 Form 10-Q.

In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as Exhibits 31.1 and 31.2 to this Amendment, respectively, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. In addition, because no financial statements have been included in this Amendment, we are not filing new, currently dated certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002).

Except as specifically noted above, this Amendment does not modify or update disclosures in the Original Q1 Form 10-Q. This Amendment does not reflect events occurring after the filing of the Original Q1 Form 10-Q or modify or update any related or other disclosures, other than those discussed herein. Accordingly, this Amendment should be read in conjunction with the Original Q1 Form 10-Q and the Company’s other filings with the SEC subsequent to the filing of the Original Q1 Form 10-Q.

PART II. OTHER INFORMATION

Item 5. Other Information

(c) During the three-month period ended March 30, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as described below.

On March 14, 2025, Thomas Sonderman, the Company’s Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for the sale of up to 14,958 shares of the Company’s common stock pursuant to the terms of the trading arrangement. The term of Mr. Sonderman’s Rule 10b5-1 trading arrangement expires upon the earlier of the date all such shares have been sold pursuant to the trading arrangement and June 15, 2026.

On March 14, 2025, Steve Manko, the Company’s Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for the sale of up to 449,146 shares of the Company’s common stock pursuant to the terms of the trading arrangement. The term of Mr. Manko’s Rule 10b5-1 trading arrangement expires upon the earlier of the date all such shares have been sold pursuant to the trading arrangement and July 9, 2027.

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Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit Number						Description
2.1#						Membership Interest Purchase Agreement, dated as of February 25, 2025, between SkyWater Technology, Inc. and Spansion LLC
3.1						Certificate of Incorporation of SkyWater Technology, Inc. (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on April 12, 2021)
3.2						Bylaws of SkyWater Technology, Inc. (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on April 12, 2021)
10.1#+						SkyWater Technology, Inc. Non-Employee Director Compensation Policy
31.1						Certification of the Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section  302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section  302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2*						Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

__________________

#    Previously filed with the Original Q1 Form 10-Q.

+    Indicates a management contract or any compensatory plan, contract or arrangement.

*    Previously furnished with the Original Q1 Form 10-Q. The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			SkyWater Technology, Inc.
Date: September 22, 2025			By:			/s/ Thomas Sonderman
			Thomas Sonderman Chief Executive Officer (Principal Executive Officer)
			By:			/s/ Steve Manko
			Steve Manko Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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FAQ

What did the SKYT 10-Q/A disclose about insider trading plans?

The filing discloses that CEO Thomas Sonderman adopted a Rule 10b5-1 plan to sell up to 14,958 shares and CFO Steve Manko adopted a plan to sell up to 449,146 shares.

How many SkyWater (SKYT) shares were outstanding as reported?

The filing reports 48,037,024 shares of common stock outstanding as of May 5, 2025.

When do the 10b5-1 plans expire for SKYT insiders?

The CEO's plan expires upon sale completion or on June 15, 2026; the CFO's plan expires upon sale completion or on July 9, 2027.

Do these disclosures indicate any change in company reporting status?

No; the filing confirms the company submitted required interactive data files and states it is not a shell company.

Are there any earnings or transaction details in this 10-Q/A?

No; this excerpt contains only disclosure of insider trading plans and administrative filing confirmations without earnings or transaction data.