SkyWater (SKYT) Board backs IonQ merger; proxy mailed for March 31 filing

Rhea-AI Filing Summary

SkyWater Technology, Inc. is soliciting stockholder votes to approve a proposed acquisition by IonQ, Inc. The Board unanimously recommends a FOR vote on the Merger Agreement. The Registration Statement on Form S-4 was declared effective on March 31, 2026 and the definitive proxy statement/prospectus was mailed that same date. Stockholders are urged to vote by internet or telephone; proxy assistance is available via the listed proxy solicitor.

Insights

M&A Counsel

Proxy solicitation and registration milestones are complete; vote remains the key near-term event.

The Registration Statement on Form S-4 was declared effective on March 31, 2026, and the definitive proxy/prospectus was mailed the same day, satisfying SEC documentary prerequisites for a shareholder vote. The Board's unanimous recommendation to vote FOR the Merger Agreement is disclosed.

Outcomes now depend on stockholder voting; timing and closing mechanics are not specified in this excerpt. Subsequent proxy vote tallies and any regulatory clearances referenced in later filings will determine the transaction's completion status.

Corporate Governance Analyst

Board endorsement and active solicitation aim to maximize shareholder approval.

The communication emphasizes that failure to vote will be treated equivalently to a vote against the Merger Agreement and provides voting channels and a proxy solicitor phone number to facilitate participation. It notes that directors and officers of both parties are identified as participants in the solicitation.

Watch for the definitive proxy vote results filed after the Special Meeting and any Form 4 updates reflecting changes in reported holdings.

Key Figures

Registration declared effective: March 31, 2026 Communication date: April 21, 2026 Commission File No.: 001-40345 +2 more

5 metrics

Registration declared effective March 31, 2026 Form S-4 declared effective

Communication date April 21, 2026 date on solicitation letter

Commission File No. 001-40345 filing identifier

Proxy solicitor phone (U.S./Canada) (888) 750-5835 Innisfree M&A Incorporated contact

Proxy solicitor phone (other countries) +1 (412) 232-3651 Innisfree M&A Incorporated contact

Key Terms

Registration Statement on Form S-4, definitive proxy statement/prospectus, participants in the solicitation

3 terms

Registration Statement on Form S-4 regulatory

"The Registration Statement on Form S-4 (the “Registration Statement”)"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

definitive proxy statement/prospectus regulatory

"the definitive proxy statement/prospectus was mailed to stockholders"

The definitive proxy statement/prospectus is the final, official document filed with regulators that gives shareholders or potential investors the complete, legally required information about a corporate action—such as votes on governance issues or the sale of securities. Think of it as the final recipe or instruction manual that lays out the terms, financial details, risks and voting or investment choices; investors use it to make informed decisions because it contains the authoritative facts the company must disclose.

participants in the solicitation other

"IonQ, SkyWater and certain of their respective directors and executive officers may be deemed to be participants in the solicitation"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

Filed by SkyWater Technology, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Act of 1934

Subject Company: SkyWater Technology, Inc.

Commission File No.: 001-40345

Date: April 21, 2026

April 21, 2026

The important Special Meeting of SkyWater Technology, Inc. Stockholders is fast

approaching—please take a moment of your time to vote your shares TODAY!

Dear Fellow Stockholder:

According to our latest records, we have not yet received your vote for the upcoming Special Meeting at which we seek your approval of the proposed acquisition by IonQ. Your Board of Directors unanimously recommends that you vote FOR the Merger Agreement proposal and related proposal.

Remember, because not voting will have the same effect as voting against the Merger Agreement proposal, your vote is extremely important. To ensure that your shares are represented, we encourage you to take a moment of your time to vote by Internet or by telephone—TODAY. If you received this letter by email, you may simply click on the “VOTE NOW” link provided in the email.

On behalf of SkyWater Technology, thank you for your support.

Sincerely,

Christopher Hilberg

Secretary

YOUR VOTE IS IMPORTANT—PLEASE VOTE TODAY!

You can vote your shares online or by phone; please just follow

the easy instructions on the enclosed proxy card.

(If you received this letter by email, you may simply click on the

“VOTE NOW” link provided in the email.)

If you have any questions or need assistance in voting

your shares, please call our proxy solicitor:

INNISFREE M&A INCORPORATED

(888) 750-5835 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

*  *   *  *

Required Disclosures

Important Information and Where to Find It

In connection with the proposed transaction (the “Transaction”) between IonQ, Inc. (“IonQ”) and SkyWater Technology, Inc. (“SkyWater”), IonQ has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which included a preliminary prospectus with respect to the shares of IonQ common stock (the “IonQ Shares”) to be issued in the Transaction and a preliminary proxy statement for SkyWater’s stockholders. The Registration Statement was declared effective on March 31, 2026, and the definitive proxy statement/prospectus was mailed to stockholders of SkyWater on the same date. This communication is not a substitute for the Registration Statement, the proxy statement/prospectus or any other document that IonQ or SkyWater may file with the SEC or mail to SkyWater’s stockholders in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF IONQ AND SKYWATER ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING IONQ, SKYWATER, THE TRANSACTION AND RELATED MATTERS. The documents filed by IonQ and SkyWater with the SEC may be obtained free of charge through the website maintained by the SEC at www.sec.gov. The documents filed by IonQ with the SEC also may be obtained free of charge at IonQ’s website at investors.IonQ.com. The documents filed by SkyWater with the SEC also may be obtained free of charge at SkyWater’s website at ir.skywatertechnology.com.

Participants in the Solicitation

IonQ, SkyWater and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of SkyWater in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of IonQ and SkyWater and other persons who may be deemed to be participants in the solicitation of stockholders of SkyWater in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included in the definitive proxy statement/prospectus, which has been filed with the SEC. To the extent that holdings of SkyWater’s securities by the directors and executive officers of SkyWater have changed from the amounts set forth in the definitive proxy statement/prospectus, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the Transaction may be obtained by reading the proxy statement/prospectus regarding the Transaction. Free copies of these documents may be obtained as described above.

FAQ

What is SkyWater (SKYT) asking shareholders to vote on?

SkyWater requests shareholder approval to accept a proposed acquisition by IonQ. The Board unanimously recommends a FOR vote on the Merger Agreement, as stated in the mailed proxy/prescription materials.

Has the SEC registration for the transaction been completed?

Yes. The Registration Statement on Form S-4 was declared effective on March 31, 2026, and the definitive proxy statement/prospectus was mailed to stockholders that same date.

How can SkyWater stockholders vote on the merger?

Stockholders can vote online or by telephone using instructions on the enclosed proxy card. Assistance is available from proxy solicitor Innisfree M&A Incorporated at (888) 750-5835 or +1 (412) 232-3651.

Where can I read the full merger disclosure for SKYT and IonQ?

Free copies of the Registration Statement and proxy/prospectus are available on the SEC website at www.sec.gov, IonQ's investor site at investors.IonQ.com, and SkyWater's investor site at ir.skywatertechnology.com.

Who is participating in the proxy solicitation for the transaction?

IonQ, SkyWater, and certain of their directors and executive officers may be participants in the solicitation. Their interests and holdings are described in the definitive proxy statement/prospectus.