SkyWater (SKYT) OKs $579K retention award for CEO as IonQ merger advances

Rhea-AI Filing Summary

SkyWater Technology, Inc. approved a cash retention program for key employees tied to its planned merger with IonQ. The Compensation Committee authorized awards for named executive officers: Thomas Sonderman $579,145, John Sakamoto $347,975, and Steve Manko $337,840. Each award vests in three equal installments: one-third upon the closing of the mergers, one-third on the six-month anniversary of closing, and one-third on the 12-month anniversary of closing, assuming that such named executive officer’s employment continues through the applicable vesting date. The filing also notes the ongoing proxy/prospectus process: IonQ and SkyWater have filed a Registration Statement on Form S-4 relating to the proposed transaction.

Insights

Compensation Governance Expert

Retention awards align executive pay with transaction closing and short-term retention.

The Compensation Committee approved cash awards of $579,145, $347,975, and $337,840 for the three named executives. Payouts vest in three equal tranches tied to the merger closing and subsequent six- and 12-month anniversaries, assuming that such named executive officer’s employment continues through the applicable vesting date.

This structure is payment-for-retention around a corporate transaction; actual cash outflows depend on the mergers closing and continued employment. Future filings may show exact payment timing and any tax-withholding mechanics.

Corporate Transactions Expert

Payments are conditioned on the closing of the mergers described in the agreement with IonQ.

The awards specifically reference the mergers with subsidiaries of IonQ, Inc. under the Agreement and Plan of Merger dated January 25, 2026. The Form 8-K reiterates that a Registration Statement on Form S-4 has been filed and that a definitive proxy/prospectus will follow after effectiveness.

Transaction completion is the gating event for vesting; cash-flow timing and whether the company or another party pays the awards are not specified in the excerpt.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2026

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40345		37-1839853
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2401 East 86th Street Bloomington, Minnesota		55425
(Address of principal executive offices)		(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule  14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule  13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 20, 2026, the Compensation Committee of the SkyWater Technology, Inc. (the “Company”) Board of Directors approved a retention program providing for cash retention awards to certain key employees. The cash retention awards to each of the Company’s named executive officers were as follows: Thomas Sonderman - $579,145; John Sakamoto - $347,975; and Steve Manko - $337,840. Each of the Company’s named executive officers will be eligible to receive the cash retention awards as follows, assuming that such named executive officer’s employment continues through the applicable vesting date: one-third upon the closing of the mergers of the Company with certain subsidiaries of IonQ, Inc. (the “Mergers”) pursuant to the Agreement and Plan of Merger, dated January 25, 2026, among SkyWater, IonQ, Iris Merger Subsidiary 1 Inc., a wholly owned subsidiary of IonQ, and Iris Merger Subsidiary 2 LLC, a wholly owned subsidiary of IonQ; one-third upon the six-month anniversary of the closing of the Mergers; and one-third upon the 12-month anniversary of the closing of the Mergers.

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. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of SkyWater. Each of IonQ and SkyWater may also file with or furnish to the SEC other relevant documents regarding the Transaction. This Current Report on Form 8-K 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 preliminary 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 preliminary 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.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

EXHIBIT INDEX

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

2

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 hereunto duly authorized.

				SkyWater Technology, Inc.
Date: March 25, 2026				/s/ Thomas J. Sonderman
				Name:		Thomas J. Sonderman
				Title:		Chief Executive Officer

FAQ

What retention awards did SkyWater (SKYT) approve for its named executive officers?

SkyWater approved cash awards of $579,145 to Thomas Sonderman, $347,975 to John Sakamoto, and $337,840 to Steve Manko. Awards vest in three equal installments tied to the merger closing and two subsequent anniversaries.

When do the SkyWater retention awards vest relative to the IonQ merger?

Awards vest in three equal tranches: one-third upon closing of the mergers, one-third at six months after closing, and one-third at 12 months after closing, subject to continued employment through each vesting date.

Is payment of the retention awards guaranteed regardless of the merger closing?

No. Vesting and therefore payment are conditioned on the closing of the mergers and the executives remaining employed through each vesting date, per the award terms stated in the filing.

Has SkyWater completed the proxy/prospectus process for the IonQ transaction?

SkyWater and IonQ filed a Registration Statement on Form S-4; the filing notes the definitive proxy/prospectus will be mailed after the Registration Statement is declared effective.

Where can shareholders find more information about the proposed IonQ–SkyWater transaction?

Documents are available free at the SEC website and at ir.skywatertechnology.com for SkyWater and investors.IonQ.com for IonQ; the preliminary proxy/prospectus includes participant and interest disclosures.