SkyWater (SKYT) urges shareholders to approve IonQ merger at May 8 meeting

Rhea-AI Filing Summary

SkyWater Technology, Inc. is soliciting stockholder votes in favor of its proposed merger with IonQ and urges holders to submit proxies for the May 8 Special Meeting. The definitive proxy statement/prospectus was mailed and the Form S-4 registration statement was declared effective on March 31, 2026.

The notice stresses electronic voting options and provides proxy solicitor contact information; it reminds stockholders that voting is important and that company directors and officers are listed as participants in the solicitation.

Insights

Corporate Governance Advisor

Board recommends stockholder approval and emphasizes timely voting ahead of the May 8 Special Meeting.

The Board's unanimous recommendation for the Merger Agreement is a standard governance step to secure required shareholder approval. Directors and executive officers are disclosed as participants in the solicitation, consistent with SEC proxy rules.

Stockholders should confirm receipt of the mailed proxy materials and follow the described electronic voting methods; timing is important given the May 8 meeting date.

M&A Counsel

The communication reiterates proxy delivery and the effective Form S-4 supporting the transaction record.

The Form S-4 was declared effective on March 31, 2026, and a definitive proxy statement/prospectus was mailed the same day, satisfying key SEC disclosure steps for a business combination.

Further material details, including interests of directors and officers, are available in the definitive proxy statement/prospectus and subsequent Forms 4 if holdings change.

Key Figures

Special Meeting date: May 8, 2026 Form S-4 effective date: March 31, 2026 Solicitation contact (toll-free): (888) 750-5835 +2 more

5 metrics

Special Meeting date May 8, 2026 Special Meeting of SkyWater stockholders

Form S-4 effective date March 31, 2026 Registration Statement on Form S-4 declared effective

Solicitation contact (toll-free) (888) 750-5835 Innisfree M&A Incorporated proxy solicitor number

Commission File No. 001-40345 SkyWater Technology, Inc. Commission File Number

Mailing date of proxy statement March 31, 2026 Definitive proxy statement/prospectus mailed to stockholders

Key Terms

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

4 terms

Registration Statement on Form S-4 regulatory

"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"

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.

proxy solicitor other

"please call our proxy solicitor INNISFREE M&A INCORPORATED"

A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.

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 28, 2026

April 28, 2026

THE IMPORTANT SPECIAL MEETING IS JUST DAYS AWAY!

Dear Fellow Stockholder:

According to our latest records, we have not yet received your vote for the May 8th Special Meeting of SkyWater Technology, Inc. Stockholders in connection with the proposed mergers with IonQ. Your Board of Directors unanimously recommends that you vote FOR the Merger Agreement proposal and related proposal.

We urge you to cast your vote TODAY. Remember, not voting will have the same effect as voting against the Merger Proposal, so your vote is important no matter how many shares you own.

To ensure that we receive your vote in time, we encourage you to vote electronically--by telephone or via the Internet. If you received this letter by email, you may simply click on the “VOTE NOW” link provided in the email.

We appreciate your attention to this matter.

Sincerely,

Christopher Hilberg

Secretary

TIME IS SHORT, AND YOUR VOTE IS IMPORTANT!

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 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 asks shareholders to vote FOR the Merger Agreement with IonQ at the Special Meeting. The meeting is scheduled for May 8, and the company mailed the definitive proxy statement/prospectus on March 31, 2026.

How can SKYT stockholders cast their vote for the May 8 special meeting?

Stockholders can vote electronically by telephone or via the Internet using instructions on the proxy card. The notice also provides proxy solicitor contact numbers for assistance and a "VOTE NOW" link for email recipients.

Where can I find the registration statement and proxy materials for SKYT?

The Form S-4 registration statement and definitive proxy statement/prospectus are available free on www.sec.gov, SkyWater's investor site ir.skywatertechnology.com, and IonQ's investor site investors.IonQ.com.

Who is soliciting proxies for the SKYT merger with IonQ?

SkyWater, IonQ, and certain of their directors and executive officers are identified as participants in the solicitation. Details about their interests are included in the definitive proxy statement/prospectus filed with the SEC.

When was the Form S-4 for the SkyWater–IonQ transaction declared effective?

The Form S-4 registration statement was declared effective on March 31, 2026, and the definitive proxy statement/prospectus was mailed to stockholders the same date, per the disclosure in the solicitation letter.