IonQ to buy SkyWater (NASDAQ: SKYT) in $1.8B quantum chip move

Rhea-AI Filing Summary

IonQ, a quantum-computing company, plans to acquire chip maker SkyWater Technology in a cash-and-stock deal valued at roughly $1.8 billion. SkyWater shareholders are expected to receive $35 per share, made up of $15 in cash and $20 in IonQ stock, with the stock portion subject to a collar to limit changes in deal value if IonQ’s share price moves. The price represents an increase over SkyWater’s recent closing price of $31.32. IonQ says the combination will create a “vertically integrated quantum platform business,” pairing its trapped-ion quantum-computing hardware and software with SkyWater’s U.S.-based semiconductor foundry. SkyWater is expected to remain a neutral foundry and operate as a wholly owned subsidiary, led by its current CEO, reporting to IonQ’s CEO. The transaction is subject to stockholder and regulatory approvals and other customary closing conditions.

Positive

• Transformative strategic acquisition: IonQ plans to acquire SkyWater for roughly $1.8 billion, aiming to create a vertically integrated quantum-computing and semiconductor platform that could broaden products and customers for both companies.

Negative

• None.

Insights

Equity and M&A analyst

IonQ moves to buy SkyWater for about $1.8 billion in a cash-and-stock deal, creating a vertically integrated quantum and semiconductor platform.

The planned acquisition values SkyWater at $35 per share, or roughly $1.8 billion, compared with its prior close of $31.32. Consideration is split between $15 in cash and $20 in IonQ stock per SkyWater share, with a collar on the stock portion designed to limit swings in overall deal value if IonQ’s share price changes. This structure blends immediate cash for SkyWater investors with ongoing exposure to IonQ’s equity.

Strategically, IonQ describes the deal as creating a “vertically integrated quantum platform business,” combining its trapped-ion quantum hardware and software with SkyWater’s U.S.-based foundry that already serves quantum, defense and aerospace customers. SkyWater is expected to remain a neutral foundry and operate as a wholly owned subsidiary under its existing name, led by its current CEO reporting to IonQ’s CEO, which may help preserve existing customer relationships while adding access to IonQ’s products.

The transaction is not yet closed and remains subject to SkyWater stockholder approval, regulatory clearances and other customary conditions, and the companies highlight risks such as potential litigation, integration challenges, and possible adverse business reactions. IonQ and SkyWater also reference prior deal activity at IonQ, including a more than $1 billion agreement for Oxford Ionics and other acquisitions, underscoring an ongoing expansion strategy whose ultimate financial impact will depend on execution and successful integration after closing.

FILED BY IONQ, INC.

PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933

AND DEEMED FILED PURSUANT TO RULE 14a-12

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SUBJECT COMPANY: SKYWATER TECHNOLOGY, INC.

COMMISSION FILE NO. 001-40345

The following communication was published in The Wall Street Journal on January 26, 2026:

Quantum-Computing Company IonQ to Buy Chip Maker SkyWater for $1.8 Billion

IonQ works with U.S. government and has been on deal spree

The Wall Street Journal

By Lauren Thomas

January 26, 2026

Quantum-computing company IonQ struck a deal to buy chip maker SkyWater Technology for $35 a share, or roughly $1.8 billion, executives told The Wall Street Journal.

IonQ Chairman and Chief Executive Officer Niccolo de Masi said the deal builds on enthusiasm from the Trump administration for semiconductor manufacturing and quantum-computing technology in the U.S.

“The tailwinds here are considerable,” he said.

The details

SkyWater shareholders are set to receive $15 in cash and $20 in IonQ stock for each share of SkyWater stock, the executives said. The deal is to be announced later Monday.

It is the biggest deal yet for IonQ, which has a market value above $16 billion. SkyWater shares closed Friday at $31.32, giving the company a market value of about $1.5 billion.

IonQ’s quantum hardware and software aims to solve problems too difficult for traditional computers across a range of industries, assisting with drug discovery and national defense, for example. It specializes in what is called trapped-ion quantum computers that have proved to offer greater accuracy.

SkyWater is an exclusively U.S.-based semiconductor foundry, serving industries including quantum computing, defense and aerospace. It doesn’t make or sell its own branded chips.

The stock portion of the SkyWater deal is subject to a collar meant to prevent big changes in the overall deal price in the event of swings in IonQ’s share price, the executives said.

The context

IonQ’s de Masi said the deal would create a first-of-its-kind “vertically integrated quantum platform business,” allowing IonQ to speed up its manufacturing timelines and cut costs.

“This is our move to make sure we are the ‘Nvidia’ of quantum,” he said in an interview, referencing the chip giant. “And it’s not only accelerating our company, but accelerating the quantum industry for the good of our nation.”

IonQ went public through a merger with a special-purpose acquisition company in 2021. Its shares have surged thanks to investor appetite for quantum-computing stocks.

Tech companies from Microsoft to IBM and Alphabet have been pouring money into developing quantum computers that can process complex information.

The U.S. government has been giving priority to quantum investments, alongside artificial intelligence, as a matter of national security and in a race to stay ahead of China. The Commerce Department has started directing more funding toward these initiatives.

IonQ already does work with the U.S. government, including the Defense Department. In September, it launched a Federal division to focus efforts on the federal and defense sectors.

SkyWater is expected to operate as a wholly owned subsidiary under its existing name after the deal closes, remaining a neutral foundry.

SkyWater CEO Thomas Sonderman will lead the unit and report to de Masi. SkyWater will be able to offer IonQ’s products to its own customers, with the deal giving the company greater access to capital, executives said.

This marks the latest in a string of deals for IonQ. Last year, it signed a more than $1 billion deal for the U.K. startup Oxford Ionics. It also announced deals for Lightsynq Technologies and Capella Space.

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 intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of IonQ common stock (the “IonQ Shares”) to be issued in the Transaction and a proxy statement for SkyWater’s stockholders (the “Proxy Statement/Prospectus”), and SkyWater intends to file with the SEC the proxy statement. The definitive proxy statement (if and when available following the effectiveness of the Registration Statement) 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 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 WHEN THEY BECOME AVAILABLE, 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 WILL CONTAIN IMPORTANT INFORMATION REGARDING IONQ, SKYWATER, THE TRANSACTION AND RELATED MATTERS. 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, will be included in the Proxy Statement/Prospectus, which will be filed with the SEC. Information about SkyWater’s directors and executive officers is set forth in SkyWater’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 8, 2025, SkyWater’s Annual Report on Form 10-K for the year ended December 29, 2024

and any subsequent filings with the SEC. Information about certain of IonQ’s directors and executive officers is set forth in IonQ’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 28, 2025 and any subsequent filings 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 when it becomes available. 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, as amended, and otherwise in accordance with applicable law.

Note to Investors Regarding Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this document other than statements of historical fact are forward-looking statements. These forward-looking statements are based on IonQ’s and SkyWater’s current expectations, estimates and projections about the expected date of closing of the Transaction and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by IonQ and SkyWater, all of which are subject to change. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the Transaction or to make or take any filing or other action required to consummate the transactions in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of SkyWater’s and IonQ’s businesses and other conditions to the completion of the Transaction; (ii) failure to realize the anticipated benefits of the Transaction, including as a result of delay in completing the transactions or integrating the businesses of IonQ and SkyWater; (iii) IonQ’s and SkyWater’s ability to implement their business strategies; (iv) potential litigation relating to the Transaction that could be instituted against IonQ, SkyWater or their respective directors; (v) the risk that disruptions from the Transaction will harm IonQ’s or SkyWater’s businesses, including current plans and operations; (vi) the ability of IonQ or SkyWater to retain and hire key personnel; (vii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the Transaction; (viii) uncertainty as to the long-term value of IonQ Shares; (ix) legislative, regulatory and economic developments affecting IonQ’s and SkyWater’s businesses; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which IonQ and SkyWater operate; (xii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect IonQ’s or SkyWater’s financial performance; (xiii) restrictions during the pendency of the Transaction that may impact IonQ’s or SkyWater’s ability to pursue certain business opportunities or strategic transactions; (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as IonQ’s

and SkyWater’s response to any of the aforementioned factors; and (xv) failure to receive the SkyWater Stockholder Approval. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the Proxy Statement/Prospectus. While the list of factors presented here is, and the list of factors presented in the Proxy Statement/Prospectus will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on IonQ’s or SkyWater’s consolidated financial condition, results of operations or liquidity. Neither IonQ nor SkyWater assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

FAQ

What did IonQ announce regarding SkyWater Technology (SKYT)?

IonQ announced a deal to acquire SkyWater Technology in a cash-and-stock transaction valued at roughly $1.8 billion, creating what it calls a vertically integrated quantum platform business that combines IonQ’s quantum-computing technology with SkyWater’s U.S.-based semiconductor foundry.

What will SkyWater Technology (SKYT) shareholders receive in the IonQ deal?

Each SkyWater shareholder is expected to receive $35 per share, consisting of $15 in cash and $20 in IonQ stock. The stock portion is subject to a collar intended to limit changes in the overall deal value if IonQ’s share price moves.

How does the IonQ offer compare to SkyWater’s recent share price?

The deal values SkyWater at $35 per share, while SkyWater’s shares most recently closed at $31.32, implying a higher price than the latest market close based on the figures provided.

What will happen to SkyWater’s operations after the IonQ acquisition?

After closing, SkyWater is expected to operate as a wholly owned subsidiary under its existing name, remaining a neutral foundry. Its current CEO, Thomas Sonderman, will continue to lead the unit and report to IonQ’s Chairman and CEO, Niccolo de Masi.

What are the main conditions and risks associated with the IonQ–SkyWater transaction?

The transaction is subject to SkyWater stockholder approval, regulatory approvals, and other customary closing conditions. The companies highlight risks including failure to complete the deal on anticipated terms or timing, integration challenges, potential litigation, possible business disruptions, and uncertainty about the long-term value of IonQ shares.

Will there be SEC filings related to the IonQ and SkyWater merger?

Yes. IonQ plans to file a Registration Statement on Form S-4 with the SEC that will include a joint proxy statement/prospectus, and SkyWater will file a proxy statement for its stockholders. Investors are urged to read these documents when available, as they will contain important information about the transaction.