SkyWater (NYSE: SKYT) Board Unanimously Recommends Vote FOR IonQ Merger

Rhea-AI Filing Summary

SkyWater Technology, Inc. is soliciting stockholder votes for a Special Meeting on May 8, 2026 to approve its proposed merger with IonQ, Inc. The Board unanimously recommends a vote FOR the Merger Agreement. The Registration Statement on Form S-4 was declared effective on March 31, 2026.

The mailing of the definitive proxy statement/prospectus to stockholders and related disclosures are available at the SEC website and each company’s investor site. Stockholders are urged to vote promptly; failing to vote will have the same effect as a vote against the merger.

Positive

• Board unanimously recommends that stockholders vote FOR the Merger Agreement
• Registration Statement on Form S-4 declared effective on March 31, 2026, and definitive proxy/prospectus mailed to stockholders

Negative

• None.

Insights

M&A Strategist

Merger vote is material; Board recommends approval and the S-4 is effective.

The filing confirms the transaction has reached the proxy stage with a definitive proxy statement/prospectus mailed to stockholders and the Registration Statement declared effective on March 31, 2026. That status makes the May 8, 2026 stockholder vote the immediate gating milestone for closing.

Key dependencies include the actual stockholder vote outcome and any regulatory or closing conditions described in the merger documents; subsequent filings will disclose closing details and any changes in insider holdings.

Corporate Governance Analyst

Board unanimity and active solicitation increase likelihood of shareholder approval but do not guarantee closing.

The letter emphasizes that failing to vote counts as a vote against the Merger Agreement and provides voting channels and a proxy solicitor phone line, indicating an active outreach program ahead of the May 8, 2026 meeting. The definitive proxy/prospectus contains participant disclosures and provides where to obtain materials.

Watch for Form 4 filings noting changes in holdings and any supplemental proxy disclosures or amendments between now and the meeting date.

Key Figures

Special Meeting Date: May 8, 2026 Registration Statement Effective Date: March 31, 2026 Proxy Solicitor Phone (US/Canada): (888) 750-5835

3 metrics

Special Meeting Date May 8, 2026 SkyWater stockholder Special Meeting to vote on merger

Registration Statement Effective Date March 31, 2026 Form S-4 declared effective

Proxy Solicitor Phone (US/Canada) (888) 750-5835 INNISFREE M&A INCORPORATED contact for voting assistance

Key Terms

Registration Statement on Form S-4, definitive proxy statement/prospectus, solicitation of proxies

3 terms

Registration Statement on Form S-4 regulatory

"the Registration Statement on Form S-4 (the “Registration Statement”), which included a preliminary"

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 of SkyWater on the same date"

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.

solicitation of proxies regulatory

"participants in the solicitation of proxies from the stockholders of SkyWater in connection"

Solicitation of proxies is the process by which a company or a shareholder asks other shareholders to authorize their votes on corporate matters by signing or submitting a proxy form. Think of it like asking friends to sign a permission slip on your behalf so a decision can be made without everyone attending; it matters to investors because proxy campaigns determine control of the board, approval of major deals or policies, and can signal contested management battles that affect share value and strategy.

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 14, 2026

April 14, 2026

Dear Fellow Stockholder:

We have previously sent you proxy material for the important Special Meeting of SkyWater Technology, Inc. Stockholders taking place on May 8, 2026, in connection with the proposed merger with IonQ, Inc. Your Board of Directors unanimously recommends that you vote FOR the Merger Agreement proposal and related proposal.

Please note that failing to vote will have the same effect as a vote against the Merger Agreement proposal; therefore, your vote is very important, regardless of the number of shares you own. If you have not already done so, please vote TODAY via the Internet, telephone, or by signing, dating, and returning the enclosed proxy card in the envelope provided. 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 via the Internet or by phone.

Please 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 vote is SkyWater (SKYT) asking stockholders to cast?

SkyWater asks stockholders to vote FOR the Merger Agreement with IonQ at the Special Meeting on May 8, 2026. The Board unanimously recommends a FOR vote and encourages prompt voting via internet, phone, or proxy card.

When was the Registration Statement for the SkyWater–IonQ merger declared effective?

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

Where can I read the proxy statement and S-4 for SKYT?

Free copies are available on the SEC website at www.sec.gov, SkyWater’s investor site at ir.skywatertechnology.com, and IonQ’s investor site at investors.IonQ.com.

What happens if I do not vote my SkyWater (SKYT) shares?

The letter states that failing to vote will have the same effect as a vote against the Merger Agreement, so shareholders are urged to vote promptly by internet, phone, or returning the signed proxy card.

Who is soliciting proxies for the SkyWater merger vote?

IonQ, SkyWater and certain of their directors and executive officers may be participants in the proxy solicitation, and a proxy solicitor, INNISFREE M&A INCORPORATED, is available for voting assistance.