SkyWater Technology (NASDAQ: SKYT) to join IonQ in a planned merger

Rhea-AI Filing Summary

SkyWater Technology, Inc. has agreed to be acquired by IonQ, Inc. under an Agreement and Plan of Merger signed on January 25, 2026. A first-step merger will combine SkyWater with IonQ’s wholly owned subsidiary Iris Merger Subsidiary 1 Inc., after which SkyWater will become a wholly owned subsidiary of IonQ. Immediately afterward, SkyWater will merge into a second IonQ subsidiary, Iris Merger Subsidiary 2 LLC, which will remain as the surviving company under IonQ’s control.

IonQ plans to file a Registration Statement on Form S-4 with the SEC, including a prospectus for the IonQ common stock to be issued and a joint proxy statement/prospectus for SkyWater stockholders, who will receive detailed terms and voting materials. The report also highlights that completion of the transaction is subject to conditions such as required regulatory approvals and cautions that the deal may not close, outlining risks such as potential business disruption and stock price effects if the merger is not consummated.

Insights

M&A and corporate actions analyst

SkyWater agrees to a two-step merger to become a wholly owned IonQ subsidiary, with closing subject to approvals and detailed terms to come in an S-4.

The transaction structure uses two special-purpose IonQ subsidiaries. First, Iris Merger Subsidiary 1 Inc. will merge into SkyWater Technology, making SkyWater a wholly owned subsidiary of IonQ. Then SkyWater will merge into Iris Merger Subsidiary 2 LLC, which will be the surviving entity, fully owned by IonQ. This is a common structure designed to integrate SkyWater into IonQ while managing legal and organizational considerations.

The report states that IonQ will file a Form S-4 registration statement, including a prospectus for the IonQ shares to be issued and a proxy statement for SkyWater stockholders. This indicates SkyWater holders will be asked to vote based on detailed terms in the Proxy Statement/Prospectus, including any exchange of their shares for IonQ common stock. Completion depends on conditions such as required regulatory approvals and other closing conditions described broadly in the forward-looking statements section.

The forward-looking disclosures highlight several risks: the deal may not be completed, it could disrupt current plans or divert management attention, and business relationships, employee retention, and SkyWater’s stock price could be affected if the transaction is delayed or fails. The company also references its existing risk factors in prior 2024 and 2025 SEC reports, signaling that investors will need the forthcoming S-4 and proxy materials for a full picture of consideration and impacts.

SkyWater Technology, Inc false 0001819974 0001819974 2026-01-25 2026-01-25

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): January 25, 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 8.01 Other Events.

On January 25, 2026, SkyWater Technology, Inc., a Delaware corporation (the “Company” or “SkyWater”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IonQ, Inc., a Delaware corporation (“Parent” or “IonQ”), Iris Merger Subsidiary 1 Inc., a Delaware corporation and a wholly owned subsidiary of IonQ (“Merger Sub 1”), and Iris Merger Subsidiary 2 LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”). Pursuant to the Merger Agreement, Merger Sub 1 will be merged with and into the Company at the effective time (the “Effective Time”), with the Company surviving as a wholly owned subsidiary of Parent (the “First Merger”). Immediately after the Effective Time and after the First Merger, subject to the terms of the Merger Agreement, the Company will merge with and into Merger Sub 2, which will survive the merger as a wholly owned subsidiary of Parent.

On January 26, 2026, the Company issued a press release announcing the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this report. The information required to be reported on Form 8-K with respect to the Merger Agreement will be filed in a separate Current Report on Form 8-K.

Important Information and Where to Find It

In connection with the acquisition described in this Current Report on Form 8-K (the “Transaction”), 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/Prospectus included in the Registration Statement. The definitive Proxy Statement/Prospectus (if and when available) 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 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 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, 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. 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 Annual Meeting Proxy Statement, 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 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 of 1933, as amended, and otherwise in accordance with applicable law.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Transaction that are based on the Company’s current expectations or forecasts of future events, rather than past events and outcomes, and such statements are not guarantees of future performance. Forward-looking statements include all statements other than statements of historical fact contained in this Current Report on Form 8-K, including information or predictions concerning the Company’s future business, results of operations, financial performance, plans and objectives, competitive position, market trends, and potential growth and market opportunities. In some cases, you can identify forward-looking statements by words such as “intends,” “estimates,” “predicts,” “potential,” “continues,” “anticipates,” “plans,” “expects,” “believes,” “should,” “could,” “may,” “will,” “targets,” “projects,” “seeks” or the negative of these terms or other comparable terminology.

Forward-looking statements are subject to risks, uncertainties and assumptions, which may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Key factors that could cause the Company’s actual results to be different than expected or anticipated include, but are not limited to: the inability to consummate the Transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals or satisfy the other conditions to the consummation of the Transaction; the risk that the Transaction disrupts our current plans and operations or diverts management’s attention from its ongoing business; the effects of the Transaction on our business, operating results, and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom we do business; the risk that our stock price may decline significantly if the Transaction is not consummated; the nature, cost and outcome of any legal proceedings related to the Transaction; our goals and strategies; our future business development, financial condition and results of operations; our ability to continue operating our fabrication facilities at full capacity; our ability to appropriately respond to changing technologies on a timely and cost-effective basis; our customer relationships and our ability to retain and expand our customer relationships; our ability to accurately predict our future revenues for the purpose of appropriately budgeting and adjusting our expenses; our expectations regarding dependence on our largest customers; our ability to diversify our customer base and develop relationships in new markets, our ability to integrate the operations of our newly-acquired operations in Texas (“Fab 25”) with our existing operations and risks associated with operating the Fab 25 facility; the performance and reliability of our third-party suppliers and manufacturers; our ability to procure tools, materials, and chemicals; our ability to control costs, including our operating and capital expenses; the size and growth potential of the markets for our solutions, and our ability to serve and expand our presence in those markets; the level of demand in our customers’ end markets; our ability to attract, train and retain key qualified personnel; adverse litigation judgments, settlements or other litigation-related costs; changes in trade policies, including the

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imposition of or increase in tariffs; our ability to raise additional capital or financing; our ability to accurately forecast demand; changes in local, regional, national and international economic or political conditions, including those resulting from increases in inflation and interest rates, a recession, or intensified international hostilities; the level and timing of U.S. government program funding; our ability to maintain compliance with certain U.S. government contracting requirements; regulatory developments in the United States and foreign countries; our ability to protect our intellectual property rights; and other factors discussed in the “Risk Factors” section of the Annual Report on Form 10-K the Company filed with the SEC on March 14, 2025 and the Quarterly Reports on Form 10-Q the Company filed with the SEC on August 07, 2025, and November 12, 2025, and in other documents that the Company files with the SEC, which are available at http://www.sec.gov. The Company assumes no obligation to update any forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated January 26, 2026.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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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: January 26, 2026				/s/ Thomas J. Sonderman
				Name:		Thomas J. Sonderman
				Title:		Chief Executive Officer

FAQ

What major transaction did SkyWater Technology (SKYT) announce in this 8-K?

SkyWater Technology, Inc. announced that it entered into an Agreement and Plan of Merger with IonQ, Inc.. The structure involves a first merger where Iris Merger Subsidiary 1 Inc., an IonQ subsidiary, will merge with and into SkyWater, making SkyWater a wholly owned IonQ subsidiary, followed by a second merger where SkyWater will merge into Iris Merger Subsidiary 2 LLC, another IonQ subsidiary that will be the surviving entity.

Will SkyWater remain independent after the IonQ merger closes?

No. Under the described structure, after the first merger SkyWater will become a wholly owned subsidiary of IonQ. Immediately afterward, SkyWater will merge into IonQ’s Iris Merger Subsidiary 2 LLC, which will survive as a wholly owned IonQ subsidiary. This means SkyWater will no longer be an independent public company if the transaction is completed as outlined.

How will SkyWater (SKYT) stockholders get information and vote on the IonQ transaction?

IonQ intends to file a Registration Statement on Form S-4 with the SEC, which will include a prospectus for the IonQ common stock to be issued and a Proxy Statement/Prospectus for SkyWater stockholders. SkyWater will file this Proxy Statement/Prospectus with the SEC as well, and the definitive version, if and when available, will be mailed to SkyWater stockholders to provide detailed terms and solicit their proxy votes.

What risks and uncertainties around the IonQ–SkyWater merger does SkyWater highlight?

SkyWater notes that the transaction may not be consummated due to factors such as failure to obtain required regulatory approvals or satisfy closing conditions. It also warns that the deal could disrupt current plans and operations, affect results and relationships with customers, suppliers and employees, and that its stock price may decline significantly if the transaction is not completed. The company references broader risks in its prior Form 10-K and Form 10-Q filings.

Where can investors find official documents related to the IonQ–SkyWater merger?

Investors can obtain the Registration Statement, Proxy Statement/Prospectus and other related documents free of charge from the SEC’s website at www.sec.gov. IonQ’s SEC filings are also available on investors.IonQ.com, and SkyWater’s filings are available on ir.skywatertechnology.com, as noted in the disclosure.

Does this communication constitute an offer to sell securities related to the IonQ–SkyWater deal?

No. The communication explicitly states that it is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Any offer of securities will be made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 and in accordance with applicable law.