SkyWater (NASDAQ: SKYT) stockholders back IonQ merger deal

Rhea-AI Filing Summary

SkyWater Technology, Inc. stockholders approved its planned merger with IonQ, Inc. at a special meeting held on May 8, 2026. The meeting was conducted virtually and reached a quorum, with 33,080,837 shares of common stock present or represented by proxy, about 67% of shares outstanding as of the March 26, 2026 record date.

On the main proposal to adopt the Agreement and Plan of Merger, 32,583,970 shares were voted for, 404,827 against and 92,040 abstained. A separate proposal related to potential adjournment received 30,997,996 shares for, 1,935,079 against and 147,762 abstentions, but adjournment was not needed because sufficient votes were already obtained.

Insights

M&A and corporate governance analyst

SkyWater holders approved the IonQ merger with strong support and high turnout.

The special meeting shows clear stockholder backing for SkyWater’s combination with IonQ, Inc.. About 67% of outstanding shares were represented, and votes on the merger proposal were overwhelmingly in favor, with 32,583,970 shares for versus 404,827 against.

The approval removes a key closing condition tied to SkyWater’s stockholders. Remaining completion steps will depend on the Merger Agreement terms and any required third-party or regulatory clearances referenced there, which are not detailed here.

The adjournment proposal also received majority support but was ultimately unnecessary because the merger proposal already had sufficient votes and a quorum was present. Future company communications and filings are expected to describe the actual merger closing and subsequent integration progress.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 49,156,853 shares Shares represented at meeting: 33,080,837 shares Merger proposal votes for: 32,583,970 shares +5 more

8 metrics

Shares outstanding 49,156,853 shares Common stock outstanding and entitled to vote as of March 26, 2026 record date

Shares represented at meeting 33,080,837 shares Shares present in person or by proxy at the May 8, 2026 special meeting, about 67% of outstanding

Merger proposal votes for 32,583,970 shares Shares voted for Proposal 1 to adopt the Merger Agreement

Merger proposal votes against 404,827 shares Shares voted against Proposal 1 to adopt the Merger Agreement

Merger proposal abstentions 92,040 shares Shares abstaining on Proposal 1 to adopt the Merger Agreement

Adjournment proposal votes for 30,997,996 shares Shares voted for Proposal 2 regarding potential adjournment of the special meeting

Adjournment proposal votes against 1,935,079 shares Shares voted against Proposal 2 regarding potential adjournment

Adjournment proposal abstentions 147,762 shares Shares abstaining on Proposal 2 regarding potential adjournment

Key Terms

Agreement and Plan of Merger, Special Meeting of Stockholders, Emerging growth company, quorum, +2 more

6 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Special Meeting of Stockholders financial

"The Company held a Special Meeting of Stockholders at 9:00 a.m., Central Time, on May 8, 2026"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

Emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

quorum financial

"constituted a quorum to conduct business at the Special Meeting"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Shares Voted For | | Shares Voted Against | | Abstentions | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

wholly-owned subsidiary financial

"with the Company surviving as a wholly-owned subsidiary of IonQ"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

Understanding 8-K Material Events →

SkyWater Technology, Inc false 0001819974 0001819974 2026-05-08 2026-05-08

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): May 8, 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 5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed, on January 25, 2026, SkyWater Technology, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IonQ, Inc., a Delaware corporation (“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 IonQ (“Merger Sub 2”). Pursuant to the Merger Agreement, (i) Merger Sub 1 will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of IonQ (the “First Merger”) and (ii) immediately following the effective time of the First Merger, the Company, as the surviving entity of the First Merger, will merge with and into Merger Sub 2, which will survive the merger as a wholly-owned subsidiary of IonQ (together with the First Merger, the “Mergers”).

The Company held a Special Meeting of Stockholders at 9:00 a.m., Central Time, on May 8, 2026 (the “Special Meeting”) virtually via live webcast. At the Special Meeting, the Company’s stockholders voted on two proposals as set forth below, with the Board of Directors of the Company recommending a vote “FOR” each of the proposals, each of which was described in detail in the Company’s definitive proxy statement, dated March 31, 2026, as filed with the Securities and Exchange Commission (the “Proxy Statement”). The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below (proposal numbers correspond to the proposal numbers used in the Proxy Statement).

As of the close of business on the record date for the Special Meeting, which was March 26, 2026, there were 49,156,853 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 33,080,837 shares of Common Stock, representing approximately 67% of the shares of Common Stock outstanding as of the record date for the Special Meeting, were represented in person or by proxy and entitled to vote at the Special Meeting, and constituted a quorum to conduct business at the Special Meeting.

1. Proposal 1: The approval of a proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Mergers.

This proposal was approved as set forth below:

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
32,583,970		404,827		92,040		—

2. Proposal 2: The approval of a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve Proposal 1.

This proposal was approved as set forth below:

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
30,997,996		1,935,079		147,762		—

Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve Proposal 1.

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: May 8, 2026				/s/ Thomas J. Sonderman
				Name:		Thomas J. Sonderman
				Title:		Chief Executive Officer

FAQ

What did SkyWater Technology (SKYT) stockholders approve regarding the IonQ merger?

SkyWater Technology stockholders approved the Agreement and Plan of Merger with IonQ. The main merger proposal received 32,583,970 votes for, 404,827 against and 92,040 abstentions, clearing a key condition for SkyWater to become a wholly owned subsidiary of IonQ after the planned multi-step merger structure.

How many SkyWater (SKYT) shares were eligible and represented at the special meeting?

49,156,853 SkyWater common shares were eligible to vote, and 33,080,837 were represented. That represented about 67% of outstanding shares as of the March 26, 2026 record date, satisfying quorum requirements for the virtual special meeting to conduct official business and vote on the merger proposals.

What were the voting results for SkyWater’s primary merger proposal with IonQ?

The primary merger proposal passed with a large majority. Stockholders cast 32,583,970 shares in favor, 404,827 shares against and 92,040 abstentions. This strong approval supports the plan for SkyWater to merge into IonQ’s subsidiaries and ultimately become a wholly owned subsidiary of IonQ.

What was the second proposal voted on at SkyWater’s May 8, 2026 special meeting?

The second proposal related to the possible adjournment of the special meeting. It received 30,997,996 votes for, 1,935,079 against and 147,762 abstentions. Although it passed, adjournment was deemed unnecessary because a quorum existed and the merger proposal already had sufficient support.

How is SkyWater expected to be structured after completing the IonQ merger?

SkyWater is expected to become a wholly owned subsidiary of IonQ through two mergers. First, Iris Merger Subsidiary 1 Inc. will merge with SkyWater. Immediately afterward, the surviving entity will merge into Iris Merger Subsidiary 2 LLC, which will remain as a wholly owned subsidiary of IonQ.

Why was a special meeting necessary for SkyWater Technology (SKYT)?

The special meeting was required to obtain stockholder approval for the IonQ merger agreement. Under corporate and securities rules, major transactions like the Agreement and Plan of Merger need stockholder consent. The May 8, 2026 meeting provided the formal vote and established a valid quorum.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB