IonQ completes cash-and-stock deal for SkyWater Technology (NASDAQ: SKYT)

Rhea-AI Filing Summary

SkyWater Technology completed its previously announced merger with IonQ, Inc. on July 31, 2026. A two-step structure left the business operating as SkyWater Technology, LLC, a wholly-owned subsidiary of IonQ, with IonQ beneficially owning 100% of the surviving entity’s equity interests.

At the effective time, each outstanding share of SkyWater common stock (other than excluded and appraisal shares) was cancelled and converted into the right to receive $15.00 in cash plus 0.4883 shares of IonQ common stock, with cash paid in lieu of fractional IonQ shares. Former SkyWater stockholders ceased to have rights as stockholders other than the right to receive this merger consideration.

On closing, SkyWater repaid all amounts required to be paid to discharge its revolving credit facility and terminated that loan agreement, incurring no material early termination penalties. The company notified the Nasdaq Capital Market of the merger closing, requested delisting and deregistration of its common stock via Form 25, and intends to file Form 15 to terminate remaining registration and reporting obligations. The listed directors resigned at closing under the merger agreement, with no reported disagreements, and the corporate charter and bylaws were replaced with those of the merger subsidiaries.

8-K Event Classification

8 items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01

8 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Per share cash consideration: $15.00 per share Stock consideration ratio: 0.4883 IonQ shares per share Equity owned by IonQ after merger: 100% of equity interests +3 more

6 metrics

Per share cash consideration $15.00 per share Cash portion of merger consideration for each SkyWater common share

Stock consideration ratio 0.4883 IonQ shares per share Stock portion of merger consideration for each SkyWater common share

Equity owned by IonQ after merger 100% of equity interests Parent beneficially owns all equity interests of the surviving company

Closing Date July 31, 2026 Date the mergers contemplated by the Merger Agreement were completed

Merger Agreement date January 25, 2026 Date the Agreement and Plan of Merger among IonQ and SkyWater was signed

SkyWater common stock par value $0.01 per share Par value of SkyWater common stock before completion of the mergers

Key Terms

Agreement and Plan of Merger, Merger Consideration, Section 262 of the Delaware General Corporation Law, Form 25, +2 more

6 terms

Agreement and Plan of Merger regulatory

"the previously announced Agreement and Plan of Merger, dated as of January 25, 2026"

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.

Merger Consideration financial

"together with the Per Share Cash Consideration, the Merger Consideration"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Section 262 of the Delaware General Corporation Law regulatory

"pursuant to, and in compliance in all respects with, Section 262 of the Delaware General Corporation Law"

Form 25 regulatory

"requested that Nasdaq file a notification of removal from listing and registration on Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"intends to file with the SEC a certification and notice of termination of registration on Form 15"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

Nasdaq Capital Market market

"the Company notified the Nasdaq Capital Market ("Nasdaq") of the consummation of the Mergers"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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Available on EDGAR 07/31/2026 - 09:00 AM Accepted by SEC EDGAR 07/31/2026 - 09:00 AM Learn about SEC filing dates

FAQ

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

Each SkyWater share is entitled to $15.00 in cash plus 0.4883 shares of IonQ common stock, with cash in lieu of fractional IonQ shares. This package represents the full merger consideration for SkyWater common stock, except for excluded and properly perfected appraisal shares.

What happened to SkyWater Technology (SKYT) as a company after the merger with IonQ?

SkyWater became SkyWater Technology, LLC, a wholly-owned subsidiary of IonQ. Through a two-step merger, IonQ beneficially owns 100% of the equity interests of the surviving company, and former SkyWater stockholders now only hold rights to receive the merger consideration.

Will SkyWater Technology (SKYT) shares continue to trade on the Nasdaq Capital Market?

Trading in SkyWater common stock on Nasdaq was halted before the merger closing. The company notified Nasdaq, requested a Form 25 filing to delist and deregister the shares under Section 12(b), and intends to file Form 15 to terminate remaining registration and reporting obligations.

What happened to SkyWater Technology’s revolving credit facility in connection with the merger?

On the closing date, SkyWater repaid all amounts required to discharge its existing revolving credit facility and terminated the loan agreement. The company reports that it incurred no material early termination penalties when terminating this Amended and Restated Loan and Security Agreement.

Did the SkyWater Technology (SKYT) directors resign as part of the IonQ merger?

Yes. At the effective time, directors including Timothy E. Baxter, Edward M. Daly, Nancy Fares, and others resigned from the board. The company states these departures were not due to any disagreement over operations, policies, or practices.

Who controls SkyWater Technology after completion of the merger with IonQ?

After the mergers, the surviving entity, SkyWater Technology, LLC, is a wholly-owned subsidiary of IonQ. IonQ, described as the Parent, beneficially owns 100% of the equity interests of the surviving company, resulting in a change in control.

SkyWater Technology, Inc 0001819974 false --12-29 0001819974 2026-07-31 2026-07-31

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): July 31, 2026

SkyWater Technology, LLC*

(Exact name of registrant as specified in its charter)

Delaware		001-40345		85-2992192
(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. ☐

* In connection with the completion of the transactions to which this Current Report on Form 8-K relates, the Registrant merged with and into SkyWater Technology, LLC (formerly known as Iris Merger Subsidiary 2 LLC), with SkyWater Technology, LLC surviving the merger.

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of January 25, 2026 (the “Merger Agreement”), by and among SkyWater Technology, Inc., a Delaware corporation (the “Company” or “SkyWater”), IonQ, Inc., a Delaware corporation (“Parent” or “IonQ”), Iris Merger Subsidiary 1 Inc., a Delaware corporation and a wholly-owned subsidiary of IonQ (“Merger Subsidiary 1”), and Iris Merger Subsidiary 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary 2” and together with Merger Subsidiary 1, the “Merger Subsidiaries”).

On July 31, 2026 (the “Closing Date”), pursuant to the Merger Agreement, (i) Merger Subsidiary 1 merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “First Merger”), and (ii) immediately following the effective time of the First Merger (the “Effective Time”), the Company, as the surviving entity of the First Merger, merged with and into Merger Subsidiary 2 (the “Surviving Company”), which survived the merger as a wholly-owned subsidiary of Parent under the name SkyWater Technology, LLC (together with the First Merger, the “Mergers”).

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Effective as of the Closing Date, the Company repaid all amounts required to be paid to discharge the Company’s existing revolving credit facility under its Amended and Restated Loan and Security Agreement, dated as of June 30, 2025, as amended through the Closing Date, among the Company, the subsidiary borrowers named therein, Siena Lending Group LLC, as agent, and the lenders named therein (collectively, the “Loan Agreement”), and terminated the Loan Agreement. No material early termination penalties were incurred by the Company in connection with the termination of the Loan Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

In connection with the Mergers, at the Effective Time, each share of SkyWater common stock, par value $0.01 per share (the “Common Stock”), that was issued and outstanding immediately prior to the Effective Time of the First Merger (other than any shares of Common Stock (x) owned by Parent, the Merger Subsidiaries, the Company or any of their direct or indirect wholly-owned subsidiaries or (y) for which the holder was entitled to demand and properly demanded appraisal of such shares of Common Stock pursuant to, and in compliance in all respects with, Section 262 of the Delaware General Corporation Law (the “DGCL”)) automatically converted into the right to receive (i) $15.00 in cash (the “Per Share Cash Consideration”) and (ii) 0.4883 shares of the common stock of IonQ, par value $0.0001 per share (together with the Per Share Cash Consideration, the “Merger Consideration”), plus cash in lieu of any fractional shares to which such share of Common Stock was otherwise entitled.

Additionally:

• at the Effective Time, each outstanding option to purchase shares of Common Stock (each, a “SkyWater Option Award”) that was outstanding, whether vested or unvested, automatically converted into an option to purchase a number of shares of IonQ common stock determined by multiplying the number of shares of Common Stock subject to such SkyWater Option Award immediately prior to the Effective Time by 0.8546, and is otherwise subject to the same terms and conditions as applied immediately prior to the Effective Time;

• at the Effective Time, each award of restricted stock units relating to shares of Common Stock held by a service provider other than a non-employee member of SkyWater’s board of directors (each, a “SkyWater Employee RSU Award”) that was outstanding, whether vested or unvested, automatically converted into a restricted stock unit award corresponding to a number of shares of IonQ common stock determined by multiplying the number of shares of Common Stock subject to such SkyWater Employee RSU Award immediately prior to the Effective Time by 0.8546, and is otherwise subject to the same terms and conditions (including any existing accelerated vesting provisions) as applied immediately prior to the Effective Time, with any related accrued but unpaid dividend equivalent rights carrying over and remaining payable in accordance with such preexisting terms; and

• prior to the Effective Time, each award of restricted stock units relating to shares of Common Stock held by a non-employee member of SkyWater’s board of directors (each, a “SkyWater Director RSU Award”) that was outstanding, whether vested or unvested, automatically became fully vested and settled prior to the Effective Time, and any shares of Common Stock issued thereunder were treated in the same manner as all other shares of Common Stock at the Effective Time.

1

The description in this Current Report on Form 8-K of the Mergers and the Merger Agreement, and the other transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 26, 2026, which is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company notified the Nasdaq Capital Market (“Nasdaq”) of the consummation of the Mergers and requested that Nasdaq file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Common Stock from Nasdaq and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following effectiveness of the Form 25, the Company intends to file with the SEC a certification and notice of termination of registration on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under Section 12(g) of the Exchange Act and that the reporting obligations of the Company with respect to the Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended. Trading of the Common Stock on Nasdaq was halted prior to the opening of trading on the Closing Date.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

At the Effective Time, each holder of shares of Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company, other than the right to receive the Merger Consideration as set forth in the Merger Agreement.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the Mergers, Parent acquired control of the Company. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than excluded shares and shares for which appraisal was properly demanded, as described in Item 2.01 above) was cancelled and converted into the right to receive the Merger Consideration. Following the consummation of the Mergers, the Surviving Company is a wholly-owned subsidiary of Parent, and Parent beneficially owns 100% of the equity interests of the Surviving Company.

As a result of the consummation of the Mergers, a change in control of the Company occurred because the Company merged with and into the Surviving Company, which is a wholly-owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

Pursuant to the terms of the Merger Agreement, effective at the Effective Time, each of Timothy E. Baxter, Edward M. Daly, Nancy Fares, Dennis J. Goetz, Joseph J. Humke, Andrew D. C. LaFrence, Tammy J. Miller and Loren A. Unterseher resigned as directors of the Company. These departures were not a result of any disagreement between the Company and any of the departing directors on any matter relating to the Company’s operations, policies or practices.

2

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, (i) the Company’s Certificate of Incorporation as in effect immediately prior to the Effective Time was amended and restated in its entirety to be the certificate of incorporation of Merger Subsidiary 1 as in effect immediately prior to the Effective Time (with all references to Merger Subsidiary 1 therein automatically deemed to refer to the Company) and (ii) the Company’s Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be the bylaws of Merger Subsidiary 1 as in effect immediately prior to the Effective Time (with all references to Merger Subsidiary 1 therein automatically deemed to refer to the Company).

Thereafter, at the Second Effective Time, the certificate of formation and the limited liability company agreement of Merger Subsidiary 2, each as in effect immediately prior to the Second Effective Time, became the certificate of formation and the limited liability company agreement of the Surviving Company.

Copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and the Surviving Company’s Certificate of Formation and Limited Liability Company Agreement are filed as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of January 25, 2026, among IonQ, Inc., Iris Merger Subsidiary 1 Inc., Iris Merger Subsidiary 2 LLC and SkyWater Technology, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of SkyWater Technology, Inc. filed on January 26, 2026).
3.1		Amended and Restated Certificate of Incorporation of SkyWater Technology, Inc.
3.2		Amended and Restated Bylaws of SkyWater Technology, Inc.
3.3		Certificate of Formation of SkyWater Technology, LLC (f/k/a Iris Merger Subsidiary 2 LLC), as amended.
3.4		Limited Liability Company Agreement of SkyWater Technology, LLC (f/k/a Iris Merger Subsidiary 2 LLC), as amended.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

3

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, LLC
By:		/s/ Thomas J. Sonderman
Name:		Thomas J. Sonderman
Title:		Chief Executive Officer

Dated: July 31, 2026

4

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-3.1 EX-3.1 8.1 KB
• EX-3.2 EX-3.2 72.3 KB
• EX-3.3 EX-3.3 1.5 KB
• EX-3.4 EX-3.4 36.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB