Humke's SkyWater shares cashed out in IonQ merger (SKYT)
Rhea-AI Filing Summary
Director Joseph J. Humke reported dispositions to the issuer of 23,713 shares of SkyWater Technology, Inc. common stock and 4,304 shares issued upon settlement of restricted stock units in connection with SkyWater’s merger transactions with IonQ, Inc.
Under the January 25, 2026 Merger Agreement, each SkyWater share outstanding at the Effective Time automatically converted into the right to receive $15 in cash plus 0.4883 shares of IonQ common stock, with cash paid in lieu of fractional shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 28,017 shares
Net Sell
2 txns
Insider
Humke Joseph J
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1 | 23,713 | -- | -- |
| Disposition | Common Stock F2 | 4,304 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. Represents shares of common stock of SkyWater Technology, Inc. ("SkyWater") disposed of pursuant to the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 25, 2026, by and among SkyWater, IonQ, Inc. ("IonQ"), Merger Subsidiary 1 Inc. ("Merger Subsidiary 1"), and Iris merger Subsidiary 2 LLC (now known as SkyWater Technology, LLC) ("Surviving Company"), including the merger of Iris Merger Subsidiary 1 with and into Surviving Company (the "Second Merger"). At the effective time of the First Merger (the "Effective Time"), each share of SkyWater common stock outstanding immediately prior to the Effective Time (subject to certain exceptions described in the Merger Agreement) automatically converted into the right to receive $15 in cash and 0.4883 shares of common stock of IonQ plus cash in lieu of any fractional shares.
- F2. Represents restricted stock units relating to shares of SkyWater common stock. Pursuant to the Merger Agreement, prior to the Effective Time, each award of restricted stock units relating to shares of SkyWater common stock held by a non-employee member of SkyWater's board of directors that was outstanding, whether vested or unvested, automatically became fully vested and settled in shares of SkyWater common stock. At the Effective Time, each share of SkyWater common stock automatically converted into the right to receive $15 in cash and 0.4883 shares of common stock of IonQ plus cash in lieu of any fractional shares.
Key Figures
Common shares disposed: 23,713 shares
RSU-related shares disposed: 4,304 shares
Cash consideration per share: $15 per share
+2 more
5 metrics
Common shares disposed
23,713 shares
Shares of SkyWater common stock converted at the merger Effective Time
RSU-related shares disposed
4,304 shares
Shares from vested restricted stock units converted at the merger Effective Time
Cash consideration per share
$15 per share
Cash paid for each share of SkyWater common stock outstanding at the Effective Time
IonQ stock consideration
0.4883 shares per share
IonQ common stock received for each share of SkyWater common stock
Merger Agreement date
January 25, 2026
Date of the Agreement and Plan of Merger among SkyWater, IonQ and merger subsidiaries
Key Terms
Agreement and Plan of Merger, restricted stock units, Effective Time, cash in lieu of any fractional shares
4 terms
Agreement and Plan of Merger regulatory
"transactions contemplated by the 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.
restricted stock units financial
"Represents restricted stock units relating to shares of SkyWater common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Effective Time regulatory
"At the effective time of the First Merger (the "Effective Time"), each share of SkyWater"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did SkyWater (SKYT) director Joseph J. Humke report?
Joseph J. Humke reported two dispositions to the issuer on SkyWater common stock: 23,713 shares of common stock and 4,304 shares issued from vested restricted stock units, all converted as part of the merger consideration in the IonQ transaction.
How were Joseph J. Humke’s restricted stock units treated in the SkyWater–IonQ merger?
Humke’s restricted stock units became fully vested and settled into shares of SkyWater common stock before the Effective Time. Those shares then automatically converted into the same mix of $15 cash and 0.4883 IonQ shares per share as other SkyWater common stock.
When was the Merger Agreement between SkyWater and IonQ executed?
The Agreement and Plan of Merger among SkyWater, IonQ, Merger Subsidiary 1 Inc., and Iris Merger Subsidiary 2 LLC was dated January 25, 2026, and governed the conversion of SkyWater shares into cash and IonQ stock at the Effective Time.
Was Joseph J. Humke’s SkyWater Form 4 filed under a Rule 10b5-1 trading plan?
The Rule 10b5-1 checkbox was not marked, and the footnotes describe the share dispositions as automatic conversions at the merger’s Effective Time, rather than trades executed under a pre-arranged 10b5-1 trading plan.
What corporate structure change occurred to SkyWater in the merger with IonQ?
In a second merger step, SkyWater merged with and into SkyWater Technology, LLC (formerly Iris Merger Subsidiary 2 LLC), with SkyWater Technology, LLC surviving as the surviving company following completion of the merger transactions.