SkyWater Technology CFO reports merger-related disposals
SkyWater Technology CFO Steve Manko reported issuer dispositions of SkyWater equity tied to its merger with IonQ.
Rhea-AI Filing Summary
SkyWater Technology CFO Steve Manko reported issuer dispositions of SkyWater equity tied to its merger with IonQ. On July 31, 2026, 40,284 shares of SkyWater common stock were converted into the right to receive $15 in cash plus 0.4883 IonQ shares per share under the merger terms. In addition, 56,283 restricted stock units and stock options over 10,696, 19,416 and 27,646 underlying shares of SkyWater common stock were converted into corresponding IonQ equity awards based on an Equity Award Exchange Ratio, preserving their prior vesting and other conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 154,325 shares
Disposition
5 txns
Insider
Manko Steve
Role
CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options to Acquire Common Stock F3, F4 | 10,696 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 19,416 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 27,646 | -- | -- |
| Disposition | Common Stock F1 | 40,284 | -- | -- |
| Disposition | Common Stock F2 | 56,283 | -- | -- |
Holdings After Transaction:
Options to Acquire Common Stock — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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 SkyWater (the "First Merger"), immediately followed by the merger of SkyWater 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, at the Effective Time, each award of restricted stock units relating to shares of SkyWater common stock held by a service provider other than a non-employee member of SkyWater's board of directors 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 based on the Equity Award Exchange Ratio (as defined in the Merger Agreement), 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.
- F3. Represents options to purchase shares of SkyWater common stock. Pursuant to the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of SkyWater common stock that was outstanding, whether vested or unvested, automatically converted into an option to purchase a number of shares of IonQ common stock based on the Equity Award Exchange Ratio (as defined in the Merger Agreement), at an adjusted exercise price (as determined in accordance with the formula in the Merger Agreement), and is otherwise subject to the same terms and conditions as applied immediately prior to the Effective Time.
- F4. Prior to the Effective Time, the options were scheduled to vest ratably on each of the first, second, third and fourth anniversaries of the grant date contingent on the reporting person's continuation in service on each applicable vesting date.
Key Figures
Common shares converted: 40,284 shares
Restricted stock units converted: 56,283 RSUs
Option underlying shares 1: 10,696 shares
+4 more
7 metrics
Common shares converted
40,284 shares
SkyWater common stock converted at the merger Effective Time
Restricted stock units converted
56,283 RSUs
SkyWater RSU awards converted into IonQ RSUs at Effective Time
Option underlying shares 1
10,696 shares
Options to acquire SkyWater common stock, exercise price $11.7700
Option underlying shares 2
19,416 shares
Options to acquire SkyWater common stock, exercise price $10.1400
Option underlying shares 3
27,646 shares
Options to acquire SkyWater common stock, exercise price $10.0300
Cash merger consideration
$15 per share
Cash paid for each SkyWater common share at Effective Time
Stock merger consideration
0.4883 IonQ shares per share
IonQ common stock issued for each SkyWater share
Key Terms
Agreement and Plan of Merger, restricted stock units, Equity Award Exchange Ratio, Effective Time, +1 more
5 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.
Equity Award Exchange Ratio financial
"converted into a restricted stock unit award ... based on the Equity Award Exchange Ratio"
Effective Time regulatory
"At the effective time of the First Merger (the "Effective Time"), each share ... automatically converted"
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.
issuer disposition financial
"transaction_action": "issuer disposition","transaction_code_description": "Disposition to issuer""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did SkyWater Technology (SKYT) CFO Steve Manko report in this Form 4?
CFO Steve Manko reported issuer dispositions of SkyWater equity tied to its merger with IonQ. His SkyWater common shares, restricted stock units, and stock options were converted into cash and IonQ equity awards under the Agreement and Plan of Merger.
How were SkyWater (SKYT) restricted stock units held by the CFO treated in the merger?
56,283 restricted stock units relating to SkyWater common stock were converted into IonQ restricted stock units. The new IonQ awards are based on an Equity Award Exchange Ratio and keep the same terms, including any existing accelerated vesting provisions and dividend equivalents.
What happened to the SkyWater (SKYT) stock options reported by the CFO?
Options to purchase SkyWater common stock over 10,696, 19,416 and 27,646 shares converted into IonQ stock options. The new options reflect an Equity Award Exchange Ratio and adjusted exercise prices but otherwise maintain the same terms and conditions as before.
Were the SKYT CFO’s reported transactions under a Rule 10b5-1 trading plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not marked, so these dispositions are not identified as occurring under a 10b5-1 trading plan. They are characterized instead as issuer-related transactions pursuant to the merger agreement with IonQ.
What corporate event drove the SKYT CFO’s equity dispositions?
All reported transactions stem from the Agreement and Plan of Merger among SkyWater, IonQ and merger subsidiaries. SkyWater first merged with Iris Merger Subsidiary 1 and then into SkyWater Technology, LLC, triggering automatic conversion of shares and awards at the Effective Time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
