SkyWater Technology insider exits stake after IonQ merger
SkyWater Technology, Inc. director and 10% owner Loren A. Unterseher, through various trusts and LLCs, reported multiple dispositions of SkyWater common stock on July 31, 2026 in connection with a merger with IonQ.
Rhea-AI Filing Summary
SkyWater Technology, Inc. director and 10% owner Loren A. Unterseher, through various trusts and LLCs, reported multiple dispositions of SkyWater common stock on July 31, 2026 in connection with a merger with IonQ. At the effective time, each SkyWater share converted into the right to receive $15 in cash plus 0.4883 IonQ common shares and cash for fractional shares. The disclosure states that, after the first merger step, Unterseher no longer beneficially owns any SkyWater common stock, directly or indirectly. It also records bona fide gifts of 160,321 shares between related trusts on July 28, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
320,642 shares gifted
Gift
14 txns
Insider
Unterseher Loren A, CMI Oxbow Partners, LLC, Oxbow Industries, LLC
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1 | 1,069,543 | -- | -- |
| Disposition | Common Stock F1 | 812,139 | -- | -- |
| Disposition | Common Stock F1, F2 | 23,713 | -- | -- |
| Disposition | Common Stock F1, F3 | 3 | -- | -- |
| Disposition | Common Stock F1, F4 | 4,487,394 | -- | -- |
| Disposition | Common Stock F5, F2 | 4,304 | -- | -- |
| Disposition | Common Stock F1 | 531,283 | -- | -- |
| Disposition | Common Stock F1 | 2 | -- | -- |
| Disposition | Common Stock F1 | 687,811 | -- | -- |
| Disposition | Common Stock F1 | 687,811 | -- | -- |
| Disposition | Common Stock F1 | 687,812 | -- | -- |
| Disposition | Common Stock F1 | 687,812 | -- | -- |
| Gift | Common Stock | 160,321 | $0.00 | $0.00 |
| Gift | Common Stock | 160,321 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Indirect, By 2024 grantor retained annuity trust);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By family irrevocable trust);
Common Stock — 0 shares (Indirect, By revocable trust);
Common Stock — 0 shares (Indirect, By trust for benefit of daughter);
Common Stock — 0 shares (Indirect, By trust for benefit of son)
Footnotes (5)
- 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. Owned directly by Mr. Unterseher.
- F3. Shares held directly by Oxbow Industries, LLC ("Oxbow").
- F4. Mr. Unterseher is President of CMI Oxbow Partners, LLC ("CMI") and Managing Partner of Oxbow, which is the majority member of CMI. CMI directly holds the shares of SkyWater common stock reported in Column 5. As a result, he may be deemed to be the beneficial owner of, and to have a pecuniary interest in, such shares of SkyWater common stock. Mr. Unterseher disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- F5. 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
Merger consideration per SkyWater share: $15 cash + 0.4883 IonQ share
Shares disposed by 2024 grantor retained annuity trust: 1,069,543 shares
Shares disposed by CMI Oxbow Partners, LLC: 4,487,394 shares
+3 more
6 metrics
Merger consideration per SkyWater share
$15 cash + 0.4883 IonQ share
Consideration for each SkyWater common share at the Effective Time of the First Merger
Shares disposed by 2024 grantor retained annuity trust
1,069,543 shares
SkyWater common stock disposed on 2026-07-31 pursuant to merger transactions
Shares disposed by CMI Oxbow Partners, LLC
4,487,394 shares
SkyWater common stock held indirectly and reported as disposed of on 2026-07-31
Shares disposed by family irrevocable trust
531,283 shares
Indirectly held SkyWater common stock with 0 shares remaining after reported disposition
Shares per bona fide gift transfer
160,321 shares
SkyWater shares moved between a 2024 grantor retained annuity trust and a revocable trust on 2026-07-28
Total gift shares reported
320,642 shares
Aggregate SkyWater shares involved in bona fide gift transactions on 2026-07-28
Key Terms
Agreement and Plan of Merger, grantor retained annuity trust, restricted stock units, bona fide gift, +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.
grantor retained annuity trust financial
"nature_of_ownership": "By 2024 grantor retained annuity trust""
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
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.
bona fide gift financial
"transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
pecuniary interest financial
"disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does SkyWater Technology (SKYT) insider Loren Unterseher report in this Form 4?
He reports multiple dispositions of SkyWater common stock by himself and affiliated trusts and LLCs on July 31, 2026, executed under a merger with IonQ. Each share converted into $15 cash plus 0.4883 IonQ shares, and he states he no longer beneficially owns SkyWater stock.
Do Loren Unterseher and affiliates retain any SkyWater (SKYT) common stock after the merger?
No. The remarks state that, as a result of the first merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of SkyWater common stock. All such shares were converted into the specified cash-and-stock merger consideration.
Were the SKYT insider transactions reported under a Rule 10b5-1 trading plan?
No. The Rule 10b5-1 checkbox is not marked as true, and the footnotes do not describe any pre-arranged trading plan. The transactions are instead tied to the Agreement and Plan of Merger between SkyWater, IonQ, and related merger subsidiaries.
AI-generated analysis. How Rhea-AI works. Not financial advice.
