SkyWater director disposes shares in IonQ merger

SkyWater Technology, LLC director transaction: Tammy J Miller, a director, reported two issuer dispositions of SkyWater common equity in connection with the consummation of a merger governed by a January 25, 2026 Agreement and Plan of Merger with IonQ.

Rhea-AI Filing Summary

SkyWater Technology, LLC director transaction: Tammy J Miller, a director, reported two issuer dispositions of SkyWater common equity in connection with the consummation of a merger governed by a January 25, 2026 Agreement and Plan of Merger with IonQ.

One transaction covered 11,428 shares of SkyWater Technology, Inc. common stock; the other related to 4,304 shares underlying restricted stock units that became fully vested and settled in common stock before closing. At the Effective Time, each SkyWater share automatically converted into the right to receive $15 in cash and 0.4883 shares of IonQ common stock, plus cash in lieu of fractional shares.

Insider Trade Summary

Disposition: 15,732 shares

Disposition 2 txns

Insider Miller Tammy J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1	11,428	--	--
Disposition	Common Stock F2	4,304	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (2)

1. 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.
2. 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 stock disposed: 11,428 shares RSU-related shares disposed: 4,304 shares Cash consideration per SkyWater share: $15 +1 more

4 metrics

Common stock disposed 11,428 shares SkyWater common stock surrendered to issuer pursuant to merger terms

RSU-related shares disposed 4,304 shares Shares issued from vested restricted stock units and disposed at closing

Cash consideration per SkyWater share $15 Cash portion of merger consideration for each SkyWater common share at Effective Time

IonQ stock per SkyWater share 0.4883 shares Number of IonQ common shares received per SkyWater common share in merger

Key Terms

Agreement and Plan of Merger, Effective Time, restricted stock units, First Merger, +1 more

5 terms

Agreement and Plan of Merger regulatory

"transactions contemplated by the Agreement and Plan of Merger dated 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.

Effective Time regulatory

"At the Effective Time each SkyWater common share converted into cash and IonQ stock"

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.

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.

First Merger regulatory

"At the effective time of the First Merger each SkyWater share converted"

Second Merger regulatory

"including the merger of Iris Merger Subsidiary 1 with and into Surviving Company (the Second Merger)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Tammy J Miller report for SKYT on this Form 4?

Tammy J Miller reported two dispositions of SkyWater common equity back to the issuer, tied to completion of a merger with IonQ. The transactions involved 11,428 common shares and 4,304 shares delivered upon settlement of restricted stock units.

How many SkyWater common shares did Tammy J Miller dispose of in the merger involving SKYT?

She reported disposing of 11,428 shares of SkyWater common stock plus 4,304 shares issued from vested restricted stock units. Both were treated as issuer dispositions completed pursuant to the merger’s closing mechanics, rather than open-market sales.

What consideration did SKYT shareholders receive per share in the IonQ merger?

Each SkyWater share became entitled to $15 in cash plus 0.4883 shares of IonQ common stock, with additional cash paid instead of fractional IonQ shares. This exchange ratio applied automatically at the merger’s Effective Time.

How were Tammy J Miller’s restricted stock units in SKYT treated in the merger?

Her restricted stock units fully vested and settled into SkyWater shares immediately before the Effective Time. Those resulting shares then automatically converted into the same $15 cash plus 0.4883 IonQ share consideration per share as other SkyWater common stock.

Were Tammy J Miller’s SKYT transactions made under a Rule 10b5-1 trading plan?

The Form 4 indicates the trades were not made under a Rule 10b5-1 plan, as the checkbox affirming plan-based transactions is not marked. The dispositions instead arose from the merger’s automatic conversion terms.

What is the relationship between SkyWater Technology, LLC and the merger noted for SKYT?

Remarks explain that, in a second merger, SkyWater merged with and into SkyWater Technology, LLC, formerly Iris Merger Subsidiary 2 LLC. SkyWater Technology, LLC is described as the surviving company following this step in the transaction structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/31/2026 - 10:42 AM Accepted by SEC EDGAR 07/31/2026 - 10:41 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miller Tammy J

(Last) (First) (Middle)

2401 EAST 86TH STREET

(Street)

BLOOMINGTON MINNESOTA 55425

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SkyWater Technology, LLC [ SKYT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	07/31/2026		D		11,428	D	(1)	0	D
Common Stock(2)	07/31/2026		D		4,304	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

2. 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.

Remarks:

AS NOTED IN FOOTNOTE 1, IN THE SECOND MERGER, SKYWATER MERGED WITH AND INTO SKYWATER TECHNOLOGY, LLC (FORMERLY KNOWN AS IRIS MERGER SUBSIDIARY 2 LLC), WITH SKYWATER TECHNOLOGY, LLC SURVIVING THE MERGER.

	/s/ Christopher Hilberg, Attorney-in-Fact	07/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)