SkyWater Technology (SKYT) COO details SkyWater-to-IonQ equity conversion
Rhea-AI Filing Summary
SkyWater Technology President and COO John Sakamoto reported issuer dispositions of SkyWater equity in connection with the consummation of a merger with IonQ. 53,399 SkyWater common shares converted into the right to receive $15 in cash plus 0.4883 IonQ common share per SkyWater share.
Additionally, 87,996 restricted stock units and option awards for 234,375, 58,908 and 55,919 SkyWater shares at exercise prices of $6.01, $10.14 and $10.03, respectively, were converted into IonQ-based equity awards using the Merger Agreement’s Equity Award Exchange Ratio and retaining their prior terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 141,395 shares
Net Sell
5 txns
Insider
Sakamoto John
Role
President and COO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options to Acquire Common Stock F3, F4 | 234,375 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 58,908 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 55,919 | -- | -- |
| Disposition | Common Stock F1 | 53,399 | -- | -- |
| Disposition | Common Stock F2 | 87,996 | -- | -- |
Holdings After Transaction:
Options to Acquire Common Stock — 0 shares (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
Disposed SkyWater common shares: 53399 shares
Merger consideration per SkyWater share: $15 cash and 0.4883 IonQ share
Restricted stock units converted: 87996 RSUs
+3 more
6 metrics
Disposed SkyWater common shares
53399 shares
Common stock converted at the Effective Time into cash and IonQ stock
Merger consideration per SkyWater share
$15 cash and 0.4883 IonQ share
Consideration for each SkyWater common share outstanding immediately before the Effective Time
Restricted stock units converted
87996 RSUs
SkyWater RSU awards converted into IonQ RSUs using the Equity Award Exchange Ratio
Options converted at $6.01
234375 options at $6.01
SkyWater stock options converted into IonQ options with adjusted exercise price
Options converted at $10.14
58908 options at $10.14
Additional SkyWater stock options converted into IonQ options
Options converted at $10.03
55919 options at $10.03
Further SkyWater stock options converted into IonQ options
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"
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")"
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 did SkyWater Technology (SKYT) President John Sakamoto report on this Form 4?
John Sakamoto reported issuer dispositions of SkyWater equity tied to the consummation of a merger with IonQ. His SkyWater common shares, restricted stock units and stock options were converted into rights and awards based on IonQ common stock under the Merger Agreement.
What happened to John Sakamoto’s restricted stock units in SkyWater Technology (SKYT)?
He reported disposition of 87,996 restricted stock units tied to SkyWater common stock. At the Effective Time, each such award automatically became a restricted stock unit award over IonQ common stock, using an Equity Award Exchange Ratio and keeping the same vesting and other terms.
How were John Sakamoto’s SkyWater stock options treated in the merger with IonQ?
Options for 234,375, 58,908 and 55,919 SkyWater shares with exercise prices of $6.01, $10.14 and $10.03 automatically converted into options over IonQ common stock. The number of IonQ shares and adjusted exercise prices follow a defined Equity Award Exchange Ratio formula.
Were John Sakamoto’s SKYT Form 4 transactions under a Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox was not marked as applicable. The reported dispositions result from the automatic conversion mechanics in the Merger Agreement with IonQ, rather than open-market trades under a pre-arranged trading plan.