SkyWater COO logs equity conversion in IonQ deal

SkyWater Technology President and COO John Sakamoto reported issuer dispositions of SkyWater equity in connection with the consummation of a merger with IonQ.

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.

Insider Trade Summary

Disposition: 490,597 shares

Disposition 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 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (4)

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 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.
2. 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.
3. 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.
4. 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.

options to purchase shares financial

"Represents options to purchase shares of SkyWater common stock"

FAQ

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

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.

How many SkyWater common shares did John Sakamoto dispose of in the SKYT merger transaction?

He disposed of 53,399 shares of SkyWater common stock. Each share automatically converted into the right to receive $15 in cash plus 0.4883 shares of IonQ common stock, subject to cash in lieu of any fractional IonQ shares at the Effective Time.

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

Each outstanding SkyWater common share converted into the right to receive $15 in cash and 0.4883 shares of IonQ common stock. Holders also receive cash in lieu of any fractional IonQ shares, as provided in the Agreement and Plan of Merger.

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.

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

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Available on EDGAR 07/31/2026 - 10:50 AM Accepted by SEC EDGAR 07/31/2026 - 10:50 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

OMB Number:			3235-0287
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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^*

Sakamoto John

(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)

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

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		53,399	D	(1)	0	D
Common Stock(2)	07/31/2026		D		87,996	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
Options to Acquire Common Stock(3)	$6.01	07/31/2026		D			234,375	(4)	10/16/2033	Common Stock	234,375	(3)	0	D
Options to Acquire Common Stock(3)	$10.14	07/31/2026		D			58,908	(4)	02/15/2034	Common Stock	58,908	(3)	0	D
Options to Acquire Common Stock(3)	$10.03	07/31/2026		D			55,919	(4)	02/15/2035	Common Stock	55,919	(3)	0	D

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 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.

2. 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.

3. 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.

4. 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.

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)