SkyWater director Nancy Fares surrenders shares in merger

Nancy Fares, a director of SkyWater Technology, reported dispositions of SkyWater common stock in connection with its merger with IonQ.

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

Rhea-AI Filing Summary

Nancy Fares, a director of SkyWater Technology, reported dispositions of SkyWater common stock in connection with its merger with IonQ. She surrendered 43,501 common shares and 4,304 shares issued from vested restricted stock units. Each SkyWater share 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: 47,805 shares

Disposition 2 txns

Insider FARES NANCY

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1	43,501	--	--
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 shares disposed: 43,501 shares RSU-related shares disposed: 4,304 shares Cash merger consideration per share: $15 +1 more

4 metrics

Common shares disposed 43,501 shares Common stock surrendered in merger-related disposition reported by director

RSU-related shares disposed 4,304 shares Shares from vested restricted stock units surrendered at the Effective Time

Cash merger consideration per share $15 Cash received for each SkyWater common share at the Effective Time

Stock merger consideration per share 0.4883 shares IonQ common shares receivable for each SkyWater common share

Key Terms

Agreement and Plan of Merger, restricted stock units, Effective Time, fractional shares

4 terms

Agreement and Plan of Merger regulatory

"transactions under the Agreement and Plan of Merger with IonQ"

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.

Effective Time regulatory

"At the Effective Time, each share of SkyWater common stock 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.

fractional shares financial

"plus cash in lieu of any fractional shares"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

FAQ

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

What share dispositions did SkyWater (SKYT) director Nancy Fares report?

Nancy Fares reported two dispositions tied to the IonQ merger: 43,501 SkyWater common shares and 4,304 shares issued from vested restricted stock units. These shares converted into merger consideration of $15 cash plus 0.4883 IonQ share per SkyWater share.

How are SkyWater (SKYT) common shares treated under the IonQ merger terms?

Each SkyWater common share converted into the right to receive $15 in cash and 0.4883 shares of IonQ common stock, plus cash in lieu of fractional shares. This treatment applied at the merger’s Effective Time, subject to exceptions described in the Merger Agreement.

What happened to Nancy Fares’ restricted stock units at SkyWater (SKYT)?

Restricted stock units held by non-employee directors, including Nancy Fares, automatically became fully vested before the merger’s Effective Time and settled in SkyWater common shares. Those shares then converted into $15 cash plus 0.4883 IonQ share per SkyWater share at closing.

Was Nancy Fares’ SkyWater (SKYT) transaction under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox was not marked as affirmative, and the footnotes describe merger-related consideration, not a pre-arranged trading plan. The reported dispositions reflect automatic conversion of equity in the IonQ transaction rather than scheduled plan trades.

Did Nancy Fares sell SkyWater (SKYT) shares on the open market?

No. The transactions are coded as dispositions to the issuer and described as part of the IonQ merger. Her SkyWater shares and RSU-derived shares were automatically converted into cash and IonQ stock under the Merger Agreement, rather than sold in open-market trades.

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

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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
Estimated average burden
hours per response:			0.5

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^*

FARES NANCY

(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		43,501	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).
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* Form 4: SEC 1474 (03-26)