SkyWater Technology (SKYT) director’s stock converted into IonQ cash-and-share deal
Rhea-AI Filing Summary
SkyWater Technology director Dennis J. Goetz reported dispositions of 23,713 shares of SkyWater common stock and 4,304 RSU-related shares pursuant to a merger agreement among SkyWater, IonQ and affiliates. At the Effective Time, each SkyWater share converted into the right to receive $15 in cash plus 0.4883 IonQ common shares, with cash paid in lieu of fractional shares, reflecting issuer-related merger consideration rather than open‑market sales.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 28,017 shares
Net Sell
2 txns
Insider
Goetz Dennis J
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1 | 23,713 | -- | -- |
| Disposition | Common Stock F2 | 4,304 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- 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.
- 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: 23,713 shares
RSU-related shares disposed: 4,304 shares
Cash merger consideration per share: $15
+1 more
4 metrics
Common shares disposed
23,713 shares
SkyWater common stock surrendered as a disposition to issuer in merger
RSU-related shares disposed
4,304 shares
Shares from vested restricted stock units converted and disposed at Effective Time
Cash merger consideration per share
$15
Cash portion each SkyWater common share was entitled to receive at Effective Time
Stock merger consideration per share
0.4883 shares
IonQ common shares issuable for each SkyWater share, plus cash for fractional shares
Key Terms
Agreement and Plan of Merger, restricted stock units, Effective Time, cash in lieu of any fractional shares
4 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.
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 of the First Merger (the "Effective Time"), each share..."
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 insider transaction did SkyWater Technology (SKYT) director Dennis J. Goetz report?
Dennis J. Goetz reported disposing of 23,713 SkyWater common shares and 4,304 RSU-related shares. These dispositions occurred in connection with the consummation of a merger agreement among SkyWater, IonQ and related entities, where the shares were converted into merger consideration.
What happened to Dennis J. Goetz’s SkyWater (SKYT) restricted stock units in the merger?
Restricted stock units held by non-employee directors, including Dennis J. Goetz, automatically became fully vested and settled in SkyWater common shares before the Effective Time. Those shares then converted into $15 cash plus 0.4883 IonQ shares per share at the merger Effective Time.
Were Dennis J. Goetz’s SkyWater (SKYT) dispositions part of a Rule 10b5-1 trading plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not marked, so these dispositions were not affirmed as occurring under a Rule 10b5-1 trading plan. They instead reflect automatic conversion of shares under the merger agreement terms.