SkyWater director’s shares converted in IonQ merger

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.

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.

Insider Trade Summary

Disposition: 28,017 shares

Disposition 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)

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: 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.

cash in lieu of any fractional shares financial

"0.4883 shares of common stock of IonQ plus cash in lieu of any fractional shares."

FAQ

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

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.

How were SkyWater Technology (SKYT) shares treated in the IonQ merger?

Each share of SkyWater common stock 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 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.

What transaction code was used for Dennis J. Goetz’s SkyWater (SKYT) share dispositions?

Both transactions are reported with code D, described as a “Disposition to issuer.” This indicates the SkyWater shares were surrendered or converted back to the issuer as part of the merger structure, rather than sold in open-market transactions.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/31/2026 - 10:44 AM Accepted by SEC EDGAR 07/31/2026 - 10:43 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
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^*

Goetz Dennis 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		23,713	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)