IonQ deal: SkyWater (SKYT) director reports cash-and-stock share conversion

Rhea-AI Filing Summary

SkyWater Technology, LLC director LaFrence Andrew D.C. reported two dispositions of equity in connection with a merger involving IonQ. On July 31, 2026, he disposed of 11,428 shares of SkyWater Technology, Inc. common stock and 4,304 RSU-derived shares to the issuer pursuant to the Agreement and Plan of Merger. Under that agreement, each SkyWater common share outstanding at the Effective Time automatically converted into the right to receive $15 in cash and 0.4883 shares of IonQ common stock, plus cash in lieu of any fractional shares.

Insider Trade Summary

Net Seller: 15,732 shares

Net Sell 2 txns

Insider LaFrence Andrew D.C.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1	11,428	--	--
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: 11,428 shares RSU-related shares disposed: 4,304 shares Cash consideration per share: $15 +2 more

5 metrics

Common shares disposed 11,428 shares Shares of SkyWater common stock disposed to issuer on July 31, 2026

RSU-related shares disposed 4,304 shares Shares issued from RSU vesting then disposed at the merger Effective Time

Cash consideration per share $15 Each SkyWater common share converted into the right to receive $15 in cash

IonQ stock consideration 0.4883 shares Each SkyWater share exchanged for 0.4883 shares of IonQ common stock

Disposition transactions reported 2 transactions Two non-derivative dispositions to the issuer reported for July 31, 2026

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")"

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

"right to receive $15 in cash and 0.4883 shares of common stock of IonQ plus cash in lieu of any fractional shares"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/31/2026 - 10:41 AM Accepted by SEC EDGAR 07/31/2026 - 10:40 AM Learn about SEC filing dates

FAQ

What insider transaction did LaFrence Andrew D.C. report for SKYT?

LaFrence Andrew D.C. reported disposing of 11,428 SkyWater common shares and 4,304 RSU-related shares to the issuer on July 31, 2026. These dispositions occurred as part of a merger in which each SkyWater share converted into cash and IonQ stock.

What consideration did SkyWater (SKYT) shareholders receive in the IonQ merger?

Each SkyWater common share converted into the right to receive $15 in cash and 0.4883 IonQ common shares. Holders were also entitled to cash in lieu of any fractional shares, as provided in the merger agreement.

How were restricted stock units treated in the SkyWater (SKYT) merger?

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

What does transaction code "D" mean in the SKYT Form 4?

Transaction code "D" denotes a disposition to the issuer. In this case, the reported SkyWater shares and RSU-derived shares were disposed of to the issuer as part of the merger transactions described in the Agreement and Plan of Merger.

Was the SKYT insider transaction done under a Rule 10b5-1 plan?

The transaction was not affirmatively reported as pursuant to a Rule 10b5-1 trading plan. The specific Rule 10b5-1 checkbox indicating plan-based trades was left unchecked in connection with these merger-related dispositions.

Which companies were parties to the SkyWater (SKYT) merger agreement?

The merger agreement was dated January 25, 2026 and included SkyWater Technology, Inc., IonQ, Inc., Merger Subsidiary 1 Inc. and Iris Merger Subsidiary 2 LLC, now known as SkyWater Technology, LLC, as the surviving company.

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^*

LaFrence Andrew D.C.

(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		11,428	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)