SkyWater Technology director disposes shares in merger

SkyWater Technology director Timothy E. Baxter reported two dispositions to the issuer of SkyWater Technology, Inc. common stock in connection with its merger transactions with IonQ.

Rhea-AI Filing Summary

SkyWater Technology director Timothy E. Baxter reported two dispositions to the issuer of SkyWater Technology, Inc. common stock in connection with its merger transactions with IonQ. One entry covers 11,428 shares of common stock; a second covers 5,738 shares issued from vested restricted stock units. Under a Merger Agreement dated January 25, 2026, at the merger’s Effective Time each SkyWater share automatically converted into the right to receive $15 in cash plus 0.4883 shares of IonQ common stock, with cash paid in lieu of fractional IonQ shares.

Insider Trade Summary

Disposition: 17,166 shares

Disposition 2 txns

Insider Baxter Timothy E

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1	11,428	--	--
Disposition	Common Stock F2	5,738	--	--

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: 5,738 shares Cash consideration per share: $15 +3 more

6 metrics

Common shares disposed 11,428 shares Shares of SkyWater Technology, Inc. common stock converted at the merger Effective Time

RSU-related shares disposed 5,738 shares Shares issued upon RSU vesting and settlement for a non-employee director before conversion

Cash consideration per share $15 Cash received for each SkyWater common share at the Effective Time under the Merger Agreement

IonQ stock consideration per share 0.4883 shares Shares of IonQ common stock received per SkyWater common share in the merger

Merger Agreement date January 25, 2026 Date of the Agreement and Plan of Merger among SkyWater, IonQ and merger subsidiaries

Reported transaction date 2026-07-31 Date shown for the Form 4 disposition entries

Key Terms

Agreement and Plan of Merger, restricted stock units, Effective Time, First Merger, +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.

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.

First Merger regulatory

"At the effective time of the First Merger the share converted"

Second Merger regulatory

"including the merger of Iris Merger Subsidiary 1 with and into Surviving Company (the Second Merger)"

FAQ

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

What insider transaction did Timothy E Baxter report for SKYT?

Timothy E. Baxter, a director of SkyWater Technology, reported two dispositions to the issuer dated July 31, 2026. These covered 11,428 shares of common stock and 5,738 shares issued from vested restricted stock units, all tied to merger-related transactions with IonQ.

How many SKYT shares were involved in Timothy E Baxter’s merger-related disposition?

The Form 4 shows dispositions involving 11,428 shares of SkyWater common stock plus 5,738 shares that arose from vested restricted stock units. Both sets of shares were treated under the same IonQ merger consideration terms described in the Merger Agreement.

What did SKYT shareholders receive per share in the IonQ transaction?

Each share of SkyWater common stock automatically converted into the right to receive $15 in cash plus 0.4883 shares of IonQ common stock. Holders were also entitled to receive additional cash in lieu of any fractional IonQ shares that would otherwise have been issued.

What happened to Timothy E Baxter’s restricted stock units in the SKYT merger?

For non-employee directors such as Timothy E. Baxter, each award of SkyWater restricted stock units became fully vested before the merger’s Effective Time. Those RSUs then settled in SkyWater shares, and each such share converted into the same cash-and-stock consideration as other common shares.

When was the Merger Agreement between SkyWater and IonQ involving SKYT signed?

The transactions were governed by an Agreement and Plan of Merger dated January 25, 2026. This Merger Agreement covered SkyWater Technology, Inc., IonQ, Inc., and their merger subsidiaries, including the entity now known as SkyWater Technology, LLC as the surviving company.

Was Timothy E Baxter’s SKYT disposition reported under a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox was not marked for these transactions. This means the filing does not state that Baxter’s dispositions were executed under a pre-arranged trading plan pursuant to SEC Rule 10b5-1.

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

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Available on EDGAR 07/31/2026 - 10:42 AM Accepted by SEC EDGAR 07/31/2026 - 10:42 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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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^*

Baxter Timothy E

(Last) (First) (Middle)

2401 E 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		5,738	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)