SkyWater Technology officer equity converted in IonQ deal
Christopher Hilberg, Chief Risk & Compl.
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
Christopher Hilberg, Chief Risk & Compl. Officer of SkyWater Technology, LLC, reported dispositions of SkyWater common stock, restricted stock units and stock options on July 31, 2026.
These awards were automatically converted under a merger agreement among SkyWater, IonQ, Inc. and merger subsidiaries, with each SkyWater common share converting into the right to receive $15 in cash plus 0.4883 shares of IonQ common stock, with corresponding IonQ equity awards for RSUs and options.
Insider Trade Summary
Disposition: 149,879 shares
Disposition
7 txns
Insider
Hilberg Christopher
Role
Chief Risk & Compl. Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options to Acquire Common Stock F3, F4 | 4,644 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 9,869 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 25,009 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 23,586 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 22,380 | -- | -- |
| Disposition | Common Stock F1 | 30,140 | -- | -- |
| Disposition | Common Stock F2 | 34,251 | -- | -- |
Holdings After Transaction:
Options to Acquire Common Stock — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Holdings Before and After:
Options to Acquire Common Stock, 85,488 to 0 contracts (Direct)
Footnotes (4)
- 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 SkyWater (the "First Merger"), immediately followed by the merger of SkyWater 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, at the Effective Time, each award of restricted stock units relating to shares of SkyWater common stock held by a service provider other than a non-employee member of SkyWater's board of directors that was outstanding, whether vested or unvested, automatically converted into a restricted stock unit award corresponding to a number of shares of IonQ common stock based on the Equity Award Exchange Ratio (as defined in the Merger Agreement), and is otherwise subject to the same terms and conditions (including any existing accelerated vesting provisions) as applied immediately prior to the Effective Time, with any related accrued but unpaid dividend equivalent rights carrying over and remaining payable in accordance with such preexisting terms.
- F3. Represents options to purchase shares of SkyWater common stock. Pursuant to the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of SkyWater common stock that was outstanding, whether vested or unvested, automatically converted into an option to purchase a number of shares of IonQ common stock based on the Equity Award Exchange Ratio (as defined in the Merger Agreement), at an adjusted exercise price (as determined in accordance with the formula in the Merger Agreement), and is otherwise subject to the same terms and conditions as applied immediately prior to the Effective Time.
- F4. Prior to the Effective Time, the options were scheduled to vest ratably on each of the first, second, third and fourth anniversaries of the grant date contingent on the reporting person's continuation in service on each applicable vesting date.
Key Figures
Common stock disposed: 30140.0000 shares
RSUs converted: 34251.0000 units
Options converted (18.6400): 4644.0000 options
+5 more
8 metrics
Common stock disposed
30140.0000 shares
SkyWater common stock converted for cash and IonQ shares at the Effective Time
RSUs converted
34251.0000 units
Restricted stock units converted into IonQ RSU awards under the Merger Agreement
Options converted (18.6400)
4644.0000 options
Options to acquire SkyWater common stock at $18.6400 converted into IonQ options
Options converted (11.2400)
9869.0000 options
Options at $11.2400 exercise price converted into options for IonQ common stock
Options converted (11.7700)
25009.0000 options
Options at $11.7700 exercise price converted into IonQ options
Options converted (10.1400)
23586.0000 options
Options at $10.1400 exercise price converted into IonQ options
Cash per SkyWater share
$15
Cash portion of consideration for each SkyWater common share at the Effective Time
IonQ shares per SkyWater share
0.4883 shares
IonQ common stock portion of consideration for each SkyWater common share
Key Terms
Agreement and Plan of Merger, Effective Time, restricted stock units, Equity Award Exchange Ratio, +2 more
6 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.
Effective Time regulatory
"At the effective time of the First Merger (the "Effective Time"), each share of SkyWater"
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.
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.
Equity Award Exchange Ratio financial
"converted into a restricted stock unit award... based on the Equity Award Exchange Ratio"
dividend equivalent rights financial
"any related accrued but unpaid dividend equivalent rights carrying over and remaining payable"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Christopher Hilberg report in his Form 4 for SKYT?
Christopher Hilberg reported dispositions of SkyWater common stock, RSUs and stock options on July 31, 2026. The equity was converted under a merger agreement among SkyWater, IonQ, Inc. and merger subsidiaries, resulting in cash and IonQ equity consideration.
What happened to Hilberg’s SkyWater RSUs in the IonQ transaction involving SKYT?
Hilberg’s SkyWater awards included 34,251 restricted stock units, which automatically converted at the Effective Time into restricted stock unit awards in IonQ common stock, based on an Equity Award Exchange Ratio and subject to the same terms and conditions as before.
How were Hilberg’s SkyWater stock options treated in the SKYT–IonQ merger?
Multiple option grants to purchase SkyWater common stock, covering 4,644 to 25,009 options per grant at exercise prices from $10.03 to $18.64, automatically converted into options to purchase IonQ common stock, with adjusted exercise prices and existing terms largely preserved.
Was Hilberg’s SKYT Form 4 filed under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox was not marked, and the footnotes do not describe any trading plan. The reported dispositions arise from automatic treatment of equity under the merger agreement rather than discretionary market transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
