SkyWater CEO reports merger-related equity conversion
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
SkyWater Technology, LLC CEO Thomas Sonderman reported dispositions of SkyWater equity interests in connection with its merger with IonQ, Inc. At the Effective Time, 448,196 SkyWater common shares automatically converted into the right to receive $15 in cash plus 0.4883 IonQ share per share. In addition, 105,048 restricted stock units became IonQ restricted stock units, and SkyWater stock options, including 285,326 options at $14.00 and 93,109 options at $11.24, converted into options to purchase IonQ common stock under the Merger Agreement.
Insider Trade Summary
Disposition: 1,173,359 shares
Disposition
8 txns
Insider
SONDERMAN THOMAS
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options to Acquire Common Stock F3, F4 | 285,326 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 93,109 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 87,238 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 79,266 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 74,454 | -- | -- |
| Disposition | Options to Acquire Common Stock F3, F4 | 722 | -- | -- |
| Disposition | Common Stock F1 | 448,196 | -- | -- |
| Disposition | Common Stock F2 | 105,048 | -- | -- |
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, 620,115 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
SkyWater common shares converted: 448,196 shares
Cash consideration per SkyWater share: $15
IonQ stock per SkyWater share: 0.4883 shares
+3 more
6 metrics
SkyWater common shares converted
448,196 shares
Shares of SkyWater common stock converted at the merger Effective Time into cash and IonQ stock
Cash consideration per SkyWater share
$15
Cash amount received for each SkyWater common share at the Effective Time
IonQ stock per SkyWater share
0.4883 shares
IonQ common shares received for each SkyWater share under the Merger Agreement
Restricted stock units converted
105,048 units
SkyWater RSUs automatically converted into IonQ RSU awards at the Effective Time
Options converted at $14.00
285,326 options
SkyWater stock options with a $14.00 exercise price converted into IonQ options
Options converted at $11.24
93,109 options
SkyWater stock options with an $11.24 exercise price converted into IonQ options
Key Terms
Agreement and Plan of Merger, Effective Time, restricted stock units, Equity Award Exchange Ratio, +1 more
5 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"
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
"based on the Equity Award Exchange Ratio (as defined in the Merger Agreement)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did SkyWater (SKYT) CEO Thomas Sonderman report in this Form 4?
Thomas Sonderman reported merger-driven dispositions of SkyWater common stock, RSUs, and stock options. At the Effective Time, 448,196 SkyWater shares converted into $15 in cash plus 0.4883 IonQ share per share, and his restricted stock units and options rolled into replacement IonQ equity awards.
What happened to Thomas Sonderman’s SkyWater (SKYT) restricted stock units?
Sonderman’s 105,048 restricted stock units relating to SkyWater common stock automatically converted into restricted stock units in IonQ common stock. The number of IonQ RSUs was based on the Equity Award Exchange Ratio and retained the same vesting and dividend-equivalent terms as before the merger.
How were SkyWater (SKYT) stock options held by the CEO affected by the merger?
His SkyWater stock options, including 285,326 options at $14.00 and 93,109 options at $11.24, automatically converted into options to purchase IonQ common stock. The number of IonQ options and adjusted exercise prices were determined using the Equity Award Exchange Ratio specified in the Merger Agreement.
Were Thomas Sonderman’s SkyWater (SKYT) transactions under a Rule 10b5-1 trading plan?
The Form 4 indicates the Rule 10b5-1 checkbox was not marked as true, and the footnotes describe the activity as automatic conversions under the Merger Agreement. The reported dispositions reflect merger mechanics rather than trades executed under a pre-arranged 10b5-1 trading plan.
Does the SkyWater (SKYT) CEO retain equity exposure after the IonQ merger?
Yes. While his SkyWater holdings were disposed of, they were replaced with IonQ equity awards. Common shares converted into cash and IonQ stock, RSUs became IonQ RSUs, and options became IonQ options, preserving service-based terms such as vesting schedules and dividend-equivalent rights where applicable.
AI-generated analysis. How Rhea-AI works. Not financial advice.
