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SkyWater Technology, LLC director transaction: Tammy J Miller, a director, reported two issuer dispositions of SkyWater common equity in connection with the consummation of a merger governed by a January 25, 2026 Agreement and Plan of Merger with IonQ.
One transaction covered 11,428 shares of SkyWater Technology, Inc. common stock; the other related to 4,304 shares underlying restricted stock units that became fully vested and settled in common stock before closing. At the Effective Time, each SkyWater share automatically converted into the right to receive $15 in cash and 0.4883 shares of IonQ common stock, plus cash in lieu of fractional shares.
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.
Director Joseph J. Humke reported dispositions to the issuer of 23,713 shares of SkyWater Technology, Inc. common stock and 4,304 shares issued upon settlement of restricted stock units in connection with SkyWater’s merger transactions with IonQ, Inc.
Under the January 25, 2026 Merger Agreement, each SkyWater share outstanding at the Effective Time 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 shares.
Non-employee director Edward Daly reported two dispositions of SkyWater common stock on July 31, 2026, in connection with transactions under an Agreement and Plan of Merger among SkyWater and IonQ. 34,879 common shares and 4,304 RSU-settled shares were transferred to the issuer, and at the Effective Time each SkyWater share became the right to receive $15 in cash plus 0.4883 shares of IonQ common stock, with additional cash for any fractional shares.
SkyWater Technology, Inc. director and 10% owner Loren A. Unterseher, through various trusts and LLCs, reported multiple dispositions of SkyWater common stock on July 31, 2026 in connection with a merger with IonQ. At the effective time, each SkyWater share converted into the right to receive $15 in cash plus 0.4883 IonQ common shares and cash for fractional shares. The disclosure states that, after the first merger step, Unterseher no longer beneficially owns any SkyWater common stock, directly or indirectly. It also records bona fide gifts of 160,321 shares between related trusts on July 28, 2026.
SkyWater Technology, LLC is the issuer of common stock with a par value of $0.01 per share, CUSIP 83089J108. A group consisting of CMI Oxbow Partners, LLC, Oxbow Industries, LLC, and Loren A. Unterseher filed an amended Schedule 13G reporting their current ownership.
The filing states that these reporting persons now beneficially own 0 shares of SkyWater common stock, representing 0% of the class. They report no sole or shared power to vote or dispose of any shares, confirming ownership of 5 percent or less of the class as of this amendment dated July 31, 2026.
SkyWater Technology, LLC, as successor to SkyWater Technology, Inc., has filed a post-effective amendment to its Form S-3 registration statement (Registration No. 333-291940) to withdraw and remove from registration all securities that remained unsold or unissued under that shelf.
The change follows completion of a merger under a January 25, 2026 Agreement and Plan of Merger among SkyWater, IonQ, Inc., the registrant and a merger subsidiary. On July 31, 2026, SkyWater became a wholly owned subsidiary of IonQ and was then merged into the registrant, which now survives as SkyWater Technology, LLC, a wholly owned subsidiary of IonQ. As a result, all offerings under the Form S-3 have been terminated and the registration statement’s effectiveness has been ended.
SkyWater Technology, Inc. is having its common stock removed from listing and/or registration on the Nasdaq Stock Market under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq states it has complied with its rules to strike this class of securities from listing and registration.
SkyWater Technology completed its previously announced merger with IonQ, Inc. on July 31, 2026. A two-step structure left the business operating as SkyWater Technology, LLC, a wholly-owned subsidiary of IonQ, with IonQ beneficially owning 100% of the surviving entity’s equity interests.
At the effective time, each outstanding share of SkyWater common stock (other than excluded and appraisal shares) was cancelled and converted into the right to receive $15.00 in cash plus 0.4883 shares of IonQ common stock, with cash paid in lieu of fractional IonQ shares. Former SkyWater stockholders ceased to have rights as stockholders other than the right to receive this merger consideration.
On closing, SkyWater repaid all amounts required to be paid to discharge its revolving credit facility and terminated that loan agreement, incurring no material early termination penalties. The company notified the Nasdaq Capital Market of the merger closing, requested delisting and deregistration of its common stock via Form 25, and intends to file Form 15 to terminate remaining registration and reporting obligations. The listed directors resigned at closing under the merger agreement, with no reported disagreements, and the corporate charter and bylaws were replaced with those of the merger subsidiaries.
SkyWater Technology, Inc. reports that it and IonQ, Inc. have received final regulatory approval to consummate IonQ’s acquisition of SkyWater under their January 25, 2026 Agreement and Plan of Merger, subject to certain conditions and the satisfaction of remaining closing conditions.
The structure involves two sequential mergers that will leave SkyWater as a wholly owned subsidiary of IonQ. SkyWater will continue operating under its own name as a U.S.-based semiconductor foundry. The companies anticipate completing closing arrangements on Friday, July 31, 2026, and expect the combined company to hold a second quarter 2026 earnings call on August 5, 2026 and an investor day on September 8, 2026. Extensive forward-looking statements highlight risks around completing the transaction, integrating the businesses and realizing anticipated benefits.