SEC Form 4 · accession 0001856680-26-000025

SkyWater Technology, LLC · SKYT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Steve Manko

Officer — CFO

Period of report

Jul 31, 2026

Accepted (ET)

Jul 31, 2026 · 10:52 am EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001819974

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jul 31, 2026	D	40,284	—	D	0	D
Common Stock^F2	Jul 31, 2026	D	56,283	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Options to Acquire Common Stock^F3,F4	$11.77	Jul 31, 2026	D	10,696	D	—	Mar 15, 2033	Common Stock	10,696	D
Options to Acquire Common Stock^F3,F4	$10.14	Jul 31, 2026	D	19,416	D	—	Feb 15, 2034	Common Stock	19,416	D
Options to Acquire Common Stock^F3,F4	$10.03	Jul 31, 2026	D	27,646	D	—	Feb 15, 2035	Common Stock	27,646	D

Explanation of responses

F1Represents 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.
F2Represents 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.
F3Represents 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.
F4Prior 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.

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.