Form 8-K

8-K — SkyWater Technology, Inc

Accession: 0001193125-26-321272

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0001819974

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d152570d8k.htm (Primary)

EX-99.1 (d152570dex991.htm)

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8-K

8-K (Primary)

Filename: d152570d8k.htm · Sequence: 1

8-K

SkyWater Technology, Inc false 0001819974 0001819974 2026-07-28 2026-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2026

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40345

37-1839853

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2401 East 86th Street

Bloomington, Minnesota

55425

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (952) 851-5200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Common stock, par value $0.01 per share

SKYT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

As previously disclosed, on January 25, 2026, SkyWater Technology, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IonQ, Inc., a Delaware corporation (“Parent”), Iris Merger Subsidiary 1 Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), and Iris Merger Subsidiary 2 LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2”). Pursuant to the Merger Agreement, (i) Merger Sub 1 will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “First Merger”) and (ii) immediately following the effective time of the First Merger, the Company, as the surviving entity of the First Merger, will merge with and into Merger Sub 2, which will survive the merger as a wholly owned subsidiary of Parent (together with the First Merger, the “Mergers”).

On July 28, 2026, the Company and Parent announced that they have received final regulatory approval to consummate the Mergers, subject to certain conditions and the satisfaction of the other closing conditions set forth in the Merger Agreement.

A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements that are based on the Company’s current expectations or forecasts of future events, rather than past events and outcomes, and such statements are not guarantees of future performance. Forward-looking statements include all statements other than statements of historical fact contained in this Current Report on Form 8-K, including information or predictions concerning the Company’s future business, results of operations, financial performance, plans and objectives, competitive position, market trends, and potential growth and market opportunities. In some cases, you can identify forward-looking statements by words such as “intends,” “estimates,” “predicts,” “potential,” “continues,” “anticipates,” “plans,” “expects,” “believes,” “should,” “could,” “may,” “will,” “targets,” “projects,” “seeks” or the negative of these terms or other comparable terminology.

Forward-looking statements are subject to risks, uncertainties and assumptions, which may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Key factors that could cause the Company’s actual results to be different than expected or anticipated include, but are not limited to: the inability to consummate the acquisition of the Company by Parent (the “Transaction”) within the anticipated time period, or at all, due to any reason, including the failure to satisfy any condition to the consummation of the Transaction; the risk that the Transaction disrupts our current plans and operations or diverts management’s attention from its ongoing business; the effects of the Transaction on our business, operating results, and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom we do business; the risk that our stock price may decline significantly if the Transaction is not consummated; the nature, cost and outcome of any legal proceedings related to the Transaction; our goals and strategies; our future business development, financial condition and results of operations; our ability to operate our fabrication facilities at full capacity; our ability to appropriately respond to changing technologies on a timely and cost-effective basis; our customer relationships and our ability to retain and expand our customer relationships; the timing and amount of funding our customers are able to secure for their purchase commitments; our ability to accurately predict our future revenues for the purpose of appropriately budgeting and adjusting our expenses; our expectations regarding dependence on our largest customers; our ability to diversify and expand our customer base and develop relationships in new markets, our ability to integrate the operations of the Fab 25 facility with our operations and risks associated with operating the Fab 25 facility; the performance and reliability of our third-party suppliers and manufacturers; our ability to procure tools, materials, and chemicals; our ability to control costs, including our operating and capital expenses; the size and growth potential of the markets for our solutions, and our ability to serve and expand our presence in those markets; the level of demand in our customers’ end markets; our ability to attract, train and retain key qualified personnel; adverse litigation judgments, settlements or other litigation-related costs; changes in trade policies, including the imposition of or increase in tariffs; our ability to raise additional capital or financing; our ability to accurately forecast demand; changes in local, regional, national and international economic or political conditions, including those resulting from increases in inflation and interest rates, a recession, or intensified international hostilities; the level and timing of U.S. government program funding; our ability to maintain compliance with certain U.S. government contracting requirements; regulatory developments in the United States and foreign countries; our ability to protect our intellectual property rights; and other factors discussed in the

“Risk Factors” section of the Annual Report on Form 10-K the Company filed with the SEC on March 11, 2026 and in other documents that the Company files with the SEC, which are available at http://www.sec.gov. The Company assumes no obligation to update any forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated July 28, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SkyWater Technology, Inc.

Date: July 28, 2026

/s/ Thomas J. Sonderman

Name:

Thomas J. Sonderman

Title:

Chief Executive Officer

EX-99.1

Filename: d152570dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

IonQ Receives Regulatory Approval to Complete Acquisition of SkyWater Technology

Combination Creates the Only Vertically Integrated Full-Stack Quantum Platform Company

SkyWater Will Continue to Serve Customers as a U.S.-Based Semiconductor Foundry

COLLEGE PARK, Md. & BLOOMINGTON, Minn. – July 28, 2026 – IonQ (NYSE: IONQ), the world’s leading quantum

platform company, today received final regulatory approval to complete its acquisition of SkyWater Technology (NASDAQ: SKYT), the largest exclusively U.S.-based semiconductor foundry.

As noted when the companies announced their definitive agreement in January 2026, this transaction is expected to enable IonQ to materially accelerate its

quantum computing roadmap and secure its fully scalable supply chain domestically, clearing the way for IonQ’s chip-focused approach to manufacturing new generations of its quantum computers.

Following the close of the transaction, SkyWater will continue to serve a full range of customers as a U.S.-based semiconductor foundry, operating as a wholly

owned subsidiary of IonQ under the SkyWater name. Together with IonQ’s proprietary technology and capabilities and differentiated development services, IonQ and SkyWater will serve the full quantum ecosystem.

Anticipated Closing

The companies anticipate that having

secured all required regulatory approvals and satisfied other outstanding closing conditions, they will promptly complete all necessary arrangements to close the transaction on Friday, July 31, 2026.

The combined company is expected to hold its second quarter earnings call on Wednesday, August 5, 2026 after the U.S. markets close and an investor day

in the third quarter of 2026 (Sept. 8).

About IonQ

IonQ, Inc. [NYSE: IONQ] is the world’s leading quantum platform - delivering integrated quantum solutions across computing, networking,

sensing, and security. IonQ’s newest generation of quantum computers, the IonQ Tempo, is the latest in a line of cutting-edge systems that have been helping customers and partners including Amazon Web Services, AstraZeneca, and NVIDIA

achieve 20x performance results and accelerate innovation in drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense. In 2025, the company achieved 99.99% two-qubit gate

fidelity, setting a world record in quantum computing performance.

Headquartered in College Park, Maryland, IonQ has operations in California,

Colorado, Massachusetts, Tennessee, Washington, Italy, South Korea, Sweden, Switzerland, Canada, and the United Kingdom. Our quantum computing services are available through all major cloud providers, while we also meet the needs of networking and

sensing customers across land, sea, air, and space. IonQ is making quantum platforms more accessible and impactful than ever before. Learn more at IonQ.com.

About SkyWater

SkyWater Technology is securing

America’s silicon foundation as the largest U.S.-based, pure-play semiconductor foundry. A trusted partner to both commercial customers and federal defense programs, SkyWater’s Technology as a Service model empowers innovators to bring

emerging technologies like quantum computing and next-generation systems from concept to reality. With state-of-the-art

facilities in Minnesota, Florida, and Texas, SkyWater specializes in foundational nodes and advanced packaging to support the nation’s critical infrastructure, strengthen supply chain resilience, and ensure long-term U.S. technology

leadership. SkyWater is a DMEA-accredited Category 1A Trusted Foundry. To learn more, visit www.skywatertechnology.com.

Note to Investors Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S.

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release other than statements of historical fact are forward-looking statements. These

forward-looking statements are based on IonQ’s and SkyWater’s current expectations, estimates and projections about the expected date of closing of the transaction and the potential benefits thereof, their respective businesses and

industries, management’s beliefs and certain assumptions made by IonQ and SkyWater, all of which are subject to change. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are

beyond our control and are not guarantees of future results, such as statements about the consummation of the transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are

subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to

differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a

difference include, but are not limited to: (i) the completion of the transaction on anticipated terms and timing, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,

synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of SkyWater’s and IonQ’s businesses and other conditions to the completion of the

transaction; (ii) failure to realize the anticipated benefits of the transaction, including as a result of delay in completing the transaction or integrating the businesses of IonQ and SkyWater; (iii) IonQ’s and SkyWater’s

ability to implement their business strategies; (iv) potential litigation relating to the transaction that could be instituted against IonQ, SkyWater or their respective directors; (v) the risk that disruptions from the transaction will

harm IonQ’s or SkyWater’s businesses, including current plans and operations; (vi) the ability of IonQ or SkyWater to retain and hire key personnel; (vii) potential adverse reactions or changes to business relationships

resulting from the announcement, pendency or completion of the transaction; (viii) uncertainty as to the long-term value of the IonQ shares to be issued; (ix) legislative, regulatory and economic developments affecting IonQ’s and

SkyWater’s businesses; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which IonQ and SkyWater operate; (xii) potential business uncertainty, including

changes to existing business relationships, during the pendency of the transaction that could affect IonQ’s or SkyWater’s financial performance; (xiii) restrictions during the pendency of the transaction that may impact IonQ’s

or SkyWater’s ability to pursue certain business opportunities or strategic transactions; and (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities,

as well as IonQ’s and SkyWater’s response to any of the aforementioned factors. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks

and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements

could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on IonQ’s or SkyWater’s consolidated

financial condition, results of operations or liquidity. Neither IonQ nor SkyWater assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or

otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

IonQ Media Contacts:

Cheryl Krauss

cheryl.krauss@ionq.co

Tor Constantino

tor.constantino@ionq.co

IonQ Investor Contact:

investors@ionq.co

SkyWater Media Contact:

Tammy Swanson

tammy.swanson@skywatertechnology.com

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