SkyWater (SKYT) Proxy filing summary

Executive summary

• A definitive merger agreement was signed on January 25, 2026, for IonQ to acquire SkyWater Technology through a two-step merger, making SkyWater a wholly owned subsidiary of IonQ.

• SkyWater stockholders will receive $15.00 in cash and a variable number of IonQ shares per SkyWater share, with the exchange ratio based on IonQ's 20-day VWAP, subject to collar provisions.

• The SkyWater board unanimously approved the merger and recommends stockholders vote in favor at a special virtual meeting on May 8, 2026.

• The merger is expected to close in Q2 or Q3 2026, pending regulatory and stockholder approvals.

• If the merger is not completed, SkyWater remains independent, but may owe IonQ a $51.6 million termination fee under certain conditions.

Voting matters and shareholder proposals

• Stockholders are asked to vote on adopting the merger agreement and, if necessary, to approve adjournment of the meeting to solicit more proxies.

• Approval requires a majority of outstanding SkyWater shares; abstentions and broker non-votes count as votes against.

• Certain stockholders holding 19.87% of shares have entered into a voting agreement to support the merger.

Board of directors and corporate governance

• The SkyWater board conducted a thorough review of strategic alternatives and engaged Goldman Sachs as financial advisor.

• The board considered the merger to be in the best interests of stockholders, citing premium value, strategic fit, and future growth opportunities.

• The board retains the right to consider superior proposals, subject to a matching period for IonQ.