SkyWater (SKYT) Director Dennis J. Goetz Disposes 28,017 Shares in Merger

What Happened

• Dennis J. Goetz, a director of SkyWater Technology, LLC (formerly SkyWater Technology, Inc., ticker SKYT), reported two dispositions on 2026-07-31 totaling 28,017 shares (23,713 and 4,304). The transactions are listed as dispositions to the issuer (code D) tied to the company’s merger.
• Per the merger agreement, each SkyWater share converted into $15 in cash plus 0.4883 shares of IonQ common stock (cash in lieu for fractional shares). The cash portion of Goetz’s disposition equals approximately $420,255. The Form 4 shows price fields as N/A because the transfers were merger consideration rather than open-market trades.

Key Details

• Transaction date: 2026-07-31 (both dispositions).
• Transaction type/code: Disposition to issuer (D) — shares converted under the merger agreement, not an open-market sale.
• Share counts: 23,713 and 4,304 shares; total 28,017 shares disposed.
• Per-share consideration: $15 cash + 0.4883 IonQ shares (cash portion ≈ $420,255).
• Footnotes: F1 explains conversion terms under the Merger Agreement; F2 notes certain RSUs vested/settled into SkyWater shares prior to conversion. Remark clarifies SkyWater merged into SkyWater Technology, LLC (surviving company).
• Shares owned after transaction: Not specified on the provided filing.
• Filing timeliness: Report filed 2026-07-31 (same day), indicating a timely Form 4.

Context

• These were merger-related dispositions (automatic conversion to cash and IonQ shares), not open-market sales, so they reflect the deal terms rather than an insider decision to sell on the market.
• For retail investors: such transaction shows insiders received merger consideration per agreement; it is a routine corporate event and not necessarily a signal about the insider’s view of future performance.