Unterseher Loren A 4
4 · SkyWater Technology, Inc · Filed Jul 31, 2026
Research Summary
AI-generated summary of this filing
SkyWater (SKYT) 10% Owner Loren Unterseher Disposes Shares in Merger
What Happened
Loren A. Unterseher, reported as a 10% owner of SkyWater Technology, Inc., disposed of a total of 9,679,627 shares of SkyWater common stock in connection with the company’s merger transactions. Pursuant to the merger agreement, each SkyWater share converted into $15.00 in cash plus 0.4883 shares of IonQ common stock (with cash in lieu for fractional shares). The cash portion of the consideration is approximately $145.2 million and the stock portion equals about 4.73 million IonQ shares. The filing also notes two gift transfers of 160,321 shares on July 28 (one recorded as disposed and one as acquired, likely an internal transfer). As a result of the first merger, the reporting person no longer beneficially owns any SkyWater common stock.
Key Details
- Transaction dates: gifts on 2026-07-28; dispositions to issuer effected 2026-07-31 (merger closing).
- Consideration per share: $15.00 cash + 0.4883 IonQ shares (cash in lieu for fractions).
- Total SkyWater shares disposed: 9,679,627. Approx. cash received: $145,194,405; approx. IonQ shares received: ~4,726,562.
- Shares owned after transaction: 0 SkyWater common shares (report states reporting person no longer beneficially owns any).
- Ownership/beneficial interest notes: some shares were held directly by Mr. Unterseher and others indirectly via entities (Oxbow, CMI Oxbow Partners); Mr. Unterseher disclaims beneficial ownership except for any pecuniary interest. Restricted stock units held by non-employee directors were accelerated and converted under the merger agreement.
- Filing: Form 4 filed 2026-07-31 reporting the transactions associated with the Merger Agreement.
Context
- These dispositions were contributions/surrenders to effect the merger consideration (not open-market sales). Gifts (G) typically do not signal market sentiment, and the bulk of the activity here reflects the merger conversion mechanics, not discretionary selling.
- As a 10% owner, Mr. Unterseher’s reported disposals reflect institutional/owner-level transfers under the merger rather than routine executive trading.
Insider Transaction Report
Form 4Exit
Unterseher Loren A
Director10% Owner
Transactions
- Gift
Common Stock
2026-07-28−160,321→ 1,069,543 total(indirect: By Trust) - Gift
Common Stock
2026-07-28+160,321→ 812,139 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1]2026-07-31−1,069,543→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1]2026-07-31−812,139→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1][F2]2026-07-31−23,713→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-07-31−3→ 0 total - Disposition to Issuer
Common Stock
[F1][F4]2026-07-31−4,487,394→ 0 total - Disposition to Issuer
Common Stock
[F5][F2]2026-07-31−4,304→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-07-31−531,283→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1]2026-07-31−2→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1]2026-07-31−687,811→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1]2026-07-31−687,811→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1]2026-07-31−687,812→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1]2026-07-31−687,812→ 0 total(indirect: By Trust)
Footnotes (5)
- [F1]Represents 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.
- [F2]Owned directly by Mr. Unterseher.
- [F3]Shares held directly by Oxbow Industries, LLC ("Oxbow").
- [F4]Mr. Unterseher is President of CMI Oxbow Partners, LLC ("CMI") and Managing Partner of Oxbow, which is the majority member of CMI. CMI directly holds the shares of SkyWater common stock reported in Column 5. As a result, he may be deemed to be the beneficial owner of, and to have a pecuniary interest in, such shares of SkyWater common stock. Mr. Unterseher disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- [F5]Represents restricted stock units relating to shares of SkyWater common stock. Pursuant to the Merger Agreement, prior to the Effective Time, each award of restricted stock units relating to shares of SkyWater common stock held by a non-employee member of SkyWater's board of directors that was outstanding, whether vested or unvested, automatically became fully vested and settled in shares of SkyWater common stock. At the Effective Time, each share of SkyWater common stock 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.
Signature
/s/ Loren A. Unterseher|2026-07-31