Unterseher Loren A 4

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.