SkyWater (SKYT) President John Sakamoto Sells Shares in Merger

What Happened
John Sakamoto, President and COO of SkyWater Technology, LLC, disposed of a total of 490,597 SkyWater common shares on July 31, 2026 as part of the company’s merger with IonQ. The dispositions were not open‑market sales but merger consideration: each SkyWater share converted into $15 in cash plus 0.4883 shares of IonQ common stock (with cash in lieu of fractional shares). That equals roughly $7,358,955 in cash and about 239,559 IonQ shares in aggregate. Several line items in the filing reflect derivative awards (restricted stock units and options) that were converted under the merger terms.

Key Details

• Transaction date: 2026-07-31. Report filed 2026-07-31 (no late filing indicated).
• Disposed shares (by line): 53,399; 87,996; 234,375 (derivative); 58,908 (derivative); 55,919 (derivative). Total = 490,597 shares.
• Consideration: $15.00 cash per SkyWater share + 0.4883 IonQ shares per SkyWater share (cash in lieu of fractions). Approximate totals: ~$7.36M cash + ~239,559 IonQ shares.
• Shares owned after transaction: not specified in the excerpt provided.
• Notable footnotes:
  • F1 — Merger conversion terms (each SkyWater share → $15 cash + 0.4883 IonQ shares).
  • F2 — Restricted stock units relating to SkyWater stock converted into RSUs in IonQ per the exchange ratio.
  • F3 — Options to purchase SkyWater stock were converted into options on IonQ shares at an adjusted exercise price per the Merger Agreement.
  • F4 — Original vesting schedule for certain options was ratable over four years pre‑merger.
• Transaction type code: "Disposition to the issuer" reflecting the merger consideration (not an open‑market sale).

Context
This activity is a corporate-transaction–driven disposition: SkyWater merged into a surviving LLC and outstanding shares/awards were converted under the merger agreement. Such conversions reflect deal consideration rather than insider market timing or routine liquidity trades. For derivative items (RSUs/options), the filing shows automatic conversion into corresponding IonQ awards or options under the merger terms rather than a cash exercise or open‑market sale.