Skywater Technology Inc.

07/31/2026 | Press release | Distributed by Public on 07/31/2026 08:17

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Unterseher Loren A
2. Issuer Name and Ticker or Trading Symbol
SkyWater Technology, Inc [SKYT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
701 XENIA AVENUE S., SUITE 650
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2026
(Street)
MINNEAPOLIS, MN 55416
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/28/2026 G 160,321 D $ 0 1,069,543 I By 2024 grantor retained annuity trust
Common Stock 07/28/2026 G 160,321 A $ 0 812,139 I By revocable trust
Common Stock(1) 07/31/2026 D 1,069,543 D (1) 0 I By 2024 grantor retained annuity trust
Common Stock(1) 07/31/2026 D 812,139 D (1) 0 I By revocable trust
Common Stock(1) 07/31/2026 D 23,713 D (1) 0 D (2)
Common Stock(1) 07/31/2026 D 3 D (1) 0 D (3)
Common Stock(1) 07/31/2026 D 4,487,394 D (1) 0 D (4)
Common Stock(5) 07/31/2026 D 4,304 D (5) 0 D (2)
Common Stock(1) 07/31/2026 D 531,283 D (1) 0 I By family irrevocable trust
Common Stock(1) 07/31/2026 D 2 D (1) 0 I By revocable trust
Common Stock(1) 07/31/2026 D 687,811 D (1) 0 I By trust for benefit of daughter
Common Stock(1) 07/31/2026 D 687,811 D (1) 0 I By trust for benefit of daughter
Common Stock(1) 07/31/2026 D 687,812 D (1) 0 I By trust for benefit of son
Common Stock(1) 07/31/2026 D 687,812 D (1) 0 I By trust for benefit of son
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Unterseher Loren A
701 XENIA AVENUE S.
SUITE 650
MINNEAPOLIS, MN 55416
X X
CMI Oxbow Partners, LLC
701 XENIA AVENUE S.
SUITE 650
MINNEAPOLIS, MN 55416
X X
Oxbow Industries, LLC
701 XENIA AVENUE S.
SUITE 650
MINNEAPOLIS, MN 55416
X X

Signatures

/s/ Loren A. Unterseher 07/31/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) Owned directly by Mr. Unterseher.
(3) Shares held directly by Oxbow Industries, LLC ("Oxbow").
(4) 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.
(5) 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.

Remarks:
AS A RESULT OF THE FIRST MERGER, THE REPORTING PERSON NO LONGER BENEFICIALLY OWNS, DIRECTLY OR INDIRECTLY, ANY SHARES OF SKYWATER COMMON STOCK. AS NOTED IN FOOTNOTE 1, IN THE SECOND MERGER, SKYWATER MERGED WITH AND INTO SKYWATER TECHNOLOGY, LLC (FORMERLY KNOWN AS IRIS MERGER SUBSIDIARY 2 LLC), WITH SKYWATER TECHNOLOGY, LLC SURVIVING THE MERGER.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Skywater Technology Inc. published this content on July 31, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 31, 2026 at 14:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]