Analyze IonQ's announced acquisition of SkyWater (SKYT). Based on the merger announcement materials and SkyWater's FY2025 results, what are the implied Transaction Value / Revenue and Transaction Value / Adjusted EBITDA multiples, and does the valuation reflect foundry economics, strategic domestic-manufacturing value, or a quantum vertical-integration premium?

Found 2 matching companies. Retry browse_company with the exact ticker:

1. **SKYT** - SkyWater Technology, Inc
   CIK: 0001819974

2. **CTGL** - SKYTECH ORION GLOBAL CORP.
   CIK: 0001498067

**`ir_partnership` (agreement_type=m_and_a_announcement)** — 1 match for IONQ

**1. 2026-01-26** — IR:partnership
   This transformational acquisition enables IonQ to materially accelerate its quantum computing roadmap and secure its fully scalable supply chain domestically. With secure, U.S.-based design, packaging and chip fabrication – IonQ will benefit from vertical integration across our increasingly interlin (agreement_type: m_and_a_announcement; deal_equity_value: {'amount': 1.8, 'currency': 'USD', 'scale': 'billions'}; deal_form: mixed; deal_per_share: {'amount': 35, 'currency': 'USD'}; deal_target: SkyWater Technology, Inc.; deal_total_value: {'amount': 1.8, 'currency': 'USD', 'scale': 'billions'}; expected_close_date: 2026-09-30; financial_structure: cash_payment; key_quotes: [{'block_id': 'b03_0000', 'speaker_name': 'Niccolo de Masi', 'speaker_role': 'IonQ Chairman and Chief Executive Officer', 'verbatim': 'This transformational acquisition enables IonQ to materially accelerate its quantum computing roadmap and secure its fully scalable supply chain domestically. With secure, U.S.-based design, packaging and chip fabrication – IonQ will benefit from vertical integration across our increasingly interlin', 'verbatim_validated': True}, {'block_id': 'b03_0000', 'speaker_name': 'Thomas Sonderman', 'speaker_role': 'Chief Executive Officer of SkyWater Technology', 'verbatim': 'This combination marks a pivotal moment in SkyWater’s evolution. As the largest pure-play semiconductor foundry based in the U.S., SkyWater is already the partner of choice for advanced development and manufacturing services in both the public and private sectors as quantum computing and manufacturi', 'verbatim_validated': False}]; partner_names: ['SkyWater Technology, Inc.']; regulatory_approvals_required: ['shareholder_vote', 'antitrust']; relationship_nature: other; summary: IonQ to acquire SkyWater Technology for $35.00 per share in a cash-and-stock transaction, implying an equity value of approximately $1.8 billion. Expected close in Q2-Q3 2026, subject to shareholder and regulatory approvals.)
   Source: viewer.metricduck.com/…↗⧉

**Drill-down:**
- Open the source URL above for verbatim press-release text
- `get_filing_index("IONQ")` — full filing-level signal map

# SkyWater Technology, Inc (SKYT) — SEC Filings

**3 filings** found

## 8-K — Q4 FY2025 FY2025 (filed 2026-02-25)
Accession: 0001819974-26-000005 | 8 sections | 0 tables

## 8-K — Q2 2025 FY2025 (filed 2025-08-06)
Accession: 0001819974-25-000025 | 8 sections | 0 tables

## 8-K — Q1 2025 FY2025 (filed 2025-05-07)
Accession: 0001819974-25-000015 | 8 sections | 0 tables

**Tip:** Use `get_filing_section` with a section_id and accession_number above to read section content.

# IONQ — IonQ, Inc. — Filing Outline
8-K Q4 FY2025 (filed 2026-01-26)
Accession: 0001193125-26-021616

**Sections (10):**

- **Boilerplate**, ~857 words (`earnings_boilerplate`)
  > [SAFE HARBOR] No Offer or Solicitation This communication is for informational purposes only and does not constitute, or…
- **Document Map**, ~165 words (`earnings_document_map`)
  > [Compact map — narrative is indexed as [PROSE #N] entries. Read the full press-release prose (highlights, outlook/guidan…
- **Press Release (Narrative)**, ~1,874 words (`earnings_press_release`)
  > EXHIBIT 99.1 IonQ to Acquire SkyWater Technology, Creating the Only Vertically Integrated Full-Stack Quantum Platform Co…
- **Supplemental Tables**, ~451 words (`earnings_supplemental_tables`)
  > **Table 0** (unknown, scale not detected) | | • | | Accelerates Roadmap to Fault-Tolerant Quantum Computing: With Sky…
- **Press Release (EX-99.1)**, ~3,132 words (`exhibit_press_release_03`)
  > EX-99.1 4 d10479dex991.htm EX-99.1 EX-99.1 EXHIBIT 99.1 IonQ to Acquire SkyWater Technology, Creating the Only Verticall…
- **Press Release (EX-99.2)**, ~2,842 words (`exhibit_press_release_04`)
  > EX-99.2 5 d10479dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 The Only Vertically Integrated Full-Stack Quantum Platform Compa…
- **Entry into a Material Definitive Agreement**, ~2,846 words (`item_1_01_material_agreement`)
  > Item 1.01…
- **Forward Guidance**, ~848 words (`transcript_guidance`)
  > { "guidance_items": [ { "metric": "revenue", "value": "$225 million to $245 million", "period":…
- **Prepared Remarks**, ~5,246 words (`transcript_prepared_remarks`)
  > Corrected Transcript **==> picture [12 x 17] intentionally omitted <==** 25-Feb-2026 ## IonQ, Inc. (IONQ) Q4 2025…
- **Q&A Session**, ~7,241 words (`transcript_qa_session`)
  > ## **QUESTION AND ANSWER SECTION** **Operator** : We will now begin the question-and-answer session. [Operator Instruc…

---
_Drill into a section with `get_filing_section(ticker="IONQ", accession_number="0001193125-26-021616", section_id="...")`._

# IONQ — item_1_01_material_agreement
8-K   (filed 2026-01-26)

Item 1.01

Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On January 25, 2026, IonQ, Inc., a Delaware corporation (the “ Company ”), SkyWater Technology, Inc., a Delaware corporation (“ SkyWater ”), Iris Merger Subsidiary 1 Inc., a Delaware corporation (“ Merger Sub 1 ”), and Iris Merger Subsidiary 2 LLC, a Delaware limited liability company (“ Merger Sub 2 ” and, together with Merger Sub 1, the “ Merger Subs ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) pursuant to which, among other things and subject to the terms of the Merger Agreement, (i) Merger Sub 1 will be merged with and into SkyWater in accordance with the requirements of the General Corporation Law of the State of Delaware (the “ DGCL ”), whereupon the separate existence of Merger Sub 1 will cease and SkyWater will be the surviving corporation in such merger (the “ First Merger ”), and (ii) immediately following the effective time of the First Merger (the “ Effective Time ”), and as part of the same plan, SkyWater, as the surviving corporation in the First Merger, will be merged with and into Merger Sub 2 in accordance with the applicable provisions of the DGCL and the Limited Liability Company Act of the State of Delaware, whereupon the separate existence of SkyWater will cease, with Merger Sub 2 being the surviving company (Merger Sub 2 in such capacity, the “ Surviving Company ”) in such merger (together with the First Merger, the “ Mergers ”). The Boards of Directors of the Company and SkyWater have each unanimously approved the Merger Agreement, including the Mergers and the other transactions contemplated thereby). The Board of Directors of SkyWater has also unanimously resolved to recommend to SkyWater’s stockholders the adoption of the Merger Agreement.

Effect on Capital Stock and Equity Awards

Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of the conditions set forth therein, at the Effective Time, each share of the common stock of SkyWater, par value $0.01 per share (each, a “ SkyWater Share ”), issued and outstanding immediately prior to the Effective Time (other than any SkyWater Shares (x) owned by the Company, Merger Sub 1, Merger Sub 2, SkyWater or any of their direct or indirect wholly-owned subsidiaries or (y) for which the holder is entitled to demand and properly demands appraisal of such SkyWater Shares pursuant to, and in compliance in all respect with, Section 262 of the DGCL) will be automatically converted into the right to receive (i) an amount of cash equal to $15.00, without interest (the “ Cash Consideration ”), and (ii) such number of validly issued, fully paid and nonassessable shares of the common stock of the Company, par value $0.0001 per share (each, a “ Company Share ”), equal to the Exchange Ratio (the “ Stock Consideration ” and, together with the Cash Consideration, the “ Merger Consideration ”), plus cash in lieu of any fractional shares to which such SkyWater Share would otherwise be entitled. The “ Exchange Ratio ” means the quotient obtained by dividing (i) $20.00 by (ii) the volume weighted average price of the Company Shares for the 20 full consecutive trading days prior to, but not including, the third business day before the closing date of the Mergers (the “ Company Trading Price ”); provided, however, that (i) if the Company Trading Price is greater than or equal to $60.13, then the Exchange Ratio will be equal to 0.3326 Company Shares and (ii) if the Company Trading Price is less than or equal to $37.99, then the Exchange Ratio will be equal to 0.5265 Company Shares.

The Merger Agreement further provides that, at the Effective Time, each outstanding SkyWater stock option and restricted stock unit award (other than those held by non-employee directors) will be converted into an option or restricted stock unit award, as applicable, in respect of Company Shares on the same terms and conditions as were applicable to such award immediately prior to the Effective Time, with the number of Company Shares underlying such award determined by multiplying (x) the number of SkyWater Shares subject to such award immediately prior to the Effective Time by (y) an equity award exchange ratio derived from the Exchange Ratio and the Cash Consideration (the “ Equity Award Exchange Ratio ”). Further, for each converted stock option, the exercise price applicable to such stock option will be determined by dividing (A) the exercise price per SkyWater Share subject to such SkyWater stock option immediately prior to the Effective Time divided by (B) the Equity Award Exchange Ratio (but in all cases subject to Sections 409A and 424(a) of the Code). In addition, restricted stock units held by non-employee directors of SkyWater will become fully vested and settled immediately prior to the Effective Time.

Additionally, the Merger Agreement provides, with respect to the SkyWater Employeee Stock Purchase Plan (the “ SkyWater ESPP ”), that (i) participation in the SkyWater ESPP shall be limited to those employees who are participants on the date of the Merger Agreement, (ii) except to the extent necessary to maintain the status of the SkyWater ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the Code and the Treasury Regulations thereunder, participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the Merger Agreement or make any separate non-payroll contributions to the SkyWater ESPP on or following the date of the Merger Agreement, (iii) no offering or purchase period shall be commenced after the date of the Merger Agreement, (iv) as of the earlier of the first scheduled purchase date following the date of the Merger Agreement or a date that is no later than the fifth trading day before the Effective Time, each participant’s then-outstanding share purchase right under the SkyWater ESPP shall be exercised and (v) the SkyWater ESPP shall terminate as of the Effective Time.

Representations and Warranties; Certain Covenants

The Merger Agreement contains customary representations and warranties of the parties relating to their respective businesses, financial statements and public filings, in each case generally subject to customary materiality qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of SkyWater, including covenants relating to conducting its business in the ordinary course consistent with past practice and to refrain from taking certain actions without the Company’s consent, covenants not to solicit proposals relating to alternative transactions or, subject to certain exceptions, enter into discussions concerning or provide information in connection with such alternative transactions and, subject to certain exceptions, covenants to recommend that SkyWater’s stockholders approve the Mergers and adopt the Merger Agreement (such recommendation, the “ SkyWater Recommendation ”). The Merger Agreement also provides for covenants of the Company, including certain actions that the Company must refrain from taking without SkyWater’s consent.

---
SEC Filing: sec.gov/…↗⧉
Accession: 0001193125-26-021616
Citation: mdck://IONQ/0001193125-26-021616/item_1_01_material_agreement#c0

End of section.

**Other sections in this filing:**
- `earnings_boilerplate` (Boilerplate) — ~857 words
- `earnings_document_map` (Document Map) — ~165 words
- `earnings_press_release` (Press Release (Narrative)) — ~1,874 words
- `earnings_supplemental_tables` (Supplemental Tables) — ~451 words
- `exhibit_press_release_03` (Press Release (EX-99.1)) — ~3,132 words
- `exhibit_press_release_04` (Press Release (EX-99.2)) — ~2,842 words
- `transcript_guidance` (Forward Guidance) — ~848 words
- `transcript_prepared_remarks` (Prepared Remarks) — ~5,246 words
- `transcript_qa_session` (Q&A Session) — ~7,241 words

_Drill in via `get_filing_section(cik="0001824920", accession_number="0001193125-26-021616", section_id="...")`._

# SKYT — earnings_income_statement
8-K Q4 FY2025 FY2025 (filed 2026-02-25)
~2,791 words | Chunks 1-1 of 1

**Q4 2025 Summary:** (income_statement, scale not detected)
*Period columns: Column 1: Q4 2025 [CURRENT]; Column 3: Q4 2024 [PRIOR]; Column 7: Q3 2025 [PRIOR]*

**Table 1** (income_statement, scale not detected)
*Period columns: Column 1: Q4 2025 [CURRENT]; Column 3: Q4 2024 [PRIOR]; Column 7: Q3 2025 [PRIOR]*

**Fiscal Year 2025 Summary:** (income_statement, scale not detected)
*Period columns: Column 1: FY2025 [CURRENT]; Column 3: FY2024 [PRIOR]*

**Table 3** (income_statement, scale not detected)
*Period columns: Column 1: FY2025 [CURRENT]; Column 3: FY2024 [PRIOR]*

**(Unaudited)** (income_statement, scale not detected)
*Period columns: Column 1: FY2025 [CURRENT]; Column 3: FY2025 [PRIOR]; Column 5: FY2024 [PRIOR]; Column 7: FY2025 [PRIOR]; Column 9: FY2024 [PRIOR]*

**Table 8** (income_statement, scale not detected)
*Period columns: Column 1: FY2025 [CURRENT]; Column 3: FY2025 [PRIOR]; Column 5: FY2024 [PRIOR]; Column 7: FY2025 [PRIOR]; Column 9: FY2024 [PRIOR]*

**Table 10** (income_statement, scale not detected)
*Period columns: Column 1: FY2025 [CURRENT]; Column 3: FY2025 [PRIOR]*

**Table 11** (income_statement, scale not detected)
*Period columns: Column 1: FY2025 [CURRENT]; Column 3: FY2025 [PRIOR]; Column 5: FY2024 [PRIOR]; Column 7: FY2025 [PRIOR]; Column 9: FY2024 [PRIOR]*

---
SEC Filing: sec.gov/…↗⧉
Accession: 0001819974-26-000005
Citation: mdck://SKYT/0001819974-26-000005/earnings_income_statement#c0

End of section.

**Other sections in this filing:**
- `earnings_balance_sheet` (Balance Sheet) — ~414 words
- `earnings_boilerplate` (Boilerplate) — ~140 words
- `earnings_cash_flow` (Cash Flow Statement) — ~495 words
- `earnings_document_map` (Document Map) — ~1,358 words
- `earnings_gaap_reconciliation` (GAAP Reconciliation) — ~631 words
- `earnings_press_release` (Press Release (Narrative)) — ~3,921 words
- `earnings_supplemental_tables` (Supplemental Tables) — ~338 words

_Drill in via `get_filing_section(cik="0001819974", accession_number="0001819974-26-000005", section_id="...")`._

[MORE: section has additional content — continue with offset=1 char_offset=4453 (total_chunks=2)]
# SKYT — earnings_press_release
8-K Q4 FY2025 FY2025 (filed 2026-02-25)
~4,606 words | Chunks 1-2 of 2

Exhibit 99.1

SkyWater Technology Reports Fourth Quarter and Full Fiscal Year 2025 Results

Record revenues and 29% year-over-year growth for fiscal year 2025 reflect acquisition of Fab 25 and strong momentum in quantum computing

BLOOMINGTON, Minn., – February 25, 2026 – SkyWater Technology, Inc. (NASDAQ: SKYT) today announced financial results for the fourth quarter and full fiscal year 2025 ended December 28, 2025.

Previously Announced Agreement to Acquire SkyWater Technology:

On January 26, 2026, IonQ (NYSE: IONQ), the world’s leading quantum company, and SkyWater Technology, the largest exclusively U.S.-based, pure-play semiconductor foundry, announced they had entered into a definitive agreement pursuant to which IonQ will acquire SkyWater for $35.00 per share in a cash-and-stock transaction. The transaction, which is expected to close in the second or third quarter of 2026, is subject to approval by SkyWater shareholders, receipt of required regulatory approvals and satisfaction of other customary closing conditions.

Recent Business Highlights:

• Record financial results and strong growth for fiscal 2025. SkyWater’s record revenues of $442.1 m illion for fiscal 2025 demonstrated strong growth compared to fiscal 2024, driven primarily by the acquisition of Fab 25. The 29% growth in revenues for the year likewise drove record gross profit, net income to shareholders, and Adjusted EBITDA.

• Strong momentum in quantum computing. SkyWater completed 2025 with eight commercial ATS (Advanced Technology Services) engagements with quantum computing companies. Quantum-related ATS revenues increased by over 30% in fiscal 2025.

• Strong results from Texas operations. Financial results from Fab 25 exceeded earlier expectations, with $175.6 million in total revenue recorded for the second half of fiscal 2025. Fab 25’s contributions to gross margin, net income to shareholders, and Adjusted EBITDA were likewise favorable to earlier expectations.

• Advanced Packaging revenues starting to ramp in Florida. Advanced Packaging facilitization progressed ahead of plan, with both ATS and Tools revenue in Florida exceeding earlier expectations for the fourth quarter.

Q4 2025 Summary:

* Amounts calculated based on figures reported in thousands

NM - Not meaningful

(1) ATS development revenue represents GAAP revenue primarily derived from process development services, tool installation and qualification services, facility and tool access, leases where SkyWater serves as lessor, and security services.

(2) Tools revenue represents GAAP revenue primarily derived from the procurement and subsequent sale of equipment to our customers. While this equipment is owned by our customers, the equipment is retained in one of our fabs and is used to complete ATS customer programs.

* Amounts calculated based on figures reported in thousands

Q4 2025 Results:

• Revenue: Legacy SkyWater revenue of $82.1 million increased 9% compared to the fourth quarter of 2024, and is inclusive of $53.2 million of ATS development revenue, $6.0 million of Wafer Services revenue and $22.9 million of Tools revenue. Legacy SkyWater ATS development revenue decreased 10% compared to the fourth quarter of 2024. Legacy SkyWater Wafer Services revenue increased 37% compared to the fourth quarter of 2024. Legacy SkyWater Tools revenue increased 95% compared to the fourth quarter of 2024. SkyWater Texas revenue was $89.0 million and is composed of Wafer Services revenue which includes revenues recognized on the off-market component of the supply agreement recorded as part of purchase accounting for Fab 25.

• Gross Profit: GAAP gross profit was $25.6 million, or 14.9% of total revenue, compared to gross profit of $19.3 million, or 25.6% of total revenue, in the fourth quarter of 2024. Non-GAAP gross profit was $27.9 million, or 16.3% of total revenue, compared to non-GAAP gross profit of $20.1 million, or 26.6% of total revenue, in the fourth quarter of 2024. Cost of revenue related to tooling installations in our Florida operations exceeded original program estimates by approximately $9.3 million as a result of inflation-related cost changes, leading to lower-than-expected gross profit for the fourth quarter of 2025.

• Operating Expenses: GAAP operating expenses were $25.5 million, compared to $16.6 million in the fourth quarter of 2024. Non-GAAP operating expenses were $20.7 million, compared to $14.8 million in the fourth quarter of 2024.

• Net Income (Loss): GAAP net loss to shareholders was $7.8 million, or $(0.16) per diluted share, compared to a net loss to shareholders of $0.7 million, or $(0.01) per diluted share, in the fourth quarter of 2024. Non-GAAP net loss to shareholders was $1.6 million, or $0.03 per diluted share, compared to a non-GAAP net income to shareholders of $1.9 million, or $0.04 per diluted share, in the fourth quarter of 2024.

• Adjusted EBITDA : Adjusted EBITDA was $21.0 million, or 12.3% of total revenue, compared to $10.2 million, or 13.5% of total revenue, in the fourth quarter of 2024.

A reconciliation between GAAP and non-GAAP financial measures is contained in the tables below in the section titled “Non-GAAP Financial Measures.”

Fiscal Year 2025 Summary:

* Amounts calculated based on figures reported in thousands.

NM - Not meaningful

(1) ATS development revenue represents GAAP revenue primarily derived from process development services, tool installation and qualification services, facility and tool access, leases where SkyWater serves as lessor, and security services.

(2) Tools revenue represents GAAP revenue primarily derived from the procurement and subsequent sale of equipment to our customers. While this equipment is owned by our customers, the equipment is retained in one of our fabs and is used to complete ATS customer programs.

* Amounts calculated based on figures reported in thousands.

NM - Not meaningful

Fiscal Year 2025 Results:

• Revenue: Legacy SkyWater revenue of $266.6 million decreased 22% year-over-year, and is inclusive of $212.5 million of ATS development revenue, $25.2 million of Wafer Services revenue and $28.9 million of Tools revenue. Legacy SkyWater ATS development revenue decreased 11% year-over-year. Legacy SkyWater Wafer Services revenue decreased 6% year-over-year. Legacy SkyWater Tools revenue decreased 62% year-over-year. SkyWater Texas revenue was $175.6 million and is composed of Wafer Services revenue which includes revenues recognized on the off-market component of the supply agreement recorded as part of purchase accounting for Fab 25.

• Gross Profit: GAAP gross profit was $86.9 million , or 19.7% of total revenue, compared to gross profit of $69.6 million , or 20.3% of total revenue, in 2024. Non-GAAP gross profit was $91.3 million , or 20.7% of total revenue, compared to non-GAAP gross profit of $72.0 million, or 21.0% of total revenue, in 2024.

• Operating Expenses: GAAP operating expenses were $89.5 million , compared to $63.1 million in 2024. Non-GAAP operating expenses were $72.9 million , compared to $56.0 million in 2024.

• Net Income (Loss): GAAP net income to shareholders was $118.9 million , or $2.44 per diluted share, compared to a net loss to shareholders of $6.8 million , or $(0.14) per diluted share, in 2024. Non-GAAP net income to shareholders was $0.7 million , or $0.01 per diluted share, compared to a non-GAAP net income to shareholders of  $2.7 million, or $0.06  per diluted share, in 2024.

• Adjusted EBITDA : Adjusted EBITDA was $53.2 million , or 12.0% of total revenue, compared to $34.3 million , or 10.0% of total revenue, in 2024.

A reconciliation between GAAP and non-GAAP financial measures is contained in the tables below in the section titled “Non-GAAP Financial Measures.”

About SkyWater Technology

SkyWater Technology (NASDAQ: SKYT) is securing America’s silicon foundation as the largest exclusively U.S.-based, pure-play semiconductor foundry. A trusted partner to both commercial customers and federal defense programs, SkyWater’s Technology as a Service model empowers innovators to bring emerging technologies like quantum computing and next-generation systems from concept to reality. With state-of-the-art facilities in Minnesota, Florida, and Texas, SkyWater specializes in foundational nodes and advanced packaging to support the nation’s critical infrastructure, strengthen supply chain resilience, and ensure long-term U.S. technology leadership. SkyWater is a DMEA-accredited Category 1A Trusted Foundry. To learn more, visit www.skywatertechnology.com.

Cautionary Statement Regarding Preliminary Results

The Company’s results for the fourth quarter and fiscal year ended December 28, 2025 are preliminary, unaudited and subject to the finalization of the Company’s fourth quarter review and full-year audit and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. The Company cautions that actual results may differ materially from those described in this press release.

Revision to Historical Financial Statements

As previously communicated, in the accompanying financial information, the Company has revised the beginning accumulated deficit balance as of January 1, 2024, the first day of the Company’s 2024 fiscal year, downward by $1.970 million to reflect the correction of overstatements of ATS development revenue from the Company’s 2022 and 2023 fiscal years. These revenue overstatements were immaterial to the consolidated financial statements of the Company for each respective fiscal year, as well as immaterial in the aggregate.

SkyWater Technology Forward-Looking Statements

Forward-looking statements are subject to risks, uncertainties and assumptions, which may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Key factors that could cause the Company’s actual results to be different than expected or anticipated include, but are not limited to: the inability to consummate the acquisition of SkyWater by IonQ (the “Transaction”) within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals or satisfy the other conditions to the consummation of the Transaction; the risk that the Transaction disrupts our current plans and operations or diverts management’s attention from its ongoing business; the effects of the Transaction on our business, operating results, and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom we do business; the risk that our stock price may decline significantly if the Transaction is not consummated; the nature, cost and outcome of any legal proceedings related to the Transaction; our goals and strategies; our future business development, financial condition and results of operations; our ability to operate our fabrication facilities at full capacity; our ability to appropriately respond to changing technologies on a timely and cost-effective basis; our customer relationships and our ability to retain and expand our customer relationships; the timing and amount of funding our customers are able to secure for their purchase commitments; our ability to accurately predict our future revenues for the purpose of appropriately budgeting and adjusting our expenses; our expectations regarding dependence on our largest customers; our ability to diversify and expand our customer base and develop relationships in new markets, our ability to integrate the operations of the Fab 25 facility with our operations and risks associated with operating the Fab 25 facility; the performance and reliability of our third-party suppliers and manufacturers; our ability to procure tools, materials, and chemicals; our ability to control costs, including our operating and capital expenses; the size and growth potential of the markets for our solutions, and our ability to serve and expand our presence in those markets; the level of demand in our customers’ end markets; our ability to attract, train and retain key qualified personnel; adverse litigation judgments, settlements or other litigation-related costs; changes in trade policies, including the imposition of or increase in tariffs; our ability to raise additional capital or financing; our ability to accurately forecast demand; changes in local, regional, national and international economic or political conditions, including those resulting from increases in inflation and interest rates, a recession, or intensified international hostilities; the level and timing of U.S. government program funding; our ability to maintain compliance with certain U.S. government contracting requirements; regulatory developments in the United States and foreign countries; our ability to protect our intellectual property rights; and other factors discussed in the “Risk Factors” section of the Annual Report on Form 10-K the Company filed with the SEC on March 14, 2025 and the Quarterly Reports on Form 10-Q the Company filed with the SEC on August 07, 2025 and November 12, 2025 and in other documents that the Company files with the SEC, which are available at sec.gov/…↗⧉. The Company assumes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

Important Information and Where to Find It

In connection with the Transaction, IonQ intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of IonQ common stock (the “IonQ Shares”) to be issued in the Transaction and a proxy statement for SkyWater’s stockholders (the “Proxy Statement/Prospectus”), and SkyWater intends to file with the SEC the Proxy Statement/Prospectus included in the Registration Statement. The definitive Proxy Statement/Prospectus (if and when available) will be mailed to stockholders of SkyWater. Each of IonQ and SkyWater may also file with or

furnish to the SEC other relevant documents regarding the Transaction. This press release is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other document that IonQ or SkyWater may file with the SEC or mail to SkyWater’s stockholders in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF IONQ AND SKYWATER ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING IONQ, SKYWATER, THE TRANSACTION AND RELATED MATTERS. The documents filed by IonQ and SkyWater with the SEC may be obtained free of charge through the website maintained by the SEC at www.sec.gov. The documents filed by IonQ with the SEC also may be obtained free of charge at IonQ’s website at investors.IonQ.com. The documents filed by SkyWater with the SEC also may be obtained free of charge at SkyWater’s website at ir.skywatertechnology.com.

Participants in the Solicitation

IonQ, SkyWater and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of SkyWater in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of IonQ and SkyWater and other persons who may be deemed to be participants in the solicitation of stockholders of SkyWater in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus, which will be filed with the SEC. Information about SkyWater’s directors and executive officers is set forth in SkyWater’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 8, 2025, SkyWater’s Annual Report on Form 10-K for the year ended December 29, 2024 and any subsequent filings with the SEC. Information about certain of IonQ’s directors and executive officers is set forth in IonQ’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 28, 2025 and any subsequent filings with the SEC. To the extent that holdings of SkyWater’s securities by the directors and executive officers of SkyWater have changed from the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the Transaction may be obtained by reading the Proxy Statement/Prospectus regarding the Transaction when it becomes available. Free copies of these documents may be obtained as described above.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Sourc e String : SkyWater Technology (SKYT-IR)

SkyWater Investor Contact: Claire McAdams | [email protected]

SKYWATER TECHNOLOGY, INC.

Consolidated Balance Sheets

(Unaudited)

SKYWATER TECHNOLOGY, INC.

Consolidated Statements of Operations

(Unaudited)

SKYWATER TECHNOLOGY, INC.

Consolidated Statements of Cash Flows

(Unaudited)

Supplemental GAAP Financial Information by Quarter

(1) ATS development revenue represents GAAP revenue primarily derived from process development services, tool installation and qualification services, facility and tool access, leases where SkyWater serves as lessor, and security services.

(2) Tools revenue and cost of tools revenue represents GAAP revenue and cost primarily derived from the procurement and subsequent sale of equipment to our customers. While this equipment is owned by our customers, the equipment is retained in one of our fabs and is used to complete ATS customer programs.

(3) SkyWater accounts for the impacts of customer contract modifications in accordance with GAAP.  Customer contract modifications that add or eliminate performance obligations and thereby change the scope of our customer programs often impact the revenue and/or cost of revenue associated with performance on customer programs. In the first quarter of 2024, we recorded a $8,004 charge to recognize future estimated losses for one significant customer program based on anticipated cost increases to complete the customer’s program. In the third quarter of 2024, we successfully modified a significant customer contract, which resulted in a decrease in our estimate of future costs to complete their program. The remaining $5,616 loss accrual recorded at the time the contract was modified was released, which reduced cost of revenue for the three-month period ended September 29, 2024.

Non-GAAP Financial Measures

We provide non-GAAP financial information that our management regularly evaluates 

---
SEC Filing: sec.gov/…↗⧉
Accession: 0001819974-26-000005
Citation: mdck://SKYT/0001819974-26-000005/earnings_press_release#c0

**Other sections in this filing:**
- `earnings_balance_sheet` (Balance Sheet) — ~414 words
- `earnings_boilerplate` (Boilerplate) — ~140 words
- `earnings_cash_flow` (Cash Flow Statement) — ~495 words
- `earnings_document_map` (Document Map) — ~1,358 words
- `earnings_gaap_reconciliation` (GAAP Reconciliation) — ~631 words
- `earnings_income_statement` (Income Statement) — ~2,791 words
- `earnings_supplemental_tables` (Supplemental Tables) — ~338 words

_Drill in via `get_filing_section(cik="0001819974", accession_number="0001819974-26-000005", section_id="...")`._

# SKYT — earnings_gaap_reconciliation
8-K Q4 FY2025 FY2025 (filed 2026-02-25)
~631 words | Chunks 1-1 of 1

**Supplemental GAAP Financial Information by Quarter** (gaap_reconciliation, scale not detected)
*Period columns: Column 1: Q4 2025 [CURRENT]; Column 3: Q3 2025 [PRIOR]; Column 5: Q2 2025 [PRIOR]; Column 7: Q1 2025 [PRIOR]; Column 9: Q4 2024 [PRIOR]; Column 11: Q3 2024 [PRIOR]; Column 13: Q2 2024 [PRIOR]; Column 15: Q1 2024 [PRIOR]*

---
SEC Filing: sec.gov/…↗⧉
Accession: 0001819974-26-000005
Citation: mdck://SKYT/0001819974-26-000005/earnings_gaap_reconciliation#c0

End of section.

**Other sections in this filing:**
- `earnings_balance_sheet` (Balance Sheet) — ~414 words
- `earnings_boilerplate` (Boilerplate) — ~140 words
- `earnings_cash_flow` (Cash Flow Statement) — ~495 words
- `earnings_document_map` (Document Map) — ~1,358 words
- `earnings_income_statement` (Income Statement) — ~2,791 words
- `earnings_press_release` (Press Release (Narrative)) — ~3,921 words
- `earnings_supplemental_tables` (Supplemental Tables) — ~338 words

_Drill in via `get_filing_section(cik="0001819974", accession_number="0001819974-26-000005", section_id="...")`._

# SKYT — earnings_balance_sheet
8-K Q4 FY2025 FY2025 (filed 2026-02-25)
~414 words | Chunks 1-1 of 1

**(Unaudited)** (balance_sheet, scale not detected)
*Period columns: Column 1: FY2025 [CURRENT]; Column 3: FY2024 [PRIOR]*

---
SEC Filing: sec.gov/…↗⧉
Accession: 0001819974-26-000005
Citation: mdck://SKYT/0001819974-26-000005/earnings_balance_sheet#c0

End of section.

**Other sections in this filing:**
- `earnings_boilerplate` (Boilerplate) — ~140 words
- `earnings_cash_flow` (Cash Flow Statement) — ~495 words
- `earnings_document_map` (Document Map) — ~1,358 words
- `earnings_gaap_reconciliation` (GAAP Reconciliation) — ~631 words
- `earnings_income_statement` (Income Statement) — ~2,791 words
- `earnings_press_release` (Press Release (Narrative)) — ~3,921 words
- `earnings_supplemental_tables` (Supplemental Tables) — ~338 words

_Drill in via `get_filing_section(cik="0001819974", accession_number="0001819974-26-000005", section_id="...")`._

[MORE: section has additional content — continue with offset=4 char_offset=1609 (total_chunks=0)]
# IONQ — exhibit_press_release_03
8-K   (filed 2026-01-26)

EX-99.1 4 d10479dex991.htm EX-99.1 EX-99.1 EXHIBIT 99.1 IonQ to Acquire SkyWater Technology, Creating the Only Vertically Integrated Full-Stack Quantum Platform Company Accelerates IonQ’s Fault-Tolerant Quantum Computing Roadmap through Embedded Access to a Trusted U.S. Foundry, Positioning IonQ as the Quantum Partner for the U.S. Government, Allies, and Partners 200,000 Qubit QPUs Enabling 8,000 Ultra-High Fidelity Logical Qubits Expected to Start Functional Testing in 2028; Accelerates 2,000,000 Qubit Chip by Up to a Year Facilitates Secure End-to-End Design through Delivery of IonQ’s Platform of Next-Generation Quantum Computing, Quantum Networking, Quantum Security, and Quantum Sensing Technologies SkyWater Will Continue to Serve Customers as a Pure-Play Semiconductor Foundry and Merchant Supplier Companies to Host Joint Webcast Today at 8:30 a.m. ET COLLEGE PARK, Md. and BLOOMINGTON, Minn. – January 26, 2026 – IonQ (NYSE: IONQ), the world’s leading quantum company, and SkyWater Technology (NASDAQ: SKYT), the largest exclusively U.S.-based, pure-play semiconductor foundry, today announced they have entered into a definitive agreement pursuant to which IonQ will acquire SkyWater for $35.00 per share in a cash-and-stock transaction, subject to a collar, implying a total equity value of approximately $1.8 billion. “This transformational acquisition enables IonQ to materially accelerate its quantum computing roadmap and secure its fully scalable supply chain domestically. With secure, U.S.-based design, packaging and chip fabrication – IonQ will benefit from vertical integration across our increasingly interlinked quantum computing, quantum networking, quantum security, and quantum sensing applications for land, sea, air, and space,” said Niccolo de Masi, IonQ Chairman and Chief Executive Officer. “We are confident that uniting our revolutionary quantum platform with SkyWater’s leading capabilities in parallel innovation, engineering, and manufacturing, will accelerate America’s ability to deploy quantum technology for mission critical applications. This historic transaction will significantly accelerate commercialization of our fully fault-tolerant quantum computers and benefit our nation’s broader quantum industry, enhancing our national security, economic strength, and technological superiority.” Mr. de Masi continued, “SkyWater is an unrivaled technology innovation partner, and with IonQ’s existing quantum sensing and quantum networking capabilities it will become the preeminent quantum merchant supplier under the continued leadership of Thomas Sonderman. Together, we remain committed to redefining what is possible for business, government, and society in the quantum era while unlocking long-term value for shareholders of both companies.” “This combination marks a pivotal moment in SkyWater’s evolution,” said Thomas Sonderman, Chief Executive Officer of SkyWater Technology. “As the largest pure-play semiconductor foundry based in the U.S., SkyWater is already the partner of choice for advanced development and manufacturing services in both the public and private sectors as quantum computing and manufacturing increasingly align. Joining forces with IonQ will accelerate multiple engineering pathways for next-generation quantum chips, delivering speed, precision, and scale. Importantly, SkyWater remains fully committed to all of our semiconductor foundry customers and will continue as the quantum merchant supplier of choice with an even broader set of quantum sensing and quantum networking solutions for all of our customers and partners.” The combination of IonQ and SkyWater will create the first of its kind, vertically integrated quantum platform company. In addition to strengthening IonQ’s position as a trusted ecosystem partner and merchant supplier in aerospace and defense, the combined company will be positioned to continue delivering innovative breakthroughs for customers across industries, including pharmaceuticals, finance, and cloud and enterprise computing, among others. IonQ’s proprietary technology and architecture, combined with SkyWater’s world-class onshore R&D and manufacturing capabilities and differentiated development services, will create a full quantum ecosystem. Following the close of the transaction, SkyWater will operate as a wholly owned subsidiary under the SkyWater name serving a full range of customers. Mr. Sonderman will lead the subsidiary and report to Mr. de Masi, which will ensure the continued delivery of industry-leading Advanced Technology Services, Wafer Services, and Advanced Packaging Services as well as atomic clocks and quantum interconnects to all SkyWater customers. Transaction Rationale • Accelerates Roadmap to Fault-Tolerant Quantum Computing: With SkyWater, IonQ strengthens its position as the only vertically integrated full-stack quantum platform company, with embedded access to a Trusted U.S. foundry.

IonQ’s manufacturing timelines are expected to accelerate through reduced wafer iteration times and parallelizing wafer prototypes. As a result, the combined company is expected to pull forward functional testing of its 200,000 qubit QPUs in 2028 enabling over 8,000 ultra-high fidelity logical qubits. We believe that IonQ will be positioned as a core quantum computing, quantum networking, quantum security, and quantum sensing provider for the U.S. government, allies and partners. SkyWater will also help ensure accelerated innovation and high-quality manufacturability at scale and with industry-leading costs for IonQ’s technologies. • Strengthens IonQ’s Position as a Trusted Government Partner with DMEA Category 1 Trusted Accreditation: The combination will support IonQ’s recently launched IonQ Federal division, supporting the federal and defense sectors with cutting-edge quantum solutions. Upon close, IonQ will have an end-to-end quantum supply chain in the U.S., from design and prototyping through manufacturing, packaging, deployment, and ongoing service upgrades. This will allow IonQ to securely support multiple important Department of War programs, such as the Microelectronics Commons network to support warfighter applications, and address critical national security vulnerabilities. • Enables SkyWater to Continue Serving as a Semiconductor Foundry and Merchant Supplier: SkyWater remains committed to its current Aerospace and Defense and commercial markets and will continue as a pure-play global semiconductor foundry and merchant supplier, providing new and existing customers with the same high-quality standards they have come to expect. SkyWater will also deliver essential technology building blocks to other companies that are focused on advancing artificial intelligence, quantum computing, electrification, IoT, health diagnostics, and more. SkyWater will also be able to offer IonQ’s industry-leading quantum sensors and quantum networking solutions to SkyWater customers and partners. • Brings Together Highly Talented Engineering Teams to Advance Innovation and Broaden Reach: We believe that IonQ and SkyWater have some of the most talented employees in the industry. The combined company’s employees will be uniquely capable of advancing technology to solve the world’s most complex problems and help ensure America prevails in the quantum era. • Maintains Strong Balance Sheet to Facilitate Continued Growth: The cash and stock transaction structure allows IonQ to maintain ample runway for growth and preserve the Company’s financial flexibility to continue accelerating quantum commercialization. Transaction Details Under the terms of the agreement, SkyWater shareholders will receive $15.00 in cash and $20.00 in shares of IonQ common stock, subject to a collar, for each share of SkyWater common stock held at close of the transaction. The purchase price represents a 38.0% premium to the 30-day volume-weighted average price of SkyWater shares as of market close on January 23, 2026. The stock component is subject to a collar under which SkyWater shareholders will receive IonQ stock valued at $20.00 per SkyWater share, based on the 20-day volume weighted average price of IonQ stock as of three business days before closing, unless such volume-weighted average is greater than $60.13 per share, in which case SkyWater shareholders will receive 0.3326 IonQ shares per SkyWater share, or less than $37.99 per share, in which case SkyWater shareholders will receive 0.5265 IonQ shares per SkyWater share. SkyWater shareholders will own between 4.4% and 6.7% of the combined company under the collar. SkyWater will maintain its headquarters in Bloomington, Minnesota and its facilities in Minnesota, Florida, and Texas will serve as Regional Quantum Production Hubs. The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in the second or third quarter of 2026, subject to approval by SkyWater shareholders, receipt of required regulatory approvals and satisfaction of other customary closing conditions. In light of the pending transaction, SkyWater’s previously scheduled investor day will not be held in March 2026. The combined company is expected to hold an investor event in the third quarter of 2026. IonQ 2025 Financial Outlook IonQ expects to deliver full year 2025 revenue results at the high end or above its previously announced range of $106 million to $110 million when it reports its fourth quarter and full year 2025 earnings results next month. Webcast Information IonQ and SkyWater will host a joint webcast today at 8:30 a.m. ET to discuss the transaction in greater detail. To access the webcast and view presentation slides, please register at: event.choruscall.com/…/webcast.html↗⧉ .

The live broadcast and associated presentation will also be available on the investor relations section of IonQ’s website at investors.ionq.com/…↗⧉ and SkyWater’s website at ir.skywatertechnology.com/…↗⧉ . Advisors Cantor Fitzgerald & Co. and BofA Securities are serving as financial advisors, Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor, and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to IonQ. Goldman, Sachs & Co. is serving as exclusive financial advisor, Foley & Lardner LLP is serving as legal advisor, and FGS Global is serving as strategic communications advisor to SkyWater. 
[BOILERPLATE_ABOUT_COMPANY]
About IonQ IonQ, Inc. (NYSE: IONQ) is the world’s leading quantum platform company delivering solutions for quantum computing, networking, sensing, and security. IonQ’s newest generation of quantum computers, the forthcoming IonQ Tempo, will be the latest in a line of cutting-edge systems that have been helping customers and partners including Amazon Web Services, AstraZeneca, and NVIDIA achieve 20x performance results and accelerate innovation in drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense. In 2025, the company achieved 99.99% two-qubit gate fidelity, setting a world record in quantum computing performance. Headquartered in College Park, Maryland, IonQ has more than 1,300 employees at operations in California, Colorado, Massachusetts, Tennessee, Washington, Italy, South Korea, Sweden, Switzerland, Toronto, and the United Kingdom. Our quantum computing services are available through all major cloud providers, while we also meet the needs of networking and sensing customers across land, sea, air, and space. IonQ is making quantum platforms more accessible and impactful than ever before. Learn more at IonQ.com. About SkyWater SkyWater Technology (NASDAQ: SKYT) is securing America’s silicon foundation as the largest U.S.-based, pure-play semiconductor foundry. A trusted partner to both commercial customers and federal defense programs, SkyWater’s Technology as a Service model empowers innovators to bring emerging technologies like quantum computing and next-generation systems from concept to reality. With state-of-the-art facilities in Minnesota, Florida, and Texas, SkyWater specializes in foundational nodes and advanced packaging to support the nation’s critical infrastructure, strengthen supply chain resilience, and ensure long-term U.S. technology leadership. SkyWater is a DMEA-accredited Category 1A Trusted Foundry. To learn more, visit www.skywatertechnology.com . Important Information and Where to Find It In connection with the acquisition described in this press release (the “Transaction”), IonQ intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”, which will include a prospectus with respect to the shares of IonQ common stock (the “IonQ Shares”) to be issued in the Transaction and a proxy statement for SkyWater’s stockholders (the “Proxy Statement/Prospectus”), and SkyWater intends to file with the SEC the proxy statement. The definitive proxy statement (if and when available following the effectiveness of the Registration Statement) will be mailed to stockholders of SkyWater. Each of IonQ and SkyWater may also file with or furnish to the SEC other relevant documents regarding the Transaction. This press release is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other document that IonQ or SkyWater may file with the SEC or mail to SkyWater’s stockholders in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF IONQ AND SKYWATER ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING IONQ, SKYWATER, THE TRANSACTION AND RELATED MATTERS. The documents filed by IonQ with the SEC also may be obtained free of charge at IonQ’s website at investors.IonQ.com. The documents filed by SkyWater with the SEC also may be obtained free of charge at SkyWater’s website at ir.skywatertechnology.com. Participants in the Solicitation IonQ, SkyWater and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of SkyWater in connection with the Transaction under the rules of the SEC.
[/BOILERPLATE_ABOUT_COMPANY]


Information about the interests of the directors and executive officers of IonQ and SkyWater and other persons who may be deemed to be participants in the solicitation of stockholders of SkyWater in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus, which will be filed with the SEC. Information about SkyWater’s directors and executive officers is set forth in SkyWater’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 8, 2025, SkyWater’s Annual Report on Form 10-K for the year ended December 29, 2024 and any subsequent filings with the SEC. Information about certain of IonQ’s directors and executive officers is set forth in IonQ’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 28, 2025 and any subsequent filings with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the Transaction may be obtained by reading the Proxy Statement/Prospectus regarding the Transaction when it becomes available. Free copies of these documents may be obtained as described above. No Offer or Solicitation This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Note to Investors Regarding Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements are based on IonQ’s and SkyWater’s current expectations, estimates and projections about the expected date of closing of the Transaction and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by IonQ and SkyWater, all of which are subject to change. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the Transaction or to make or take any filing or other action required to consummate the Transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.

Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of SkyWater’s and IonQ’s businesses and other conditions to the completion of the Transaction; (ii) failure to realize the anticipated benefits of the Transaction, including as a result of delay in completing the Transaction or integrating the businesses of IonQ and SkyWater; (iii) IonQ’s and SkyWater’s ability to implement their business strategies; (iv) potential litigation relating to the Transaction that could be instituted against IonQ, SkyWater or their respective directors; (v) the risk that disruptions from the Transaction will harm IonQ’s or SkyWater’s businesses, including current plans and operations; (vi) the ability of IonQ or SkyWater to retain and hire key personnel; (vii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the Transaction; (viii) uncertainty as to the long-term value of the IonQ Shares; (ix) legislative, regulatory and economic developments affecting IonQ’s and SkyWater’s businesses; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which Ion

---
SEC Filing: sec.gov/…↗⧉
Accession: 0001193125-26-021616
Citation: mdck://IONQ/0001193125-26-021616/exhibit_press_release_03#c0

**Other sections in this filing:**
- `earnings_boilerplate` (Boilerplate) — ~857 words
- `earnings_document_map` (Document Map) — ~165 words
- `earnings_press_release` (Press Release (Narrative)) — ~1,874 words
- `earnings_supplemental_tables` (Supplemental Tables) — ~451 words
- `exhibit_press_release_04` (Press Release (EX-99.2)) — ~2,842 words
- `item_1_01_material_agreement` (Entry into a Material Definitive Agreement) — ~2,846 words
- `transcript_guidance` (Forward Guidance) — ~848 words
- `transcript_prepared_remarks` (Prepared Remarks) — ~5,246 words
- `transcript_qa_session` (Q&A Session) — ~7,241 words

_Drill in via `get_filing_section(cik="0001824920", accession_number="0001193125-26-021616", section_id="...")`._

223280

1701280

200056

2000.056

4.07147704139335

4.523990047500566

33.83458646616541

37.59503759398496

DigestPayload · 6,827 chars

Here is the full analysis.

---

## IonQ / SkyWater Technology — Acquisition Valuation Analysis

### Sources
| Filing | Filed | Accession |
|---|---|---|
| IonQ 8-K (merger announcement) | 2026-01-26 | 0001193125-26-021616 |
| SkyWater 8-K (FY2025 results) | 2026-02-25 | 0001819974-26-000005 |

Both are on or before the vantage date (2026-03-01). ✓

---

### Step 1 — Transaction Equity Value

Per the merger announcement (IonQ 8-K, 2026-01-26, EX-99.1):
- Consideration: **$35.00/share** ($15.00 cash + $20.00 IonQ stock, subject to collar)
- Announced implied equity value: **~$1.800 billion** (fully diluted)
- 38.0% premium to 30-day VWAP as of January 23, 2026

Cross-check on basic shares:
- Shares outstanding (Dec 28, 2025 balance sheet): **48,608 thousand**
- 48,608k × $35.00 = **$1,701,280k = $1,701.28M**
- Gap to $1.8B (~$98.7M) = dilutive options and RSUs converting at deal close (~2.8M implied incremental diluted shares)

**I use the announced $1,800M as the stated equity transaction value.**

---

### Step 2 — Net Debt → Enterprise Value

From SkyWater balance sheet, FY2025 ended December 28, 2025 (8-K filed 2026-02-25, in thousands):

| Item | Amount ($k) |
|---|---|
| Short-term financing (net of issuance costs) | 184,402 |
| Current portion of long-term debt | 5,838 |
| Long-term debt (net of issuance costs) | 33,040 |
| **Total debt** | **223,280** |
| Less: Cash and cash equivalents | (23,224) |
| **Net debt** | **200,056** |

**Net debt = $200.1M**

**Enterprise Value (EV) = $1,800.0M + $200.1M = $2,000.1M**

---

### Step 3 — SkyWater FY2025 Financial Results

From SkyWater 8-K filed 2026-02-25 (preliminary, unaudited):

**Revenue reconciliation (in $k):**

| Quarter | Legacy SKYT | SkyWater Texas (Fab 25) | Total |
|---|---|---|---|
| Q1 2025 | 61,296 | — | 61,296 |
| Q2 2025 | 59,063 | — | 59,063 |
| Q3 2025 | 64,127 | 86,614 | 150,741 |
| Q4 2025 | 82,071 | 88,969 | 171,040 |
| **FY2025** | **266,557** | **175,583** | **442,140** |

**FY2025 Revenue = $442.1M** (matches press release: "record revenues of $442.1 million")

**Adjusted EBITDA:**
| Period | Adj EBITDA ($k) | Margin |
|---|---|---|
| Q3 2025 | 25,821 | 17.1% |
| Q4 2025 | 21,046 | 12.3% |
| **FY2025** | **53,200** | **12.0%** |

**FY2025 Adjusted EBITDA = $53.2M** (press release: "Adjusted EBITDA was $53.2 million"; H1 implied: $53,200 − $25,821 − $21,046 = $6,333k, consistent with Fab 25 only consolidating in H2)

---

### Step 4 — Valuation Multiples

#### Transaction Value / FY Revenue

| Basis | Numerator | Denominator | Multiple |
|---|---|---|---|
| Equity Value | $1,800.0M | $442.1M | **4.07x** |
| Enterprise Value | $2,000.1M | $442.1M | **4.52x** |

#### Transaction Value / FY Adjusted EBITDA

| Basis | Numerator | Denominator | Multiple |
|---|---|---|---|
| Equity Value | $1,800.0M | $53.2M | **33.83x** |
| Enterprise Value | $2,000.1M | $53.2M | **37.60x** |

---

### Step 5 — Valuation Driver Assessment

**Does this reflect foundry economics?** No.

A domestic specialty foundry with 12.0% Adj EBITDA margins would trade at 1.5–3.0x EV/Revenue and 10–18x EV/EBITDA in an arm's-length M&A context (Tower Semiconductor: ~5–6x EV/Rev but with higher margins; GlobalFoundries IPO: ~5x EV/Rev but at 20%+ EBITDA margins). SkyWater's thin margin structure (12.0%) would put a pure-foundry acquirer's fair value around 1.5–2.5x EV/Revenue, or well below the observed 4.52x.

**Does strategic domestic manufacturing explain it?** Partially.

SkyWater's DMEA Category 1A Trusted Foundry accreditation is extremely rare and commands a meaningful premium over comparable non-accredited foundries. Domestic-only U.S. fabs that supply defense programs carry scarcity value that generic foundry comps don't capture. This explains perhaps 0.5–1.0x turns of the revenue premium above the foundry baseline—but cannot explain a 37–38x EV/EBITDA multiple.

**Dominant driver: quantum vertical-integration premium.**

The IonQ press release explicitly frames the deal as:
> *"IonQ will benefit from vertical integration across our increasingly interlinked quantum computing, quantum networking, quantum security, and quantum sensing applications"*

IonQ is not buying SkyWater for its current earnings power. At 37.60x EV/Adj EBITDA, IonQ is paying for:
1. **Embedded foundry access** — eliminating single-source wafer iteration risk for quantum chip development, expected to pull forward the 200,000-qubit QPU functional testing to 2028.
2. **DMEA Category 1A Trusted Foundry status** — the only domestic fab with both quantum-process capability and DMEA accreditation, enabling IonQ Federal's positioning as a defense/intelligence quantum supplier.
3. **Supply chain control** — IonQ CEO: "secure its fully scalable supply chain domestically... from design and prototyping through manufacturing, packaging, deployment."

The 38% premium to VWAP and ~37.6x EV/Adj EBITDA are well outside any rational foundry comp set, and align exactly with a strategic acquirer paying for captive access to unique capability it cannot build or replicate domestically on a comparable timeline.

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FINAL ANSWER:
**Transaction (announced 2026-01-26):** $35.00/share ($15 cash + $20 IonQ stock); IonQ 8-K announced implied equity value ≈ $1,800M (fully diluted). Basic share check: 48,608k shares × $35 = $1,701.3M; ~$98.7M gap = dilutive equity awards at close.

**SkyWater net debt (Dec 28, 2025 balance sheet):** Total debt = $184,402k + $5,838k + $33,040k = $223,280k; Cash = $23,224k; Net debt = $200,056k = $200.1M.

**Enterprise Value = $1,800.0M + $200.1M = $2,000.1M**

**FY2025 Revenue = $442.1M** (SkyWater 8-K filed 2026-02-25; Q1 $61.3M + Q2 $59.1M + Q3 $150.7M + Q4 $171.0M = $442.1M)

**FY2025 Adjusted EBITDA = $53.2M** (12.0% margin; from GAAP reconciliation in same 8-K)

**Implied Transaction Value / FY Revenue:**
- Equity-value basis: $1,800.0M ÷ $442.1M = **4.07x**
- Enterprise-value basis: $2,000.1M ÷ $442.1M = **4.52x**

**Transaction Value / FY Adjusted EBITDA:**
- Equity-value basis: $1,800.0M ÷ $53.2M = **33.83x**
- Enterprise-value basis: $2,000.1M ÷ $53.2M = **37.60x**

**Valuation driver: quantum vertical-integration premium.** At 37–38x EV/Adj EBITDA, the multiple is 2–4x above any semiconductor foundry comp (Tower Semi, GF: 10–18x EV/EBITDA; SkyWater's own 12% Adj EBITDA margin precludes pure foundry justification). The deal price reflects IonQ paying for captive access to the only DMEA Category 1A Trusted Foundry with active quantum-process development capability—securing its chip fabrication supply chain for future fault-tolerant quantum products—not for SkyWater's near-term earnings power. The domestic manufacturing scarcity premium is a reinforcing factor, but the quantum vertical-integration strategic rationale is the primary driver of the extraordinary multiple.