IonQ, Inc. 8-K

What Happened
IonQ, Inc. and SkyWater Technology, Inc. entered into a definitive Agreement and Plan of Merger dated January 25, 2026 (announced January 26, 2026). Under the deal each outstanding SkyWater share will convert into $15.00 in cash plus a number of IonQ shares determined by an exchange ratio tied to IonQ’s 20‑day VWAP (with collars: 0.3326 shares if IonQ price ≥ $60.13; 0.5265 shares if ≤ $37.99). The boards of both companies unanimously approved the Merger Agreement. Closing requires SkyWater stockholder approval, HSR and other regulatory clearances, NYSE listing authorization and effectiveness of a Form S‑4 registration statement.

Key Details

• Consideration: $15.00 cash per SkyWater share + stock consideration equal to Exchange Ratio (formula: $20 ÷ IonQ 20‑day VWAP prior to closing; collars apply). Fractional shares paid in cash.
• Employee awards / ESPP: SkyWater options/RSUs will convert into IonQ awards using an Equity Award Exchange Ratio; non‑employee director RSUs fully vest and settle pre‑closing. SkyWater ESPP participation is frozen and the plan will terminate at closing.
• Break/termination provisions: SkyWater must pay IonQ a termination fee of $51,573,958.07 in certain circumstances. If the deal fails due to unresolved antitrust/regulatory issues by the deadline, IonQ will purchase 2,857,143 newly issued SkyWater shares for $100,000,000 (subject to customary listing/resale facilitation).
• Voting support: Holders representing ~19.87% of SkyWater’s voting power agreed to vote in favor of the merger and related actions.

Why It Matters
This is a strategic acquisition financed with both cash and IonQ stock, so the transaction will result in issuance of IonQ shares (potential dilution) and conversion of SkyWater equity awards into IonQ awards. The deal is subject to shareholder and regulator approvals (including HSR clearance and an S‑4/NYSE listing), so closing is not guaranteed. The agreement includes a substantial SkyWater termination fee and a specific backstop equity purchase if regulators block the deal, both of which are material to investors evaluating transaction risk and potential balance‑sheet impacts. Investors should review the forthcoming Form S‑4/proxy statement for full deal economics, timing and risks.