skyt-20260628

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 28, 2026


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-40345

______________________

SkyWater Technology, LLC*

(Exact name of registrant as specified in its charter)

______________________


Delaware			85-2992192
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2401 East 86th Street, Bloomington, Minnesota 55425

(Address of registrant’s principal executive offices and zip code)

Registrant’s telephone number, including area code: (952) 851-5200

______________________

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class

Trading
Symbol

Name of Each Exchange
on Which Registered

Common stock, par value $0.01 per share

SKYT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 17(a)(2)(B) of the Securities Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

On July 30, 2026, the number of shares of common stock, $0.01 par value, outstanding was 49,423,188.

*In connection with the completion of the Mergers on July 31, 2026 (as defined herein), the Registrant merged with and into SkyWater Technology, LLC (formerly known as Iris Merger Subsidiary 2 LLC), with SkyWater Technology, LLC surviving the merger.

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SkyWater Technology, LLC

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		Page No.

Forward-Looking Statements		3

PART I. FINANCIAL INFORMATION		5

Item 1.	Financial Statements	5

	Condensed Consolidated Balance Sheets	5

	Condensed Consolidated Statements of Operations	6

	Condensed Consolidated Statements of Shareholders’ Equity	7

	Condensed Consolidated Statements of Cash Flows	9

	Notes to Condensed Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	46

PART II. OTHER INFORMATION		48

Item 1.	Legal Proceedings	48

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3.	Defaults Upon Senior Securities	48

Item 4.	Mine Safety Disclosures	48

Item 5.	Other Information	48

Item 6.	Exhibits	49

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that SkyWater Technology, Inc. (“SkyWater,” the “Company,” “we,” “us,” or “our”) believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including, without limitation, our expectations regarding our business, results of operations, financial condition and prospects, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “seek,” “potential,” “believe,” “will,” “could,” “should,” “would,” and “project” or the negative thereof or variations thereon or similar words or expressions that convey the uncertainty of future events or outcomes are generally intended to identify forward-looking statements.

Our forward-looking statements are subject to a number of risks, uncertainties, and assumptions. Key factors that may affect our results include, among others, the following:

•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;

•our increased indebtedness as a result of the Fab 25 facility acquisition;

•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;

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•risks and uncertainties associated with the Mergers (as defined below) with IonQ (as defined below), including the following:

◦IonQ’s ability to integrate SkyWater’s operations in a successful manner and in the expected time period following consummation of the Mergers;

◦the possibility that any of the anticipated benefits and projected synergies of the transaction will not be realized or will not be realized within the expected time period;

◦risks that the anticipated tax treatment of the transaction is not obtained, or other unforeseen or unknown liabilities;

◦customer or other stakeholder support, or unexpected future capital expenditures;

◦potential litigation relating to the transaction that could be instituted against IonQ and SkyWater or their respective directors, and the possibility that the transaction may have been more expensive to complete than anticipated, including as a result of unexpected factors or events;

◦the effect of the transaction on the parties’ business relationships and business generally, and the risks that the transaction disrupts current plans and operations of IonQ or SkyWater and potential difficulties in SkyWater employee retention as a result of the transaction, as well as the risk of disruption of IonQ’s or SkyWater’s management and business disruption following the transaction;

◦uncertainties as to whether the transaction will achieve its anticipated economic benefits;

◦negative effects of the acquisition on the market price of IonQ’s common stock and/or IonQ’s or SkyWater’s operating results; and

•other factors disclosed in the section entitled “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025 and this Quarterly Report on Form 10-Q.

Moreover, our business, results of operations, financial condition, and prospects may be affected by new risks that could emerge from time to time. In light of these risks, uncertainties and assumptions, the forward-looking events and outcomes discussed in this Quarterly Report on Form 10-Q may not occur and our actual results could differ materially and adversely from those expressed or implied in the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should not rely on forward-looking statements as predictions of future events or outcomes. Although we believe that the expectations reflected in the forward-looking statements are reasonable, the results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements may not be achieved or occur.

The forward-looking statements in this Quarterly Report on Form 10-Q represent our views only as of the date hereof. We anticipate that subsequent events and developments will cause our views to change. However, we undertake no obligation to update publicly any forward-looking statements to conform such statements to changes in expectations or to actual results, or for any other reason, except as required by law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date hereof.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Balance Sheets

(unaudited in thousands, except per share data)


	June 28, 2026		December 28, 2025

Assets
Current assets
Cash and cash equivalents	$	12,582	$	23,224
Accounts receivable (net of allowance for credit losses of $16 and $80, respectively)	92,742		100,083
Contract assets (net of allowance for credit losses of $2 and 26, respectively)	30,694		18,020
Inventory	26,232		24,600
Prepaid expenses and other current assets	17,465		27,269
Total current assets	179,715		193,196
Property and equipment, net	498,084		511,720
Intangible assets, net	13,671		9,168
Other assets	30,996		19,823
Total assets	$	722,466	$	733,907
Liabilities and shareholders’ equity
Current liabilities
Current portion of long-term debt	$	9,783	$	5,940
Accounts payable	36,281		34,871
Accrued expenses	64,443		56,612
Short-term financing, net of unamortized debt issuance costs	182,496		184,402
Contract liabilities	24,868		42,195
Income taxes payable	176		—
Total current liabilities	318,047		324,020
Long-term liabilities
Long-term debt, less current portion and net of unamortized debt issuance costs	61,066		32,939
Long-term contract liabilities	124,946		149,470
Deferred income tax liability, net	5,660		6,369
Other long-term liabilities	26,953		25,297
Total long-term liabilities	218,625		214,075
Total liabilities	536,672		538,095
Commitments and contingencies (Note 10)
Shareholders’ equity
Preferred stock, $0.01 par value per share (80,000 shares authorized; zero shares issued and outstanding as of June 28, 2026 and December 28, 2025)	—		—
Common stock, $0.01 par value per share (200,000 shares authorized; 48,176 and 48,608 shares issued and outstanding as of June 28, 2026 and December 28, 2025, respectively)	497		489
Additional paid-in capital	210,592		202,386
Accumulated deficit	(33,742)		(15,056)
Total shareholders’ equity, SkyWater Technology, Inc.	177,347		187,819
Noncontrolling interests	8,447		7,993
Total shareholders’ equity	185,794		195,812
Total liabilities and shareholders’ equity	$	722,466	$	733,907

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Statements of Operations

(unaudited in thousands, except per share data)


	Three-Month Period Ended				Six-Month Period Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

Revenue	$	156,377	$	59,063	$	317,063	$	120,359
Cost of revenue	121,166		48,164		249,700		95,203
Gross profit	35,211		10,899		67,363		25,156
Research and development expense	5,656		3,368		10,652		6,617
Selling, general, and administrative expense	27,644		14,009		60,077		29,038
Operating income (loss)	1,911		(6,478)		(3,366)		(10,499)
Other income (expense):

Interest expense	(7,049)		(1,637)		(13,208)		(3,450)
Total other income (expense)	(7,049)		(1,637)		(13,208)		(3,450)
Loss before income taxes	(5,138)		(8,115)		(16,574)		(13,949)
Income tax expense (benefit)	22		742		(262)		1,126
Net loss	(5,160)		(8,857)		(16,312)		(15,075)
Less: net income attributable to noncontrolling interests	1,218		1,121		2,374		2,248
Net loss attributable to SkyWater Technology, Inc.	$	(6,378)	$	(9,978)	$	(18,686)	$	(17,323)
Net loss per share attributable to common shareholders, basic and diluted	$	(0.13)	$	(0.21)	$	(0.38)	$	(0.36)
Weighted average shares used in computing net loss per common share, basic and diluted	49,240		48,091		49,010		47,943

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Statements of Shareholders’ Equity

For the Three-Month Periods Ended June 28, 2026 and June 29, 2025

(unaudited in thousands)


	Preferred Stock	Common Stock		Additional Paid-in Capital			Accumulated Deficit	Total Shareholders’ Equity, SkyWater Technology, Inc.			Noncontrolling Interests		Total Shareholders’ Equity
			Shares			Amount				Shares					Amount
Balance at March 30, 2025			—	$	—		48,034	$	484		$	192,264	$	(141,311)		$	51,437	$	6,029	$	57,466
Issuance of common stock pursuant to equity compensation plans			—	—			123	1			(535)		—			(534)		—		(534)
Equity-based compensation			—	—			—	—			2,341		—			2,341		—		2,341
Distribution to noncontrolling interest			—	—			—	—			—		—			—		(420)		(420)
Net (loss) income			—	—			—	—			—		(9,978)			(9,978)		1,121		(8,857)
Balance at June 29, 2025			—	$	—		48,157	$	485		$	194,070	$	(151,289)		$	43,266	$	6,730	$	49,996

Balance at March 29, 2026			—	$	—		49,157	$	495		$	207,091	$	(27,364)		$	180,222	$	7,633	$	187,855




Issuance of common stock pursuant to equity compensation plans			—	—			208	2			334		—			336		—		336
Equity-based compensation			—	—			—	—			3,167		—			3,167		—		3,167

Distribution to noncontrolling interest			—	—			—	—			—		—			—		(404)		(404)
Net (loss) income			—	—			—	—			—		(6,378)			(6,378)		1,218		(5,160)
Balance at June 28, 2026			—	$	—		49,365	$	497		$	210,592	$	(33,742)		$	177,347	$	8,447	$	185,794

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Statements of Shareholders’ Equity

For the Six-Month Periods Ended June 28, 2026 and June 29, 2025

(unaudited in thousands)


	Preferred Stock	Common Stock		Additional Paid-in Capital			Accumulated Deficit	Total Shareholders’ Equity, SkyWater Technology, Inc.			Noncontrolling Interests		Total Shareholders’ Equity
			Shares			Amount				Shares					Amount
Balance at December 29, 2024			—	$	—		47,704	$	478		$	189,132	$	(131,996)		$	57,614	$	5,876	$	63,490
Issuance of common stock pursuant to equity compensation plans			—	—			453	7			718		—			725		—		725
Equity-based compensation			—	—			—	—			4,220		—			4,220		—		4,220
Contribution from noncontrolling interest			—	—			—	—			—		—			—		626		626
Distribution to noncontrolling interest			—	—			—	—			—		—			—		(2,020)		(2,020)
Net (loss) income			—	—			—	—			—		(17,323)			(17,323)		2,248		(15,075)
Balance at June 29, 2025			—	$	—		48,157	$	485		$	194,070	$	(151,289)		$	43,266	$	6,730	$	49,996

Balance at December 28, 2025			—	$	—		48,608	$	489		$	202,386	$	(15,056)		$	187,819	$	7,993	$	195,812




Issuance of common stock pursuant to equity compensation plans			—	—			757	8			2,525		—			2,533		—		2,533
Equity-based compensation			—	—			—	—			5,681		—			5,681		—		5,681

Contribution from noncontrolling interest			—	—			—	—			—		—			—		—		—
Distribution to noncontrolling interest			—	—			—	—			—		—			—		(1,920)		(1,920)
Net (loss) income			—	—			—	—			—		(18,686)			(18,686)		2,374		(16,312)
Balance at June 28, 2026			—	$	—		49,365	$	497		$	210,592	$	(33,742)		$	177,347	$	8,447	$	185,794

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited in thousands)


	Six-Month Period Ended
	June 28, 2026		June 29, 2025

	(in thousands)
Cash flows from operating activities
Net loss	$	(16,312)	$	(15,075)
Adjustments to reconcile net loss to net cash flows provided by operating activities
Depreciation and amortization	29,578		9,044



Revenue from off-market component of supply agreement recorded in purchase accounting	(17,685)		—
Accretion of investment tax credits	(2,263)		(385)
Amortization of debt issuance costs included in interest expense	1,403		484
Equity-based compensation expense	5,681		4,220



Deferred income taxes	(732)		(28)



Allowance for credit losses	(226)		289


Changes in operating assets and liabilities
Accounts receivable and contract assets	(5,108)		23,648
Inventory	(1,632)		1,151
Prepaid expenses, other current assets, and other assets	(1,368)		(18,665)
Accounts payable and accrued expenses	46,214		4,548
Contract liabilities, current and long-term	(24,167)		45,069
Income tax receivable and payable	176		—
Net cash provided by operating activities	13,559		54,300

Cash flows from investing activities
Purchase of software and licenses	(5,300)		(1,366)

Purchases of property and equipment	(18,510)		(17,407)
Net cash used in investing activities	(23,810)		(18,773)

Cash flows from financing activities


Proceeds from draws on the revolving line of credit	285,000		189,466
Repayment of draws on the revolving line of credit	(296,365)		(195,544)


Proceeds from tool financings	16,437		4,599

Principal payments on long-term debt	(4,866)		(2,479)




Cash paid for principal on finance leases	(1,210)		(371)

Proceeds from the issuance of common stock pursuant to equity compensation plans	2,533		725




Contributions from noncontrolling interest	—		626
Distributions to noncontrolling interest	(1,920)		(2,020)
Net cash used in financing activities	(391)		(4,998)

Net change in cash and cash equivalents	(10,642)		30,529
Cash and cash equivalents, beginning of period	23,224		18,844
Cash and cash equivalents, end of period	$	12,582	$	49,373

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited in thousands)


	Six-Month Period Ended
	June 28, 2026		June 29, 2025

	(in thousands)
Supplemental disclosure of cash flow information:
Cash paid during the period for
Interest	$	9,069	$	2,428
Income taxes	—		30
Noncash investing and financing activity
Capital expenditures incurred, not yet paid	$	4,774	$	2,812


Investment tax credit not received	14,985		445
Intangible assets acquired, not yet paid	79		216
Sale leaseback transaction accounts payable settlement	20,247		—

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

Note 1 Nature of Business

SkyWater Technology, Inc., together with its consolidated subsidiaries (collectively, “SkyWater,” the “Company,” “we”, “us”, or “our”), is a U.S.-based, independent, semiconductor foundry providing foundational-node manufacturing, advanced technology development, and advanced packaging services through an integrated, multi-site operating model. We operate exclusively within the United States, with fabrication and packaging facilities in Minnesota, Texas, and Florida.

Our operations are designed to support customers that require secure, domestic manufacturing, long product life cycles, high reliability, and close engineering collaboration. Our business model integrates production-scale manufacturing with advanced technology development, enabling customers to transition specialized semiconductor technologies efficiently from development to volume production. We support a broad array of applications where continuity of supply, manufacturability, and long-term availability are as critical as device performance. This integrated approach positions SkyWater as a leading domestic manufacturing partner for commercial and government customers.

IonQ Merger Agreement

On January 25, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IonQ, Inc. (“Parent” or “IonQ”), Iris Merger Subsidiary 1 Inc., a wholly owned subsidiary of IonQ (“Merger Sub 1”), and Iris Merger Subsidiary 2 LLC, a wholly owned subsidiary of Parent (“Merger Sub 2”). Pursuant to the Merger Agreement, (i) Merger Sub 1 will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “First Merger”) and (ii) immediately following the effective time of the First Merger (the “Effective Time”), the Company, as the surviving entity of the First Merger, will merge with and into Merger Sub 2, which will survive the merger as a wholly owned subsidiary of Parent (together with the First Merger, the “Mergers”).

On July 31, 2026, pursuant to the Merger Agreement, (i) Merger Sub 1 merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “First Merger”), and (ii) immediately following the effective time of the First Merger (the “Effective Time”), the Company, as the surviving entity of the First Merger, merged with and into Merger Sub 2 (the “Surviving Company”), which survived the merger as a wholly-owned subsidiary of Parent under the name SkyWater Technology, LLC (together with the First Merger, the “Mergers”).

In connection with the Mergers, at the Effective Time, each share of common stock, par value $0.01 per share, of the Company (each a “Company Share” and collectively, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Company Shares (x) owned by the Company, Parent, Merger Sub 1, Merger Sub 2, or their respective direct or indirect wholly-owned subsidiaries or (y) for which the holder was entitled to demand and properly demanded appraisal of such Company Shares pursuant to, and in compliance in all respects with, Section 262 of the Delaware General Corporation Law) automatically converted into the right to receive (i) $15.00 in cash plus (ii) 0.4883 shares of Parent common stock, par value $0.0001 per share, plus cash in lieu of any fractional shares to which such Company Share was otherwise entitled.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 26, 2026 and is incorporated herein by reference.

Emerging Growth Company Status

SkyWater will remain an emerging growth company until January 3, 2027, the last fiscal day of its 2026 fiscal year, at which point it will no longer be able to apply the transition provisions available to emerging growth companies.

Reportable Segment Information

Reportable segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. As a result of the acquisition of Fab 25 (as defined below), the Company now operates as two distinct reportable segments, which are Legacy SkyWater and SkyWater Texas. See Note 14 - Reportable Segment and Geographic Information for segment and geography-specific disclosures.

Note 2 Basis of Presentation and Principles of Consolidation

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

The unaudited interim condensed consolidated financial statements as of June 28, 2026, and for the three- and six-month periods ended June 28, 2026 and June 29, 2025, are presented in thousands of U.S. dollars (except share and per share information), are unaudited, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all financial information and disclosures required by U.S. GAAP for annual consolidated financial statements. These interim condensed consolidated financial statements should be read in conjunction with SkyWater’s annual consolidated financial statements and the related notes thereto as of December 28, 2025 and for the fiscal year then ended. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, including normal and recurring adjustments, necessary for the fair presentation of the Company’s consolidated financial position as of June 28, 2026 and its consolidated results of operations, shareholders’ equity, and cash flows for the three- and six-month periods ended June 28, 2026 and June 29, 2025.

The consolidated results of operations for the three- and six-month periods ended June 28, 2026 are not necessarily indicative of the results of operations to be expected for the fiscal year ending January 3, 2027, or for any other interim period, or for any other future fiscal year.

Principles of Consolidation

The interim condensed consolidated financial statements include the Company’s assets, liabilities, revenues, and expenses, as well as the assets, liabilities, revenues, and expenses of subsidiaries in which it has a controlling financial interest, SkyWater Technology Foundry, Inc. (“SkyWater Technology Foundry”), SkyWater Federal, LLC (“SkyWater Federal”), SkyWater Florida, Inc. (“SkyWater Florida”), Spansion Fab 25, LLC (“Fab 25”) and Oxbow Realty Partners, LLC (“Oxbow Realty”), a variable interest entity (“VIE”) for which SkyWater is the primary beneficiary and an affiliate of the Company’s principal stockholder. The Company reports noncontrolling interests for amounts that are attributable to ownership interests other than the Company’s common shareholders. All intercompany accounts and transactions have been eliminated in consolidation.

Liquidity and Cash Requirements

The accompanying interim condensed consolidated financial statements have been prepared on the basis of the realization of assets and the satisfaction of liabilities and commitments in the normal course of business and do not include any adjustments to the recoverability and classifications of recorded assets and liabilities as a result of uncertainties.

For the three- and six-month periods ended June 28, 2026, the Company incurred net losses attributable to SkyWater Technology, Inc. of $6,378 and $18,686, respectively. For the three- and six-month periods ended June 29, 2025, the Company incurred net losses attributable to SkyWater Technology, Inc. of $9,978 and $17,323, respectively. As of June 28, 2026 and December 28, 2025, the Company had cash and cash equivalents of $12,582 and $23,224, respectively.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

SkyWater’s ability to execute its operating strategy is dependent on its ability to maintain liquidity and continue to access capital through the Revolver (as defined in Note 7 – Debt), and other sources of financing. The current business plans indicate that the Company maintains sufficient liquidity to continue its operations and maintain compliance with financial covenants for the next twelve months from the date the consolidated financial statements are issued. As a result of amendments made on June 30, 2025, the Revolver matures on June 30, 2030 and provides for a maximum revolving facility amount of $350,000. Based upon SkyWater’s operational forecasts, cash and cash equivalents on hand, and available borrowings on the Revolver, management believes SkyWater will have sufficient liquidity to fund its operations for the next twelve months from the date these condensed consolidated financial statements are issued.

Use of Estimates

The preparation of the interim condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods then ended. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations, and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ from those estimates.

Net Loss Per Share

Basic net loss per common share is calculated by dividing the net loss attributable to SkyWater Technology, Inc. by the weighted-average number of shares outstanding during the reporting periods, without consideration for potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to SkyWater Technology, Inc. by the weighted-average number of shares and potentially dilutive securities outstanding during the reporting periods determined using the treasury-stock method. Because the Company reported a net loss attributable to SkyWater Technology, Inc. for the three- and six-month periods ended June 28, 2026 and June 29, 2025, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been anti-dilutive if included in the calculation. For the three- and six- month periods ended June 28, 2026, there were restricted stock units and stock options totaling 2,090,546 and 2,105,615, respectively, excluded from the computation of diluted weighted-average shares outstanding because their inclusion would have been anti-dilutive. For the three- and six-month periods ended June 29, 2025, there were restricted stock units and stock options totaling 1,843,813 and 1,410,985, respectively, excluded from the computation of diluted weighted-average shares outstanding because their inclusion would have been anti-dilutive.

The following table sets forth the computation of basic and diluted net loss per common share for the three- and six-month periods ended June 28, 2026 and June 29, 2025:


	Three-Month Period Ended			Six-Month Period Ended
		June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

		(in thousands, except per share data)				(in thousands, except per share data)
Numerator: net loss attributable to SkyWater Technology, Inc.		$	(6,378)	$	(9,978)	$	(18,686)	$	(17,323)


Denominator: weighted-average common shares outstanding, basic and diluted		49,240		48,091		49,010		47,943
Net loss per common share, basic and diluted		$	(0.13)	$	(0.21)	$	(0.38)	$	(0.36)

Note 3 Summary of Significant Accounting Policies

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (“ASU 2023-09”). The amendments in this update improve existing income tax disclosures, notably with respect to the income tax rate reconciliation and income taxes paid disclosures, and are effective for annual periods beginning after December 15, 2025. As an emerging growth company, SkyWater will adopt the amendments in ASU 2023-09 for its fiscal year ending January 3, 2027. The Company is evaluating the impacts of the amendments on its consolidated financial statements and the accompanying notes to the financial statements.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”). The amendments in this update require disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026. SkyWater will adopt the amendments in this update for its fiscal year ending January 2, 2028. The Company is evaluating the impacts of the amendments on its consolidated financial statements and the accompanying notes to the financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in this update provide registrants with a practical expedient in its application of FASB Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments – Credit Losses, and allow it to assume that conditions as of the balance sheet date will remain the same over the future life of the asset when estimating potential collections and losses. The amendment in ASU 2025-05 will become effective for the Company’s fiscal year ended January 3, 2027. SkyWater is currently evaluating whether it will adopt the practical expedient introduced by ASU 2025-05.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments in this update introduce a more principles-based framework to the capitalization of software intended for internal use focused on management’s authorization and commitment to fund a development project and the probability of whether the project will be completed and used for its intended function. The amendment in ASU 2025-06 will become effective for the Company’s fiscal year ended December 31, 2028. SkyWater is currently evaluating the impacts of the amendments on its consolidated financial statements and the accompanying notes to the financial statements.

In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). The amendments in this update establish guidance on the recognition, measurement and presentation of government grants received by business entities. The amendments in ASU 2025-10 will become effective for the Company’s fiscal year ended December 30, 2029. The Company is evaluating the impacts of the amendments on its consolidated financial statements and the accompanying notes to the financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). The amendments in this update clarify the interim reporting requirements of ASC Topic 270, Interim Reporting, and more clearly specifies what disclosures are required for an interim reporting period. The amendments in ASU 2025-11 will become effective during the Company’s fiscal year ended December 31, 2028. The Company is evaluating the impacts of the amendments on its consolidated financial statements and the accompanying notes to the financial statements.

Significant Accounting Policies

The annual consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025 include discussion of the significant accounting policies and estimates used in the preparation of the interim condensed consolidated financial statements. The Company did not make any significant changes to its accounting policies and estimates during the three- and six-month period ended June 28, 2026.

Note 4 Acquisition

On June 30, 2025, the Company executed an amendment to the Membership Interest Purchase Agreement with Spansion LLC and completed its acquisition of 100% of the voting equity interests of Fab 25, a newly formed limited liability company that received, pursuant to a pre-closing restructuring, substantially all of the property, plant and equipment, employees, and certain other assets and liabilities related to Infineon’s 200 mm fab in Austin, Texas (the “Transaction”). The purchase price for the Transaction was $206,466. The Transaction was financed through proceeds received from the execution of an Amended and Restated Loan and Security Agreement (the “Amended Loan Agreement”) with Siena Lending Group LLC (“Siena”) and the other lenders party thereto on June 30, 2025.

The acquisition of Fab 25 significantly expanded SkyWater’s footprint domestically and will enable the Company to grow its services across a broader base of industrial, automotive, and defense customers in the future.

The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values, which were determined using generally accepted valuation techniques based on reasonable estimates and assumptions made by the Company’s management at the time of acquisition. In the second quarter of 2026 the Company finalized its purchase accounting and the purchase price has been allocated to the assets acquired and liabilities

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

assumed based on their estimated fair values. No measurement period adjustments were made during the three- and six-month period ended June 28, 2026.

The Company incurred $278 and $547 of non-recurring transaction costs for the three- and six-months ended June 28, 2026, respectively, and incurred $2,171 and $3,981 of non-recurring transactions costs for the three- and six-months ended June 29, 2025, respectively. These costs are included as selling, general, and administrative costs in the interim condensed consolidated statements of operations for each period.

Pro Forma Results

The following unaudited pro forma summary presents consolidated financial information as if the Transaction occurred on January 1, 2024:


	Three-Month Period Ended		Six-Month Period Ended
	June 29, 2025		June 29, 2025

	(in thousands)
Revenue	$	154,431	$	306,475
Net income	$	5,062	$	8,846

Note 5 Revenue

Disaggregated Revenue

The Company recognizes ATS development, tools, and Wafer Services revenues pursuant to its revenue recognition policies as described in Note 3 – Summary of Significant Accounting Policies to the annual consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025. The following tables disclose revenue by product type and the timing of recognition of revenue for transfer of goods and services to customers:


	Three-Month Period Ended June 28, 2026
	Topic 606 Revenue
	Point-in-Time		Over Time		Lease Revenue Per Topic 842		Total Revenue

ATS development
Time-and-materials and cost-plus-fixed-fee contracts	$	—	$	22,685	$	—	$	22,685
Fixed price contracts	1,276		39,252		—		40,528
Total ATS development	1,276		61,937		—		63,213
Wafer Services	—		90,973		395		91,368
Combined ATS development and Wafer Services	1,276		152,910		395		154,581
Tools	1,796		—		—		1,796
Total	$	3,072	$	152,910	$	395	$	156,377

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)


	Three-Month Period Ended June 29, 2025
	Topic 606 Revenue
	Point-in-Time		Over Time		Lease Revenue Per Topic 842		Total Revenue

ATS development
Time-and-materials and cost-plus-fixed-fee contracts	$	—	$	36,566	$	—	$	36,566
Fixed price contracts	3,737		11,524		—		15,261
Other	—		—		778		778
Total ATS development	3,737		48,090		778		52,605
Wafer Services	296		5,115		—		5,411
Combined ATS development and Wafer Services	4,033		53,205		778		58,016
Tools	1,047		—		—		1,047
Total	$	5,080	$	53,205	$	778	$	59,063


	Six-Month Period Ended June 28, 2026
	Topic 606 Revenue
	Point-in-Time		Over Time		Lease Revenue Per Topic 842		Total Revenue

ATS development
Time-and-materials and cost-plus-fixed-fee contracts	$	—	$	50,610	$	—	$	50,610
Fixed price contracts	6,221		61,318		—		67,539
Total ATS development	6,221		111,928		—		118,149
Wafer Services	—		186,452		764		187,216
Combined ATS development and Wafer Services	6,221		298,380		764		305,365
Tools	11,698		—		—		11,698
Total	$	17,919	$	298,380	$	764	$	317,063


	Six-Month Period Ended June 29, 2025
	Topic 606 Revenue
	Point-in-Time		Over Time		Lease Revenue Per Topic 842		Total Revenue

ATS development
Time-and-materials and cost-plus-fixed-fee contracts	$	1,204	$	72,441	$	—	$	73,645
Fixed price contracts	8,569		20,981		—		29,550
Other	—		—		1,945		1,945
Total ATS development	9,773		93,422		1,945		105,140
Wafer Services	380		12,558		—		12,938
Combined ATS development and Wafer Services	10,153		105,980		1,945		118,078
Tools	2,281		—		—		2,281
Total	$	12,434	$	105,980	$	1,945	$	120,359

Contract Assets

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

Contract assets represent SkyWater’s rights to payments for services it has transferred to its customers, but has not yet billed to its customers. Contract assets were $30,694 and $18,020 at June 28, 2026 and December 28, 2025, respectively, and are presented net of allowances for expected credit losses of $2 and $26, respectively.

Contract Liabilities

The Company’s contract liabilities principally consist of deferred revenue which represents payments from customers for which performance obligations have not yet been satisfied and deferred lease revenue which represents prepayments on a leasing arrangement in which the Company serves as lessor. In some instances, cash may be received, or payment may be contractually due by a customer before the related revenue is recognized. The contract liabilities and other significant components of contract liabilities at June 28, 2026 and December 28, 2025 are as follows:


	June 28, 2026								December 28, 2025

	Contract Deferred Revenue (1)		Lease Deferred Revenue		Supply Agreement (2)		Total Deferred Revenue		Contract Deferred Revenue (1)		Lease Deferred Revenue		Supply Agreement (2)		Total Deferred Revenue

Current contract liabilities	$	24,868	$	—	$	—	$	24,868	$	40,301	$	100	$	1,794	$	42,195
Long-term contract liabilities	79,195		—		45,751		124,946		81,665		—		67,805		149,470
Total contract liabilities	$	104,063	$	—	$	45,751	$	149,814	$	121,966	$	100	$	69,599	$	191,665

(1)Contract deferred revenue includes $31,515 and $37,077 at June 28, 2026 and December 28, 2025, respectively, related to material rights provided to a significant customer in exchange for funding additional manufacturing capacity. Of these amounts, $11,123 and $11,123 were classified as current in the interim condensed consolidated balance sheets as of June 28, 2026 and December 28, 2025, respectively.

(2)In connection with the Transaction, the Company entered into a multi-year supply agreement with certain of Infineon’s subsidiaries under a take-or-pay arrangement for the first four-year period following the closing of the Transaction (the “Supply Agreement”). The Supply Agreement included an off-market component estimated at a fair value of $120,000 which was included in the purchase price for the Transaction. This amount is presented net of Supply Agreement specific contract assets which total $38,656 as of June 28, 2026.

The change in contract liabilities during the three- and six-month periods ended June 28, 2026 and June 29, 2025 are as follows:


	Three-Month Period Ended				Six-Month Period Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

Balance at beginning of period	$	178,556	$	158,479	$	191,665	$	107,067
Increase due to payments received, excluding amounts recognized as revenue	13,241		3,239		40,298		64,146
Revenue recognized included in the contract liabilities balance at the beginning of the period	(34,520)		(9,581)		(64,464)		(19,076)
Revenue recognized from Fab 25 Supply Agreement (1)	(7,463)		—		(17,685)		—
Balance at end of period	$	149,814	$	152,137	$	149,814	$	152,137

(1) The Company recorded a $120,000 contract liability in purchase accounting for the acquisition of Fab 25 to recognize the fair value of the off-market component of the Supply Agreement. Related revenue for this contract liability is recognized as the Company fulfills its wafer production obligations over the four-year term of the Supply Agreement. For the three-month period ended June 28, 2026, the Company recognized $7,463 of revenue associated with this contract liability reducing its total balance to $84,406 at June 28, 2026.

Remaining Performance Obligations

Excluding the contract liability related to the off-market component of the Supply Agreement recognized in purchase accounting (see Note 4 - Acquisition), the Company had $179,447 of remaining performance obligations at June 28, 2026 that had not been fully satisfied on contracts with original expected durations of one year or more, which were primarily related to ATS development and tools contracts. The Company expects to recognize the revenue associated with these performance obligations as it satisfies the performance obligations within the next 10 years.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

The Company does not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less. Further, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between when it transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

Note 6 Balance Sheet Information

Certain significant amounts included in the Company’s interim condensed consolidated balance sheets are summarized in the following tables:


	Three-Month Period Ended				Six-Month Period Ended
Allowance for credit losses - Accounts Receivable	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

Balance at beginning of period	$	80	$	597	$	80	$	398

Provision for credit losses	—		(9)		—		346

Accounts written off	(64)		(491)		(64)		(619)
Less recoveries of accounts charged off	—		28		—		—

Balance at end of period	$	16	$	125	$	16	$	125


Inventory	June 28, 2026		December 28, 2025

Raw materials	$	1,481	$	2,064
Work-in-process	83		—
Supplies and spare parts	24,668		22,536
Total inventory, current	26,232		24,600
Inventory, non-current (1)	10,300		9,370
Total inventory	$	36,532	$	33,970

(1)Inventory, non-current consists of spare parts that will not be used within twelve months. Inventory non-current is included in Other assets on the consolidated balance sheet.


Prepaid expenses and other current assets	June 28, 2026		December 28, 2025

Prepaid expenses	$	6,186	$	5,307

Tools purchased for customers (1)	7,452		20,503
Deferred contract costs	2,203		1,459
Investment tax credit receivable - current	1,624		—
Total prepaid assets and other current assets	$	17,465	$	27,269

(1)The Company acquires tools for its customers that consist of manufacturing equipment its customers will own but will be installed and qualified in a SkyWater facility. Prior to the customer obtaining ownership and control of the equipment, the Company records the costs associated with the acquisition, installation, and qualification of the equipment within prepaid expenses and other current assets. These deferred costs are recognized as cost of revenue when control of the equipment transfers to the customer and the related tools revenue is recognized.


Property and equipment, net	June 28, 2026		December 28, 2025

Land	$	36,596	$	36,596
Buildings and improvements	163,789		164,752
Machinery and equipment (2)	479,824		456,090
Property and equipment placed in service, at cost (1)	680,209		657,438
Less: accumulated depreciation (1)	(204,833)		(181,737)
Property and equipment placed in service, net (1)	475,376		475,701
Property and equipment not yet in service	22,708		36,019
Total property and equipment, net	$	498,084	$	511,720

(1)Includes $28,683 and $29,651 of cost and $3,895 and $3,974 of accumulated depreciation associated with capital assets subject to financing leases at June 28, 2026 and December 28, 2025, respectively.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

(2)The cost basis of machinery and equipment reflects the amount of investment tax credits the Company has received, or expects to receive, on new investments in related equipment.

For the three-month periods ended June 28, 2026 and June 29, 2025, depreciation expense was $14,182 and $3,973, respectively, and $26,466 and $8,002 for the six-month periods ended June 28, 2026 and June 29, 2025, respectively, substantially all of which was classified as cost of revenue.


Intangible Assets, net	June 28, 2026		December 28, 2025

Software and licensed technology	$	20,163	$	18,758
Less: accumulated amortization	(10,119)		(13,460)
Intangible assets placed in service, net	10,044		5,298
Intangible assets not yet in service	3,627		3,870
Total intangible assets, net	$	13,671	$	9,168

Intangible assets consist primarily of payments made under software and technology licensing arrangements with third parties, in addition to internally developed software costs. For the three-month periods ended June 28, 2026 and June 29, 2025, amortization of software and licenses was $402 and $328, respectively, and $749 and $657 for the six-month periods ended June 28, 2026 and June 29, 2025, respectively.

Remaining estimated aggregate annual amortization expense for intangible assets placed in service is as follows for future fiscal years:


Fiscal year	Amortization Expense

Remainder of 2026	$	1,112
2027	1,805
2028	1,813
2029	1,595
2030	1,562
Thereafter	2,157
Total	$	10,044


Other Assets	June 28, 2026		December 28, 2025

Inventory, non-current (1)	$	10,300	$	9,370

Operating lease right-of-use assets	262		—
Investment tax credit receivable - non-current	19,349		10,230
Other assets	1,085		223
Total other assets	$	30,996	$	19,823

(1)Inventory, non-current consists of spare parts that will not be used within twelve months.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)


Accrued Expenses	June 28, 2026		December 28, 2025

Accrued compensation	$	25,675	$	11,248
Accrued commissions	320		390
Accrued royalties	477		1,815
Current portion of operating lease liabilities	37		—
Current portion of finance lease liabilities	2,280		2,203
Accrued inventory (2)	7,422		2,233
Accrued warranty	536		1,131
Accrued vendor purchase commitments (1)	10,318		14,094
Accrued accounts payable	11,953		15,041
Accrued utilities	1,296		1,208
Other accrued expenses	4,129		7,249
Total accrued expenses	$	64,443	$	56,612

(1)The Company accrues outstanding obligations on vendor purchase orders for goods or services provided to the Company for which invoices have not yet been received.

(2)The Company accrues outstanding obligations on uninvoiced receipts of inventory and inventory in transit.


	Three-Month Period Ended				Six-Month Period Ended
Accrued provisions for warranties	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

Beginning accrued warranty balance	$	998	$	2,687	$	1,131	$	3,752
Warranty expense	462		582		594		821
Warranty credits	(924)		(1,130)		(1,189)		(2,434)
Ending accrued warranty balance	$	536	$	2,139	$	536	$	2,139


Other long-term liabilities	June 28, 2026		December 28, 2025

Finance lease obligations	$	25,916	$	24,859
Other	968		369
Liability for uncertain tax positions	69		69
Total other long-term liabilities	$	26,953	$	25,297

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

Note 7 Debt

The components of debt outstanding at June 28, 2026 and December 28, 2025 are as follows:


Short-term financing	June 28, 2026		December 28, 2025

Revolver	$	192,326	$	195,460
Unamortized debt issuance costs	(9,830)		(11,058)
Total short-term financing, net of unamortized debt issuance costs	$	182,496	$	184,402
Long-term debt
VIE financing	$	32,949	$	33,534
Tool financing loans	39,520		7,142
Unamortized debt issuance costs	(1,620)		(1,797)
Total long-term debt, including current maturities	70,849		38,879
Less: current portion of long-term debt	(9,783)		(5,940)
Total long-term debt, excluding current portion	$	61,066	$	32,939

Revolver

On December 28, 2022, the Company entered into a Loan and Security Agreement with Siena, which was initially modified on November 19, 2024 upon execution of an Amended and Restated Loan and Security Agreement. On June 30, 2025, this lending arrangement was further modified in advance of the acquisition of Fab 25 when the Company entered into an Amended Loan Agreement with Siena as agent and the other lenders party thereto, which replaced the prior Loan and Security Agreement. The Amended Loan Agreement provides for a revolving line of credit with a borrowing limit of up to $350,000 with a scheduled maturity date of June 30, 2030 (the “Revolver”). Due to a lockbox clause in the Amended Loan Agreement, the outstanding loan balance is required to be serviced with working capital, and the debt is classified as current on the condensed consolidated balance sheets.

Under the Amended Loan Agreement, the Company may be required to prepay the unpaid principal balance of the loans following specified prepayment events in the amount of 100% of the net proceeds received by the Company or any borrower with respect to such prepayment event. Borrowing under the Revolver is limited by a borrowing base of specified advance rates applicable to billed accounts receivable, unbilled accounts receivable, inventory and equipment, subject to various conditions and limits as provided in the Amended Loan Agreement.

The outstanding balance of the Revolver was $192,326 as of June 28, 2026 at an interest rate of 8.0%. The remaining availability under the Revolver was $50,049 as of June 28, 2026. As of June 28, 2026, the Company was in compliance with applicable financial covenants of the Revolver.

VIE Financing

On September 30, 2020, Oxbow Realty, the Company’s consolidated VIE entered into a loan agreement for $39,000 (the “VIE Financing”) to finance the acquisition of the building and land of the SkyWater Minnesota facility (see Note 11 – Related Party Transactions and Note 12 – Variable Interest Entity). The VIE Financing is repayable in equal monthly installments of $194 over 10 years, with the remaining balance payable at the maturity date of October 6, 2030. The interest rate under the VIE Financing is fixed at 3.44%. The VIE Financing is guaranteed by Oxbow Industries, who is also the sole equity holder of Oxbow Realty. The VIE financing is not subject to financial debt default covenants.

The terms of the VIE Financing include provisions that grant the lender several protective rights when certain triggering events defined in the loan agreement occur, including events tied to SkyWater’s occupancy of the SkyWater Minnesota facility and SkyWater’s financial performance. The occurrence of a triggering event does not represent a default event as per the loan agreement, nor does it result in the VIE Financing becoming callable, rather the protective rights become enforceable by the lender. As defined in the loan agreement, a triggering event occurred beginning in the three-month period ended January 1, 2023 based on the level of earnings before interest, taxes, depreciation, amortization and rent, as defined in the loan agreement, reported by SkyWater historically. Pursuant to its protective rights, the lender retained in a restricted account amounts paid by SkyWater to Oxbow Realty that were in excess of the scheduled debt payments paid by Oxbow Realty to the lender. The triggering event was cured during the three-month period ended June 30, 2024 and the funds held in the restricted

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

account were remitted back to Oxbow Realty. No triggering events as defined in the loan agreement existed as of June 28, 2026.

The VIE Financing is secured by a security interest in the land and building which was the subject of the sale-leaseback transaction (see Note 11 – Related Party Transactions). The Company and Oxbow Realty, the Company’s VIE, incurred third-party transaction costs of $3,487 and $65, respectively, which have been capitalized as debt issuance costs, presented as a reduction of the outstanding loan balance, and are being amortized as additional interest expense over the remaining maturity of the VIE Financing.

Maturities

Future principal payments of the Company’s long-term debt, excluding unamortized debt issuance costs, are as follows:


Fiscal year	Future Principal Payments

Remainder of 2026	$	5,316
2027	9,170
2028	9,056
2029	9,189
2030	37,379
Thereafter	2,359
Total	$	72,469

SkyWater Tool Financing Loan

In April 2026, the Company entered into an agreement to sell a semiconductor manufacturing tool to an equipment financing lender for total proceeds of $36,684 (“Tool Financing Loan”). Total proceeds were comprised of $16,437 of direct cash receipts and $20,247 in the form of outstanding invoice payments. We subsequently entered into an agreement to lease the tool from the lender for monthly payments of $800 over 60 months at an interest rate of 11.9%. The agreement provides for a bargain purchase option at the end of the lease term which the Company intends to exercise, and the Company is accounting for the transaction as a failed sale leaseback.

Note 8 Income Taxes

The Company’s effective tax rates for the three- and six-month periods ended June 28, 2026 and June 29, 2025 differ from its 21% U.S. statutory corporate tax rate due to the impact of state income taxes, permanent tax differences, the tax impact of the vesting of restricted stock units, and changes in the Company’s deferred tax asset valuation allowance. The effective tax rate in any quarter can be affected positively or negatively by adjustments that are required to be reported in the specific quarter of resolution. The effective income tax rates for the three-month periods ended June 28, 2026 and June 29, 2025 were (0.35)% and (8.04)%, respectively, and 1.4% and (7.00)% for the six-month periods ended June 28, 2026 and June 29, 2025, respectively.

Note 9 Equity-Based Compensation

Equity-based compensation expense was recorded in the interim condensed consolidated statements of operations as follows:


	Three - Month Period Ended				Six-Month Period Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

Cost of revenue	$	884	$	626	$	1,827	$	1,193
Research and development expense	190		113		343		196
Selling, general and administrative expense	1,997		1,543		3,511		2,831
Total equity-based compensation expense	$	3,071	$	2,282	$	5,681	$	4,220

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

Note 10 Commitments and Contingencies

Litigation and Other Asserted Claims

From time to time, the Company is involved in legal proceedings and subject to other asserted claims arising in the ordinary course of its business. Although the results of litigation and asserted claims cannot be predicted with certainty, the Company currently believes that the resolution of these ordinary-course matters will not have a material adverse effect on its business, operating results, financial condition or cash flows. Even if any particular litigation is resolved in a manner that is favorable to the Company’s interests, such litigation can have a negative impact on the Company because of defense and settlement costs, diversion of management resources from its business, and other factors. There were no material litigation-related or other asserted claim contingencies recognized at either June 28, 2026 or December 28, 2025.

Capital Expenditures

The Company has various contracts outstanding with third parties which primarily relate to semiconductor tool purchases and installation. The Company has $2,903 and $2,880 of contractual commitments outstanding as of June 28, 2026 and December 28, 2025, respectively, that it expects to be paid in the next twelve months using cash on hand and operating cash flows.

Center for NeoVation

On January 25, 2021 the Company entered into a technology and economic development agreement (the “TED Agreement”), and a lease agreement (the “CfN Lease”) with the government of Osceola County, Florida (“Osceola”) and ICAMR, Inc., a Florida non-profit corporation doing business as BRIDG (“BRIDG”), to lease and operate the Center for NeoVation (the “CfN”), a semiconductor research and development and manufacturing facility in Kissimmee, Florida. Under the CfN Lease, the Company agrees to bring the plant to full production capacity within five years, and then to operate the plant at full capacity for an additional 15 years. At the end of the lease, SkyWater will take ownership of the facility. The Company is responsible for taxes, utilities, insurance, maintenance, operation of the assets, and making capital investments in the facility to bring the facility to its full production capacity. Investments and costs required to bring the facility to its full capacity will be substantial. The Company may terminate the TED Agreement and CfN Lease with 18 months’ notice. In the event the Company terminates the agreements, it is required to continue to operate the CfN until the earlier of either a replacement operator is found, or the 18-month notice period expires, and it may be required to make a payment of up to $15,000 to Osceola upon termination.

As part of entering into the TED Agreement, the Company agreed to operate the advanced wastewater treatment facility (“AWT Facility”), a separate building located on the same leased premise as the CfN and subject to the CfN Lease. The AWT Facility was financed in substantial part by funds provided by the Tohopekaliga Water Authority (“TWA”) to house the acid waste neutralization, pH adjustment, and reverse osmosis water treatment systems. In connection with entering into the CfN Lease, the Company agreed that development of the CfN requires the payment of water, wastewater, and reuse water capacity charges imposed by TWA monthly over the remaining period of 5 years. The Company also agreed that TWA shall be entitled to recover the capital contribution of TWA for construction of the AWT Facility through a capital reimbursement surcharge monthly over the remaining period of 5 years. As of June 28, 2026, the Company expects future payments on these commitments of approximately $3,500 which the Company expects will be paid in full by the first quarter of 2028.

Build Back Better Grant

In the third quarter of 2023, the U.S. Department of Commerce Economic Development Administration granted funds to Osceola and BRIDG for continued development of Central Florida’s Semiconductor Cluster for Broad-Based Prosperity through the Build Back Better Regional Challenge, a portion of which is committed to the expansion of the CfN and purchase, installation, and qualification of equipment in the CfN. In February 2023, SkyWater committed to a 20% matching share contribution of the project costs to Osceola totaling approximately $9,100. SkyWater’s commitment to fund this matching contribution is limited to $1,000 in any single calendar quarter. Of this total commitment, and as of June 28, 2026, the Company has paid a total of $1,500 and has an unpaid obligation accrued of $3,448 based upon development activity that has occurred through quarter-end, which is expected to be paid in the third quarter of 2026.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

Note 11 Related Party Transactions

In August 2023, SkyWater entered into a consulting agreement with Oxbow Industries pursuant to which an employee of Oxbow Industries provided certain consulting services to the Company, including services where the Oxbow employee negotiated and brokered the acquisition of Fab 25. In October 2025, this related party consulting agreement was terminated. Expenses associated with this agreement totaled $212 and $416 for the three- and six-month periods ended June 29, 2025, respectively.

Sale-Leaseback Transaction

On September 29, 2020, SkyWater entered into an agreement to sell the land and building of its Bloomington, Minnesota facility to Oxbow Realty. In the fourth quarter of 2020, SkyWater entered into an agreement to lease the land and building from Oxbow Realty for initial payments of $394 per month over 20 years. The monthly payments are subject to a 2% increase each year during the term of the lease and are currently $435 per month. The Company is also required to make certain customary payments constituting “additional rent,” which relate to monthly leasing and replacement reserves, insurance, and tax payments in accordance with the terms of the lease agreement. Future minimum lease commitments to Oxbow Realty as of June 28, 2026 were as follows (such amounts are eliminated from the consolidated financial statements due to the consolidation of Oxbow Realty, see Note 12 – Variable Interest Entity).


Fiscal year	Future Minimum Lease Commitments

Remainder of 2026	$	2,643
2027	5,357
2028	5,464
2029	5,573
2030	5,685
Thereafter	61,150
Total lease payments	85,872
Less: imputed interest	(57,812)
Total	$	28,060

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

Note 12 Variable Interest Entity

Oxbow Realty was established for the purpose of holding real estate and facilitating real estate transactions on behalf of Oxbow Industries. This included facilitating the purchase of the land and building of SkyWater’s Minnesota facility with proceeds from a bank loan (see Note 7 – Debt) and managing the leaseback of the land and building to SkyWater (see Note 11 – Related Party Transactions). Management determined that Oxbow Realty meets the definition of a VIE under Accounting Standards Codification Topic 810, “Consolidations” (“Topic 810”), because it lacks sufficient equity to finance its activities. Furthermore, the Company is the primary beneficiary of Oxbow Realty as it has the power over those activities that most significantly affect Oxbow Realty’s economic performance, mainly activities focused on the operation and maintenance of the Minnesota facility. As the primary beneficiary, the Company consolidates the assets, liabilities, and results of operations of Oxbow Realty pursuant to Topic 810, eliminating any transactions between the Company and Oxbow Realty, and recording a noncontrolling interest for the economic interest in Oxbow Realty attributable to parties other than the Company’s common stock shareholders. In addition, the assets of Oxbow Realty can only be used to settle its liabilities, and the creditors of Oxbow Realty do not have recourse to the general credit of SkyWater.

The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by the Company as of June 28, 2026 and December 28, 2025. The assets and liabilities are presented prior to the elimination of intercompany balances.


	June 28, 2026		December 28, 2025

Cash and cash equivalents	$	256	$	742
Accounts receivable	1,610		1,503

Finance receivable	41,882		41,556
Other assets	139		77
Total assets	$	43,887	$	43,878

Accounts payable	$	1,610	$	1,503
Accrued expenses	—		7
Contract liabilities	770		872
Debt	32,922		33,504
Total liabilities	$	35,302	$	35,886

The following table shows the revenue and expenses of Oxbow Realty for the three- and six-month periods ended June 28, 2026 and June 29, 2025. These results of Oxbow Realty are presented prior to the elimination of intercompany transactions.


	Three-Month Period Ended				Six-Month Period Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

Revenue	$	1,451	$	1,438	$	2,898	$	2,872
General and administrative expenses	7		13		10		16
Interest expense	226		304		514		608
Total expenses	233		317		524		624
Net income	$	1,218	$	1,121	$	2,374	$	2,248

Note 13 Leases

SkyWater as the Lessor

In March 2020, SkyWater executed a contract with a customer that includes an operating lease for the right to use a specified portion of the Company’s Minnesota facility to produce wafers using the customer’s equipment. The contractual amount that relates to revenue from an operating lease was $21,000, and is being recognized over the estimated lease term of

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

4.5 years. The total amount was prepaid by the customer and recorded as deferred revenue. See Note 5 – Revenue for additional information on revenue recognition and deferred revenue of the operating lease.

As part of the Fab 25 Transaction, the Company entered into a multi-year lease agreement to lease a portion of the acquired office space at the Austin, Texas facility back to Infineon for the first four-year period following the closing of the Transaction. The lease agreement provides for lease payments of $1,200 annually through June 2029, after which time the agreement can be extended with lease payments adjusted based on fair market value escalators.

Note 14 Reportable Segment and Geographic Information

Prior to the completion of the Fab 25 acquisition, the Company operated as a single reportable segment which reflected how the Company managed its business and the nature of its services. Following the Fab 25 acquisition, the Company re-evaluated its reportable segments and now operates as two distinct reportable segments, Legacy SkyWater and SkyWater Texas. This determination aligns with how our Chief Executive Officer, who was our chief operating decision maker (“CODM”) has assessed segment operating performance and allocated resources since the acquisition of Fab 25. Prior to the acquisition, the CODM utilized net earnings as the primary measure of segment profit or loss. Subsequent to the completion of the Fab 25 acquisition, net earnings has been the primary measure of segment profit or loss utilized by the CODM in regard to evaluating segment performance and allocation of resources. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not regularly reviewed by the CODM.

•Legacy SkyWater: A technology foundry that offers advanced semiconductor development and manufacturing services from its fabrication facility in Bloomington, Minnesota and advanced packaging services from its Kissimmee Florida facility. Legacy SkyWater provides ATS and Wafer Services product offerings.

•SkyWater Texas: A high-volume manufacturer that offers manufacturing services from its fabrication facility in Austin, Texas. SkyWater Texas provides Wafer Services product offerings focused on 200 mm semiconductor fabrication, copper processing, high-voltage technology services and 65 nm node infrastructure support.

The following table represents the results of the Company’s reportable segments:

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)


	Three-Month Period Ended
	June 28, 2026						June 29, 2025

	Legacy SkyWater		SkyWater Texas		Total		Legacy SkyWater		SkyWater Texas		Total

Revenue	$	68,966	$	87,411	$	156,377	$	59,063	$	—	$	59,063
Cost of revenue
Labor	25,296		26,411		51,707		20,892		—		20,892
Direct expenses	19,303		33,937		53,240		22,362		—		22,362
Cost of tool revenue	1,922		—		1,922		881		—		881
Depreciation and amortization	4,804		9,493		14,297		4,029		—		4,029
Total cost of revenue	51,325		69,841		121,166		48,164		—		48,164
Gross profit	17,641		17,570		35,211		10,899		—		10,899
Research and development expense	5,102		554		5,656		3,368		—		3,368
Selling, general, administrative expense
Labor	12,903		2,994		15,897		6,510		—		6,510
Direct expenses	9,032		2,419		11,451		7,353		—		7,353
Depreciation and amortization	241		55		296		146		—		146
Total selling, general, and administrative expense	$	22,176	$	5,468	$	27,644	$	14,009	$	—	$	14,009
Operating (loss) income	(9,637)		11,548		1,911		(6,478)		—		(6,478)
Other expense:
Interest expense	(6,671)		(378)		(7,049)		(1,637)		—		(1,637)
Total other expense	$	(6,671)	$	(378)	$	(7,049)	$	(1,637)	$	—	$	(1,637)
(Loss) income before income taxes	(16,308)		11,170		(5,138)		(8,115)		—		(8,115)
Income tax (benefit) expense	22		—		22		742		—		742
Net (loss) income	$	(16,330)	$	11,170	$	(5,160)	$	(8,857)	$	—	$	(8,857)

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)


	Six-Month Period Ended
	June 28, 2026						June 29, 2025

	Legacy SkyWater		SkyWater Texas		Total		Legacy SkyWater		SkyWater Texas		Total

Revenue	$	143,334	$	173,729	$	317,063	$	120,359	$	—	$	120,359
Cost of revenue
Labor	48,645		53,503		102,148		42,160		—		42,160
Direct expenses	43,813		64,785		108,598		43,009		—		43,009
Cost of tool revenue	12,540		—		12,540		1,911		—		1,911
Depreciation and amortization	7,672		18,742		26,414		8,123		—		8,123
Total cost of revenue	112,670		137,030		249,700		95,203		—		95,203
Gross profit	30,664		36,699		67,363		25,156		—		25,156
Research and development expense	9,476		1,176		10,652		6,617		—		6,617
Selling, general, administrative expense
Labor	21,832		5,443		27,275		13,623		—		13,623
Direct expenses	25,792		6,297		32,089		15,130		—		15,130
Depreciation and amortization	518		195		713		286		—		286
Total selling, general, and administrative expense	$	48,142	$	11,935	$	60,077	$	29,038	$	—	$	29,038
Operating (loss) income	(26,954)		23,588		(3,366)		(10,499)		—		(10,499)
Other expense:
Interest expense	(12,700)		(508)		(13,208)		(3,450)		—		(3,450)
Total other expense	$	(12,700)	$	(508)	$	(13,208)	$	(3,450)	$	—	$	(3,450)
(Loss) income before income taxes	(39,654)		23,080		(16,574)		(13,949)		—		(13,949)
Income tax (benefit) expense	(262)		—		(262)		1,126		—		1,126
Net (loss) income	$	(39,392)	$	23,080	$	(16,312)	$	(15,075)	$	—	$	(15,075)

The following table discloses revenue for the for the three- and six-month periods ended June 28, 2026 and June 29, 2025 by country as determined based on customer address:


	Three-Month Period Ended				Six-Month Period Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

United States	$	146,689	$	53,780	$	298,083	$	111,026
Canada	5,301		3,030		9,735		560
Hong Kong	997		293		1,869		5,342
United Kingdom	—		560		—		767
Israel	2,161		—		3,431		—
All others	1,229		1,400		3,945		2,663
Total	$	156,377	$	59,063	$	317,063	$	120,359

Two customers each accounted for 10% or more of revenue, and in aggregate accounted for 72% and 68% of revenue for the three- and six-month periods ended June 28, 2026, respectively. One customer accounted for 10% or more of revenue, and accounted for 43% and 41% of revenue for the three- and six-month periods ended June 29, 2025, respectively. One customer accounted for 65% of accounts receivable as of June 28, 2026 and there were no other customers that exceeded 10% of total accounts receivable. The loss of a major customer could adversely affect the Company’s operating results and financial condition.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share and per share data)

Note 15 Subsequent Events

On July 31, 2026, the Mergers were consummated in accordance with the terms of the Merger Agreement, as described in Note 1 – Nature of Business. Upon completion of the Mergers, effective July 31, 2026:

•the Company repaid all amounts required to be paid to discharge the Company’s existing revolving credit facility under the Amended Loan Agreement and terminated the Amended Loan Agreement;

•the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Mergers and requested that Nasdaq (i) suspend trading of the Company’s common stock and (ii) file a notification of removal from listing and registration on Form 25 with the Securities and Exchange Commission (the “SEC”) to effect the delisting of the Company’s common stock from Nasdaq and the deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. Following effectiveness of the Form 25, the Company intends to file with the SEC a certification and notice of termination of registration on Form 15 with respect to the common stock. Trading of the Company’s common stock on Nasdaq was halted prior to the opening of trading on July 31, 2026; and

•the Company’s Certificate of Incorporation and Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. Thereafter, at the Second Effective Time (as defined in the Merger Agreement), the certificate of formation and the limited liability company agreement of Merger Sub 2 became the certificate of formation (the “Certificate of Formation”) and the limited liability company agreement (the “Limited Liability Company Agreement”) of the Surviving Company.

The foregoing description of the Mergers, Merger Agreement, Certificate of Formation and Limited Liability Company Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 26, 2026 and is incorporated herein by reference, and (ii) the Certificate of Formation and Limited Liability Company Agreement, copies of which were filed by the Company as Exhibits 3.3 and 3.4, respectively, to the Company’s Current Report on Form 8-K filed on July 31, 2026 and are incorporated herein by reference.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the interim condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and the Company’s audited annual consolidated financial statements and related notes, included in its Annual Report on Form 10-K for the fiscal year ended December 28, 2025. In addition to historical financial information, the following discussion contains forward-looking statements that reflect the Company’s current expectations, estimates and assumptions concerning events and financial trends that may affect the Company’s future operating results or financial position. Actual results and the timing of events may differ materially from those discussed or implied in the Company’s forward-looking statements due to a number of factors, including those described in the sections entitled “Risk Factors” and “Forward-Looking Statements” herein and elsewhere in its Annual Report on Form 10-K.

SkyWater refers to the three-month periods ended June 28, 2026 and June 29, 2025 as the second quarter of 2026 and second quarter of 2025, respectively. Each of these three-month periods includes 13 weeks. The six-month periods ended June 28, 2026 and June 29, 2025 are referred to as the first six months of 2026 and the first six months of 2025, respectively. Each of these six-month periods includes 26 weeks. All percentage amounts and ratios presented in this management’s discussion and analysis were calculated using the underlying data in thousands. Unless otherwise indicated, all changes identified for the current period results represent comparisons to results for the prior corresponding period.

For purposes of this section, the terms “we,” “us,” “our,” and “SkyWater” refer to SkyWater Technology, Inc. and its subsidiaries collectively.

Overview

SkyWater Technology, Inc., together with its consolidated subsidiaries, is a U.S.-based, independent semiconductor foundry providing foundational-node manufacturing, advanced technology development, and advanced packaging services through an integrated, multi-site operating model. We operate exclusively within the United States, with fabrication and packaging facilities in Minnesota, Texas, and Florida.

Our operations are comprised of two reportable segments:

Legacy SkyWater: A Technology foundry that offers advanced semiconductor development and manufacturing services from its fabrication facility in Bloomington, Minnesota and advanced packaging services from its Kissimmee, Florida facility. Legacy SkyWater provides ATS and Wafer Services product offerings.

SkyWater Texas: A high-volume manufacturer that offers manufacturing services from its fabrication facility in Austin, Texas. SkyWater Texas provides Wafer Services product offerings focused on 200 mm semiconductor fabrication, copper processing, high-voltage technology services and 65 nm node infrastructure support.

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Factors and Trends Affecting our Business and Results of Operations

The following trends and uncertainties either affected our financial performance during the first six months of 2026 and 2025 or are reasonably likely to impact our results in the future.

•Macroeconomic and competitive conditions, including cyclicality and consolidation, as well as government funding in semiconductor technology and manufacturing, create unique challenges and opportunities for the semiconductor industry and SkyWater.

•Changes in trade policies, including the imposition of, or increase in tariffs and changes to existing trade agreements, could negatively impact our business, financial condition and results of operations.

•In August 2022, the U.S. enacted the CHIPS and Science Act pursuant to which the United States has committed to a renewed focus on providing incentives and funding for onshore companies to develop and advance the latest semiconductor technologies, supporting onshore manufacturing capabilities, and on strengthening key onshore supply chains. The CHIPS Act authorizes the U.S. Department of Commerce to enable execution of awards under the CHIPS Act and provides $52.7 billion for American semiconductor research, development, manufacturing, and workforce development, including $39 billion in financial assistance to build, expand, or modernize domestic facilities and equipment for semiconductor fabrication, assembly, testing, advanced packaging, or research and development. In December 2023, we submitted an application to the CHIPS Program Office of the U.S. Department of Commerce for funding through the CHIPS and Science Act for modernization and equipment upgrades to enhance production at our Minnesota facility. In December 2024, we signed a preliminary memorandum of terms that provides for up to $16 million pursuant to the CHIPS and Science Act, which is in addition to $19 million in incentives from the State of Minnesota. We can not predict when and/or if such funding will be received based upon Company conversations with U.S. and Minnesota government officials.

•We project customer-funded capital investment to be a significant driver of the success of our business model, as we expect customers to invest in our capabilities and enable us to develop technology platforms that will drive our future growth.

•Our overall level of indebtedness from our revolving credit agreement, which we refer to as the Revolver (as defined in Note 7 – Debt to the condensed consolidated financial statements), financing arising from the sale and leaseback of the land and building of our Minnesota facility, which we refer to as the VIE Financing, financing arrangements with lenders to finance the purchase of manufacturing tools and other equipment, which we refer to as the Tool Financing Loans, and the corresponding interest rates charged to us by our lenders, are key components of maintaining capital funding that allow us to continue to grow our business.

IonQ Acquisition of the Company

On July 31, 2026, pursuant to the Agreement and Plan of Merger, dated as of January 25, 2026 (the “Merger Agreement”), by and among the Company, IonQ, Inc., a Delaware corporation (“Parent”), Iris Merger Subsidiary 1 Inc., a Delaware corporation and a wholly-owned subsidiary of IonQ (“Merger Sub 1”), and Iris Merger Subsidiary 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub 2”), (i) Merger Sub 1 merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “First Merger”), and (ii) immediately following the effective time of the First Merger, the Company, as the surviving entity of the First Merger, merged with and into Merger Sub 2, which survived the merger as a wholly-owned subsidiary of Parent under the name SkyWater Technology, LLC (together with the First Merger, the “Mergers”).

The Mergers did not impact the Company’s results of operations for the periods presented. Additional information regarding the Mergers is included in Note 1 – Nature of Business and Note 15 – Subsequent Events to the condensed consolidated financial statements.

Financial Performance Metrics

Our senior management team regularly reviews certain key financial performance metrics within our business, including:

•Revenue;

•Gross profit and gross margin;

•Net income (loss); and

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•Earnings before interest, taxes, depreciation and amortization, as adjusted (“adjusted EBITDA”), which is a financial measure not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), that excludes certain items that may not be indicative of our core operating results, as well as items that can vary widely across different industries or among companies within the semiconductor industry. For information regarding our non-GAAP financial measure, see the section entitled “Non-GAAP Financial Measure” below.

Results of Operations

Second Quarter of 2026 Compared to the Second Quarter of 2025

The following table summarizes certain financial information relating to our operating results for the second quarter of 2026 and 2025.


	Second Quarter Ended				Percentage Change
	June 28, 2026		June 29, 2025

	(in thousands)
Consolidated statements of operations data:
Revenue	$	156,377	$	59,063	165%
Cost of revenue	121,166		48,164		152%
Gross profit	35,211		10,899		223%
Research and development expense	5,656		3,368		68%
Selling, general, and administrative expense	27,644		14,009		97%
Operating income (loss)	1,911		(6,478)		129%
Other expense:

Interest expense	(7,049)		(1,637)		331%
Total other expense	(7,049)		(1,637)		331%
Loss before income taxes	(5,138)		(8,115)		37%
Income tax (benefit) expense	22		742		(97)%
Net loss	(5,160)		(8,857)		42%
Less: net income attributable to noncontrolling interests	1,218		1,121		9%
Net loss attributable to SkyWater Technology, Inc.	$	(6,378)	$	(9,978)	36%

Revenue

Revenue was $156.4 million for the second quarter of 2026 compared to $59.1 million for the second quarter of 2025, an increase of $97.3 million, or 165%. The following table shows revenue by service type for the second quarter of 2026 and 2025:


	Second Quarter Ended
	June 28, 2026		June 29, 2025

	(in thousands)
ATS development	$	63,213	$	52,605
Tools	1,796		1,047
Wafer Services - Legacy SkyWater	3,957		5,411
Wafer Services - SkyWater Texas	87,411		—
Total	$	156,377	$	59,063

ATS development revenue increased $10.6 million, or 20%, from the second quarter of 2025 to the second quarter of 2026. The increase was primarily driven by a $30.0 million increase in the advanced compute industry. Additional increases include growth in other end markets, including $0.8 million consumer, and $0.7 million medical. These increases were partially offset by a $20.5 million decline in aerospace and defense revenue attributable to recent U.S. government policy shifts and changes in defense spending priorities, as two programs went on stop work and are proceeding to termination for convenience in 2026.

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Tools revenue increased $0.7 million from the second quarter of 2025 to the second quarter of 2026 driven by the ramp up of our Florida facility.

The increase in Wafer Services revenue of $86.0 million from the second quarter of 2025 to the second quarter of 2026 was primarily driven by an $87.4 million contribution from the Fab 25 acquisition, which expanded the Company’s manufacturing capacity. Of this amount, $7.5 million represents non-cash revenue associated with the off-market component of the Supply Agreement. Legacy SkyWater Wafer Services revenue decreased by $1.5 million, primarily driven by a decrease in wafer starts from a key automotive customer.

Cost of revenue

Cost of revenue increased $73.0 million to $121.2 million for the second quarter of 2026 from $48.2 million for the second quarter of 2025. The increase was primarily driven by $69.9 million higher costs resulting from the inclusion of Fab 25 operations following the acquisition, as well as a $1.0 million increase in cost of tool revenue, reflecting an increase in tool sales at the Florida facility.

Legacy SkyWater direct expenses decreased by $3.1 million, primarily driven by a $1.5 million decrease in stores inventory reflecting a reduction in outside vendor pricing, a $1.1 million decrease due to increased engineering labor supporting customer programs as engineering resources shifted from revenue-generating production efforts to development activities; and a $1.3 million decrease in outside services primarily due to the timing of subcontractor activity related to a customer program. Activity on the program was temporarily reduced during the period due to the timing of funding resolutions and has since resumed. These decreases were partially offset by $0.8 million of incremental costs incurred at the Florida facility related to activities required to install, qualify, and operationalize production tools. These costs are excluded from cost of tools.

Legacy SkyWater labor costs increased by $4.4 million, primarily driven by a $1.7 million increase in retention-related bonus expense reflecting incremental accruals associated with strategic initiatives and a $1.0 million increase in bonus expense reflecting accruals for current-year incentive compensation based on anticipated performance and improved operating expectations across the business. These increases were partially offset by a $1.2 million decrease in regular salaries and wages, primarily reflecting workforce optimization and restructuring initiatives following the Fab 25 acquisition, including the realization of employee synergies across the Texas and Minnesota operations.

Legacy SkyWater cost of revenue depreciation increased by $0.8 million quarter-over-quarter, primarily due to the commencement of depreciation on significant assets placed in service during the first quarter of 2026, most notably the Tool Financing Loan, which contributed approximately $0.7 million of depreciation.

Research and development expense

Research and development expense increased $2.3 million to $5.7 million for the second quarter of 2026. The increase in research and development expense was partially driven by $0.5 million of incremental costs associated with the inclusion of Fab 25 operations following the acquisition. In addition, lower customer activity resulted in approximately $1.0 million of engineering labor and related direct costs being allocated to internal research and development efforts rather than customer programs compared to the prior year.

Selling, general and administrative expense

Selling, general and administrative expense increased to $27.6 million for the second quarter of 2026, from $14.0 million for the second quarter of 2025. The increase of $13.6 million was primarily attributable to reflecting the inclusion of $5.5 million of Fab 25 operations following the acquisition. Retention-related bonus expense increased by $2.7 million, reflecting incremental accruals associated with strategic initiatives, while bonus expense increased by $0.7 million due to accruals for current-year incentive compensation based on anticipated performance. Regular salaries and wages increased by $1.1 million. In addition, expenses associated with the recent IonQ acquisition of SkyWater contributed to a $2.5 million increase in legal expenses and $1.1 million of contract breakage fees.

Interest expense

Interest expense increased to $7.0 million for the second quarter of 2026 from $1.6 million for the second quarter of 2025. The increase was the result of higher average borrowings under our revolving credit facility following an increase in the facility’s capacity in connection with the acquisition completed in the prior year. In addition, the Tool Financing Loan entered

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into in the second quarter of 2026 contributed $1.0 million of additional interest expense compared to the second quarter of 2025.

Net Loss

Net loss decreased $3.7 million, or 42% from $8.9 million for the second quarter of 2025 to $5.2 million for the second quarter of 2026. The increase was the result of the net impacts of the changes described above related to the components of our results of operations.

Adjusted EBITDA

Adjusted EBITDA increased $26.4 million to $28.7 million for the second quarter of 2026 from $2.3 million in the second quarter of 2025. The increase was primarily driven by the acquisition of Fab 25, including the impact of revenue recognized under the off-market component of the Supply Agreement, as well as continued expansion within the advanced compute end market. For a discussion of adjusted EBITDA as well as reconciliation to the most directly comparable U.S. GAAP measure, see the section below entitled “Non-GAAP Financial Measure.”

First Six Months of 2026 Compared to the First Six Months of 2025

The following table summarizes certain financial information relating to our operating results for the first six months of 2026 and 2025.


	First Six Months Ended				Percentage Change
	June 28, 2026		June 29, 2025

	(in thousands)
Consolidated statements of operations data:
Revenue	$	317,063	$	120,359	163%
Cost of revenue	249,700		95,203		162%
Gross profit	67,363		25,156		168%
Research and development expense	10,652		6,617		61%
Selling, general, and administrative expense	60,077		29,038		107%
Operating loss	(3,366)		(10,499)		68%
Other expense:

Interest expense	(13,208)		(3,450)		283%
Total other expense	(13,208)		(3,450)		283%
Loss before income taxes	(16,574)		(13,949)		(19)%
Income tax (benefit) expense	(262)		1,126		(123)%
Net loss	(16,312)		(15,075)		(8)%
Less: net income attributable to noncontrolling interests	2,374		2,248		6%
Net loss attributable to SkyWater Technology, Inc.	$	(18,686)	$	(17,323)	(8)%

Revenue

Revenue was $317.1 million for the first six months of 2026 compared to $120.4 million for the first six months of 2025, a increase of $196.7 million, or 163%. The following table shows revenue by service type for the first six months of 2026 and 2025:


	First Six Months Ended
	June 28, 2026		June 29, 2025

	(in thousands)
ATS development	$	118,149	$	105,140
Tools	11,698		2,281
Wafer Services - Legacy SkyWater	13,487		12,938
Wafer Services - SkyWater Texas	173,729		—
Total	$	317,063	$	120,359

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ATS development revenue increased $13.0 million, or 12%, from the first six months of 2025 to the first six months of 2026. The increase was primarily driven by a $49.9 million increase in the advanced compute industry. Additional increases included growth in other end markets, including $3.8 million consumer and $1.5 million medical. These increases were partially offset by a $41.2 million decline in aerospace and defense revenue attributable to recent U.S. government policy shifts and changes in defense spending priorities, as two programs went on stop work and are proceeding to termination for convenience in 2026, as well as a $0.8 million decrease in revenues from the Industrial Market.

Tools revenue increased $9.4 million from the first six months of 2025 to the first six months of 2026 driven by the ramp up of our Florida facility.

The increase in Wafer Services revenue of $174.3 million from the first six months of 2025 to the first six months of 2026 was primarily driven by an $173.7 million contribution from the Fab 25 acquisition, which expanded the Company’s manufacturing capacity. Of this amount, $17.7 million represents non-cash revenue associated with the off-market component of the Supply Agreement. Legacy SkyWater Wafer Services revenue increased by $0.5 million, primarily driven by a $1.2 million increase in revenue from consumer customers, as well as a $1.8 million increase in industrial, medical, and automotive markets, partially offset by a $2.2 million decrease in revenue from several aerospace and defense customers.

Cost of revenue

Cost of revenue increased $154.5 million to $249.7 million for the first six months of 2026 from $95.2 million for the first six months of 2025. The increase was primarily driven by 137.1 higher costs resulting from the inclusion of Fab 25 operations following the acquisition, as well as an 10.6 increase in cost of tool revenue, reflecting an increase in tool sales at the Florida facility.

Legacy SkyWater direct expenses increased by $0.8 million, primarily driven by $5.7 million of incremental costs incurred at the Florida facility related to activities required to install, qualify, and operationalize production tools. These costs are excluded from cost of tools. Electricity expense increased by $0.8 million compared to the prior-year period, primarily driven by an estimated 1.8% increase in electricity and fuel rates, incremental costs associated with adding functionality to our fabrication facilities, and a sizable refund recognized in the first half of 2025 that reduced the prior-year expense base. These increases were partially offset by a $5.2 million decrease in cost of sales associated with a select group of aerospace and defense customers, reflecting decreased funding and activity on those programs.

Legacy SkyWater labor costs increased by $6.5 million, primarily driven by $4.2 million of incremental labor costs incurred at the Florida facility in connection with activities required to install, qualify, and operationalize production tools. These costs are excluded from cost of tools. Retention-related bonus expense increased by $1.1 million, reflecting incremental accruals associated with strategic initiatives, while bonus expense increased by $0.7 million due to accruals for current-year incentive compensation based on anticipated performance and improved operating expectations across the business. LTIP and stock-based compensation expense increased by $0.1 million year-over-year, reflecting higher equity grant activity and related amortization.

Legacy SkyWater cost of revenue depreciation increased by $0.5 million year-over-year, primarily driven by the commencement of depreciation on significant assets placed in service during the first quarter of 2026, most notably the Twin Scan tool.

Research and development expense

Research and development expense increased $4.0 million to $10.7 million for the first six months of 2026. The increase was partially driven by $1.7 million of incremental costs associated with the inclusion of Fab 25 operations following the acquisition. In addition, lower customer activity resulted in approximately $1.7 million of engineering labor and resources being deployed on customer adjacent R&D efforts. Retention-related bonus expense increased by $0.5 million, reflecting incremental accruals associated with strategic initiatives. Bonus increased by $0.1 million reflecting accruals for the current year’s incentive compensation based on anticipated performance, compared to the prior-year period. The current-year accrual reflects improved operating expectations across the business. Regular salaries and wages increased $0.5 million.

Selling, general and administrative expense

Selling, general and administrative expense increased to $60.1 million for the first six months of 2026, from $29.0 million for the first six months of 2025. This increase was primarily driven by the $12.0 million contribution from the Fab 25 acquisition and $7.1 million of one-time transaction and integration costs, primarily related to legal, consulting, and other professional services fees, including a $1.1 million fee related to contract breakage. In addition, Legacy SkyWater incurred $6.9 million of consulting fees related to a contract modification with McKinsey. Retention-related bonus expense increased by $2.9 million, reflecting incremental accruals associated with strategic initiatives, while bonus expense increased by $0.4 million due

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to accruals for current-year incentive compensation based on anticipated performance and improved operating expectations across the business. Regular salaries and wages increased by $1.9 million.

Interest expense

Interest expense increased to $13.2 million for the first six months of 2026 from $3.5 million for the first six months of 2025. The increase was the result of higher average borrowings under our revolving credit facility following an increase in the facility’s capacity in connection with the acquisition completed in the prior year. In addition, the Tool Financing Loan entered into in the first six months of of 2026 contributed $1.0 million of additional interest expense compared to the second quarter of 2025.

Net Loss

Net loss increased $1.2 million, or 8.2% from $15.1 million for the first six months of 2025 to $16.3 million for the first six months of 2026. The increase was the result of the net impacts of the changes described above related to the components of our results of operations.

Adjusted EBITDA

Adjusted EBITDA increased $35.2 million, or 554%, to $41.6 million for the first six months of 2026 from $6.4 million in the first six months of 2025. The increase was primarily driven by the acquisition of Fab 25, including the impact of revenue recognized under the off-market component of the Supply Agreement, as well as continued expansion within the advanced compute end market. For a discussion of adjusted EBITDA as well as reconciliation to the most directly comparable U.S. GAAP measure, see the section below entitled “Non-GAAP Financial Measure.”

Segment Performance

Legacy SkyWater Segment


	Second Quarter Ended					First Six Months Ended
	June 28, 2026		June 29, 2025		Percentage Change	June 28, 2026		June 29, 2025		Percentage Change

	(in thousands)					(in thousands)
Revenue	$	68,966	$	59,063	17%	$	143,334	$	120,359	19%
Gross profit	17,641		10,899		62%	30,664		25,156		22%
Net loss	$	(16,330)	$	(8,857)	84%	$	(39,392)	$	(15,075)	161%

Revenue

Legacy SkyWater revenue increased $9.9 million, or 17%, from $59.1 million to $69.0 million when comparing the quarter ended June 29, 2025 with the quarter ended June 28, 2026. Legacy SkyWater revenue increased $23.0 million, or 19%, from $120.4 million to $143.3 million when comparing the first six months ended June 29, 2025 with the first six months June 28, 2026.

Legacy SkyWater Tools revenue increased $0.7 million or 72%, from $1.0 million to $1.8 million when comparing the quarter ended June 29, 2025 with the quarter ended June 28, 2026. Legacy SkyWater Tools revenue increased $9.4 million or 413% from $2.3 million to $11.7 million when comparing the first six months ended June 29, 2025 with the first six months June 28, 2026. These increases were primarily reflecting a higher volume of tool installations year-over-year primarily driven by a Florida facility program as the program nears initiating test vehicles for fan out technologies.

Legacy SkyWater ATS revenue increased $10.6 million or 20%, from $52.6 million to $63.2 million when comparing the quarter ended June 29, 2025 with the quarter ended June 28, 2026. This increase was driven by a $30.0 million increase in the advanced compute segment. Additional increases include growth in other end markets, including $0.8 million consumer, and $0.7 million medical. These increases were partially offset by a $20.5 million decline in aerospace and defense revenue, attributable to recent U.S. government policy shifts, changes in defense spending priorities, as two programs went on stop work and are proceeding to termination for convenience in 2026. Additionally, industrial revenue declined $0.8 million. Legacy SkyWater ATS revenue increased $13.0 million or 12%, from $105.1 million to $118.1 million when comparing the first six months ended June 29, 2025 with the first six months June 28, 2026. The increase was primarily driven by a $49.9 million increase in the advanced compute industry. Additional increases included growth in other end markets, including $3.8 million consumer and $1.5 million medical. These increases were partially offset by a $41.2 million decline in aerospace and defense revenue attributable to recent U.S. government policy shifts and changes in defense spending priorities, as two programs went

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on stop work and are proceeding to termination for convenience in 2026, as well as a $0.8 million decrease in revenues from the Industrial Market.

Legacy SkyWater Wafer Services revenue decreased by $1.5 million from $5.4 million to $4.0 million when comparing the quarter ended June 29, 2025 with the quarter ended June 28, 2026. This decrease was primarily driven by a decrease in wafer starts from a key automotive customer. Legacy SkyWater Wafer Services revenue increased by $0.5 million from $12.9 million to $13.5 million when comparing the first six months ended June 29, 2025 with the first six months June 28, 2026. This increase was primarily driven by a increase in wafer starts from key automotive customers during this period.

Gross profit

Gross profit increased from $10.9 million for the quarter ended June 29, 2025, to $17.6 million for the quarter ended June 28, 2026, resulting in an increase in gross margin from 19% to 26%. The increase in gross profit was primarily driven by an 11.7% increase in ATS revenue, largely attributable to the onboarding of a significant quantum computing program. Gross margin was further favorably impacted by lower supplier pricing and higher allocations from cost of sales to R&D, reflecting higher engineering labor and resources being deployed on customer adjacent R&D efforts. These benefits were partially offset by higher labor costs associated with onboarding the new customer program and acquisition-related expenses incurred.

Gross profit increased from $25.2 million for the six months ended June 29, 2025, to $30.7 million for the six months ended June 28, 2026, while gross margin remained consistent at 21% for both periods. The increase in gross profit was primarily driven by a $13.3 million increase in ATS revenue, largely attributable to the onboarding of a significant customer program, and a $9.4 million increase in tool revenue. These increases were partially offset by the relatively lower margins associated with tool revenue and $4.2 million of incremental labor costs related to the installation and qualification of production tools.

Net Loss

Net loss increased by $7.5 million to $16.3 million for the quarter ended June 28, 2026, from $8.9 million for the quarter ended June 29, 2025. Net loss increased by $24.3 million to $39.4 million for the first six months ended June 28, 2026, from $15.1 million for the first six months June 29, 2025. The increases were the result of the net impacts of the changes described above related to the components of our results of operations.

SkyWater Texas Segment


	Second Quarter Ended					First Six Months Ended
	June 28, 2026		June 29, 2025		Percentage Change	June 28, 2026		June 29, 2025		Percentage Change

	(in thousands)					(in thousands)
Revenue	$	87,411	$	—	NM	$	173,729	$	—	NM
Gross profit	17,570		—		NM	36,699		—		NM
Net income	$	11,170	—		NM	$	23,080	—		NM

Revenue

Revenue for the quarter ended June 28, 2026 included $87.4 million in Wafer Services revenue. Of this amount, $7.5 million represents non-cash revenue associated with the off-market component of the Supply Agreement. Revenue for the first six months ended June 28, 2026 included $173.7 million in Wafer Services revenue. Of this amount, $17.7 million represents non-cash revenue associated with the off market component of the Supply Agreement.

Gross profit

Gross profit was $17.6 million and gross margin was 20% for the quarter ended June 28, 2026, and gross profit was $36.7 million and gross margin was 21% for the six month period ended June 28, 2026.

Net Income

Net income was $11.2 million for the quarter ended June 28, 2026, and net income was $23.1 million for the six month period ended June 28, 2026.

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Liquidity and Capital Resources

General

For the three-months ended June 28, 2026, and fiscal year ended December 28, 2025, the Company incurred net (loss) income attributable to SkyWater Technology, Inc. of $(6.4) million and $118.9 million, respectively. As of June 28, 2026 and December 28, 2025, the Company held cash and cash equivalents of $12.6 million and $23.2 million, respectively.

We had $12.3 million in cash and cash equivalents, not including cash held by a VIE that we consolidate, and availability under our Revolver of $50.0 million at June 28, 2026. Prior to the Mergers, we were subject to certain liquidity and EBITDA covenants under our Loan Agreement, as outlined in the section below entitled “Indebtedness.” Upon completion of the Mergers, effective July 31, 2026, the Company repaid all amounts required to be paid to discharge the Company’s existing revolving credit facility under the Amended Loan Agreement and terminated the Amended Loan Agreement.

Open Market Sale Agreement

On September 2, 2022, SkyWater entered into an Open Market Sale Agreement with Jefferies LLC with respect to an at the market offering program (the “ATM Program”). Pursuant to the agreement, the Company has been able to offer and sell up to $100.0 million in shares of the Company’s common stock. During the six-month period ended June 28, 2026 and June 29, 2025, the Company did not sell shares under the ATM Program. From the date of the ATM Program through June 28, 2026, the Company has cumulatively sold 2,516,586 shares at an average sale price of $9.96 per share, resulting in gross proceeds of approximately $25.1 million before deducting sales commissions and fees of approximately $1.2 million. The Company used the net proceeds to pay down the Revolver and fund its operations.

As of June 28, 2026, the Company was authorized to sell an additional $74.9 million in shares under the ATM Program. The Merger Agreement with IonQ prohibits the Company from issuing new shares of the Company’s common stock without IonQ’s prior written consent, which precludes the Company from utilizing the ATM Program.

Capital Expenditures

For the first six months of 2026 and 2025, we spent approximately $23.8 million and $18.8 million, respectively, on capital expenditures, including purchases of property, equipment and software. The majority of these capital expenditures relate to improvements at our Minnesota facility and the development of our advanced packaging capabilities at our Center for NeoVation in Florida. We anticipate our cash on hand will provide the funds needed to meet our customer demand and anticipated capital expenditures for the next 12 months.

We have approximately $2.9 million of contractual commitments relating to various anticipated capital expenditures outstanding at June 28, 2026 that we expect to pay during the remainder of 2026 through cash on hand and operating cash flows.

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Working Capital

Historically, we have depended on cash on hand and funds available under our Revolver to fund our growth strategy, working capital needs, and capital expenditures. We believe that cash on hand will be adequate to support our strategy, ongoing operations, capital expenditures, lease obligations, and working capital for at least the next twelve months.

At June 28, 2026, the outstanding balance of our Revolver was $192.3 million, and our remaining availability under the Revolver was $50.0 million.

The following table sets forth general information derived from our interim condensed consolidated statement of cash flows for the first six months of 2026 and 2025:


	First Six Months Ended
	June 28, 2026		June 29, 2025

	(in thousands)
Net cash provided by operating activities	$	13,559	$	54,300
Net cash used in investing activities	$	(23,810)	$	(18,773)
Net cash used in financing activities	$	(391)	$	(4,998)

Cash and Cash Equivalents

At June 28, 2026 and December 28, 2025, we had $12.6 million and $23.2 million of cash and cash equivalents, respectively. A discussion of the change in cash and cash equivalents can be found below.

Operating Activities

Cash flow from operations is driven by changes in the working capital needs associated with the various goods and services we provide, and expenses related to the infrastructure in place to support revenue generation. Working capital is primarily affected by changes in accounts receivable, contract assets, accounts payable, accrued expenses, and contract liabilities, all of which are partially correlated to and impacted by changes in the timing and volume of activities performed in our facilities. Net cash provided by operating activities was $13.6 million during the first six months of 2026, a decrease of $40.7 million from $54.3 million of cash provided by operating activities during the first six months of 2025. The decrease in cash provided by operating activities during the first half of 2026 was driven primarily by a decrease in contract liabilities of $24.2 million, primarily due to the recognition of approximately $17.0 million of tool revenue and $5.4 million of ATS services revenue that had been billed in advance under a significant customer contract in Florida. Accounts receivable were $15.0 million less favorable than the prior-year period, reflecting higher revenue and the timing of customer collections. Contract assets were also $14.3 million less favorable than the prior-year period, primarily driven by funding received for a significant customer contract in June 2026, resulting in approximately $11.1 million of revenue recognized for work completed prior to funding. Inventory was $2.8 million less favorable than the prior-year period due to normal inventory growth. These unfavorable working capital movements were partially offset by accounts payable, which were $15.6 million more favorable than the prior-year period, primarily because the prior-year period included larger cash payments for tool purchases that did not recur in 2026.

Investing Activities

Our investments in capital expenditures are intended to enable revenue growth in new and expanding markets, help us meet product demand, and increase our manufacturing efficiencies and capacity. Net cash used in investing activities was $23.8 million during the first six months of 2026 compared to $18.8 million during the first six months of 2025 as we continue to invest in our development and manufacturing capabilities. The increase in cash used in investing activities during the first six months of 2026 reflects the increased capital spending on property and equipment compared to the same period in 2025.

Financing Activities

Net cash used in financing activities was $0.4 million during the first six months of 2026 from net cash used in financing activities of $5.0 million during the first six months of 2025. The decrease in net cash used by financing activities during the first six months of 2026 was primarily driven by $11.8 million in incremental cash proceeds from sales leaseback transactions that occurred in the first six months of 2026. This was offset by a decrease in net draws on our Revolver of $5.3 million, as well as $2.4 million incremental principal payments on long-term debt.

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Indebtedness

Sale Leaseback Transactions

In 2020, we entered into an agreement to sell the land and building of our Minnesota facility to Oxbow Realty, an affiliate of our then principal stockholder, for $39.0 million, less applicable transaction costs of $1.5 million and transaction services fees paid to Oxbow Realty of $2.0 million, and paid a guarantee fee to our then principal stockholder of $2.0 million. We subsequently entered into an agreement to leaseback the land and building from Oxbow Realty for initial payments of $0.4 million per month over 20 years. The monthly payments are subject to a 2% increase each year during the term of the lease. We are also required to make certain customary payments constituting “additional rent,” including certain monthly reserve, insurance, and tax payments, in accordance with the terms of the lease. Due to our continuing involvement in the property, we are accounting for the transactions as a failed sale leaseback. Under failed sale leaseback accounting, we are deemed the owner of the land and building with the proceeds received recorded as a financial obligation.

In June 2025, the Company entered into an agreement to sell and leaseback a furnace over a 36 month period. Monthly lease payments total $0.1 million under the agreement. The Company received $4.6 million of cash as part of the sale agreement and accounted for the transaction as a failed sale leaseback. As a result, the Company is deemed the owner of the asset and a financial obligation has been recorded. Monthly lease payments will reduce the financial obligation balance, with a portion of the payments being applied to interest expense over the course of the lease.

In April 2026, we entered into an agreement to sell a semiconductor manufacturing tool to an equipment financing lender for proceeds of approximately $36.0 million. We subsequently entered into an agreement to lease the tool from the lender for monthly payments of $0.8 million over 60 months. The agreement provides for a bargain purchase option at the end of the lease term and will be accounted for as a failed sale leaseback.

Revolving Credit Agreement

On December 28, 2022, we entered into a Loan and Security Agreement with Siena, which was amended on November 19, 2024 to extend the maturity date to December 31, 2028 and increase the total borrowing capacity to $130.0 million (the “Revolver”). On June 30, 2025, we entered into an Amended Loan Agreement with Siena and the other lenders party thereto, which replaced the prior Loan and Security Agreement, as amended, to further amend the credit facility and increase the borrowing base in connection with the Transaction. The Amended Loan Agreement significantly increased our borrowing capacity from $130 million to $350 million, increased the borrowing base under the Revolver, and extended the maturity date to June 30, 2030. The Amended Loan Agreement enhanced the availability under the borrowing base, increased the allowable unfunded capital expenditures from $15 million to $44 million for 2025, and increased our minimum liquidity requirement from $15 million to $30 million.

The Company has incurred $10.1 million of debt issuance costs in connection with the Amended Loan Agreement, which is being amortized as additional interest expense over the term of the Revolver. At June 28, 2026, we had borrowings of $192.3 million and availability of $50.0 million under the Revolver.

Under the Amended Loan Agreement, the Company may have been required to prepay the unpaid principal balance of the loans following specified prepayment events in the amount of 100% of the net proceeds received by the Company or any borrower with respect to such prepayment event. Borrowing under the Amended Loan Agreement was limited by a borrowing base of specified advance rates applicable to billed accounts receivable, unbilled accounts receivable, inventory and equipment, subject to various conditions and limits as provided in the Amended Loan Agreement. The Amended Loan Agreement also provided for borrowing base sublimits applicable to each of unbilled accounts receivable and equipment. Under certain circumstances, Siena may from time to time have established and revised reserves against the borrowing base and/or the maximum revolving facility amount.

Borrowings under the Amended Loan Agreement bore interest at a rate that depended upon the type of borrowing, whether a term secured overnight financing rate (“SOFR”) loan or base rate loan, plus the applicable margin. The term SOFR loan rate was a forward-looking term rate based on SOFR for a tenor of one month on the applicable day, subject to a minimum of 2.5% per annum. The base rate was the greatest of the prime rate, the Federal funds rate plus 0.5% and 7.0% per annum. The applicable margin was an applicable percentage based on the fixed charge coverage ratio that ranged from 4.0% to 5.0% per annum for term SOFR loans and ranges from 3.0% to 4.0% per annum for base rate loans.

The Amended Loan Agreement contained customary representations and warranties and financial and other covenants and conditions. Subject to certain cure rights and financial conditions, the Amended Loan Agreement required $10 million in minimum EBITDA (as defined in the Amended Loan Agreement) calculated as of the last day of each calendar month for the preceding twelve calendar months, prohibited unfunded capital expenditures in excess of the amounts set forth in the Amended Loan Agreement calculated as of the last day of each calendar year commencing December 31, 2025, required a minimum fixed charge coverage ratio, measured on a trailing twelve month basis, of not less than 1.00 to 1.00 if our liquidity was less than (i)

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$30 million prior to the consummation of a sale and leaseback transaction on certain owned real property in Austin, Texas or (ii) $80 million following the consummation of such sale and leaseback transaction, and required us to maintain liquidity of at least $70 million at all times following such sale and leaseback transaction. In addition, the Amended Loan Agreement placed certain restrictions on our ability to incur additional indebtedness (other than permitted indebtedness), to create liens or other encumbrances (other than liens relating to permitted indebtedness), to sell or otherwise dispose of assets, to merge or consolidate with other entities, and to make certain restricted payments, including payments of dividends to our stockholders. As of June 28, 2026, we were in compliance with applicable covenants of the Amended Loan Agreement.

Due to a lockbox clause in the Amended Loan Agreement, the outstanding loan balance was required to be serviced with working capital, and the debt was classified as short-term on the interim condensed consolidated balance sheets in accordance with U.S. GAAP.

Upon completion of the Mergers, effective July 31, 2026, the Company repaid all amounts required to be paid to discharge the Company’s existing revolving credit facility under the Amended Loan Agreement and terminated the Amended Loan Agreement.

VIE Financing

On September 30, 2020, Oxbow Realty, the Company’s consolidated VIE, entered into a loan agreement for $39.0 million (the “VIE Financing”) to finance the acquisition of the building and land of the SkyWater Minnesota facility. The VIE Financing is repayable in equal monthly installments of $0.2 million over 10 years, with the balance payable at the maturity date of October 6, 2030. The interest rate under the VIE Financing is fixed at 3.44%. The VIE Financing is guaranteed by Oxbow Industries, who is also the sole equity holder of Oxbow Realty. The VIE Financing is not subject to financial covenants.

The terms of the VIE Financing include provisions that grant the lender several protective rights when certain triggering events defined in the loan agreement occur, including events tied to SkyWater’s occupancy of the SkyWater Minnesota facility and SkyWater’s financial performance. The triggering events are not financial covenants and the occurrence of these triggering events do not represent events of default, nor do they result in the VIE Financing becoming callable, rather the protective rights become enforceable by the lender. Based on the level of SkyWater’s earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs relative to gross rents paid from SkyWater to Oxbow Realty, as defined in the loan agreement, a triggering event existed and the lender’s protective rights were enforceable during the first half of fiscal year 2025. Pursuant to its protective rights, the lender had retained in a restricted account amounts paid by SkyWater to Oxbow Realty pursuant to the Company’s related party lease agreement that were in excess of the scheduled debt payments paid by Oxbow Realty to the lender. The triggering event was cured during the three-month period ended June 29, 2025 and the funds held in the restricted account were remitted back to Oxbow Realty. No triggering events as defined in the loan agreement existed as of June 28, 2026.

The VIE Financing is secured by a security interest in the land and building which were the subject of the sale-leaseback transaction described above. The Company’s VIE incurred third-party transaction costs of $0.1 million, which are recognized as debt issuance costs and are amortizing as additional interest expense over the life of the VIE Financing. The Company incurred additional third-party transaction costs of $3.5 million, which are recognized as debt issuance costs and are being amortized as additional interest expense over the life of the VIE Financing.

Tool Financing Loans

We, from time to time, enter into financing arrangements with lenders to finance the purchase of manufacturing tools and other equipment. In April 2026, we entered into an agreement to sell a semiconductor manufacturing tool to an equipment financing lender for proceeds of approximately $36.0 million. We subsequently entered into an agreement to lease the tool from the lender for monthly payments of $0.8 million over 60 months. In fiscal year 2025, these arrangements totaled $6.0 million. These agreements include bargain purchase options at the end of the lease terms, which we intend to exercise. These transactions represent failed sale leasebacks with the associated equipment recorded in property and equipment, net and the proceeds received, net of scheduled repayments of the financings, recorded as debt on the consolidated balance sheets.

Material Cash Requirements

Our material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the consolidated financial statements:

•Capital expenditure commitments—Refer to Note 10.

•Capital lease commitments—Refer to Note 13 .

•Sale leaseback obligation—Refer to Note 11.

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•Income taxes—Refer to Note 8.

•Other commitments and contingencies—Refer to Note 10.

Recent Accounting Developments

For information on new accounting pronouncements, see Note 3 to the condensed consolidated financial statements.

Emerging Growth Company and Smaller Reporting Company Status

We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act, with this qualification ending at the end of our fiscal 2026. For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation, and shareholder advisory votes on golden parachute compensation.

The JOBS Act also permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use the extended transition period for complying with new or revised accounting standards and therefore, we will not be subject to the same new or revised accounting standards as other public companies that comply with such new or revised accounting standards on a non-delayed basis.

However, as of December 28, 2025, we no longer qualify as a “smaller reporting company” as defined under Rule 12b-2 of the Exchange Act due to the market value of our common stock held by our non-affiliates as of the last business day of the fiscal quarter ended June 29, 2025 exceeding the applicable threshold for smaller reporting company status. Accordingly, while we remain eligible to take advantage of certain reduced disclosure and reporting requirements applicable to emerging growth companies, we are no longer eligible to rely on the reduced disclosure and reporting requirements available to smaller reporting companies beginning with this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

In connection with preparing our interim condensed consolidated financial statements in accordance with U.S. GAAP, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue and expense, and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends, and other factors that management believes are relevant at the time we prepared our interim condensed consolidated financial statements. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our interim condensed consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates.

On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, valuation of long-lived assets, valuation of inventory, equity-based compensation, and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates under different assumptions or conditions.

There have been no changes to our critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended December 28, 2025.

Non-GAAP Financial Measure

Our interim condensed consolidated financial statements are prepared in accordance with U.S. GAAP. To supplement our interim condensed consolidated financial statements presented in accordance with U.S. GAAP, an additional non-GAAP financial measure is provided and reconciled in the table below.

We provide supplemental non-GAAP financial information that our management regularly evaluates to provide additional insight to investors as supplemental information to our U.S. GAAP results. Our management uses adjusted EBITDA to make informed operating decisions, complete strategic planning, prepare annual budgets, and evaluate the Company’s and our management’s performance. We believe that adjusted EBITDA is a useful performance measure to our investors because it provides a baseline for analyzing trends in our business and excludes certain items that may not be indicative of our core operating results. The use of non-GAAP financial information should not be considered as an alternative to, or more meaningful than, the comparable U.S. GAAP measure. In addition, because this non-GAAP financial measure is not determined in

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accordance with U.S. GAAP, other companies, including our peers, may calculate their non-GAAP financial measures differently than we do. As a result, the non-GAAP financial measure presented in this Quarterly Report on Form 10-Q may not be directly comparable to similarly titled measures presented by other companies.

Adjusted EBITDA

Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. We define adjusted EBITDA as net (loss) income before interest expense, income tax (benefit) expense, depreciation and amortization, equity-based compensation expense, and certain other items that we do not view as indicative of our ongoing performance, including net income attributable to noncontrolling interests, equity-based compensation expense and transaction costs.

We believe adjusted EBITDA is a useful performance measure to our investors because it allows for an effective evaluation of our operating performance when compared to other companies, including our peers, without regard to financing methods or capital structures. We exclude the items listed above from net income or loss in arriving at adjusted EBITDA because these amounts can vary substantially within our industry depending on the accounting methods and policies used, book values of assets, capital structures, and the methods by which assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net (loss) income determined in accordance with U.S. GAAP. Certain items excluded from adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in adjusted EBITDA. Our presentation of adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from adjusted EBITDA. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items. Accordingly, the exclusion of these items and other similar items in our non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual, unless otherwise expressly indicated.

The following table presents a reconciliation of net loss attributable to SkyWater Technology, Inc. to adjusted EBITDA, our most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.


	Second Quarter Ended				First Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025

	(in thousands)
Net loss attributable to SkyWater Technology, Inc.	$	(6,378)	$	(9,978)	$	(18,686)	$	(17,323)
Interest expense	7,049		1,637		13,208		3,450
Income tax expense (benefit)	22		742		(262)		1,126
Depreciation and amortization, net	14,684		4,301		27,315		8,659
EBITDA	15,377		(3,298)		21,575		(4,088)
Equity-based compensation expense (1)	3,071		2,282		5,681		4,220
Sale process costs (2)	8,707		—		11,431		—
Transaction and integration costs (3)	278		2,171		547		3,981
Net income attributable to noncontrolling interests (4)	1,218		1,121		2,374		2,248
Adjusted EBITDA	$	28,651	$	2,276	$	41,608	$	6,361

(1)Represents non-cash equity-based compensation expense.

(2)Represents incremental expenses incurred in connection with the Company’s evaluation of IonQ’s offer to acquire the Company, including legal, accounting, advisory fees, retention bonuses for select individuals, and contract breakage fees.

(3)Represents transaction and integration costs associated with our June 30, 2025 acquisition of Fab 25, including legal fees, professional services fees, consultant fees, and other costs to effectuate the closing of the transaction and integration of the acquired business.

(4)Represents net income attributable to noncontrolling interests arising from our variable interest entity (VIE), which was formed for the purpose of purchasing the land and building of our primary operating facility in Bloomington, Minnesota. Since interest expense is added back to net loss to shareholders in our adjusted EBITDA financial measure, we also add back the net income attributable to noncontrolling interests as its net income is derived from interest the VIE charges SkyWater.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices. as of June 28, 2026, our market risks relate to potential changes in the fair value of our debt due to fluctuations in applicable market interest rates. In the future, our market risk exposure generally will be limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.

Credit Risk

Financial instruments that potentially subject us to credit risk are cash and cash equivalents, accounts receivable, and contract assets. Cash balances are maintained in financial institutions, which at times exceed federally insured limits. We monitor the financial condition of the financial institutions in which our accounts are maintained and have not experienced any losses in such accounts. We perform ongoing credit evaluations as to the financial condition of our customers with respect to trade receivables and contract assets. Generally, no collateral is required as a condition of sale. Our consideration of the need for an allowance for credit losses is based upon current market conditions and other factors.

Interest Rate Risk

At June 28, 2026, the outstanding balance of our Revolver was $192.3 million, which bore interest at a variable rate. At June 28, 2026, the rate in effect was 8.0%. Based on the outstanding balance of our Revolver at June 28, 2026, a 100 basis point increase in the interest rate would have increased interest expense by $1.9 million annually.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial and accounting officer) as appropriate, to allow for timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive officer and principal financial officer, respectively, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of June 28, 2026. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 28, 2026 due to the material weaknesses in our internal control over financial reporting described below.

Notwithstanding the material weaknesses in internal control over financial reporting, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s condensed consolidated balance sheets as of June 28, 2026 and December 28, 2025, the related condensed consolidated statements of operations, shareholders’ equity, and cash flows for the three-month periods ended June 28, 2026 and June 29, 2025, present fairly, in all material respects, the Company’s financial position, results of its operations and its cash flows for the periods presented in this Quarterly Report on Form 10-Q, in conformity with GAAP.

Previously Reported Material Weaknesses

As disclosed in Item 9A. “Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 28, 2025, we identified material weaknesses in our internal control over financial reporting. As of June 28, 2026, we have a material weakness in our revenue accounting process and a material weakness in our Fab 25 account reconciliation processes. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Remediation Plans

Remediation of the revenue accounting process material weakness will require further validation and testing to demonstrate the sustained operating effectiveness of the new IT general controls implemented in the second half of 2025 to address the privileged access issues inherent in the manufacturing application and related databases. To remediate the revenue accounting process material weakness, the Company plans to sustain the execution of the new IT-general controls implemented in fiscal year 2025 throughout fiscal year 2026 and perform testing throughout fiscal year 2026 to validate the effectiveness of the new controls implemented and to address the other revenue control deficiencies aggregated in this material weakness.

Remediation of the Fab 25 account reconciliation material weakness will require design, implementation, and sustained execution of business process and IT general controls for all accounting processes and related applications at Fab 25. In preparation for this effort, the Company completed the migration of Fab 25 to the Company’s existing ERP system in February 2026 and the Company will be concluding the transition services agreement (“TSA”) in mid-2026, thereby bringing all accounting processes fully under the control of the Company.

The Company will not be able to conclude whether the actions it is taking will remediate these material weaknesses until it has completed its remediation plans and performed testing to validate the effectiveness of these controls throughout fiscal year 2026.

As the Company continues to evaluate and work to remediate the control deficiencies that gave rise to the revenue accounting process material weakness and the Fab 25 account reconciliation material weakness, it may determine that additional measures or time are required to address the issues fully, or that it needs to modify or otherwise adjust the remediation actions described above. The Company will also continue to assess the effectiveness of its remediation efforts in connection with its evaluation of its internal control over financial reporting. The revenue accounting process material weakness and the Fab 25 account reconciliation material weakness cannot be considered remediated until the Company’s remediation plans are completed and the effectiveness of the remedial actions validated.

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Changes in Internal Control Over Financial Reporting

Other than the remediation activity discussed above, there were no changes in our internal control over financial reporting that occurred during the three-month period ended June 28, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition.

Item 1A. Risk Factors

This Quarterly Report on Form 10-Q should be read in conjunction with the risk factors included in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2025. There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(c) During the three-month period ended June 28, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report:


Exhibit Number						Description

2.1						Agreement and Plan of Merger, dated as of January 25, 2026, among IonQ, Inc., Iris Merger Subsidiary 1 Inc., Iris Merger Subsidiary 2 LLC and SkyWater Technology, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2026)

3.1						Certificate of Formation of Iris Merger Subsidiary 2 LLC, as amended (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2026).









3.2						Limited Liability Company Agreement of Iris Merger Subsidiary 2 LLC, as amended (incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2026).

10.1+						SkyWater Technology, Inc. Non-Employee Director Compensation Policy

31.1						Certification of the Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*						Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2*						Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

+ Indicates a management contract or any compensatory plan, contract or arrangement.

* The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SkyWater Technology, LLC

Date: August 7, 2026	By:	/s/ Thomas Sonderman
	Thomas Sonderman Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Steve Manko
	Steve Manko Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)