NASDAQ: SKYT

Foundational Semiconductor Technologies in the Modern Economy

This context is central to understanding SkyWater’s business model, service offerings, and manufacturing strategy.

Semiconductor technologies are often described by minimum feature size or process node. While leading-edge digital nodes are essential for certain high-performance computing applications, a substantial portion of the global semiconductor market relies on foundational nodes—mature and specialty process technologies typically manufactured on 200 millimeter (mm) wafers at technology nodes such as 28 nanometer (nm) and larger.

Foundational-node semiconductors perform critical functions across modern electronic systems, including sensing, power management, signal conditioning, control logic, connectivity, timing, and interface functions. These devices

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are frequently embedded alongside advanced processors within larger systems to support reliable operation, safety, and system-level performance. In many applications, foundational-node devices are selected not for minimum feature size, but for characteristics such as robustness, longevity, analog performance, radiation tolerance, and predictable supply over extended product life cycles.

Products and systems across aerospace and defense, automotive, industrial automation, medical devices, energy infrastructure, and emerging computing platforms depend on foundational-node semiconductors. These applications often remain in production for decades, require stable and repeatable manufacturing processes, and depend on continuity of supply that is incompatible with rapid node migration or short technology life cycles.

Over the past several decades, a significant portion of global manufacturing capacity for foundational-node semiconductors migrated offshore, driven by cost optimization and industry consolidation. This shift increased geographic concentration of supply outside the United States. Recent supply disruptions and geopolitical developments have underscored risks associated with this concentration and highlighted the strategic importance of U.S. domestic manufacturing capabilities for foundational technologies.

SkyWater’s manufacturing strategy focuses on operating and expanding a U.S.-based foundry platform dedicated to foundational-node wafer fabrication and advanced packaging. These technologies are expected to remain an important component of the global semiconductor ecosystem due to their role in system architectures, the long product life cycles they support, and increasing emphasis on supply chain resilience, security, and domestic availability.

Long-Term Industry Trends

We believe several long-term industry trends underpin demand for SkyWater’s services and capabilities:

•System-level complexity and integration: Modern electronic systems increasingly combine advanced processors with foundational-node devices for power management, sensing, control, and interface functions. The increasing complexity of these systems supports continued demand for foundational technologies alongside leading-edge logic.

•Extended product life cycles: End markets such as aerospace and defense, automotive, industrial, and medical devices require semiconductor components that remain available and supported over extended time horizons. These requirements favor mature and specialty process technologies with stable manufacturing platforms.

•Supply chain resilience and domestic sourcing: Customers and governments are placing increased emphasis on geographic diversity, security, and transparency in semiconductor supply chains. Domestic manufacturing of foundational technologies supports continuity of supply for critical applications.

•Evolution of integrated device manufacturer (“IDM”) business models: Many semiconductor companies are adopting fab-lite or fabless operating models, outsourcing manufacturing to reduce capital intensity and increase flexibility. This shift is expanding demand for pure-play foundry services, including for foundational-node technologies that require specialized processes and long-term manufacturing support.

•Broad-based growth in semiconductor content: Semiconductor demand continues to expand across industries as electronic functionality becomes more deeply embedded in products and infrastructure. This growth includes analog, mixed-signal, power, sensing, and control technologies manufactured at foundational nodes.

•Emerging computing platforms: Certain emerging computing architectures, including quantum computing, rely on specialty materials, mature nodes, and advanced packaging rather than leading-edge digital scaling.

•Advanced packaging adoption: As transistor scaling slows, advanced packaging is increasingly used to improve system performance and integration, driving demand for coordinated wafer fabrication and packaging capabilities.

Collectively, we believe these trends support sustained demand for integrated wafer fabrication and advanced packaging services and reinforce the relevance of foundational-node manufacturing and pure-play foundry models within the semiconductor ecosystem.

Manufacturing Footprint and Facilities

SkyWater operates a multi-site, U.S.-based semiconductor manufacturing and packaging footprint focused on foundational technology nodes and specialized applications.

Our Minnesota facility has a long operating history and serves as a center for advanced technology development and high-mix semiconductor manufacturing. The site supports a broad portfolio of analog, mixed-signal, MEMS, and

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specialty CMOS technologies, as well as development programs for emerging applications that require close coordination between engineering and manufacturing.

SkyWater also operates an advanced packaging facility in Kissimmee, Florida, through the Center for NeoVation. This facility supports development and manufacturing of advanced packaging solutions, including fan-out wafer-level packaging, silicon interposers and hybrid wafer bonding. These capabilities support a range of heterogeneous integration approaches and enable system-level solutions using both SkyWater-manufactured wafers and wafers fabricated at other foundries.

In 2025, SkyWater expanded its manufacturing scale through the acquisition and integration of Fab 25 in Austin, Texas ("SkyWater Texas"). This facility significantly increased the Company’s 200 mm wafer manufacturing capacity for foundational nodes, including technologies in the 130 nm to 65 nm range. The Texas facility added production-oriented infrastructure and complementary capabilities, increasing available wafer throughput and supporting higher-volume domestic manufacturing programs while maintaining operational flexibility.

Together, these facilities operate as an integrated domestic network designed to balance scale, flexibility, and specialization within a secure domestic footprint.

Business Model

SkyWater’s business model is designed to support an evolution in semiconductor innovation, in which customer differentiation increasingly occurs across the full technology stack, rather than solely at the circuit or design level. Historically, semiconductor innovation relied on standardized foundry processes that enabled differentiation primarily through circuit design. As device scaling has slowed and system requirements become more complex, differentiation has increasingly shifted toward process technology, materials, device physics, integration schemes, and packaging.

SkyWater addresses this shift by integrating wafer fabrication and advanced packaging across two primary service categories: Advanced Technology Services ("ATS") and Wafer Services ("WS"). Both ATS and WS span wafer processing and advanced packaging, enabling customers to engage with SkyWater in areas where differentiation is occurring—within the process and integration stack.

Our operations are comprised of two reportable segments:

Legacy SkyWater: A pure-play 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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A core element of SkyWater’s value proposition is the ability for customers to develop and manufacture differentiated technologies within a single, production-grade environment. By enabling innovation and production to occur on the same foundry platform, customers benefit from early focus on quality, yield, reliability, and manufacturability, rather than developing technologies in isolated or non-production settings.

This integrated model also addresses the intellectual property sensitivity associated with many advanced and specialty semiconductor programs. Conducting development and manufacturing within a single trusted foundry environment reduces the need to transfer process knowledge, data, or materials between multiple external facilities, helping customers limit exposure of proprietary technologies.

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SkyWater’s integrated ATS and WS model can also reduce time to market. By eliminating the transfer and requalification of processes at a separate manufacturing facility, customers can avoid additional qualification cycles that may otherwise extend development timelines by 12 to 24 months. This continuity supports a more direct transition from development to volume manufacturing and allows customers to respond more efficiently to market requirements.

ATS engagements support customer-funded development activities spanning materials, devices, process flows, and packaging architectures. These programs are conducted within production-oriented manufacturing environments, enabling customers to co-develop technology directly with the foundry while addressing manufacturability, yield, and scalability early in the development process. ATS programs often form the basis for differentiated technologies that are not achievable using standard foundry processes.

Wafer Services provide production manufacturing for both established platform technologies and customer-specific technologies that emerge from ATS programs. As development efforts mature and technologies are qualified, customers may transition directly into sustained manufacturing without transferring processes or intellectual property to a third-party foundry. This integrated model supports continuity of supply and long-term manufacturing for differentiated technologies.

This approach reflects a broader industry shift toward closer collaboration between innovators and foundries, as semiconductor differentiation increasingly depends on co-development across the full technology stack rather than design alone.

Advanced Technology Services

Through ATS, SkyWater collaborates with customers to develop specialized semiconductor process technologies for applications that require customization, reliability, or non-standard integration. These engagements are conducted within production manufacturing environments, enabling early focus on yield, repeatability, and manufacturability.

ATS programs may involve new materials, device structures, process flows, or integration approaches and are typically structured as customer-funded engagements. By aligning development activities directly with manufacturing operations, customers can transition technologies into production more efficiently than development conducted in isolated prototyping environments.

Wafer Manufacturing Services

SkyWater provides wafer manufacturing services for analog, mixed-signal, MEMS, and specialty CMOS devices, primarily on 200 mm wafers. The Company focuses on foundational technology nodes that prioritize performance,

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reliability, and longevity rather than minimum feature size. These technologies support applications with long deployment horizons and demanding operating requirements.

Wafer Services include both the manufacture of established platform technologies and the production of customer-specific technologies that originate from ATS programs. As ATS engagements mature and processes are qualified for manufacturing, customers may transition these customized technologies into Wafer Services for sustained production. This model supports continuity from development through volume manufacturing without transferring processes to a third-party foundry.

The integration of SkyWater Texas in 2025 expanded domestic manufacturing scale for foundational nodes, increasing available throughput and enabling support for higher-volume programs while maintaining high-mix manufacturing flexibility. Wafer manufacturing services are supported by established process technologies, design enablement, and operational infrastructure tailored to customized and specialty production requirements.

Advanced Packaging

Advanced semiconductor packaging has become an increasingly important component of system performance and integration. SkyWater Technology’s Florida operations provide advanced packaging development and manufacturing capabilities that enable the integration of multiple devices, functions, or technologies within a single package.

These advanced packaging services support both SkyWater-manufactured wafers and wafers sourced from other foundries, allowing customers to access domestic packaging capabilities regardless of wafer origin. This expands SkyWater’s scope beyond wafer fabrication and supports participation in system-level solutions for commercial and government applications.

Raw materials

As a manufacturer of high precision products, we maintain critical supplier relationships to ensure high quality starting materials are available to be used in our processing activities. These raw materials include silicon wafers, high-purity compressed gases, high-purity metals for film deposition processes, high-purity acid, base, and cleaning solutions for various wet processing steps, and semiconductor grade photoresist and developer for photolithography. Our principal suppliers for these materials are:

• Globalwafers Co. LTD. (silicon wafers)

• SEH America Inc, subsidiary of Shin-Etsu Handotai, Ltd. (silicon wafers)

• Honeywell Electronic Materials, Inc. (metal sputtering targets)

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• JX Metals USA, Inc. (metal sputtering targets)

• Linde, Inc. (bulk and specialty gases)

• Airgas USA LLC (specialty gases)

• EMD Performance Materials Corp (Versum) (specialty chemicals and gases)

• CMC Chemicals, Inc. (a subsidiary of Entegris) (process and chemical mechanical polishing chemicals)

• Rohm and Haas EM LLC (a subsidiary of DuPont) (photoresist)

• JSR Micro Inc. (photoresist)

• FUJIFILM Electronic Materials USA, Inc. (photoresist)

• Tokyo Ohka Kogyo America, Inc. (photoresist)

• Moses Lake Industries Inc. (developer)

End Markets

SkyWater serves customers across end markets where domestic manufacturing, supply continuity, long product life cycles, and technical differentiation are critical. Our primary end markets include:

•Aerospace and defense (A&D): Including trusted and secure microelectronics, radiation-tolerant and radiation-hardened devices, and mission-critical systems supporting U.S. government and defense programs.

•Quantum computing: Including superconducting and other specialized device architectures that require tight integration between process development, manufacturing, and advanced packaging.

•Automotive: Particularly applications requiring reliability, longevity, and stable supply over extended product lifetimes.

•Bio-health: Including medical devices, diagnostics, and imaging systems.

•Industrial: Including sensing, control, and power management applications.

Aerospace and Defense Market

Aerospace and defense customers operate under stringent technical, security, quality, and supply assurance requirements. Supporting these programs requires compliance with specialized accreditation, information handling protocols, facility security, process control, and traceability standards, as well as the ability to operate within a trusted domestic supply chain. SkyWater maintains certifications, infrastructure, and operating controls designed to support these requirements, which can limit the number of qualified manufacturing providers.

SkyWater operates as a pure-play semiconductor foundry free of foreign ownership or control, a structure that is increasingly important to customers and U.S. government programs seeking supply chain diversification, transparency, and assured domestic manufacturing for sensitive applications. This operating model enables SkyWater to serve as a neutral manufacturing partner for secure programs that require technical rigor and supply chain integrity.

Quantum Computing Market

Quantum computing represents a growing segment of SkyWater’s business and reflects increasing demand for specialized, domestic manufacturing capabilities to support next-generation computing platforms. SkyWater supports customers across multiple quantum computing modalities, including superconducting, photonic, spin-based, and other device architectures, each with distinct requirements on materials, process integration, device physics, and advanced packaging.

These programs typically involve close collaboration with customers to develop specialized processes and integration approaches, often beginning as Advanced Technology Services engagements and transitioning into production-oriented manufacturing and packaging as platforms mature. Supporting these programs requires a manufacturing environment capable of accommodating non-standard processes, tight process control, and iterative co-development.

SkyWater’s pure-play foundry model and integrated wafer fabrication and advanced packaging capabilities support customer development efforts across the full technology stack while maintaining continuity from development through manufacturing. Experience supporting diverse quantum architectures also informs the broader value of SkyWater’s foundry platform in highly strategic and emerging technology domains.

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Our Customers

We serve a diverse array of customers ranging from designers producing near-commodity volume chips to those requiring highly specialized next-generation technology solutions. Infineon accounted for 43% and 7% of our revenue for fiscal years ended December 28, 2025 and December 29, 2024, respectively. Two customers, other than Infineon, represented 21% and 10% of our revenue for the fiscal year ended December 28, 2025. Two customers, other than Infineon, represented 40%, and 20% of our revenue for the fiscal year ended December 29, 2024.

Sales and Marketing

SkyWater’s sales and marketing activities reflect the technical and consultative nature of our business. Customer engagements typically involve extended sales cycles that include technical evaluation, development, qualification, and production phases. Our sales teams work closely with engineering and operations personnel to support customers throughout these stages.

SkyWater focuses on building long-term customer relationships by embedding closely with customer programs and aligning our manufacturing and development capabilities with customer requirements. This approach supports durable engagements, high switching costs, and sustained participation across customer product life cycles.

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. and 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”).

Subject to the terms and conditions set forth in the Merger Agreement, 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 held by (x) the Company, Parent, Merger Sub 1, Merger Sub 2, or their respective direct or indirect wholly-owned subsidiaries and Company Shares for which the holder is entitled to demand and properly demands appraisal of such Company Shares pursuant to, and in compliance in all respects with, Section 262 of the Delaware General Corporation Law) will be converted into the right to receive (i) $15.00 in cash (the “Per Share Cash Consideration”) plus (ii) a number of shares of Parent common stock, par value $0.0001 per share (the “Parent Shares”), equal to the Exchange Ratio (as defined below), plus cash in lieu of any fractional shares to which such Company Share would otherwise be entitled (such cash and shares collectively, the “Merger Consideration”).

The “Exchange Ratio” means the quotient obtained by dividing (i) $20.00 by (ii) the volume weighted average price of the Parent Shares for the 20 full consecutive trading days prior to, but not including, the third business day before the closing date of the Mergers (the “Parent Trading Price”); provided, however, that (i) if the Parent Trading Price is greater than or equal to $60.13, then the Exchange Ratio shall be equal to 0.3326 shares of Parent Shares or (ii) if the Parent Trading Price is less than or equal to $37.99, then the Exchange Ratio shall be equal to 0.5265 shares of Parent Shares.

The closing of the Mergers is subject to various closing conditions, including (i) that the Merger Agreement shall have been adopted by the stockholders of the Company in accordance with the Delaware General Corporation Law, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any applicable law or regulation enacted or deemed applicable to the Mergers by a governmental authority that makes consummation of the Mergers illegal and any judgment, injunction, order or decree prohibiting or enjoining the consummation of the Mergers, and (iv) the accuracy of the other party’s representations and warranties contained in the Merger Agreement (subject to customary materiality qualifications), and the other party’s compliance in all material respects with its covenants and agreements contained in the Merger Agreement. In addition, the parties’ obligations to consummate the Mergers are subject to the absence of any Parent Material Adverse Effect (as defined in the Merger Agreement), with respect to the Company’s obligation to consummate the Mergers, and any Company Material Adverse Effect (as defined in the Merger Agreement), with respect to Parent’s obligation to consummate the Mergers, occurring after the date of the Merger Agreement and continuing. The closing of the Mergers is not subject to a financing condition.

Acquisition

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On June 30, 2025, the Company completed the acquisition of all of the issued and outstanding membership interests of Spansion Fab 25, LLC (“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 Technologies AG’s (“Infineon”) 200 mm fab in Austin, Texas (the “Transaction”), pursuant to the amended Membership Interest Purchase Agreement, with Spansion LLC (“Spansion”), an affiliate of Infineon. The Transaction enhanced SkyWater’s capabilities in foundational semiconductor manufacturing and strengthen its strategic position within North America’s semiconductor ecosystem.

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 $120.0 million which was included in the purchase price for the Transaction. In addition, as part of the 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 $1.2 million annually through June 2029, after which time the agreement can be extended with lease payments adjusted based on fair market value escalators.

Intellectual Property and Research and Development

We rely on a combination of copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual provisions, to protect our proprietary technology. We also rely on a number of registered and unregistered trademarks to protect our brand.

In addition, we seek to protect our intellectual property rights by requiring our employees and independent contractors involved in development of intellectual property on our behalf to enter into agreements acknowledging that all material works or other intellectual property generated or conceived by them on our behalf are our property, and assigning to us any rights, including intellectual property rights, that they may claim or otherwise have in those works or property, to the extent allowable under applicable law.

Despite our efforts to protect our technology and proprietary rights through intellectual property rights, licenses and other contractual protections, unauthorized parties may still copy or otherwise obtain and use our software and other technology. In addition, we intend to continue to expand our international market presence, and effective intellectual property, copyright, trademark and trade secret protection may not be available or may be limited in foreign countries. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Further, companies in the communications, technology, and other industries in which we operate may own large numbers of patents, copyrights, trade secrets and trademarks and may frequently threaten litigation, or file suit against us based on allegations of infringement, misappropriation, or other violations of intellectual property rights. In the future, we may also face allegations that we have infringed, misappropriated, or otherwise violated the intellectual property rights of third parties.

We have also made significant investments in research and development for our platform. Our research and development activities seek to upgrade and improve our manufacturing technologies and processes. A substantial portion of our research and development activities are undertaken in cooperation with our customers and equipment vendors. Due to the rapid changes in technology that characterize the semiconductor industry, effective research and development is essential to our success. We plan to continue to invest significantly in research and development activities in order to develop advanced process technologies for new applications. Our research and development expenses were $14.6 million and $15.0 million for the fiscal years ended December 28, 2025 and December 29, 2024, respectively.

Environmental, Safety and Quality Matters

Our research, development and manufacturing processes require the use of materials and the generation of wastes and emissions subject to extensive regulations. United States federal, state, and local regulations, in addition to those of other foreign countries in which we operate, impose various environmental rules and obligations, which are becoming increasingly stringent over time, intended to protect the environment, and in particular, to regulate the management and disposal of hazardous substances. As a result, our facilities have implemented an Environmental Management System that adheres to ISO 14001 certified, an international standard that provides management guidance on how to achieve compliance assurance and continuous improvement.

We also face increasing complexity in our product design as we adjust to new and future requirements relating to the materials composition of our products, including the restrictions on lead and other hazardous substances that apply to specified electronic products put on the market in the European Union (Restriction on the Use of Hazardous Substances Directive 2011/65/EC, also known as the RoHS Directive) and similar legislation in California. Other laws impose liability

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on owners and operators of real property for any contamination of the property even if they did not cause or know of the contamination. While to date we have not experienced any material adverse impact on our business from environmental regulations, we cannot provide assurance that environmental regulations will not impose expensive obligations on us in the future, or otherwise result in the incurrence of liabilities such as the following:

•a requirement to increase capital or other costs to comply with such regulations or to restrict discharges;

•liabilities to our employees and/or third parties; and

•business interruptions as a consequence of permit suspensions or revocations, or as a consequence of the granting of injunctions requested by governmental agencies or private parties.

Climate change related regulations also present a risk of increased manufacturing costs associated with emissions control equipment and/or decreased access to key raw materials. Examples applicable to semiconductor operations include existing and proposed regulations for perfluorocarbons and per- and polyfluoroalkyl substances (“PFAS”), Perfluorocarbons have historically made up a large portion of our direct greenhouse gas emissions. New or increased regulations limiting the use of such compounds, or other greenhouse gas emissions, could require us to install additional abatement equipment, purchase carbon offsets, and/or alter, where feasible, our production processes and sources. PFAS, which are found in parts, components, process chemicals and other materials used in semiconductor manufacturing are critical to the manufacturing and functioning of many semiconductor products and there are limited technically and commercially feasible alternatives to them.

Our facilities are currently pursuing ISO 45001 certification, which recognizes compliance with international occupational health and safety standards that provide guidance on how to achieve an effective health and safety management system. The health and safety standard management system assists in evaluating compliance status with all applicable health and safety laws and regulations, as well as establishing preventative and control measures. We believe we are currently in compliance with all applicable health and safety laws and regulations.

We have placed significant emphasis on achieving and maintaining a high standard of manufacturing quality. Our facilities are ISO 9001 certified, an international quality standard that provides guidance to achieve an effective quality management system. In addition, our Minnesota facility is TS 16949 certified. Our Minnesota facility has been accredited as a Category 1A Trusted Fab for fabrication, design and testing of DoW Trusted Microelectronics, and our Florida facility is in-process for the same accreditation.

Our goal in implementing ISO 45001, ISO 14001, ISO 9001, and TS 16949 systems is to continually improve our environmental, health, safety, and quality management systems. We are committed to environmental, social, and governance best practices with a company-wide focus on sustainability through diverse initiatives and activities.

Human Capital Resources

As of December 28, 2025, we had 1,551 employees. All employees reside in the United States of America.

Our goal is to attract and retain highly qualified, passionate, and agile personnel. On occasion, we will employ independent contractors to support our efforts. None of our employees or contractors are subject to a collective bargaining agreement. We consider our employee relations to be good and we have never experienced a work stoppage.

Our human capital management objectives are to acquire, engage, develop, and retain our top talent. We are committed to fostering an environment where all employees can grow and thrive. A diverse workforce results in a broader range of perspectives, helping drive our commitment to growth. We believe that our compensation and benefit programs are appropriately designed to attract and retain qualified talent. To create and maintain a successful work environment, we offer an annual base salary and a comprehensive package of additional benefits that support the overall well-being of all our employees and their families. Additionally, we may also grant equity awards to attract, reward, and retain key employees to allow for them to share in our overall performance.

Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to 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 of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions

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from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We have elected to take advantage of all of these exemptions.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take advantage of the benefits of this extended transition period.

We could be an “emerging growth company” until the last day of the first fiscal year following the fifth anniversary of our IPO, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.235 billion, if we issue more than $1.0 billion in non-convertible debt in any three-year period; or if we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”). We will cease to be an emerging growth company at the end of our fiscal 2026.

However, as December 31, 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 and we are still applying the reduced disclosure and reporting requirements for smaller reporting companies in this Annual Report on Form 10-K, we will no longer be eligible to rely on the reduced disclosure and reporting requirements available to smaller reporting companies beginning with our Quarterly Report on Form 10-Q for the first quarter of 2026.

Available Information

We make available free of charge (other than an investor’s own Internet access charges) through our Internet website (http://www.skywatertechnology.com) our Annual Report on Form 10-K and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the “SEC”). We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.