SkyWater Execs Unveil 10b5-1 Plans to Sell Over 464K Shares

TL;DR

**SKYT's CEO and CFO are cashing out a chunk of shares, signaling a potential lack of conviction; tread carefully.**

AI Summary

SkyWater Technology, Inc. (SKYT) filed a 10-Q/A on September 22, 2025, to amend its Quarterly Report for the period ended March 30, 2025. The amendment specifically addresses the inadvertent omission of Rule 10b5-1 trading arrangements entered into by CEO Thomas Sonderman and CFO Steve Manko. On March 14, 2025, Thomas Sonderman adopted a Rule 10b5-1 plan to sell up to 14,958 shares of common stock, with the arrangement expiring by June 15, 2026. Concurrently, Steve Manko adopted a Rule 10b5-1 plan to sell up to 449,146 shares, with his arrangement expiring by July 9, 2027. These sales represent a significant portion of Manko's potential holdings, indicating a planned divestment. The filing also includes new certifications from the principal executive and financial officers, as required by Rule 12b-15 of the Exchange Act, but omits paragraphs 3, 4, and 5 due to the absence of financial statement amendments. No other disclosures from the original Q1 Form 10-Q were modified or updated.

Why It Matters

The disclosure of Rule 10b5-1 trading arrangements by SkyWater's CEO and CFO signals planned stock sales, which can be interpreted by investors as a lack of confidence or a move to diversify personal portfolios. For employees, this might raise questions about leadership's long-term commitment, while customers are unlikely to be directly impacted. In a competitive semiconductor industry, such executive selling could subtly influence market perception, especially if the sales are substantial relative to their total holdings, potentially putting downward pressure on SKYT's stock price.

Risk Assessment

Risk Level: medium — The risk level is medium because the CEO, Thomas Sonderman, plans to sell 14,958 shares and the CFO, Steve Manko, plans to sell a substantial 449,146 shares. While 10b5-1 plans are pre-scheduled, the sheer volume of shares from the CFO, totaling 449,146, could be perceived negatively by the market, potentially indicating a lack of strong insider confidence.

Analyst Insight

Investors should closely monitor SKYT's stock performance following this disclosure, particularly for any downward pressure. Consider the implications of the CFO's significant planned sale of 449,146 shares when evaluating the company's future prospects and insider sentiment.

Executive Compensation

Key Numbers

• 14,958 — Shares for CEO's 10b5-1 plan (Thomas Sonderman's planned stock sales)
• 449,146 — Shares for CFO's 10b5-1 plan (Steve Manko's planned stock sales, a significant volume)
• March 30, 2025 — Quarter end date (Period covered by the original 10-Q and this amendment)
• September 22, 2025 — Amendment filing date (Date the 10-Q/A was filed with the SEC)
• 48,037,024 — Common shares outstanding (Total shares outstanding as of May 5, 2025)

Key Players & Entities

• SkyWater Technology, Inc. (company) — registrant filing the 10-Q/A
• Thomas Sonderman (person) — Chief Executive Officer of SkyWater Technology, Inc.
• Steve Manko (person) — Chief Financial Officer of SkyWater Technology, Inc.
• SEC (regulator) — U.S. Securities and Exchange Commission
• Nasdaq Stock Market LLC (regulator) — exchange where SKYT common stock is registered
• $0.01 (dollar_amount) — par value per share of common stock
• March 14, 2025 (date) — date CEO and CFO adopted Rule 10b5-1 trading arrangements
• June 15, 2026 (date) — expiration date for Thomas Sonderman's Rule 10b5-1 trading arrangement
• July 9, 2027 (date) — expiration date for Steve Manko's Rule 10b5-1 trading arrangement
• 48,037,024 (dollar_amount) — shares of common stock outstanding on May 5, 2025

FAQ

Industry Context

SkyWater Technology operates in the semiconductor manufacturing industry, specifically focusing on advanced technology development and manufacturing services. The industry is characterized by high capital intensity, rapid technological advancements, and intense global competition. Companies in this sector often rely on strategic partnerships and government support to fund research and development and expand manufacturing capacity.

Regulatory Implications

The filing of this amendment underscores the importance of accurate and timely disclosure of insider trading arrangements under SEC regulations. Failure to properly disclose such plans can lead to regulatory scrutiny and potential penalties. The updated certifications also reinforce compliance with Sarbanes-Oxley Act requirements.

What Investors Should Do

1. Monitor executive stock sales.
2. Review original Q1 Form 10-Q for comprehensive financial data.
3. Assess the company's overall financial health and strategic outlook.

Key Dates

• 2025-03-14: CEO and CFO adopted Rule 10b5-1 trading arrangements. — Indicates planned stock sales by key executives, potentially signaling a bearish sentiment or need for liquidity.
• 2025-03-30: Quarter end date for the original Form 10-Q. — Defines the period covered by the financial information in the original filing.
• 2025-05-08: Original Form 10-Q filed. — Initial disclosure of financial results and business operations for the quarter ended March 30, 2025.
• 2025-05-05: Record date for common shares outstanding. — Provides the total number of shares outstanding as of a specific date, relevant for per-share calculations.
• 2025-09-22: Form 10-Q/A (Amendment No. 1) filed. — Corrects inadvertent omissions regarding executive trading plans and includes updated certifications.

Glossary

Rule 10b5-1 trading arrangement

A written plan adopted by an insider (like an executive) for trading securities. It allows the insider to pre-arrange the purchase or sale of company stock at a future date, providing an affirmative defense against allegations of insider trading. (The inadvertent omission of these plans for the CEO and CFO is the primary reason for this amendment filing, highlighting potential future stock sales by key personnel.)

Form 10-Q/A

An amendment to a previously filed Quarterly Report on Form 10-Q. It is used to correct or supplement information previously filed. (This filing is an amendment to correct disclosure errors related to executive trading plans.)

Regulation S-K

A body of rules and regulations adopted by the U.S. Securities and Exchange Commission (SEC) that governs the disclosure requirements for companies filing with the SEC. (Specific items within Regulation S-K (like Item 408(a) and Item 5) are referenced in relation to the disclosure of trading arrangements.)

Section 16 officer

An officer of a company who is also subject to Section 16 of the Securities Exchange Act of 1934, which requires reporting of beneficial ownership of securities and changes in ownership by insiders. (The Rule 10b5-1 plans discussed involve Section 16 officers (CEO and CFO).)

Year-Over-Year Comparison

This filing is an amendment to the original Q1 Form 10-Q and does not present year-over-year comparisons of financial metrics. The primary change is the disclosure of Rule 10b5-1 trading arrangements adopted by the CEO and CFO on March 14, 2025, involving the sale of up to 14,958 shares by the CEO and 449,146 shares by the CFO. No other financial or operational disclosures from the original filing have been modified.

Key Financial Figures

• $0.01 — ch Registered Common stock, par value $0.01 per share SKYT The Nasdaq Stock Marke

Filing Documents

• skyt-20250330.htm (10-Q/A) — 58KB
• skyt-20250330x10xqaxex311.htm (EX-31.1) — 5KB
• skyt-20250330x10xqaxex312.htm (EX-31.2) — 4KB
• skyt-20250330_g1.jpg (GRAPHIC) — 13KB
• 0001819974-25-000041.txt ( ) — 541KB
• skyt-20250330.xsd (EX-101.SCH) — 3KB
• skyt-20250330_def.xml (EX-101.DEF) — 3KB
• skyt-20250330_lab.xml (EX-101.LAB) — 128KB
• skyt-20250330_pre.xml (EX-101.PRE) — 69KB
• skyt-20250330_htm.xml (XML) — 11KB

OTHER INFORMATION

PART II. OTHER INFORMATION

Other Information

Item 5. Other Information (c) During the three-month period ended March 30, 2025, 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, except as described below. On March 14, 2025 , Thomas Sonderman , the Company's Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for the sale of up to 14,958 shares of the Company's common stock pursuant to the terms of the trading arrangement. The term of Mr. Sonderman's Rule 10b5-1 trading arrangement expires upon the earlier of the date all such shares have been sold pursuant to the trading arrangement and June 15, 2026 . On March 14, 2025 , Steve Manko , the Company's Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for the sale of up to 449,146 shares of the Company's common stock pursuant to the terms of the trading arrangement. The term of Mr. Manko 's Rule 10b5-1 trading arrangement expires upon the earlier of the date all such shares have been sold pursuant to the trading arrangement and July 9, 2027 . 3

Exhibits

Item 6. Exhibits The following is a list of all exhibits filed or furnished as part of this report: Exhibit Number Description 2.1# Membership Interest Purchase Agreement, dated as of February 25, 2025, between SkyWater Technology, Inc. and Spansion LLC 3.1 Certificate of Incorporation of SkyWater Technology, Inc. (incorporated by reference to the Company's Registration Statement on Form S-1 filed with the SEC on April 12, 2021) 3.2 Bylaws of SkyWater Technology, Inc. (incorporated by reference to the Company's Registration Statement on Form S-1 filed with the SEC on April 12, 2021) 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) __________________ # Previously filed with the Original Q1 Form 10-Q. + Indicates a management contract or any compensatory plan, contract or arrangement. * Previously furnished with the Original Q1 Form 10-Q. The certifications furni

SIGNATURES

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, Inc. Date: September 22, 2025 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) 5

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View this 10-Q/A filing on SEC EDGAR