Company Announcements

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

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

Previously Announced Agreement to Acquire SkyWater Technology:

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

Recent Business Highlights:

• Record financial results and strong growth for fiscal 2025. SkyWater’s record revenues of $442.1 million for fiscal 2025 demonstrated strong growth compared to fiscal 2024, driven primarily by the acquisition of Fab 25. The 29% growth in revenues for the year likewise drove record gross profit, net income to shareholders, and Adjusted EBITDA.
• Strong momentum in quantum computing. SkyWater completed 2025 with eight commercial ATS (Advanced Technology Services) engagements with quantum computing companies. Quantum-related ATS revenues increased by over 30% in fiscal 2025.
• Strong results from Texas operations. Financial results from Fab 25 exceeded earlier expectations, with $175.6 million in total revenue recorded for the second half of fiscal 2025. Fab 25’s contributions to gross margin, net income to shareholders, and Adjusted EBITDA were likewise favorable to earlier expectations.
• Advanced Packaging revenues starting to ramp in Florida. Advanced Packaging facilitization progressed ahead of plan, with both ATS and Tools revenue in Florida exceeding earlier expectations for the fourth quarter.

Q4 2025 Results:

• Revenue: Legacy SkyWater revenue of $82.1 million increased 9% compared to the fourth quarter of 2024, and is inclusive of $53.2 million of ATS development revenue, $6.0 million of Wafer Services revenue and $22.9 million of Tools revenue. Legacy SkyWater ATS development revenue decreased 10% compared to the fourth quarter of 2024. Legacy SkyWater Wafer Services revenue increased 37% compared to the fourth quarter of 2024. Legacy SkyWater Tools revenue increased 95% compared to the fourth quarter of 2024. SkyWater Texas revenue was $89.0 million and is composed of Wafer Services revenue which includes revenues recognized on the off-market component of the supply agreement recorded as part of purchase accounting for Fab 25.
• Gross Profit: GAAP gross profit was $25.6 million, or 14.9% of total revenue, compared to gross profit of $19.3 million, or 25.6% of total revenue, in the fourth quarter of 2024. Non-GAAP gross profit was $27.9 million, or 16.3% of total revenue, compared to non-GAAP gross profit of $20.1 million, or 26.6% of total revenue, in the fourth quarter of 2024. Cost of revenue related to tooling installations in our Florida operations exceeded original program estimates by approximately $9.3 million as a result of inflation-related cost changes, leading to lower-than-expected gross profit for the fourth quarter of 2025.
• Operating Expenses: GAAP operating expenses were $25.5 million, compared to $16.6 million in the fourth quarter of 2024. Non-GAAP operating expenses were $20.7 million, compared to $14.8 million in the fourth quarter of 2024.
• Net Income (Loss): GAAP net loss to shareholders was $7.8 million, or $(0.16) per diluted share, compared to a net loss to shareholders of $0.7 million, or $(0.01) per diluted share, in the fourth quarter of 2024. Non-GAAP net loss to shareholders was $1.6 million, or $0.03 per diluted share, compared to a non-GAAP net income to shareholders of $1.9 million, or $0.04 per diluted share, in the fourth quarter of 2024.
• Adjusted EBITDA: Adjusted EBITDA was $21.0 million, or 12.3% of total revenue, compared to $10.2 million, or 13.5% of total revenue, in the fourth quarter of 2024.

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

Fiscal Year 2025 Results:

• Revenue: Legacy SkyWater revenue of $266.6 million decreased 22% year-over-year, and is inclusive of $212.5 million of ATS development revenue, $25.2 million of Wafer Services revenue and $28.9 million of Tools revenue. Legacy SkyWater ATS development revenue decreased 11% year-over-year. Legacy SkyWater Wafer Services revenue decreased 6% year-over-year. Legacy SkyWater Tools revenue decreased 62% year-over-year. SkyWater Texas revenue was $175.6 million and is composed of Wafer Services revenue which includes revenues recognized on the off-market component of the supply agreement recorded as part of purchase accounting for Fab 25.
• Gross Profit: GAAP gross profit was $86.9 million, or 19.7% of total revenue, compared to gross profit of $69.6 million, or 20.3% of total revenue, in 2024. Non-GAAP gross profit was $91.3 million, or 20.7% of total revenue, compared to non-GAAP gross profit of $72.0 million, or 21.0% of total revenue, in 2024.
• Operating Expenses: GAAP operating expenses were $89.5 million, compared to $63.1 million in 2024. Non-GAAP operating expenses were $72.9 million, compared to $56.0 million in 2024.
• Net Income (Loss): GAAP net income to shareholders was $118.9 million, or $2.44 per diluted share, compared to a net loss to shareholders of $6.8 million, or $(0.14) per diluted share, in 2024. Non-GAAP net income to shareholders was $0.7 million, or $0.01 per diluted share, compared to a non-GAAP net income to shareholders of $2.7 million, or $0.06 per diluted share, in 2024.
• Adjusted EBITDA: Adjusted EBITDA was $53.2 million, or 12.0% of total revenue, compared to $34.3 million, or 10.0% of total revenue, in 2024.

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

About SkyWater Technology

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

Cautionary Statement Regarding Preliminary Results

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

Revision to Historical Financial Statements

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

SkyWater Technology Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements that are based on the Company’s current expectations or forecasts of future events, rather than past events and outcomes, and such statements are not guarantees of future performance. Forward-looking statements include all statements other than statements of historical fact contained in this press release, including information or predictions concerning the Company’s future business, results of operations, financial performance, plans and objectives, competitive position, market trends, and potential growth and market opportunities. In some cases, you can identify forward-looking statements by words such as “intends,” “estimates,” “predicts,” “potential,” “continues,” “anticipates,” “plans,” “expects,” “believes,” “should,” “could,” “may,” “will,” “targets,” “projects,” “seeks” or the negative of these terms or other comparable terminology.

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

Important Information and Where to Find It

In connection with the Transaction, IonQ intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of IonQ common stock (the “IonQ Shares”) to be issued in the Transaction and a proxy statement for SkyWater’s stockholders (the “Proxy Statement/Prospectus”), and SkyWater intends to file with the SEC the Proxy Statement/Prospectus included in the Registration Statement. The definitive Proxy Statement/Prospectus (if and when available) will be mailed to stockholders of SkyWater. Each of IonQ and SkyWater may also file with or furnish to the SEC other relevant documents regarding the Transaction. This press release is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other document that IonQ or SkyWater may file with the SEC or mail to SkyWater’s stockholders in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF IONQ AND SKYWATER ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING IONQ, SKYWATER, THE TRANSACTION AND RELATED MATTERS. The documents filed by IonQ and SkyWater with the SEC may be obtained free of charge through the website maintained by the SEC at www.sec.gov. The documents filed by IonQ with the SEC also may be obtained free of charge at IonQ’s website at investors.IonQ.com. The documents filed by SkyWater with the SEC also may be obtained free of charge at SkyWater’s website at ir.skywatertechnology.com.

Participants in the Solicitation

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

No Offer or Solicitation

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

Non-GAAP Financial Measures

We provide non-GAAP financial information that our management regularly evaluates to provide additional insight to investors and to supplement our results reported using U.S. generally accepted accounting principles (GAAP). We provide non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP research and development expense, non-GAAP selling, general and administrative expense, non-GAAP net income (loss) to shareholders, non-GAAP net income (loss) to shareholders per basic share and non-GAAP net income (loss) per diluted share. Our management uses these non-GAAP financial measures to make informed operating decisions, complete strategic planning, prepare annual budgets, and evaluate Company and management performance. We believe these non-GAAP financial measures are useful performance measures to our investors because they provide a baseline for analyzing trends in our business and exclude certain items that may not be indicative of our core operating results. The non-GAAP financial measures disclosed in this earnings release should not be viewed as an alternative to, or more meaningful than, the reported results prepared in accordance with GAAP. In addition, because these non-GAAP financial measures are not determined in accordance with GAAP, other companies, including our peers, may calculate their non-GAAP financial measures differently than we do. As a result, the non-GAAP financial measures presented in this earnings release may not be directly comparable to similarly titled measures presented by other companies.

We also provide earnings before interest, income taxes, depreciation and amortization (EBITDA), adjusted EBITDA and adjusted EBITDA margin as supplemental non-GAAP measures. We define adjusted EBITDA as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization and certain other items that we do not view as indicative of our ongoing performance, including equity-based compensation expense; net income attributable to noncontrolling interests; management transition expense; restructuring costs; transaction and integration costs; sale process costs; and bargain purchase gain. Our management uses EBITDA, adjusted EBITDA and adjusted EBITDA margin to make informed operating decisions, complete strategic planning, prepare annual budgets, and evaluate Company and management performance. We believe these non-GAAP financial measures are useful performance measures to our investors because they allow 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 (loss) in arriving at adjusted EBITDA and adjusted EBITDA margin because the amounts of these items 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. These non-GAAP financial measures should not be considered as an alternative to, or more meaningful than, the reported results prepared in accordance with GAAP. Certain items excluded from these non-GAAP financial measures 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 cost bases of depreciable assets, none of which are reflected in these non-GAAP financial measures. Our presentation of these non-GAAP financial measures should not be construed as an indication that our results will be unaffected by the items excluded from adjusted EBITDA and adjusted EBITDA margin. 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, from these non-GAAP financial measures should not be interpreted as implying that these items are non-recurring, infrequent or unusual, unless otherwise expressly indicated.

The following tables present a reconciliation of the most directly comparable financial measures, calculated and presented in accordance with GAAP, to our non-GAAP financial measures.