skyt-20250330
2025Q10001819974December 28true458847xbrli:shares00018199742024-12-302025-03-3000018199742025-05-050001819974skyt:ThomasSondermanMember2024-12-302025-03-300001819974skyt:ThomasSondermanMember2025-03-300001819974skyt:SteveMankoMember2024-12-302025-03-300001819974skyt:SteveMankoMember2025-03-30


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q/A
(Amendment No. 1)
______________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 30, 2025
¨
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
______________________
Image_1.jpg
SkyWater Technology, Inc.
(Exact name of registrant as specified in its charter)
______________________
Delaware
37-1839853
(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
x
Non-accelerated filer
¨
Smaller reporting company
x
Emerging growth company
x
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 May 5, 2025, the number of shares of common stock, $0.01 par value, outstanding was 48,037,024.




EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q (this “Amendment”) of SkyWater Technology, Inc. (the “Company” or “we”) amends the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2025, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 8, 2025 (the “Original Q1 Form 10-Q”). We are filing this Amendment to revise Part II “Item 5. Other Information” of the Original Q1 Form 10-Q to add a Rule 10b5-1 trading arrangement entered into by each of Thomas Sonderman, the Company’s Chief Executive Officer, and Steve Manko, the Company’s Chief Financial Officer, which were inadvertently omitted from the disclosure included in the Original Q1 Form 10-Q.
In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as Exhibits 31.1 and 31.2 to this Amendment, respectively, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. In addition, because no financial statements have been included in this Amendment, we are not filing new, currently dated certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002).
Except as specifically noted above, this Amendment does not modify or update disclosures in the Original Q1 Form 10-Q. This Amendment does not reflect events occurring after the filing of the Original Q1 Form 10-Q or modify or update any related or other disclosures, other than those discussed herein. Accordingly, this Amendment should be read in conjunction with the Original Q1 Form 10-Q and the Company’s other filings with the SEC subsequent to the filing of the Original Q1 Form 10-Q.

PART II. 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.
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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#
3.1
3.2
10.1#+
31.1
31.2
32.1*
32.2*
101.INSInline 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.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover 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 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, 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)

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