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 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. 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. 31 Table of Contents 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 32 Table of Contents •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 PercentageChange 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. 33 Table of Contents 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 34 Table of Contents 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 PercentageChange 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 35 Table of Contents 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 36 Table of Contents 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 37 Table of Contents 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. 38 Table of Contents 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. 39 Table of Contents 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. 40 Table of Contents 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) 41 Table of Contents $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. 42 Table of Contents •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 43 Table of Contents 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. 44 Table of Contents