What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 725 added, 409 removed, 828 unchanged (58% of the section changed)

3 unchanged sentences

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company completed the acquisitions of id Quantique SA on April 30, 2025, Capella Space Corp.

on July 11, 2025, Oxford Ionics Limited on September 16, 2025, and Vector Atomic, Inc.

on October 2, 2025.

As permitted by the SEC, management has elected to exclude these acquisitions from its assessment of internal control over financial reporting as of December 31, 2025.

These acquisitions represent approximately 6% of the Company's consolidated total assets, excluding goodwill and intangible assets, and approximately 39% of the Company's consolidated revenue as of and for the year ended December 31, 2025.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report.

12 unchanged sentences

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024 , none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified the amount, pricing or timing provisions of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.

During the three months ended December 31, 2025 , none of our directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as such terms are defined under Item 408(c) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A (the “Proxy Statement”), no later than 120 days after the end of our fiscal year, and certain information included therein is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance.

The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

The information required by this Item 10 is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025, which we refer to as our 2026 Proxy Statement.

Our Board has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (investors.ionq.com).

We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding amendment to, or waiver of, a provision of that Code by posting any required information on that website.

The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other document we file with or furnish to the SEC.

Executive Compensation.

The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

The information required by this Item 11 is incorporated by reference to our 2026 Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

The information required by this Item 12 is incorporated by reference to our 2026 Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

The information required by this Item 13 is incorporated by reference to our 2026 Proxy Statement.

Principal Accountant Fees and Services.

The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

The information required by this Item 14 is incorporated by reference to our 2026 Proxy Statement.

Exhibit and Consolidated Financial Statements Schedules.

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Incorporated by Reference

Agreement and Plan of Merger, dated as of March 7, 2021, by and among dMY Technology Group, Inc.

III, IonQ, Inc.

and IonQ Trap Acquisition Inc.

March 8, 2021

Agreement and Plan of Merger, dated as of January 25, 2026, by and among IonQ, Inc., Iris Merger Subsidiary 1 Inc., Iris Merger Subsidiary 2 LLC and SkyWater Technology, Inc.

January 26, 2026

Share Purchase Agreement, dated as of June 7, 2025, by and among IonQ, Inc., Oxford Ionics Limited, the Sellers (as defined therein) and Oxford Science Enterprises plc, solely in its capacity as the representative of the Sellers.

Amended and Restated Certificate of Incorporation of IonQ, Inc.

1 unchanged sentence

Amended and Restated Bylaws of IonQ, Inc.

November 9, 2023

April 22, 2025

Specimen Common Stock Certificate .

2 unchanged sentences

November 17, 2020

Series A Warrant Agreement, dated as of July 9, 2025, by and between IonQ, Inc.

and Continental Stock Transfer & Trust Company, as warrant agent, together with Form of Series A Warrant.

Series B Warrant Agreement, dated as of October 14, 2025, by and between IonQ, Inc.

and Continental Stock Transfer & Trust Company, as warrant agent, together with Form of Series B Warrant.

October 14, 2025

Description of the Registrant’s Securities .

6 unchanged sentences

October 4, 2021

Description Form

Filed Herewith

Incorporated by Reference

2015 Equity Incentive Plan .

7 unchanged sentences

Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under 2021 Equity Incentive Plan.

August 15, 2022

Description Form

Filed Herewith

Incorporated by Reference

Form of Performance-Based Award Grant Package (as amended December 3, 2024) .

2 unchanged sentences

October 4, 2021

Amended and Restated Office Lease, by and between University of Maryland – College Park and IonQ, Inc.

October 4, 2021

Warrant to Purchase Shares, dated November 27, 2019, issued to Amazon.com NV Investment Holdings LLC by IonQ, Inc.

July 16, 2021

License Agreement, dated July 19, 2016, among the University of Maryland, Duke University and IonQ, Inc.

June 17, 2021

Amendment No.

1 to Exclusive License Agreement, dated September 22, 2017, between Duke University and the Registrant

June 17, 2021

Amendment No.

1 to Exclusive License Agreement, dated October 11, 2017, between the University of Maryland and IonQ, Inc.

June 17, 2021

Amendment No.

2 to Exclusive License Agreement, dated October 4, 2018, between Duke University and IonQ, Inc.

June 17, 2021

Amendment No.

2 to Exclusive License Agreement, dated October 9, 2018, between the University of Maryland and IonQ, Inc.

June 17, 2021

Amendment No.

3 to Exclusive License Agreement, dated April 27, 2021, between Duke University, the University of Maryland and IonQ, Inc.

June 17, 2021

Amendment No.

3 to Exclusive License Agreement, dated February 1, 2021, between the University of Maryland and IonQ, Inc.

Amendment No.

4 to Exclusive License Agreement, dated April 27, 2021, between Duke University, the University of Maryland and IonQ, Inc.

June 17, 2022

Amendment No.

4 to Exclusive License Agreement, dated February 1, 2021, between the University of Maryland and IonQ, Inc.

Amendment No.

5 to Exclusive License Agreement, dated September 10, 2021, between Duke University and IonQ, Inc

March 28, 2022

Amendment No.

5 to Exclusive License Agreement, dated September 24, 2021, between the University of Maryland and IonQ, Inc.

March 28, 2022

Amendment No.

6 to Exclusive License Agreement, dated January 23, 2023, between Duke University and IonQ, Inc.

March 30, 2023

Amendment No.

7 to Exclusive License Agreement, dated February 2, 2024, between Duke University and IonQ, Inc.

Voting Agreement, dated as of January 25, 2026, by and among IonQ, Inc., Iris Merger Subsidiary 1 Inc., Iris Merger Subsidiary 2 LLC, SkyWater Technology, Inc.

and certain stockholders of SkyWater Technology, Inc.

January 26, 2026

Registration Rights Agreement, dated as of October 2, 2025, by and between IonQ, Inc.

and Fortis Advisors LLC.

October 7, 2025

Registration Rights Agreement, dated as of November 10, 2025, by and between IonQ Inc.

and the University of Chicago.

November 10, 2025

Offer Letter, dated February 26, 2025, by and between IonQ, Inc.

and Niccolo de Masi.

February 26, 2025

Exclusive Option Agreement, dated July 15, 2016, between Duke University and IonQ, Inc.

June 17, 2021

First Amendment to Option Agreement, dated December 18, 2020, between Duke University and IonQ, Inc.

June 17, 2021

Second Amendment to Option Agreement, dated March 19, 2021, between Duke University and IonQ, Inc.

June 17, 2021

Amended and Restated Non-Employee Director Compensation Policy

Performance-Based Award Grant Notice, dated February 26, 2025, by and between IonQ, Inc.

and Niccolo de Masi.

February 26, 2025

Offer Letter, dated September 2, 2025, by and between IonQ, Inc.

November 5, 2025

Amended and Restated Offer Letter Agreement for Peter Chapman, dated September 8, 2021

Amended and Restated Offer Letter Agreement for Thomas Kramer, dated September 8, 2021

Offer Letter, dated July 9, 2025, by and between IonQ, Inc.

November 5, 2025

Offer Letter, dated September 3, 2025, by and between IonQ, Inc.

and Dean Acosta.

November 5, 2025

Offer Letter, dated September 4, 2025, by and between IonQ, Inc.

and Robert Cardillo.

November 5, 2025

Offer Letter, dated November 6, 2025, by and between IonQ, Inc.

Advisor Agreement, dated as of November 17, 2025, by and between IonQ, Inc.

Separation Agreement, dated August 5, 2025, by and between IonQ, Inc.

and Peter Chapman.

November 5, 2025

Separation Agreement, dated December 2, 2025, by and between IonQ, Inc.

and Thomas Kramer.

Separation Agreement, dated November 17, 2025, by and between IonQ, Inc.

and Rima Alameddine.

Amended and Restated Non-Employee Director Compensation Policy

Insider Trading Policy

Description Form

1 unchanged sentence

Incorporated by Reference

Employment Offer between the Company and Rima Alameddine, dated October 26, 2022

Bonus Agreement between the Company and Peter Chapman, dated December 16, 2024

Insider Trading Policy

List of Subsidiaries of the Company

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Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101).

* Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of the Form10-K), irrespective of any general incorporation language contained in such filing.

* Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

+ Indicates a management contract or compensatory plan.

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The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Important Information and Where to Find It

In connection with the SkyWater Acquisition, IonQ intends to file with the SEC a Registration Statement on Form S-4, which we refer to as the Registration Statement and which will include a prospectus with respect to the shares of IonQ common stock, par value $0.0001 per share, to be issued in the SkyWater Acquisition and a proxy statement for SkyWater’s stockholders, which we refer to as the Proxy Statement/Prospectus, and SkyWater intends to file with the SEC the proxy statement.

The definitive proxy statement (if and when available following the effectiveness of the Registration Statement) 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 SkyWater Acquisition.

This communication 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 SkyWater Acquisition.

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 SKYWATER ACQUISITION 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 SKYWATER ACQUISITION AND RELATED MATTERS.

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 SkyWater Acquisition 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 SkyWater Acquisition 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.

Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the SkyWater Acquisition may be obtained by reading the Proxy Statement/Prospectus regarding the SkyWater Acquisition 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 and otherwise in accordance with applicable law.

Form 10-K Summary

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February 25, 2026

/s/ Peter Chapman

Peter Chapman

President and Chief Executive Officer

/s/ Niccolo M.

Chairman, President and Chief Executive Officer

( Principal Executive Officer )

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Peter Chapman and Thomas Kramer, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Each person whose individual signature appears below hereby authorizes and appoints Inder M.

Singh and Paul T.

Dacier, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Peter Chapman

President and Chief Executive Officer and Director

/s/ Niccolo M.

Chairman, President and Chief Executive Officer

February 25, 2026

Peter Chapman

(Principal Executive Officer)

/s/ Thomas Kramer

Chief Financial Officer

February 26, 2025

Thomas Kramer

(Principal Financial and Accounting Officer)

/s/ Robert Cardillo

February 26, 2025

Robert Cardillo

/s/ Kathryn Chou

Chief Financial Officer and Chief Operating Officer

February 25, 2026

/s/ Niccolo de Masi

(Principal Financial Officer and Principal Accounting Officer)

/s/ Kathryn K.

Lead Independent Director

February 25, 2026

Niccolo de Masi

/s/ William Scannell

/s/ Robert T.

February 25, 2026

William Scannell

/s/ Jim Frankola

February 25, 2026

/s/ Wendy Thomas

February 25, 2026

/s/ Gabrielle Toledano

/s/ William J.

February 25, 2026

Gabrielle Toledano

/s/ Harry You

/s/ Gabrielle B.

February 25, 2026

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Capitalized internal-use software development costs

Acquisitions of Capella Space Corp.

(“Capella”) and Oxford Ionics Limited (“Oxford Ionics”) – Valuation of Developed Technology

Description of the Matter

As discussed in Note 2 and Note 7 to the consolidated financial statements, the Company capitalizes certain costs related to internal-use software incurred during the application development stage.

The Company capitalized $6.8 million of internal-use software costs in the year ended December 31, 2024 and had total capitalized internal-use software costs, net of accumulated amortization, of $10.6 million as of December 31, 2024.

Capitalized internal-use software is recorded within intangible assets, net on the consolidated balance sheets.

Auditing the Company’s capitalization of internal-use software development costs was especially challenging because management’s determination of which development activities qualify for capitalization requires significant judgment, as only those costs incurred in certain stages of software development and which result in additional functionality can be capitalized in accordance with the applicable accounting standards.

As discussed in Note 3 to the consolidated financial statements, the Company acquired Capella and Oxford Ionics on July 11, 2025 and September 16, 2025, respectively for purchase consideration of approximately $424.8 million and $1.6 billion, respectively.

The Company accounted for the acquisitions as business combinations.

The acquisition date fair value of the acquired developed technology intangible assets for Capella and Oxford Ionics were $82.9 million and $422.9 million, respectively.

Auditing the Company’s accounting for these acquisitions was complex due to the significant estimation uncertainty inherent in determining the fair value of the developed technology intangible assets using an income approach.

The estimation uncertainty was primarily due to the sensitivity of fair value to the underlying projected revenue growth rates for the Capella developed technology intangible asset and the underlying projected revenue growth rates, projected EBITDA margin, and discount rate for the Oxford Ionics developed technology intangible asset.

These significant assumptions include forward-looking considerations and were based on expectations of future economic and market conditions.

How We Addressed the Matter in Our Audit

To test the Company’s capitalization of internal-use software development costs, we performed audit procedures that included, among others, testing a sample of capitalized internal-use software development costs related to upgrades and enhancements to existing internal-use software projects.

For each sample, we inspected underlying documentation to evaluate whether the development activities were capitalizable under

the applicable accounting standards.

In addition, we inquired of a sample of the individuals performing the internal-use software development activities, and their supervisors, regarding the specific nature, stage of development, and time incurred on the projects selected for testing.

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s estimation process supporting the fair value of these developed technology intangible assets.

For example, we tested management’s review controls over the significant assumptions described above along with the completeness and accuracy of the data utilized in the fair value estimates.

Our audit procedures related to the estimated fair value of the Capella and Oxford Ionics developed technology intangible assets included, among others, evaluating the Company’s use of the income approach, performing sensitivity analyses, and testing the significant assumptions described above.

We also tested the completeness and accuracy of the underlying data supporting the significant assumptions.

We involved our valuation specialists to assist with evaluating the valuation methodology and significant assumptions used by management to determine the fair value estimates.

We compared the significant assumptions, as applicable, to historical and current industry, market and economic trends, as well as guideline companies within the respective industry.

/s/ Ernst & Young LLP

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of id Quantique SA, Capella Space Corp., Oxford Ionics Limited, and Vector Atomic Inc., which are included in the 2025 consolidated financial statements of the Company and constituted 6% of total assets as of December 31, 2025 and 39% of the Company’s total revenue for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of id Quantique SA, Capella Space Corp., Oxford Ionics Limited, and Vector Atomic Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 25, 2026 expressed an unqualified opinion thereon.

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Short-term investments

Accounts receivable

Accounts receivable, net

Prepaid expenses and other current assets

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Unearned revenue

Current portion of stock option early exercise liabilities

Total current liabilities

1 unchanged sentence

Unearned revenue, net of current portion

Stock option early exercise liabilities, net of current portion

Warrant liabilities

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1,000,000,000 shares authorized;

and 206,611,704 shares issued and outstanding as of December 31, 2024 and

and 221,919,191 shares outstanding as of December 31, 2025 and

December 31, 2024, respectively

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Accumulated other comprehensive income (loss)

Total IonQ, Inc.

stockholders' equity

Noncontrolling interests

Total stockholders’ equity

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Interest income, net

Offering costs associated with warrants

Other income (expense), net

1 unchanged sentence

Income tax benefit (expense)

Net loss per share attributable to common stockholders—

basic and diluted

Net loss attributable to noncontrolling interests

Net loss attributable to IonQ, Inc.

Net loss per share attributable to IonQ, Inc.

common stockholders—basic and diluted

Weighted average shares used in computing net loss per share

attributable to common stockholders—basic and diluted

attributable to IonQ, Inc.

common stockholders—basic

The accompanying notes are an integral part of these consolidated financial statements.

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Change in unrealized gain (loss) on available-for-sale securities, net

Net actuarial gain (loss) on pension benefit plans

Currency translation adjustments

1 unchanged sentence

Total comprehensive loss

Comprehensive loss attributable to noncontrolling interests

Comprehensive loss attributable to IonQ, Inc.

The accompanying notes are an integral part of these consolidated financial statements.

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Comprehensive

Noncontrolling

Stockholders'

2 unchanged sentences

Other comprehensive income (loss)

Stock options exercised

Issuance of common stock from

equity incentive plans

Vesting of restricted common stock

Issuance of common stock from the

settlement of restricted stock units

Stock-based compensation

2 unchanged sentences

Other comprehensive income (loss)

Stock options exercised

Issuance of common stock from

equity incentive plans

Vesting of restricted common stock

Issuance of common stock from the

settlement of restricted stock units

Stock-based compensation

2 unchanged sentences

Other comprehensive income (loss)

Stock options exercised

Issuance of common stock in

connection with acquisitions, net

Issuance of common stock, net of

issuance costs

Issuance of common stock from

equity incentive plans

Issuance of common stock in

exchange for intangible assets and

research and development arrangements

Vesting of restricted common stock

Issuance of common stock from the

settlement of restricted stock units

Stock-based compensation

Warrants exercised

Settlement of contingent consideration

Change in ownership interest

Balance, December 31, 2025

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Depreciation and amortization

Non-cash research and development arrangements

Stock-based compensation

(Gain) loss on change in fair value of warrant liabilities

Amortization of premiums and accretion of discounts on available-for-sale

Offering costs associated with warrants

Deferred income taxes

Amortization of premiums and accretion of discounts on

available-for-sale securities

Changes in operating assets and liabilities:

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Purchases of property and equipment

Capitalized software development costs

Intangible asset acquisition costs

Purchases of available-for-sale securities

Maturities of available-for-sale securities

Businesses acquired

Purchases of privately-held securities

Businesses acquired, net of cash paid and acquired

Other investing, net

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from common stock and warrant issuance, net of issuance costs

Proceeds from stock options exercised

Proceeds from public warrants exercised

Proceeds from warrants exercised

Other financing, net

Net cash provided by (used in) financing activities

Effect of foreign exchange rate changes on cash, cash equivalents and restricted

Effect of foreign exchange rate changes on cash, cash equivalents

and restricted cash

Net change in cash, cash equivalents and restricted cash

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Supplemental disclosures of non-cash investing and financing transactions

Property and equipment purchases in accounts payable and accrued expenses

Intangible asset purchases in accounts payable and accrued expenses

Property and equipment purchases in accounts payable and accrued

Operating lease right-of-use assets subject to lease liability

Remeasurement of operating lease right-of-use assets due to lease

Noncash reclassification of warrant liabilities to equity upon exercise

Bonus settled in restricted stock units

Net share settled stock option exercises

Equity issued for acquisitions

Equity issued for intangible assets

Equity issued for research and development arrangement

The accompanying notes are an integral part of these consolidated financial statements.

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DESCRIPTION OF BUSINESS

(“IonQ” or the “Company”), formerly known as dMY Technology Group, Inc.

III (“dMY”), was incorporated in the state of Delaware in September 2020 and formed as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

IonQ Quantum, Inc.

(formerly known as IonQ, Inc., and referred to as “Legacy IonQ” herein), was incorporated in the state of Delaware in September 2015 and is headquartered in College Park, Maryland.

On March 7, 2021, Legacy IonQ entered into an Agreement and Plan of Merger (the “Merger Agreement”) with dMY and Ion Trap Acquisition Inc.

(“Merger Sub”), a direct, wholly owned subsidiary of dMY.

Pursuant to the Merger Agreement, on September 30, 2021 (“the Closing Date”), the Merger Sub was merged with and into Legacy IonQ with Legacy IonQ continuing as the surviving corporation following the merger, becoming a wholly owned subsidiary of dMY and the separate corporate existence of the Merger Sub ceased (the “Business Combination”).

Contemporaneously with the Business Combination, dMY changed its name to IonQ, Inc.

and Legacy IonQ changed its name to IonQ Quantum, Inc.

IonQ develops quantum computers and networks designed to solve some of the world’s most complex problems, and transform business, society, and the planet for the better.

To operate the quantum computers and networks, the Company has developed custom hardware, custom firmware, and an operating system to orchestrate the quantum computers.

(“IonQ” or the “Company”) is a quantum platform company delivering quantum solutions via quantum computing, networking, sensing, and security to solve some of the world’s most complex problems, and transform business, society, and the planet for the better.

To operate these quantum products, the Company has developed custom hardware, custom firmware, and an operating system.

The Company also offers satellite-based data capabilities and satellite solutions intended to enable quantum-secure global communications through combining our satellite platform with our quantum sensing products.

The Company pursues its business goals both through organic innovation and development, and targeted acquisitions of complementary businesses.

For a discussion of the impact of recent acquisitions on our business and the benefits that we expect them to provide, refer to Note 3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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GAAP”) as determined by the Financial Accounting Standards Board (“FASB”).

Such consolidated financial statements include the accounts of IonQ and its wholly owned subsidiaries.

Such consolidated financial statements include the accounts of IonQ and majority-owned and wholly-owned subsidiaries.

In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities and whether the Company is the primary beneficiary.

Consolidation is required if both of these criteria are met.

All intercompany transactions and balances have been eliminated in consolidation .

For consolidated non-wholly-owned subsidiaries, a noncontrolling interest is recognized to reflect the portion of income and equity that is not attributable to the Company.

Any change in the Company ’s ownership interest in a consolidated subsidiary, where a controlling financial interest is retained, is accounted for as an equity transaction.

If the Company ceases to have a controlling financial interest in a consolidated subsidiary, the Company recognizes a gain or loss in net loss upon deconsolidation.

Use of Estimates

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Significant estimates and assumptions are inherent in the analysis and measurement of items including, but not limited to:

total expected costs for revenue arrangements recognized over time, capitalization of quantum computing system costs, useful lives for quantum computing systems, estimates of the fair value of intangible assets acquired in business combinations, and stock-based compensation for awards with performance and market conditions.

standalone selling price for revenue arrangements with multiple performance obligations, total expected costs for revenue arrangements recognized over time under the cost-to-cost percentage of completion model, and estimates of the fair value of intangible assets upon acquisition.

Management bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances.

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Assets and liabilities that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability.

Assets that are measured using unobservable inputs, including investments in privately-held companies, use the market or income approach and may involve pricing models whose inputs require significant judgment or estimation.

The inputs in these valuations may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples.

Liabilities that are measured using unobservable inputs, including warrant liabilities, use the Black-Scholes-Merton (“Black-Scholes”) option-pricing model and may involve inputs which require significant judgment or estimation, including expected volatility.

Assets and liabilities that are measured at fair value on a non-recurring basis include property and equipment, intangible assets, and goodwill.

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The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Restricted cash for collateralizing letters of credit and corporate credit cards is included in other noncurrent assets in the consolidated balance sheets.

The Company issues letters of credit in the ordinary course of business, including for lease arrangements.

As of December 31, 2024 and 2023, letters of credit totaling $ 2.1 million were outstanding.

Restricted cash for collateralizing letters of credit and certain other obligations is included in prepaid expenses and other noncurrent assets in the consolidated balance sheets.

The Company issues financial guarantees, including letters of credit, in the ordinary course of business, including for lease arrangements and regulatory requirements.

As of December 31, 2025 and 2024, letters of credit totaling $ 5.2 and $ 2.1 million were outstanding, respectively.

The following table provides a reconciliation of cash, cash equivalents and restricted cash included in the consolidated balance sheets to the amounts included in the consolidated statements of cash flows (in thousands):

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Accounts Receivable and Allowance for Credit Losses

Accounts receivable are non-interest bearing and represent amounts billed and currently due from customers at the gross invoiced amount as well as unbilled amounts related to unconditional rights for consideration to be received for services performed

but not yet invoiced.

Accounts receivable represent amounts billed and currently due from customers at the gross invoiced amount as well as unbilled amounts related to unconditional rights for consideration to be received for services performed but not yet invoiced.

A receivable is recorded when the Company has an unconditional right to receive payment.

Accounts receivable are classified as current based on the Company's contract operating cycle and include amounts that may be billed and collected beyond one year due to the long-cycle nature of the Company's contracts.

Accounts receivable consists of the following (in thousands):

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This assessment is based on management’s evaluation of relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the receivable.

The Company did no t have any allowance for credit losses as of either December 31, 2024 or 2023 .

Allowance for credit losses was no t material as of either December 31, 2025 or 2024 .

Inventories, Net

Inventories are stated at the lower of cost or net realizable value, with cost computed using the weighted-average cost basis, and are recorded in prepaid expenses and other current assets in the consolidated balance sheet.

Inventories are evaluated regularly for excess quantities and obsolescence.

This evaluation includes analysis of the Company’s current and future strategic plans, risk of technological obsolescence, and general market conditions.

During the year ended December 31, 2025 , excess and obsolescence charges were no t material.

Materials and Supplies, Net

Materials and supplies, including spare parts, are carried at average cost and recorded in prepaid expenses and other current assets in the consolidated balance sheets.

Materials and supplies used in the production of quantum computing systems to be made commercially available are capitalized to property and equipment when installed.

Materials and supplies, including spare parts, are carried at weighted-average cost and recorded in prepaid expenses and other current assets in the consolidated balance sheets.

Materials and supplies used in the production of quantum computing systems and satellites are capitalized to property and equipment when installed.

Materials and supplies used to support customer contracts, for maintenance, or for research and development efforts are expensed when consumed.

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This evaluation includes analysis of the Company's current and future strategic plans, risk of technological obsolescence, and general market conditions.

Excess and obsolescence charges were $ 1.3 million during the year ended December 31, 2024, and less than $ 0.1 million during the years ended December 31, 2023 and 2022.

Excess and obsolescence charges were $ 4.0 million, $ 1.3 million, and less than $ 0.1 million during the years ended years ended December 31, 2025, 2024 and 2023, respectively.

The following table summarizes the activity in the Company’s excess and obsolescence reserve against materials and supplies (in thousands):

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This classification is re-evaluated at each balance sheet date.

Investments not considered cash equivalents, with remaining contractual maturities of one year or less from the balance sheet date are classified as short-term investments, and those with remaining contractual maturities greater than one year from the balance sheet date are classified as long-term investments.

the balance sheet date are classified as long-term investments.

All investments are recorded at their estimated fair value, and any unrealized gains and losses are recorded in the consolidated balance sheets in accumulated other comprehensive loss.

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Accrued interest receivable on available-for-sale investments is recorded in the consolidated balance sheets in prepaid expenses and other current assets.

The Company also invests in privately-held companies, consisting of equity securities, convertible debt securities, and simple agreements for future equity (“SAFE”) investments and classifies these investments in accordance with the terms of the underlying securities.

Investments in securities of privately-held companies are included in other noncurrent assets on the consolidated balance sheet.

For convertible debt securities and SAFE investments, the Company elects the fair value option, when applicable, and records changes in fair value in other income (expense), net in the consolidated statements of operations.

When the fair value option is not elected or permitted, investments are classified as available-for-sale investments, with changes in fair value recorded in accumulated other comprehensive income (loss).

Equity securities without a readily determinable fair value are recorded using the measurement alternative.

Such investments are carried at cost, less any impairments, and are adjusted for subsequent observable price changes in orderly transactions for identical or similar investments of the same issuer.

Changes in the basis of the securities are recognized in other income (expense), net in the consolidated statements of operations.

The Company performs periodic evaluations to determine whether any declines in the fair value of investments below amortized cost are credit losses or impairments.

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Credit losses and impairments are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations.

Credit losses and impairments were no t material for the years ended December 31, 2025, 2024 and 2023 .

Property and Equipment, Net

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Historical cost of fixed assets is the cost as of the date acquired.

Hardware and labor costs associated with the building of quantum computing systems and supporting equipment are capitalized in the period the costs are incurred when it is probable that such costs will provide future economic benefit.

The costs of quantum computing systems and supporting equipment that are used in research and development activities and have alternative future uses are capitalized.

Costs to maintain quantum computing systems are expensed as incurred.

Hardware and labor costs associated with the building of quantum computing systems, satellites, and supporting equipment are capitalized in the period the costs are incurred when it is probable that such costs will provide future economic benefit.

The costs of quantum computing systems, satellites, and supporting equipment that are used in research and development activities and have alternative future uses are capitalized.

Maintenance costs associated with our property and equipment are expensed as incurred.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

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The Company generally uses the base non-cancelable lease term when determining the ROU assets and lease liabilities.

Intangible Assets, Net

The Company’s intangible assets include website domain costs, patents, intellectual property, customer relationships, developed technology and trademarks.

Intangible assets with identifiable useful lives are initially valued at acquisition cost and are amortized over their estimated useful lives using the straight-line method.

With respect to patents, acquisition costs include external legal and patent application costs.

Intangible assets with indefinite useful lives, such as trademarks, are assessed for impairment at least annually.

Software Development Costs

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No external-use software costs were capitalized during any of the years ended December 31, 2025, 2024 and 2023 .

Intangible Assets, Net

The Company’s intangible assets include developed technology, naming rights, customer relationships, trademarks, in-process research and development, non-compete agreements, and patents.

Intangible assets with identifiable useful lives are initially valued at acquisition cost and are amortized over their estimated useful lives using the straight-line method.

Intangible assets with indefinite useful lives are assessed for impairment at least annually.

In-process research and development is accounted for as an indefinite-lived intangible asset until the underlying project is completed, at which point the intangible asset will be accounted for as a definite-lived intangible asset.

Goodwill is the excess of the purchase price over the fair values assigned to the net assets acquired in a business combination.

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If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value.

No impairment loss was recognized for any of the years ended December 31, 2024, 2023 and 2022 .

Early Exercise of Stock Options

Stock options granted under the Company's 2015 Equity Incentive Plan provide employee option holders, if approved by the Board, the right to exercise unvested options in exchange for restricted common stock, which is subject to a repurchase right held by the Company at the lower of (i) the fair market value of its common stock on the date of repurchase or (ii) the original purchase price.

Early exercises of options are not deemed to be substantive exercises for accounting purposes and accordingly, amounts received for

early exercises are recorded as a liability.

These amounts are reclassified to common stock and additional paid-in capital as the underlying shares vest.

Impairment losses were no t material for any of the years ended December 31, 2025, 2024 and 2023 .

Warrant Liabilities

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued upon exercise or at each reporting date for the unexercised warrants, with changes in the fair value reported in the consolidated statements of operations.

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, including warrant liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued upon exercise or at each reporting date for the unexercised warrants, with changes in the fair value reported in the consolidated statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

The warrants of dMY assumed in the Business Combination are classified as liabilities and remeasured at each reporting period (as more fully described in Note 14).

Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Revenue Recognition

The Company derives revenue from the design, development, construction and sale of specialized quantum computing hardware together with related maintenance and support, from providing access to its quantum-computing-as-a-service (“QCaaS” or “Platform” services), and from consulting services related to co-developing algorithms on the quantum computing systems.

The Company derives revenue from the design, development, construction and sale of quantum ecosystem hardware together with related maintenance and support, from providing access to its quantum-computing-as-a-service (“QCaaS” services), from consulting services related to co-developing algorithms and other services related to the Company's quantum products, and from providing satellite imagery and data from its constellation of satellites through its online platform.

The Company applies the provisions of the FASB Accounting Standards Update (“ASU”), Revenue from Contracts with Customers (“ASC 606”), and all related applicable guidance.

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Recognize revenue when (or as) the entity satisfies a performance obligation

Certain of the Company’s contracts contain multiple performance obligations, most commonly in contracts for the sale of specialized quantum computing hardware together with related maintenance and support.

Such contracts may also include access to the Company’s QCaaS.

Certain of the Company’s contracts contain multiple performance obligations, most commonly in contracts for the sale of quantum products together with related maintenance, consulting and other support.

Certain contracts may also include access to the Company’s QCaaS.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied.

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Certain products and services have limited or no history of being sold on a standalone basis, requiring the Company to estimate the standalone selling price.

To date, the Company has estimated the standalone selling price based on other contracts for similar products and services adjusted for differing terms than the contract being evaluated, as well as internal pricing guidelines and market factors.

The Company estimates the standalone selling price based on

other contracts for similar products and services adjusted for differing terms than the contract being evaluated, as well as internal pricing guidelines and market factors.

In addition, the Company takes into consideration the estimated costs to be incurred to satisfy the performance obligation plus an appropriate profit margin.

In limited situations, for certain contracts executed in prior years, when the standalone selling price was not known, due to it being either highly variable or uncertain, the Company allocated the transaction price using the residual approach.

Estimates related to standalone selling price have not had a material impact on revenue recognized in recent periods.

Performance obligations are satisfied over time if the customer receives the benefits as the Company performs the work, if the customer controls the asset as it is being produced (continuous transfer of control), or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment for performance to date.

For performance obligations related to specialized quantum hardware and consulting services as well as customer solutions for specialized satellite development capabilities, revenue is recognized over time based on the efforts incurred to date relative to the total expected effort, primarily based on a cost-to-cost input measure.

The Company applies judgment to determine a reasonable method to measure progress and to estimate total expected effort.

Factors considered in these estimates include the Company’s historical performance, the availability, productivity and cost of labor, the nature and complexity of work to be performed, the effect of change orders, availability and cost of materials, and the effect of any delays in performance.

For performance obligations related to certain quantum networking and sensing products and related services, revenue is recognized at the point in time when control passes to the customer, which is generally at the shipping point based on customary incoterms, or upon completion of the required services.

The Company has determined that its QCaaS contracts represent a combined, stand-ready performance obligation to provide access to its quantum computing systems together with related maintenance and support.

Additionally, the Company has determined that its contracts to provide satellite imagery and data also represent a stand-ready performance obligation.

The transaction price generally consists of a fixed fee for a minimum volume of usage to be made available over a defined period of access.

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Variable usage fees are recognized in the period they occur.

The Company has determined that contracts that contain consulting services related to co-developing quantum computing algorithms and the ability to use its quantum computing systems to run such algorithms represent a combined performance obligation that is satisfied over-time.

For performance obligations related to specialized quantum computing hardware and consulting services, revenue is recognized over time based on the efforts incurred to date relative to the total expected effort, primarily based on a cost-to-cost input measure.

The Company applies judgment to determine a reasonable method to measure progress and to estimate total expected effort.

Factors considered in these estimates include the Company's historical performance, the availability, productivity and cost of labor, the nature and complexity of work to be performed, the effect of change orders, availability and cost of materials, and the effect of any delays in performance.

For the years ended December 31, 2024, 2023 and 2022, substantially all revenue was recognized based on transfer of service over time.

Revenues recognized at a point in time were not material.

In arrangements with cloud service providers, the cloud service provider is considered the customer and IonQ does not have any contractual relationships with the cloud service providers’ end users.

For these arrangements, revenue is recognized at the amount charged to the cloud service provider and does not reflect any mark-up to the end user.

The Company may enter into multiple contracts with a single counterparty at or near the same time.

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For arrangements that contain consideration payable to a customer, the Company uses judgment in determining whether such payments are a reduction of the transaction price or a payment to the customer for a distinct good or service.

The variable fees associated with the QCaaS are generally billed a month in arrears.

For the years ended December 31, 2025, 2024 and 2023, the majority of revenue was recognized based on transfer of service over time.

In arrangements with cloud service providers, the cloud service provider is considered the customer and the Company does not have any contractual relationships with the cloud service providers’ end users.

For these arrangements, revenue is recognized at the amount charged to the cloud service provider and does not reflect any mark-up to the end user.

The fees associated with the QCaaS and satellite imagery and data contracts are generally billed a month in arrears.

Customers also have the ability to make advance payments.

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Contract liabilities to be recognized in the succeeding 12-month period are classified as current and the remaining amounts are classified as non-current liabilities in the Company’s consolidated balance sheets.

Assets Recognized from Costs to Obtain a Contract

Sales commissions paid to employees and third parties are considered incremental costs to obtain a contract with a customer.

These costs are capitalized in the period a customer contract is executed and are amortized as an expense consistent with the transfer of the goods or services to the customer.

Capitalized costs are recorded in prepaid expenses and other current assets and other noncurrent assets in the consolidated balance sheets.

Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets is one year or less.

As of December 31, 2024 and 2023, total capitalized costs were $ 2.4 million and $ 2.8 million, respectively.

Amortization expense was $ 1.7 million, $ 0.6 million and less than $ 0.1 million for the years ended December 31, 2024, 2023 and 2022 , respectively, and is included in sales and marketing in the consolidated statements of operations.

Cost of Revenue

Cost of revenue primarily consists of expenses related to construction of specialized quantum computing hardware and delivery of our services, including personnel-related expenses, hardware costs, allocated overhead costs for customer facing functions, and costs associated with maintaining the Company's in-service quantum computing systems to ensure proper calibration as well as costs incurred for maintaining the cloud on which the QCaaS resides.

Cost of revenue primarily consists of expenses related to the delivery of the Company's quantum hardware products and delivery of its services, including personnel-related expenses, hardware costs, allocated overhead costs for customer facing functions, and costs associated with maintaining the Company's in-service quantum computing systems and satellites to ensure proper calibration as well as costs incurred for maintaining the cloud on which the Company delivers its services.

Personnel-related expenses include salaries, benefits, and stock-based compensation.

Cost of revenue excludes depreciation and amortization related to our quantum computing systems and related software.

Cost of revenue excludes depreciation and amortization.

Research and Development

Research and development expenses consist of personnel-related costs, including salaries, benefits and stock-based compensation, and allocated overhead costs for the Company’s research and development function.

Unlike a standard computer, design and development efforts continue throughout the useful life of the Company’s quantum computing systems to ensure proper calibration and optimal functionality.

Research and development is attributable to the advancing technology research, platform and infrastructure development, and the research and development of new product iterations, including quantum computing systems and networks and satellites.

Design and development efforts continue throughout the useful life of the Company’s quantum computing systems and satellites to ensure proper calibration and optimal functionality.

Research and development expenses also include purchased hardware and software costs related to quantum computing systems constructed for research purposes that are not probable of providing future economic benefit and have no alternate future use, as well as costs associated with third-party research and development arrangements.

Under an agreement with Duke University (“Duke”), the Company issued common shares to Duke in consideration for research and development services through July 15, 2026.

The agreement is considered a research and development service arrangement and is

recorded as a prepayment based on the fair value of the common stock issued and is amortized over the term of the arrangement as services are received and is recognized in research and development in the consolidated statements of operations.

Refer to Note 9 for further information on the Duke agreements.

Advertising Costs

Advertising costs are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations.

These costs were $ 0.2 million, $ 0.9 million and $ 1.3 million for the years ended December 31, 2024, 2023 and 2022 , respectively.

In November 2025, the Company entered into a strategic collaboration agreement and master research agreement with the University of Chicago, pursuant to which the Company receives a license to certain intellectual property, as well as naming rights to a University of Chicago building.

In exchange for the licensed intellectual property and naming rights, the University of Chicago received 2,108,993 shares of Company common stock, which were issued during the year ended December 31, 2025.

The master research agreement is considered a research and development service arrangement and is recorded as a prepayment initially valued at $ 68.7 million based on the proportionate fair value of the common stock issued.

The prepayment is recorded within prepaid and other current assets and other noncurrent assets in the consolidated balance sheets and is amortized over the term of the arrangement as services are received.

Amortization of the prepayment is recognized in research and development in the consolidated statements of operations.

The naming rights were recorded as intangible assets of $ 48.1 million based on the proportionate fair value of the common stock issued.

The intangible assets are amortized based on the terms of the underlying agreements.

The Company also entered into a commercial agreement for the sale of certain quantum computing hardware and services.

During the year ended December 31, 2025, the Company recognized $ 1.8 million of revenue from the commercial contract.

Stock-Based Compensation

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The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation.

The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the estimated fair value for stock options.

The Company uses the Black-Scholes option-pricing model to determine the estimated fair value for stock options.

The Black-Scholes option-pricing model requires the use of subjective assumptions, which determine the fair value of stock option awards, including the option’s expected term, the price volatility of the underlying common stock, risk-free interest rates, and the expected dividend yield of the common stock.

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The Company records forfeitures as they occur.

Stock-based compensation cost for restricted stock units and performance-based restricted stock units is measured based on the fair value of the Company’s common stock on the grant date.

Stock-based compensation cost for restricted stock units, performance-based restricted stock units, and restricted common stock is measured based on the fair value of the Company’s common stock on the grant date.

The fair value of performance-based restricted stock units with a market condition is estimated on the date of grant using the Monte Carlo simulation model.

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For certain income tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken.

Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the consolidated financial statements.

consolidated financial statements.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

There were no amounts recognized relating to interest and penalties in the consolidated statements of operations for any

of the years ended December 31, 2024, 2023 and 2022 .

The Company had no uncertain income tax positions as of either December 31, 2024 or 2023 .

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, investments, and trade accounts receivable.

The Company maintains the majority of its cash, cash equivalents, restricted cash and investments with three financial institutions.

The Company maintains the majority of its cash, cash equivalents, restricted cash and investments with several financial institutions.

The Company’s deposits routinely exceed amounts guaranteed by the Federal Deposit Insurance Corporation.

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Credit losses historically have not been material.

Significant customers are those that represent more than 10 % of the Company’s total revenue.

For the year ended December 31, 2024 , the Company had two significant customers that accounted for 77 % of total revenue.

For the year ended December 31, 2023, the Company had two significant customers that accounted for 58 % of total revenue.

For the year ended December 31, 2022, the Company had three significant customers that accounted for 70 % of total revenue.

Significant customers are those that represe nt more than 10 % of the Company’s total revenue.

For the years ended December 31, 2025, 2024 and 2023 , the Company had three , two , and two significant customers, respectively, that accounted for 53 % , 77 % , and of 58 % total revenue, respectively.

Earnings (Loss) Per Share

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The following table sets forth the computation of basic and diluted loss per share attributable to common stockholders (in thousands, except share and per share data):

Net loss attributable to common stockholders

Net loss attributable to noncontrolling interests

Net loss attributable to IonQ, Inc.

stockholders for basic and diluted net loss

Weighted average shares used in computing net loss

per share attributable to common stockholders—

basic and diluted

Net loss per share attributable to common

per share attributable to IonQ, Inc.

stockholders—basic and diluted

Net loss per share attributable to IonQ, Inc.

stockholders—basic and diluted

In periods with a reported net loss, the effect of stock options, warrants, unvested restricted stock units, unvested performance-based restricted stock units, and unvested common stock (including unvested restricted common stock) are excluded and diluted loss per share is equal to basic loss per share.

The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share:

The following is a summary of the weighted average common stock equivalents for the

securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share:

Common stock options outstanding

Warrants to purchase common stock

Public warrants

Unvested restricted stock units

Unvested performance-based restricted stock units

Unvested common stock

Unvested restricted stock

Unvested early exercised stock options

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The Company adopted this standard for the year ended December 31, 2024, and has applied the standard retrospectively to all prior periods presented in the consolidated financial statements.

Refer to Note 22 for further details.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption permitted.

The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

The Company adopted this standard and applied the disclosure requirements on a prospective basis, effective for the year ended December 31, 2025.

Refer to Note 17 for the required disclosures.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement -- Reporting Comprehensive Income -- Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently evaluating the impact of this accounting standard update on its financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments -- Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, to introduce a practical expedient for all entities, which simplifies the calculation required for estimating credit losses and assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of this accounting standard update to its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles -- Goodwill and Other -- Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, to modernize the capitalization criteria for internal-use software, eliminating references to project stages and instead requiring that projects meet completion probability criteria before costs can be capitalized.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of this accounting standard update to its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities.

ASU 2025-10 is effective for annual periods beginning after December 15, 2028, and for interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to make changes to the Codification that clarify, correct errors, or make minor improvements to U.S.

GAAP, including clarifying the calculation of earnings per share when a loss from continuing operations exists.

ASU 2025-12 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

BUSINESS COMBINATIONS

2025 Acquisitions

During 2025, the Company completed six acquisitions, for which each of the purchase price allocations are based on preliminary information and subject to change.

Upon completion of the final purchase price allocations, the final fair values of assets acquired and liabilities assumed and resulting goodwill may differ materially from the preliminary assessment.

The Company has estimated the preliminary fair values of assets acquired and liabilities assumed in each acquisition based on information currently available and will continue to adjust those estimates as additional information pertaining to events or circumstances present at the acquisition date becomes available during the measurement period.

The Company incurred approximately $ 36.5 million in transaction costs, which were primarily related to fees associated with financial and legal advisors, related to closed and pending acquisitions.

Transactions costs were recorded in general and administrative expenses in the consolidated statements of operations.

The Company has included the revenue and expenses of each acquisition in its consolidated statements of operations from the date of acquisition.

Vector Atomic, Inc.

On October 2, 2025 , the Company acquired Vector Atomic, Inc.

(“Vector Atomic”) for approximately $ 181.5 million of stock consideration (the “Vector Atomic Acquisition”).

The stock consideration is comprised of 2,607,452 shares of the Company’s common stock, of which 566,464 shares are held in escrow and are expected to be released within 12 months after the close of the acquisition, subject to reductions for indemnity claims and working capital adjustments.

The Vector Atomic Acquisition was accounted for as a business combination.

The acquisition supports the Company’s mission to develop fully integrated quantum systems by adding sensing capabilities to the Company's existing quantum products.

The following table summarizes the preliminary fair values of Vector Atomic ’s assets acquired and liabilities assumed as of the acquisition date (in thousands):

Preliminary Fair Value

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Operating lease right-of-use assets

Intangible assets

Other noncurrent assets

Accounts payable

Accrued expenses and other current liabilities

Unearned revenue

Operating lease liabilities

Deferred tax liabilities

Other noncurrent liabilities

Total fair value of net assets acquired

The goodwill of $ 94.2 million is primarily attributable to growth opportunities from the expansion of the Company’s product offerings and expected future synergies from combining operations.

The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes.

Identifiable intangibles recognized primarily consist of $ 57.6 million in developed technology with an estimated useful life of eight years , $ 19.5 million in customer relationships with an estimated useful life of 6 years, and $ 18.8 million in in-process research and development which is accounted for as an indefinite-lived intangible asset until the underling project is completed.

Fair values of intangible assets were determined using income approaches, including the multi-period excess earnings and the relief from royalty methods.

Vector Atomic’s revenue since the acquisition date to December 31, 2025, included in the Company’s consolidated statements of operations was $ 8.7 million.

Oxford Ionics Limited

On September 16, 2025 , the Company acquired Oxford Ionics Limited (“Oxford Ionics”) for approximately $ 1,589.7 million of total consideration (the “Oxford Ionics Acquisition”).

The Oxford Ionics Acquisition was accounted for as a business combination.

The acquisition accelerates the Company’s technology roadmap for more powerful, high-fidelity quantum computers and supports the Company’s global expansion.

The following table summarizes the components of the purchase consideration to acquire Oxford Ionics (in thousands):

Fair value of common stock issued (1)

Total purchase consideration

(1) Reflects 25,372,150 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date.

These shares are inclusive of 115,851 shares withheld to cover employee tax obligations.

The following table summarizes the preliminary fair values of Oxford Ionics’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

Preliminary Fair Value

Measurement Period Adjustments

Adjusted Fair Value

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Operating lease right-of-use assets

Intangible assets

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities

Unearned revenue

Deferred tax liabilities

Other noncurrent liabilities

Total fair value of net assets acquired

The goodwill of $ 1,261.9 million is primarily attributable to Oxford Ionics’s specialized assembled workforce and expected future synergies from combining operations.

The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes.

Identifiable intangibles recognized primarily consist of $ 422.9 million in developed technology with an estimated useful life of seven years .

Fair values of intangible assets were determined using income approaches, including the multi-period excess earnings and the relief from royalty methods.

In particular, the valuation of the developed technology intangible asset was complex and required significant judgment.

The significant assumptions utilized in the valuation include the underlying projected revenue growth rates, projected EBITDA margin, and discount rate.

These assumptions include forward-looking considerations and could be affected by future economic and market conditions.

Oxford Ionics’s revenue since the acquisition date to December 31, 2025, included in the Company’s consolidated statements of operations was not material.

Capella Space Corp.

On July 11, 2025 , the Company acquired Capella Space Corp.

(“Capella”) for approximately $ 424.8 million of total consideration (the “Capella Acquisition”).

The Capella Acquisition was accounted for as a business combination.

The acquisition

supports the Company’s mission to develop a space-to-space and space-to-ground satellite quantum key distribution networks to enable quantum-secure global communications.

The following table summarizes the components of the purchase consideration to acquire Capella (in thousands):

Fair value of common stock issued (1)

Total purchase consideration

(1) Reflects 9,004,982 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’ s common stock on the closing date.

These shares are inclusive of 1,334,668 shares held in escrow.

The escrowed shares are expected to be released within 18 months after the close of the Capella Acquisition, subject to reductions for indemnity claims.

The following table summarizes the preliminary fair values of Capella’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

Preliminary Fair Value

Measurement Period Adjustments

Adjusted Fair Value

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Operating lease right-of-use assets

Intangible assets

Other noncurrent assets

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities

Unearned revenue

Deferred tax liabilities

Total fair value of net assets acquired

The goodwill of $ 258.1 million is primarily attributable to growth opportunities from the expansion of the Company’s product offerings.

The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes.

Identifiable intangibles recognized consist of $ 82.9 million in developed technology with an estimated useful life of seven years , $ 14.6 million in trademarks with an estimated useful life of 10 years , and $ 4.2 million in customer relationships with an estimated useful life of 10 years .

Fair values of intangible assets were determined using income approaches, including the relief from royalty and multi-period excess earnings methods.

In particular, the valuation of the developed technology intangible asset was complex and required significant judgment.

The significant assumptions utilized in the valuation include the underlying projected revenue growth rates.

These assumptions include forward-looking considerations and could be affected by future economic and market conditions.

Capella’s revenue since the acquisition date to December 31, 2025, included in the Company’s consolidated statements of operations was $ 21.5 million.

Lightsynq Technologies Inc.

On May 30, 2025 , the Company acquired Lightsynq Technologies Inc.

(“Lightsynq”) for approximately $ 306.2 million of total consideration (the “Lightsynq Acquisition”).

The Lightsynq Acquisition was accounted for as a business combination.

The acquisition

supports the Company’s quantum computing and networking capabilities by expanding its quantum memory and photonic interconnects technology portfolio.

The following table summarizes the components of the purchase consideration to acquire Lightsynq (in thousands):

Fair value of common stock issued (1)

Fair value of equity awards (2)

Total purchase consideration

(1) Reflects 6,185,119 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date.

These shares are inclusive of 540,015 shares held in escrow.

The escrowed shares are expected to be released within 12 months after the close of the Lightsynq Acquisition, subject to reductions for indemnity claims.

(2) Reflects the conversion and issuance of certain equity awards, including stock options.

Refer to Note 16 for further details on the Company ’ s share-based compensation awards, including awards issued in connection with acquisitions.

The following table summarizes the preliminary fair values of Lightsynq’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

Preliminary Fair Value

Measurement Period Adjustments

Adjusted Fair Value

Cash and cash equivalents

Prepaid expenses and other current assets

Property and equipment

Intangible assets

Accounts payable

Accrued expenses and other current liabilities

Deferred tax liabilities

Total fair value of net assets acquired

The goodwill of $ 235.8 million is primarily attributable to Lightsynq’s specialized assembled workforce and expected future synergies from combining operations.

The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes.

Identifiable intangibles recognized consist of $ 67.6 million in developed technology with an estimated useful life of 5 years.

Fair values of intangible assets were preliminarily estimated using the cost approach.

Lightsynq’s revenue since the acquisition date to December 31, 2025 , included in the Company’s consolidated statements of operations was no t material.

id Quantique SA

On April 30, 2025 , the Company acquired a controlling stake in id Quantique SA (“IDQ”) for approximately $ 116.2 million of total consideration (the “IDQ Acquisition”).

The IDQ Acquisition was accounted for as a business combination.

As of the acquisition date, the Company acquired approximately 86 % of the outstanding shares of IDQ.

A noncontrolling interest was recognized at fair value on the acquisition date, which was determined to be the noncontrolling interest’s proportionate share of the acquiree’s identifiable net assets.

The acquisition supports the Company’s quantum networking capabilities by expanding its quantum networking expertise and technology portfolio, including quantum-safe communications and quantum detection systems.

The following table summarizes the components of the purchase consideration to acquire IDQ (in thousands):

Fair value of common stock issued (1)

Fair value of equity awards (2)

Total purchase consideration

(1) Reflects 4,117,439 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date.

These shares are inclusive of 778,564 shares held in escrow.

The escrowed shares are expected to be released within 18 months after the close of the IDQ Acquisition, subject to reductions for indemnity claims.

(2) Reflects the conversion and issuance of certain equity awards, including stock options.

Refer to Note 16 for further details on the Company ’ s share-based compensation awards, including awards issued in connection with acquisitions.

The following table summarizes the preliminary fair values of IDQ’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

Preliminary Fair Value

Measurement Period Adjustments

Adjusted Fair Value

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Operating lease right-of-use assets

Intangible assets

Other noncurrent assets

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities

Unearned revenue

Other noncurrent liabilities

Noncontrolling interest

Total fair value of net assets acquired

The goodwill of $ 81.9 million is primarily attributable to increased offerings to customers and enhanced opportunities for growth and innovation.

The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes.

Identifiable intangibles recognized consist of $ 23.6 million in developed technology with an estimated useful life of seven years , $ 8.5 million in non-compete agreements and $ 8.2 million in customer relationships, each with an estimate useful life of two years , and $ 2.4 million in trademarks with an estimated useful life of five years .

Fair values of intangible assets were determined using income approaches, including the relief from royalty, and the cost approach.

IDQ’s revenue since the acquisition date to December 31, 2025, included in the Company’s consolidated statements of operations was $ 18.8 million.

In July 2025, the Company acquired additional shares of IDQ, increasing the Company’s total ownership to approximately 91 % .

The acquisition was accounted for as an equity transaction as there was no change in control.

Other Acquisitions

On June 9, 2025 , the Company acquired a market intelligence business for total consideration of approximately $ 40.6 million, including $ 36.2 million of stock consideration and contingent consideration initially estimated at $ 4.4 million.

The stock consideration is comprised of 903,195 shares of the Company’s common stock, of which, 43,750 shares are held in escrow and are expected to be released within 12 months after the close of the acquisition, subject to reductions for indemnity claims.

The fair value of the contingent consideration was determined using a Monte Carlo simulation and was recorded within other noncurrent liabilities in the consolidated balance sheets.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Preliminary Fair Value

Measurement Period Adjustments

Adjusted Fair Value

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Intangible assets

Accounts payable

Accrued expenses and other current liabilities

Unearned revenue

Deferred tax liabilities

Total fair value of net assets acquired

The goodwill of $ 33.6 million is primarily attributable to expected future synergies from combining operations.

The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes.

Identifiable intangibles recognized consist of $ 4.9 million in customer relationships with an estimated useful life of seven years , $ 3.2 million in developed technology with an estimated useful life of five years , and $ 0.8 million in trademarks with an estimated useful life of seven years .

Fair values of intangible assets were determined using income approaches, including the relief from royalty and multi-period excess earnings methods.

Revenue since the acquisition date to December 31, 2025, included in the Company’s consolidated statements of operations was not material.

In November 2025, the Company amended the contingent consideration to modify the conditions under which the contingent consideration is paid and the method of settlement.

The Company recorded the change in fair value of the contingent consideration at the time of modification in general and administrative expenses in the consolidated statements of operations.

The contingent consideration was partially settled through the issuance of restricted stock units, subject to certain vesting conditions.

The remaining amount the Company expects to pay under the contingent consideration is $ 1.7 million, which is recorded within other noncurrent liabilities in the consolidated balance sheets.

Pro Forma Results of Operations

The following table summarizes the unaudited pro forma consolidated revenue of the Company as if each of the acquisitions described above had been completed on January 1, 2024 (in thousands):

The pro forma information is not necessarily indicative of the results of operations that would have occurred had the acquisitions been made at the beginning of the periods presented or the future results of the combined operations.

Unaudited pro forma consolidated net loss is not presented as the impacts are not significant to our consolidated financial statements.

2024 Acquisition

Qubitekk Federal, LLC

On December 27, 2024, the Company acquired Qubitekk Federal, LLC (“Qubitekk”) for total consideration of approximately $ 22.1 million of cash consideration, of which $ 15.5 million was paid at closing, with the remainder to be paid over the next eighteen months, subject to reductions for indemnities, working capital adjustments, and certain other conditions that existed at the acquisition date.

The holdback liabilities are recorded in accrued expenses and other current liabilities and other noncurrent liabilities on the consolidated balance sheets.

On December 27, 2024, the Company acquired Qubitekk Federal, LLC (“Qubitekk”) for total consideration of approximately $ 22.1 million in cash, of which $ 15.5 million was paid at closing, with the remainder to be paid over the 18 months following the acquisition date, subject to reductions for indemnities, working capital adjustments, and certain other conditions that existed at the acquisition date.

The holdback liabilities are recorded in accrued expenses and other current liabilities on the consolidated balance sheets.

The acquisition supports the Company’s quantum networking capabilities by expanding its quantum networking expertise and technology portfolio.

The Company incurred approximately $ 1.5 million in acquisition costs, which were primarily related to fees associated with financial and legal advisors and were recorded in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2024.

The Company utilized a benchmarking approach based on comparable transactions within the Company's industry peer group to determine the preliminary fair values of intangible assets acquired.

Upon completion of the final purchase price allocation, the final fair values of assets acquired and resulting goodwill may differ materially from the preliminary assessment.

The following table summarizes the preliminary fair values of Qubitekk assets acquired as of the acquisition date (in thousands):

The following table summarizes the final allocation of the purchase price to the assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

Preliminary Fair Value

Measurement Period Adjustments

Updated Preliminary Fair Value

Accounts receivable

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Other noncurrent assets

Unearned revenue

Total fair value of net assets acquired

The goodwill of $ 10.0 million is primarily attributable to Qubitekk’s specialized assembled workforce and expected future synergies from combining operations.

We expect the goodwill from this acquisition will be deductible for income tax purposes.

Identifiable intangibles recognized consists of $ 7.7 million in customer relationships and $ 4.0 million in developed technology, each with useful lives of 5 years, and $ 0.2 million in trademarks with an indefinite useful life.

The Company expects the goodwill from this acquisition will be deductible for income tax purposes.

Identifiable intangibles recognized consist of $ 5.9 million in customer relationships, $ 4.0 million in developed technology, and $ 0.8 million in trademarks, each with estimated useful lives of five years , and $ 0.2 million in backlog with an estimated useful life of one year .

Fair values of intangible assets were determined using income approaches, including the relief from royalty and multi-period excess earnings methods.

The Company has included the revenue and expenses of Qubitekk in its consolidated financial statements from the date of acquisition.

Qubitekk's financial results are not material to the Company's results of operations.

No summarized unaudited pro forma results are provided for the Qubitekk acquisition due to the immateriality of this acquisition relative to the Company’s consolidated financial position and results of operations.

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As of December 31, 2024

Cash and money market

Commercial paper

Cash and money

Corporate notes and

Municipal bonds

US government and

government and

Total cash, cash

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Gross Unrealized

Corporate notes and bonds

US government and agency

government and agency

As of December 31, 2024

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Gross Unrealized

Commercial paper

Corporate notes and bonds

Municipal bonds

US government and agency

government and agency

The Company did no t have any allowance for credit losses as of either December 31, 2025 or 2024.

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Corporate notes and bonds

US government and agency

government and agency

FAIR VALUE MEASUREMENTS

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Cash and money market funds (1)

US government and agency

government and agency

Total cash, cash equivalents and restricted cash

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Corporate notes and bonds

US government and agency

government and agency

Total short-term investments

Long-term investments:

Corporate notes and bonds

US government and agency

government and agency

Total long-term investments

Public warrants

Warrant liabilities

Fair Value Measured as of

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Cash and money market funds (1)

US government and agency

government and agency

Total cash, cash equivalents and restricted cash

Short-term investments:

Commercial paper

Corporate notes and bonds

Municipal bonds

US government and agency

government and agency

Total short-term investments

1 unchanged sentence

Corporate notes and bonds

US government and agency

government and agency

Total long-term investments

Public warrants

(1) Includes money market funds associated with the Company’s overnight investment sweep account and cash collateralizing the Company's letter of credit and corporate credit cards.

Warrant liabilities

(1) Includes money market funds associated with the Company’s overnight investment sweep account and cash collateralizing the Company's financial guarantees and certain other obligations.

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period.

There were no transfers between levels during the current period.

On December 31, 2024 , the closing trading price of the public warrants was $ 30.46 per warrant.

The Company’s warrant liabilities are comprised of the public warrants and the Series A and Series B private warrants.

The Series A and Series B prefunded warrants were fully exercised as of December 31, 2025.

Refer to Note 13 for further details.

The fair value of the Series A prefunded warrants and Series A private warrants (together, the “Series A Warrants”) and the Series B prefunded warrants and Series B private warrants (together, the “Series B Warrants”) was determined using Level 3 inputs.

Management determined the fair value of the Series A Warrants and Series B Warrants using unobservable inputs in the Black-Scholes option-pricing model.

Inherent in the valuation were assumptions related to the expected stock-price volatility, expected term, risk-free interest rate, and dividend yield.

The Company estimated the expected volatility based on the Company’s historical and implied stock

price volatility.

The expected term was assumed to be equivalent to the warrants’ remaining contractual term.

The risk-free interest rate was estimated using the yield on actively traded non-inflation-indexed U.S.

treasury securities with contract maturities equal to the expected term.

The dividend yield was based on the historical rate, which the Company anticipates remaining at zero .

The assumptions used to estimate the fair value of the Series A Warrants and Series B Warrants during the period were as follows:

December 31, 2025

October 14, 2025

Risk-free interest rate

Expected term (in years)

Expected volatility

Dividend yield

Investments in Privately-Held Companies

During fiscal year 2025, the Company entered into certain agreements (“Investment Agreements”) to purchase equity securities, convertible debt securities, and SAFE investments of privately-held companies (each, an “Investee”).

As of December 31, 2025, the total amount of investments in privately-held companies included in other noncurrent assets on the consolidated balance sheet was $ 91.0 million, including $ 36.0 million of convertible debt securities, $ 25.0 million of SAFE investments, and $ 30.0 million of equity securities.

The Company did no t record any impairments for the privately-held securities held as of December 31, 2025.

The fair values of convertible debt securities and SAFEs are based on unobservable inputs and are classified as Level 3 in the hierarchy.

In connection with the Investment Agreements, each Investee and the Company entered into a commercial contract for access to the Company’s products and services.

The Company assessed the commercial contracts under the guidance within ASC 606, Revenue from Contracts with Customers, as well as the commercial substance of the arrangement considering the customer’s ability and intention to pay as well as the Company’s obligation to perform under the contract.

Based on its assessment, the Company concluded the commercial contracts are within the scope of ASC 606 and the Company will apply the principles within ASC 606 to measure and recognize revenue.

During the year ended December 31, 2025, the Company recognized $ 3.4 million of revenue from the commercial contracts.

PROPERTY AND EQUIPMENT, NET

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December 31, 2025

Internal-use software

Customer relationships

Developed technology

Naming rights

Customer relationships

Internal-use software

In-process research and development

Non-compete agreements

Website and other

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Internal-use software

Customer relationships

Developed technology

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Ending balance

AGREEMENTS WITH UNIVERSITY OF MARYLAND AND DUKE UNIVERSITY

Exclusive License Agreement

The Company entered into an exclusive license agreement (“License Agreement”) in July 2016 with the University of Maryland (“UMD”) and Duke University (“Duke”).

The License Agreement grants to the Company an exclusive, perpetual license (“Initial Patents”) to certain patents, know-how and other intellectual property utilized in trapped-ion quantum computing systems.

The license granted to the Company is exclusive for all patents (and non-exclusive for other types of intellectual property), subject to certain governmental rights and retained rights by UMD and Duke and other non-profit institutions to use and practice the Licensed Patents (as defined below) and technology for internal research and other non-profit purposes.

In exchange for the Initial Patents, UMD and Duke received an aggregate of 142,886 shares of common stock.

On February 1, 2021, the Company and UMD executed two amendments to the License Agreement granting exclusive rights to license additional intellectual property in exchange for a total of 257,198 shares of common stock.

Management evaluated the amendments and concluded that the arrangements qualify as equity-classified instruments and recorded an intangible asset and additional paid-in capital based on the fair value of the shares at the date the amendments were executed of $ 1.6 million.

The shares for each executed amendment were issued during the year ended December 31, 2021.

Exclusive Option Agreements

The Company also entered into an exclusive option agreement (the “Option Agreement”) with each of UMD and Duke in 2016 whereby on the anniversary of the effective date of the License Agreement for a period of 5 years , the Company has the right to exclusively license additional intellectual property developed by UMD and Duke (the “Additional Patents” and together with the Initial Patents, the “Licensed Patents”) by exercising an annual option and issuing shares of common stock each to Duke and UMD in consideration for the Additional Patents.

The amount issued to UMD and Duke pursuant to the Option Agreement over the 5-year term was equal to an aggregate of 642,995 shares of common stock to each university.

The Company may elect not to exercise the option if there was not a minimum number of intellectual property developed in a given year and then the Option Agreement would extend another year .

In December 2020, the Company amended its Option Agreement with Duke, and under this amendment, the Company issued 1,214,317 shares of common stock to Duke in consideration for research and development services through July 15, 2026.

Under the terms of the amended Option Agreement, the issuance of shares is a nonrefundable upfront payment in exchange for research and development services by Duke whereby the Company will obtain rights to any potential future intellectual property developed during

As such, the fair value of the shares of common stock was recorded as a prepaid expense and is being amortized over the term of the arrangement as services are received.

The Company recognized $ 0.5 million of research and development expense related to the agreement with Duke during each of the years ended December 31, 2024, 2023 and 2022.

The useful life of the Licensed Patents derived from the License Agreement and the Option Agreement is the remaining legal life at the time of acquisition.

The value of the Licensed Patents is based on the fair value of the common stock given as consideration on the effective date of each agreement and exercise of option.

The asset is amortized over the useful life of the Licensed Patents.

OTHER BALANCE SHEET ACCOUNTS

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Materials and supplies

Advance payments to suppliers

Inventories, net

Prepaid expenses

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Accrued salaries and other payroll liabilities

Accrued professional services and transactions costs

Accrued equipment and facilities liabilities

Acquisition holdback liabilities

Accrued professional services

Accrued equipment and services liabilities for research and development

Accrued expenses—other

Total accrued expenses and other current liabilities

INVENTORIES, NET

Inventories, net is composed of the following (in thousands):

Raw materials

Work-in-process

Finished goods

Total inventories, net

COMMITMENTS AND CONTINGENCIES

Warranties and Indemnification

From time to time, the Company may become subject to litigation and other legal or administrative proceedings arising in the ordinary course of business.

When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure.

In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters with respect to which losses are probable and can be reasonably estimated.

If the loss is not probable or the amount of loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material.

The Company continuously assesses the potential liability related to its pending litigation and revises its estimates when additional information becomes available.

While it is not possible to predict the outcome of any such matter, based on its assessment of the facts and circumstances, the Company does not believe that any such matter, individually or in the aggregate, will have a material adverse effect on its balance sheet, results of operations or cash flows in a future period, and there were no legal proceedings pending other than those for which we have determined that the possibility of a material outflow is remote.

The Company’s commercial services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s documentation under normal use and circumstances.

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To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements.

Stockholder Lawsuit

In May 2022, a securities class action complaint captioned Leacock v.

et al., Case No.

8:22-cv-01306, was filed by a stockholder of the Company in the United States District Court for the District of Maryland (the “Leacock Litigation”) against the Company and certain of the Company’s current officers.

In June 2022, a securities class action complaint captioned Fisher v.

IonQ, Inc., Case No.

8:22-cv-01306-DLB (the “Fisher Litigation”) was filed by a stockholder against the Company and certain of the Company’s current officers (“IonQ Defendants”).

Both the Leacock Litigation and Fisher Litigation, which have been consolidated into a single action, allege violations of Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act and seek damages.

In September 2022, the Court appointed lead plaintiffs and counsel for lead plaintiffs, and ordered lead plaintiffs to file a consolidated amended complaint.

The consolidated amended complaint was filed on November 22, 2022.

As part of the consolidated amended complaint, certain members of the Company’s board of directors as well as other dMY-related defendants (“Additional Defendants”) have been added as defendants to the case.

On February 7, 2023, the IonQ Defendants and the Additional Defendants each filed a motion to dismiss the consolidated amended complaint.

On March 23, 2023, lead plaintiffs filed their omnibus opposition to the motions to dismiss.

On April 26, 2023, the IonQ Defendants and the Additional Defendants each filed a reply in support of the motions to dismiss.

On September 28, 2023, the District Court of Maryland issued an order dismissing plaintiffs' claims against the IonQ Defendants and the Additional Defendants with prejudice and directed the clerk to close the case.

On October 26, 2023, the plaintiffs filed a motion for post-judgment relief, seeking to amend their consolidated amended complaint.

The IonQ Defendants and Additional Defendants filed oppositions to plaintiffs’ motion on December 1, 2023, and plaintiffs filed their reply on January 8, 2024.

On July 10, 2024, the plaintiffs' motion for post-judgment relief was denied and the District Court of Maryland directed the clerk to close the case.

On July 26, 2024, the plaintiffs filed a Notice of Appeal with the Fourth Circuit Court of Appeals seeking to review the trial court's decision.

Plaintiffs filed their Opening Brief in the Fourth Circuit on September 9, 2024.

A response brief by IonQ Defendants was filed on October 8, 2024 and plaintiffs’ reply brief was filed on October 29, 2024.

Oral argument in the Fourth Circuit occurred on January 31, 2025.

Given the uncertainty of litigation and the legal standards that must be met for, among other things, success on the case merits, the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from the associated suit.

In the ordinary course of business, the Company may provide indemnities of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company or intellectual property infringement claims made by third parties.

While the Company’s future obligations under certain of these agreements may contain limitations on liability for indemnification, other agreements do not contain such limitations and under such agreements it is not possible to predict the maximum potential amount of future payments due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement.

Historically, payments made by the Company under such indemnities have not had a material effect on the Company’s business, financial condition, results of operations or cash flows.

The Company records a liability for its indemnification obligations when probable and estimable.

Indemnity liabilities were not material as of December 31, 2025 and 2024 .

STOCKHOLDERS’ EQUITY

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The rights, preferences, and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of the Company’s preferred stock that may be issued.

Treasury Stock

The Company records treasury stock as a reduction to common stock for the par value of the shares, with the excess cost over par value recorded as a reduction of additional paid-in capital.

The Company had 113,656 shares of treasury stock as of December 31, 2025, and no shares of treasury stock as of December 31, 2024.

Common Stock Reserved for Issuance

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Warrants to acquire common stock

Public warrants outstanding

Restricted stock units outstanding

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Total common stock reserved

WARRANT TRANSACTION AGREEMENT

In November 2019, contemporaneously with a revenue arrangement, the Company entered into a contract, pursuant to which the Company agreed to issue warrants to acquire shares of Legacy IonQ Series B-1 preferred stock (the “Warrant Shares”) to a customer, subject to certain vesting events.

Upon closing of the Business Combination, these warrants exercisable for Legacy IonQ Series B-1 preferred stock were assumed by the Company and converted into a warrant to purchase shares of common stock.

Except as specifically provided in the Merger Agreement, the Warrant Shares will have the same terms and be subject to the same conditions (including applicable vesting conditions) as set forth in the Legacy IonQ warrant agreement.

The contract allowed for the customer to acquire up to 8,301,202 shares of common stock in the Company.

The fair value of the Warrant Shares at the date of issuance was determined to be $ 8.7 million.

As the Warrant Shares were issued in connection with an existing commercial agreement with a customer, the value of the Warrant Shares was determined to be consideration payable to the customer and consequently was treated as a reduction to revenue recognized under the corresponding revenue arrangement.

In August 2020, 543,152 of the Warrant Shares vested and became immediately exercisable.

The exercise price for the vested Warrant Shares is $ 1.38 per share and the warrant is exercisable through November 2029.

As of December 31, 2024, no additional Warrant Shares can be vested pursuant to the terms of the warrant agreement and accordingly, the remaining 7,758,050 unvested Warrant Shares were forfeited.

WARRANT LIABILITIES

The Company assumed 7,500,000 public warrants on September 30, 2021 as part of the Business Combination.

As of December 31, 2024 , there were 2,320,696 public warrants to purchase common stock outstanding.

Each warrant entitles the registered holder to purchase one share of common stock at a price of $ 11.50 per share.

Prefunded and Private Warrants

In October 2025, the Company issued 5,005,400 Series B prefunded warrants and 43,010,800 Series B private warrants.

Each Series B prefunded warrant and Series B private warrant entitles the holder to purchase one share of Company common stock at a price of $ 0.0001 per share and $ 155.00 per share, respectively.

As of December 31, 2025, there were no Series B prefunded warrants outstanding and there were 43,010,800 Series B private warrants outstanding.

The Series B private warrants are classified as liabilities and remeasured at reach reporting period.

In July 2025, the Company issued 3,855,557 Series A prefunded warrants and 36,042,530 Series A private warrants.

Each Series A prefunded warrant and Series A private warrant entitles the holder to purchase one share of Company common stock at a price of $ 0.0001 per share and $ 99.88 per share, respectively.

As of December 31, 2025 , there were no Series A prefunded warrants outstanding and there were 36,042,530 Series A private warrants outstanding.

The Series A private warrants are classified as liabilities and remeasured at each reporting period.

Public Warrants

The public warrants may be exercised on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering of dMY;

provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the public warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their public warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

The public warrants became exercisable on November 17, 2021.

Redemption of warrants when the price per share of common stock equals or exceeds $ 18.00 :

Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:

In Septembe r 2021, the Company assumed 7,500,000 public warrants.

Each warrant entitles the registered holder to purchase one share of Company common stock at a price of $ 11.50 per share.

As of December 31, 2025 , there were 1,326,356 public warrants to purchase Company common stock outstanding.

Redemption of warrants when the price per share of Company common stock equals or exceeds $ 18.00 :

The Company may redeem the outstanding public warrants for cash:

• in whole and not in part;

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• if, and only if, the closing price of common stock equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Redemption of warrants for when the price per share of common stock equals or exceeds $ 10.00 :

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

Redemption of warrants for when the price per share of Company common stock equals or exceeds $ 10.00 :

The Company may redeem the outstanding public warrants for Company common stock:

• in whole and not in part;

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No public warrants have been redeemed by the Company as of December 31, 2025.

Warrants Held by a Customer

In November 2019, contemporaneously with a revenue arrangement, the Company entered into a contract, pursuant to which the Company agreed to issue warrants to a customer, subject to certain vesting events.

The contract allowed for the customer to acquire up to 8,301,202 shares of Company common stock.

The fair value of the Warrant Shares at the date of issuance was determined to be $ 8.7 million.

In August 2020, 543,152 of the Warrant Shares vested and became immediately exercisable.

The exercise price for the vested Warrant Shares is $ 1.38 per share and the warrant is exercisable through November 2029.

Effective November 2024, no additional Warrant Shares can be vested pursuant to the terms of the warrant agreement and accordingly, the remaining 7,758,050 unvested Warrant Shares were forfeited.

EQUITY OFFERINGS

On October 10, 2025, the Company entered into an underwriting agreement with J.P.

Morgan Securities LLC providing for the offer and sale of 16,500,000 shares of the Company’s common stock at a price of $ 93.00 per share;

5,005,400 Series B prefunded warrants, at a price of $ 93.00 less the Series B prefunded warrants’ exercise price;

and 43,010,800 Series B private warrants at no additional consideration.

The Series B Warrants are exercisable immediately upon issuance and from time to time thereafter through and including October 14, 2032.

Refer to Note 13 for further details.

The offering closed on October 14, 2025, for aggregate proceeds of $ 1,977.1 million, net of issuance costs of $ 22.9 million.

Issuance costs were allocated to the liability-classified Series B Warrants and expensed upon completion of the equity offering.

On July 7, 2025, the Company entered into an underwriting agreement with J.P.

Morgan Securities LLC providing for the offer and sale of 14,165,708 shares of the Company’s common stock at a price of $ 55.49 per share;

3,855,557 Series A prefunded warrants, at a price of $ 55.49 less the Series A prefunded warrants ’ exercise price;

and 36,042,530 Series A private warrants at no additional consideration.

The Series A Warrants are exercisable immediately upon issuance and from time to time thereafter through and including July 9, 2032.

Refer to Note 13 for further details.

The offering closed on July 9, 2025, for aggregate proceeds of $ 977.2 million, net of issuance costs of $ 22.8 million.

Issuance costs were allocated to the liability-classified Series A Warrants and expensed upon completion of the equity offering.

In February 2025, in connection with the commencement of an “at the market” offering program, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Morgan Stanley & Co.

LLC and Needham & Company, LLC, as sales agents (the “Sales Agents”), pursuant to which the Company could offer and sell, from time to time, through or to the Sales Agents, shares of the Company’s common stock having an aggregate gross offering price of up to $ 500 million (the “2025 ATM Offering Program”).

The Sales Agents were entitled to a commission of up to 3.25 % of the gross proceeds of all shares sold under the Equity Distribution Agreement.

On March 10, 2025, the Company terminated the Equity Distribution Agreement, after which no further shares could be sold through the 2025 ATM Offering Program.

Prior to its termination on March 10, 2025, the Company sold a total of 16,038,460 shares of its common stock through the 2025 ATM Offering Program for an aggregate purchase price of $ 358.3 million, net of issuance costs of $ 14.3 million.

Disaggregated Revenue

The Company's revenues disaggregated by revenue source is as follows (in thousands):

Specialized quantum computing hardware

The Company ’s revenue disaggregated by revenue source is as follows (in thousands):

Quantum hardware

Platform, consulting and support services

Total revenue

The Company's revenues disaggregated by customer location is as follows (in thousands):

The Company’s revenue disaggregated by customer location is as follows (in thousands):

United States

International

Other international

Total revenue

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Unexercised contract options are not included in remaining performance obligations until the time the option is exercised.

Company expects approximately 40 % of the remaining performance obligations to be recognized as revenue within the next twelve months .

The Company expects approximately 40 % of the remaining performance obligations to be recognized as revenue within the next twelve months .

Unearned Revenue

The following table summarizes the changes in unearned revenue for the years ended December 31, 2024, 2023 and 2022 (in thousands):

Beginning balance

Revenue recognized

New deferrals, net

Ending balance

Contract liabilities consist of unearned revenue and represent cash payments received or contracted billings recorded for which the performance obligations were not satisfied as of the end of the period.

The change in unearned revenue for the year ended December 31, 2025, primarily relates to such cash payments received or contracted billings recorded, as well as the addition of unearned revenue through acquisitions, partially offset by revenue recognized.

The Company recognized revenue of $ 10.3 million, $ 11.9 million, and $ 8.7 million, for the years ended December 31, 2025, 2024, and 2023, respectively, that related to the unearned revenue balances as of the beginning of each year.

STOCK- BASED COMPENSATION

Equity Incentive Plans

The Company has a 2015 Equity Incentive Plan (the “2015 Plan”), which provided for the grant of share-based compensation to certain officers, directors, employees, consultants, and advisors.

Upon the closing of the Business Combination, no further awards were made pursuant to the 2015 Plan and all outstanding Legacy IonQ stock options under the 2015 Plan were assumed by the Company.

Such stock options granted under the 2015 Plan will continue to be governed by the terms of the 2015 Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire by their terms.

The Company sponsors the 2015 Equity Incentive Plan (the “2015 Plan”), which provided for the grant of share-based compensation to certain officers, directors, employees, consultants, and advisors.

Subsequent to September 2021, no further awards were made pursuant to the 2015 Plan.

For awards granted under the 2015 Plan, vesting generally occurs over four to five years from the date of grant.

In August 2021, the Company’s board of directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was subsequently approved by the Company’s stockholders in September 2021, and became effective upon the closing of the Business Combination.

The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards (“RSU”), performance awards and other forms of awards to employees, directors, and consultants.

The Company also sponsors the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards (“RSU”), performance awards and other forms of awards to employees, directors, and consultants.

The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, through and including January 1, 2031, by 5 % of the fully diluted common stock (as defined in the 2021 Plan) outstanding on December 31 of the preceding year, or a lesser number of shares determined by the Company’s board of directors prior to such increase.

As of January 1, 2026, the number of shares reserved for issuance under the 2021 Plan increased by 25,069,103 .

For awards granted under the 2021 Plan, vesting terms range from one to four years from the date of grant.

As of December 31, 2024, the Company had 22,532,379 shares available for grant under the 2021 Plan.

Under both equity incentive plans, all options granted have a contractual term of 10 years.

For awards granted under the 2021 Plan, vesting terms range from less than one year to four years from the date of grant.

In May 2025, in connection with the Lightsynq Acquisition, the Company assumed the Lightsynq Technologies Inc.

2024 Equity Incentive Plan (the “Lightsynq Plan”).

Upon closing of the Lightsynq Acquisition, no further awards were made pursuant to

the Lightsynq Plan and certain outstanding Lightsynq stock options under the Lightsynq Plan were assumed by the Company.

Such stock options granted under the Lightsynq Plan will continue to be governed by the terms of the Lightsynq Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire.

For awards granted under the Lightsynq Plan, vesting generally occurs over four years from the date of grant.

As of December 31, 2025 , the Company had no shares available for grant under the Lightsynq Plan.

Under each equity incentive plan, all options granted have a contractual term of 10 years.

Stock Options

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For stock options granted during the years ended December 31, 2025, 2024 and 2023, the assumptions for the Black-Scholes option-pricing model were developed as follows:

Expected Volatility —The expected volatility was based on the average historical stock price volatility of comparable publicly-traded companies in the Company's industry peer group, financial, and market capitalization data, due to the limited history of a public market for the Company's common stock prior to closing the Business Combination relative to the expected term of the options.

Expected Term —The expected term of the Company’s options represents the period that the stock options are expected to be outstanding.

The Company has estimated the expected term of its employee stock option awards using the SAB Topic 14 Simplified Method allowed by the FASB and SEC for calculating expected term, as it has limited historical exercise data to provide a reasonable basis upon which to otherwise estimate expected term.

The Company has estimated the expected term of its employee stock option awards using the SAB Topic 14 Simplified Method allowed by the FASB and SEC for calculating expected term.

Certain of the Company’s stock options began vesting prior to the grant date, in which case the Company uses the remaining vesting term at the grant date in the expected term calculation.

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The assumptions used to estimate the fair value of stock options granted are as follows:

Risk-free interest rate

Expected term (in years)

Expected volatility

Expected term (in years)

Risk-free interest rate

Dividend yield

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Outstanding as of December 31, 2024

Replacement awards (1)

Cancelled/Forfeited

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Exercisable and expected to vest as of December 31, 2025

The following table summarizes additional information on stock option grants, vesting and exercises (in millions, except per share amounts):

(1) In connection with certain acquisitions, the Company converted certain outstanding stock options of the acquirees into stock options to acquire common stock of the Company, for which $ 11.3 million of the fair value was attributed to pre-combination services and was allocated to purchase consideration.

The following table summarizes additional information on stock option grants, replacements, vesting and exercises (in millions, except per share amounts):

Total intrinsic value of options exercised

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Weighted-average grant date fair value per share for

options granted

Early Exercised Stock Options

As of December 31, 2024 and 2023, there were 211,184 and 403,764 shares, respectively, subject to repurchase related to stock options early exercised and unvested.

As of December 31, 2024 and 2023, the Company recorded a liability related to these shares subject to repurchase in the amount of $ 0.4 million and $ 0.8 million, respectively, in its consolidated balance sheets.

options granted or replaced

Restricted Stock Units

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Performance-Based Restricted Stock Units

The Company grants performance-based restricted stock unit awards (“PSU”) to certain officers and employees, which vest over approximately two to four years .

The number of shares that can be earned will range from 0 % to 300 % of the target number of shares, based on the Company's achievement of certain financial and technical goals, as well as a stock price hurdle requirement for a portion of the awards.

In the event that the stock price hurdle is not met at the time the PSUs vest, the maximum PSU opportunity shall be limited to target ( 100 %) performance.

The number of PSUs expected to vest and for which compensation cost has been recognized is based on the number of awards that the Company believes are probable of vesting as of December 31, 2024.

For the portion of the PSUs subject to the stock price hurdle, the fair value was determined using a Monte Carlo simulation model.

The Monte Carlo simulation model requires estimates of subjective assumptions, which affect the fair value of each PSU.

From fiscal year 2023 to fiscal year 2025, the Company granted performance-based restricted stock unit awards (“PSU”) to certain officers, employees and consultants, which vest over approximately two to four years .

The number of shares that can be earned ranges from 0 % to 300 % of the target number of shares, based on the Company ’s achievement of certain performance goals, as well as

a stock price hurdle requirement for a portion of the awards.

If the stock price hurdle is not met at the time the PSUs vest, the maximum PSU opportunity is limited to target ( 100 %) performance.

During fiscal year 2025, the Company granted PSU awards to certain officers and employees, which vest over approximately two to three years .

The number of shares that can be earned ranges from 0 % to 200 % of the target number of shares based on the Company ’s achievement of certain performance goals.

The number of PSUs expected to vest and for which compensation cost has been recognized is based on the number of shares that the Company believes are probable of vesting as of December 31, 2025.

For those PSUs subject to the stock price hurdle, the fair value was determined using a Monte Carlo simulation model.

For PSUs granted during the years ended December 31, 2025, 2024 and 2023, the assumptions for the Monte Carlo simulation model were developed as follows:

Expected Volatility —The expected volatility in 2024 was determined based on the Company's historical and implied stock price volatility.

The expected volatility in 2023 was based on the average historical stock price volatility of comparable publicly traded companies in the Company's industry peer group, financial, and market capitalization data, due to the limited history of a public market for the Company's common stock prior to closing the Business Combination.

Expected Volatility —The expected volatility in 2025 and 2024 was determined based on the Company's historical and implied stock price volatility.

Contractual Term —The Company utilizes the remaining performance period on the date of grant as the contractual term, which represents the period that the PSUs are expected to be outstanding.

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The assumptions used to estimate the fair value of PSUs subject to the stock price hurdle are as follows:

Risk-free interest rate

Contractual term (in years)

Expected volatility

Contractual term (in years)

Risk-free interest rate

Dividend yield

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(1) Represents the number of PSUs expected to vest, which may exceed the target number of shares, based on the Company's probability assessment of expected performance during the performance period.

The following table summarizes additional information on PSU grants:

The following table summarizes additional information on PSU grants and vesting (in millions, except per share amounts):

Total fair value of PSUs that vested

Weighted-average grant date fair value per share for

Restricted Stock

The restricted stock activity is summarized in the following table:

Restricted Stock

(in millions)

Outstanding as of December 31, 2024

Replacement awards (1)

Outstanding as of December 31, 2025

Expected to vest after December 31, 2025

(1) In connection with certain acquisitions, the Company converted certain outstanding restricted stock of the acquirees into restricted stock of the Company, for which $ 48.1 million of the fair value was attributed to pre-combination services and was allocated to purchase consideration.

The following table summarizes additional information on restricted stock grants, replacements and vesting (in millions, except per share amounts):

Total fair value of restricted stock that vested

Weighted-average grant date fair value per share for

restricted stock granted or replaced

Stock-Based Compensation Expense

Total stock-based compensation expense for stock option awards, RSUs and PSUs, which are included in the consolidated financial statements, is as follows (in thousands):

Total stock-based compensation expense for stock option awards, RSUs, PSUs, and restricted stock which are included in the consolidated financial statements, is as follows (in thousands):

Cost of revenue

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Stock-based compensation, net of amounts capitalized

Capitalized stock-based compensation—Intangibles and fixed assets

Capitalized stock-based compensation—Property and equipment, net

and Intangibles assets, net

Total stock-based compensation

Unrecognized Stock-Based Compensation

A summary of the Company's remaining unrecognized compensation expense and the weighted-average remaining amortization period as of December 31, 2024, related to its non-vested RSUs, PSUs, and stock option awards is presented below (in millions, except time period amounts):

A summary of the Company ’s remaining unrecognized compensation expense and the weighted-average remaining amortization period as of December 31, 2025, related to its non-vested stock option awards, RSUs, PSUs, and restricted stock is presented below (in millions, except time period amounts):

Period (Years)

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Performance-based restricted stock units

Restricted stock

Stock options

Employee Stock Purchase Plan

In August 2021, the Company’s board of directors adopted the Employee Stock Purchase Plan (the “ESPP”), which was subsequently approved by the Company’s stockholders in September 2021, and became effective upon the closing of the Business Combination.

In August 2021, the Company’s board of directors adopted the Employee Stock Purchase Plan (the “ESPP”), which was subse quently approved by the Company’s stockholders in September 2021, and became effective upon the closing of the Business Combination.

The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”).

The number of shares of common stock initially reserved for issuance under the ESPP was 5,354,000 shares.

The number of shares of Company common stock initially reserved for issuance under the ESPP was 5,354,000 shares.

The ESPP provides for an annual increase on January 1 of each year and continuing through and including January 1, 2031, equal to the lesser of (i) 1 % of the fully diluted shares of common stock outstanding on the last day of the prior fiscal year, (ii) 10,708,000 shares, or (iii) a lesser number of shares determined by the Company’s board of directors prior to such increase.

The board of directors elected not to approve the annual increase of ESPP shares on January 1, 2025.

As of January 1, 2026, the number of shares reserved for issuance under the ESPP increased by 5,067,361 .

Under the terms of the ESPP, eligible employees can elect to acquire shares of the Company’s common stock through periodic payroll deductions during a series of offering periods.

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As of December 31, 2025 , no shares of common stock had been issued under the ESPP and no offering period had been set by the board of directors.

The current and deferred components of the provision for income taxes for federal, state and foreign jurisdictions are as follows (in thousands):

Net loss before income taxes consisted of the following (in thousands):

Year Ended December 31,

Total net loss before income taxes

The current an d deferred income tax expense (benefit) of the provision for income taxes for federal, state and foreign jurisdictions are as follows (in thousands):

Year Ended December 31,

Total current tax expense (benefit)

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Total tax expense (benefit)

The Company’s provision for income taxes differs from the amount determined by applying the applicable federal statutory tax rate to the loss before income taxes due to the valuation allowance for the net deferred income tax assets.

A reconciliation of the U.S.

statutory tax rate to our effective tax rate is presented below:

The Company’s provision for income taxes differs from the amount determined by applying the applicable federal statutory tax rate to the loss before income taxes primarily due to the valuation allowance for the net deferred income tax assets.

The Company recognized an income tax benefit for the year ended December 31, 2025 , of $ 44.6 million primarily related to the recognition of net deferred tax liabilities in connection with certain acquisitions, which resulted in a decrease to the Company's valuation allowance.

The following table reconciles the U.S.

statutory tax rate to the Company's effective tax rate for the year ended December 31, 2025 (in thousands, except for percentages):

Year Ended December 31, 2025

federal statutory income tax rate

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

Research and development tax credits

Changes in valuation allowances

Nontaxable or nondeductible items

Share-based payment awards

Executive compensation

Transactions costs

Warrant (gain) loss

Effective income tax rate

(1) State taxes in California, Maryland, and New York made up the majority of the tax effect in this category.

The following table reconciles the U.S.

statutory tax rate to the Company's effective tax rate for the years ended December 31, 2024 and 2023:

Year Ended December 31,

federal statutory income tax rate

State and local income taxes

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Net operating loss carryforwards

Total deferred tax assets

Gross deferred tax assets

Valuation allowance

Total deferred tax assets, net of valuation allowance

Total deferred tax assets

Deferred tax liabilities:

Right of use assets

Intangible assets

Total deferred tax liabilities

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Beginning balance

Charged to costs and expenses

Charged (credited) to other accounts

Increases to income tax expense

Charged (credited) to other balance sheet accounts

Decreases to income tax expense

Ending balance

The Company had U.S.

federal and state net operating loss carryforwards of approximately $ 224.2 million and $ 148.1 million, respectively, as of December 31, 2024 .

The Company’s net operating loss carryforwards generated prior to January 1, 2018 of $ 1.1 million will begin to expire, if not utilized, in 2036.

The Company’s net operating loss carry forwards generated after December 31, 2017, will carryforward indefinitely.

federal, state, and foreign net operating loss carryforwards of approximately $ 653.8 million, $ 454.7 million, and $ 140.6 million, respectively, as of December 31, 2025.

The Company’s U.S.

federal net operating loss carryforwards generated prior to January 1, 2018, of $ 9.7 million will begin to expire, if not utilized, in 2036, and net operating loss carry forwards generated after January 1, 2018, of $ 644.1 million will carryforward indefinitely, although limited to 80 % of taxable income annually.

The Company has $ 357.0 million in definite-lived state net operating loss carryforwards, which will begin to expire in 2033 .

The Company has $ 80.0 million in definite-lived foreign net operating loss carryforwards, of which $ 15.8 million will begin to expire in 2026 and the remaining will carryforward indefinitely.

As of December 31, 2025, the Company had U.S.

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The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets.

Based on the Company’s history of operating losses, including a three-year cumulative loss position as of December 31, 2024 and 2023 , the Company has concluded that it is not more likely than not that its net deferred income tax assets will be realized.

Accordingly, the Company has provided a full valuation allowance as of December 31, 2024 and 2023.

The net increase in the valuation allowance of $ 75.3 million is due to the impact of capitalized research and development and current year operating losses.

The Company is generally subject to a three-year statute of limitations by major tax jurisdictions.

Based on the Company’s history of operating losses, including a three-year cumulative loss position as of December 31, 2025 and 2024 , the Company has concluded that it is not more likely than not that its net deferred income tax assets will be realized in the U.S.

and Switzerland.

Accordingly, the Company has provided a full valuation allowance for those jurisdictions as of December 31, 2025 and 2024.

The net increase in the valuation allowance of $ 185.7 million is due to the impact of current year operating losses, research and development credits, and acquired deferred income tax assets, offset by decreases for acquired deferred income tax liabilities.

The Company considers the outside basis of its foreign subsidiaries to be indefinitely reinvested as it intends to further invest in its foreign operations.

The determination of any unrecorded deferred income tax asset or liability on the remaining excess carrying amount of the Company's investments over their respective tax bases is not practicable due to the uncertainty of how these investments would be recovered and such differences are not expected to be recognized in the foreseeable future.

Uncertain income tax positions were no t material as of December 31, 2025 and 2024 .

Interest and penalties recorded in the consolidated statements of operations were no t material for any of the years ended December 31, 2025, 2024 and 2023 .

Cash paid for income taxes is no t material for any of the years ended December 31, 2025, 2024 and 2023.

The Company files incomes tax returns in the United States, including various state jurisdictions, and in various foreign jurisdictions.

The current tax years that are subject for examination are tax years 2021 through 2024 , although tax years dating back to 2016 remain open up to the tax attribute amounts carried forward for future use.

The Company has operating leases for its various facilities, including its primary locations in College Park, Maryland;

Bothell, Washington;

and Arlesheim, Switzerland.

The College Park, Maryland facility is used for research and development, servicing customers and corporate functions and is leased from UMD.

The Bothell, Washington facility is used for manufacturing, research and development, servicing customers, and general office space.

The Arlesheim, Switzerland facility is used for servicing customers and general office space.

Both the College Park, Maryland, and Bothell, Washington, leases expire in 2030 and the Arlesheim, Switzerland lease expires in 2029 .

The Company has operating leases for its various facilities.

As of December 31, 2025 and 2024, the Company’s weighted-average remaining lease term was 4.5 years and 5.2 years, respectively, and the weighted-average discount rate was 7.6 % and 8.2 % , respectively.

The Bothell, Washington facility lease includes a landlord-provided tenant improvement allowance to offset a portion of the costs of the construction of leasehold improvements.

The Company determined that the leasehold improvements will be Company-owned, and as such, reflected the lease incentive as a reduction of lease payments used to measure the operating lease liability and ROU asset as of the lease commencement date.

The components of lease cost were as follows (in thousands):

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Present value of operating lease liabilities

EMPLOYEE BENEFIT PLAN

The Company has a 401(k) savings plan (the “401(k) Plan”), which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code.

Under the 401(k) Plan, participating employees may elect to contribute up to 100 % of their eligible compensation, subject to certain limitations.

The 401(k) Plan provides for a discretionary employer-matching contribution.

The Company made a matching contribution of $ 2.4 million, $ 1.6 million and $ 0.9 million to the 401(k) Plan for the years ended December 31, 2024, 2023 and 2022 , respectively.

RELATED PARTY TRANSACTIONS

Transactions with University of Maryland

The Company has contracts with UMD, including contracts to provide certain quantum computing services and facility access, to provide customized quantum computing hardware, and an operating lease.

The Company has contracts with UMD, including contracts to license certain intellectual property, provide certain quantum computing services and facility access, to provide customized quantum computing hardware, and an operating lease.

Following the departure of the Company's Chief Scientist, UMD is no longer considered a related party as of January 1, 2024.

Revenue recognized from contracts entered into while UMD was a related party was $ 3.5 million, $ 4.6 million and $ 4.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company had the following balances related to contracts entered into while UMD was a related party, as reflected in the consolidated balance sheets (in thousands):

Operating lease right-of-use asset

Current portion of operating lease liabilities

Unearned revenue

Operating lease liabilities, net of current portion

The Company did no t recognize any revenue from contracts entered into while UMD was a related party for the year ended December 31, 2025.

Revenue recognized from such contracts was $ 3.5 million and $ 4.6 million for the year ended December 31, 2024 and 2023, respectively.

Transactions with Duke University

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Following the departure of the Company's Chief Technology Officer, Duke is no longer considered a related party as of July 1, 2024.

The Company has the following balances related to agreements entered into while Duke was a related party, as reflected in the consolidated balance sheets (in thousands):

Prepaid expenses and other current assets

Other noncurrent assets

GEOGRAPHIC INFORMATION

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SEGMENT INFORMATION

The Company operates as one operating segment as its chief executive officer , who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The Company operates as one operating segment as its Chairman and Chief Executive Officer , who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

Consolidated net loss as reported on the consolidated statements of operations is used to evaluate performance and allocate resources.

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Interest income, net

Offering costs associated with warrants

Other (income) expense, net

1 unchanged sentence

SUBSEQUENT EVENTS

In February 2025, the Company entered into a definitive agreement to acquire a controlling stake of ID Quantique SA, a global leader in quantum networking and sensing, headquartered in Geneva, Switzerland, in an all-stock transaction for up to approximately 5.2 million shares of common stock.

The transaction is expected to close in the next nine months, subject to customary closing conditions.

On January 25, 2026 , the Company entered into a definitive agreement to acquire SkyWater Technology, Inc.

(“SkyWater”), a U.S.-based semiconductor foundry, for total consideration of approximately $ 1.8 billion in a cash-and-stock transaction.

Under the terms of the agreement, SkyWater shareholders will receive $ 15.00 in cash and $ 20.00 in shares of IonQ common stock, subject to a collar, for each share of SkyWater common stock held at close of the transaction.

The stock component is subject to a collar under which SkyWater shareholders will receive shares of IonQ common stock valued at $ 20.00 per SkyWater share, based on the volume weighted-average price of IonQ stock as of three business days before closing, unless such volume-weighted average is greater than $ 60.13 per share, in which case SkyWater shareholders will receive 0.3326 IonQ shares per SkyWater share, or less than $ 37.99 per share, in which case SkyWater shareholders will receive 0.5265 IonQ shares per SkyWater share.

The transaction is expected to close within the next twelve months, subject to customary closing conditions, including approval by SkyWater’s shareholders and regulatory approval.

On January 26, 2026 , the Company completed the acquisition of Skyloom Global Corp.

, a U.S.-based optical communications company, for up to 3,909,267 shares of common stock, subject to customary post-closing adjustments and an earnout.

On January 30, 2026 , the Company completed the acquisition of Seed Innovations, LLC , a U.S.-based software and technology research and development firm, for up to 1,171,868 shares of common stock, subject to customary post-closing adjustments.

Due to the limited time between the acquisition date for each of these acquisitions and the Company’s filing of this Annual Report on Form 10-K, the initial accounting for the business combinations is incomplete and the Company is not yet able to disclose the preliminary amounts to be recognized as of the acquisition dates for assets acquired and liabilities assumed.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures