IonQ, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. 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. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act was recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information was accumulated and communicated to our management to allow timely decisions regarding required disclosure. Accordingly, we believe that the consolidated financial statements included in this Annual Report do fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on our evaluation, we have concluded that our internal control over financial reporting was effective as of December 31, 2025. Attestation Report of the Independent Registered Public Accounting Firm The report of our independent registered public accounting firm regarding internal control over financial reporting is set forth beginning on page F-2 of this Annual Report. 65 Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Rule 10b5-1 Trading Plans 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 66 PART III Item 10. Directors, Executive Officers and Corporate Governance. 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. Item 11. Executive Compensation. The information required by this Item 11 is incorporated by reference to our 2026 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item 12 is incorporated by reference to our 2026 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item 13 is incorporated by reference to our 2026 Proxy Statement. Item 14. Principal Accountant Fees and Services. The information required by this Item 14 is incorporated by reference to our 2026 Proxy Statement. 67 PART IV Item 15. Exhibit and Consolidated Financial Statements Schedules. The consolidated financial statements schedules and exhibits filed as part of this Annual Report are as follows: (a)(1) Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 42) F- 2 Consolidated Balance Sheets F- 6 Consolidated Statements of Operations F- 7 Consolidated Statements of Comprehensive Loss F- 8 Consolidated Statements of Changes in Stockholders’ Equity F- 9 Consolidated Statements of Cash Flows F- 10 Notes to Consolidated Financial Statements F- 11 (a)(2) Consolidated Financial Statements Schedules All other consolidated financial statements schedules are omitted because they are not required or the required information is included in the consolidated financial statements or notes thereto. (a)(3) Exhibits The exhibits required to be filed as part of this Annual Report on Form 10-K are listed in the Exhibit List attached hereto and are incorporated herein by reference. Exhibit Description Form Filed Herewith Incorporated by Reference Form Exhibit Filing Date 2.1^ 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. X 8-K 2.1 January 26, 2026 2.2^ 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. X 8-K 2.1 June 9, 2025 3.1 Amended and Restated Certificate of Incorporation of IonQ, Inc. X 8-K 3.1 October 4, 2021 3.2 Amended and Restated Bylaws of IonQ, Inc. X 8-K 3.1 April 22, 2025 4.1 Specimen Common Stock Certificate . X S-4/A 4.4 August 11, 2021 4.2 Warrant Agreement, dated November 12, 2020, between Continental Stock Transfer & Trust Company and IonQ, Inc. X 8-K 4.1 November 17, 2020 4.3 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. X 8-K 4.1 July 9, 2025 4.4 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. X 8-K 4.1 October 14, 2025 4.5 Description of the Registrant’s Securities . X 10-K 4.3 March 28, 2022 10.1 Amended and Restated Registration Rights Agreement, dated September 30, 2021, between and among the investors party thereto and IonQ, Inc. X 8-K 10.1 October 4, 2021 10.2+ Executive Severance Plan and Summary Plan Description (as amended December 3, 2024) . X 8-K 10.1 December 6, 2024 10.3+ Form of Indemnification Agreement of IonQ, Inc. X 8-K 10.13 October 4, 2021 68 Exhibit Description Form Filed Herewith Incorporated by Reference Form Exhibit Filing Date 10.4+ 2015 Equity Incentive Plan . X 8-K 10.14 October 4, 2021 10.5+ Forms of Stock Option Grant Notice and Option Agreement under 2015 Equity Incentive Plan . X 8-K 10.15 October 4, 2021 10.6+ 2021 Equity Incentive Plan . X 8-K 10.16 October 4, 2021 10.7+ Forms of Option Grant Notice and Option Agreement under 2021 Equity Incentive Plan . X 10-K 10.14 March 30, 2023 10.8+ Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under 2021 Equity Incentive Plan. X 10.9+† Form of Performance-Based Award Grant Package (as amended December 3, 2024) . X 8-K 10.2 December 6, 2024 10.10+ 2021 Employee Stock Purchase Plan . X 8-K 10.19 October 4, 2021 10.11† Warrant to Purchase Shares, dated November 27, 2019, issued to Amazon.com NV Investment Holdings LLC by IonQ, Inc. X S-4/A 10.33 July 16, 2021 10.12 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. X 8-K 10.1 January 26, 2026 10.13 Registration Rights Agreement, dated as of October 2, 2025, by and between IonQ, Inc. and Fortis Advisors LLC. X 8-K 10.1 October 7, 2025 10.14 Registration Rights Agreement, dated as of November 10, 2025, by and between IonQ Inc. and the University of Chicago. X 8-K 4.1 November 10, 2025 10.15†+ Offer Letter, dated February 26, 2025, by and between IonQ, Inc. and Niccolo de Masi. X 8-K 10.1 February 26, 2025 10.16†+ Performance-Based Award Grant Notice, dated February 26, 2025, by and between IonQ, Inc. and Niccolo de Masi. X 8-K 10.2 February 26, 2025 10.17†+ Offer Letter, dated September 2, 2025, by and between IonQ, Inc. and Inder M. Singh. X 10-Q 10.1 November 5, 2025 10.18†+ Offer Letter, dated July 9, 2025, by and between IonQ, Inc. and Paul T. Dacier. X 10-Q 10.2 November 5, 2025 10.19†+ Offer Letter, dated September 3, 2025, by and between IonQ, Inc. and Dean Acosta. X 10-Q 10.3 November 5, 2025 10.20†+ Offer Letter, dated September 4, 2025, by and between IonQ, Inc. and Robert Cardillo. X 10-Q 10.4 November 5, 2025 10.21†+ Offer Letter, dated November 6, 2025, by and between IonQ, Inc. and Scott F. Millard. X 10.22†+ Advisor Agreement, dated as of November 17, 2025, by and between IonQ, Inc. and John W. Raymond. X 10.23†+ Separation Agreement, dated August 5, 2025, by and between IonQ, Inc. and Peter Chapman. X 10-Q 10.5 November 5, 2025 10.24†+ Separation Agreement, dated December 2, 2025, by and between IonQ, Inc. and Thomas Kramer. X 10.25†+ Separation Agreement, dated November 17, 2025, by and between IonQ, Inc. and Rima Alameddine. X 10.26+ Amended and Restated Non-Employee Director Compensation Policy X 19.1 IonQ, Inc. Insider Trading Policy X 69 Exhibit Description Form Filed Herewith Incorporated by Reference Form Exhibit Filing Date 21.1 List of Subsidiaries of the Company X 23.1 Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm. X 24.1 Power of Attorney (included on the signature page to this report). X 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97 Incentive Compensation Recoupment Policy X 10-K 97 February 28, 2024 101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document. X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. X 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101). X * 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. † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. ^ Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). 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. 70 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. Item 16. Form 10-K Summary None. 71 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. IonQ, Inc. February 25, 2026 BY: /s/ Niccolo M. de Masi Niccolo M. de Masi Chairman, President and Chief Executive Officer ( Principal Executive Officer ) POWER OF ATTORNEY 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. Name Title Date /s/ Niccolo M. de Masi Chairman, President and Chief Executive Officer February 25, 2026 Niccolo M. de Masi (Principal Executive Officer) /s/ Inder M. Singh Chief Financial Officer and Chief Operating Officer February 25, 2026 Inder M. Singh (Principal Financial Officer and Principal Accounting Officer) /s/ Kathryn K. Chou Lead Independent Director February 25, 2026 Kathryn K. Chou /s/ Robert T. Cardillo Director February 25, 2026 Robert T. Cardillo /s/ Jim Frankola Director February 25, 2026 Jim Frankola /s/ John W. Raymond Director February 25, 2026 John W. Raymond /s/ William J. Teuber, Jr. Director February 25, 2026 William J. Teuber, Jr. /s/ Gabrielle B. Toledano Director February 25, 2026 Gabrielle B. Toledano 72 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 42 ) F- 2 Consolidated Balance Sheets F- 6 Consolidated Statements of Operations F- 7 Consolidated Statements of Comprehensive Loss F- 8 Consolidated Statements of Changes in Stockholders’ Equity F- 9 Consolidated Statements of Cash Flows F- 10 Notes to Consolidated Financial Statements F- 11 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of IonQ, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of IonQ, Inc. (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 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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. Acquisitions of Capella Space Corp. (“Capella”) and Oxford Ionics Limited (“Oxford Ionics”) – Valuation of Developed Technology Description of the Matter 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. F- 2 How We Addressed the Matter in Our Audit 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 We have served as the Company’s auditor since 2020. Tysons, Virginia February 25, 2026 F- 3 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of IonQ, Inc. Opinion on Internal Control Over Financing Reporting We have audited IonQ, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, IonQ, Inc. (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. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. F- 4 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Tysons, Virginia February 25, 2026 F- 5 IonQ, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) December 31, December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 1,030,865 $ 54,393 Short-term investments 1,361,291 285,896 Accounts receivable, net 66,532 10,188 Prepaid expenses and other current assets 127,751 28,325 Total current assets 2,586,439 378,802 Long-term investments 944,643 23,545 Property and equipment, net 120,145 52,761 Operating lease right-of-use assets 22,724 9,470 Intangible assets, net 767,432 29,469 Goodwill 1,963,584 9,904 Other noncurrent assets 165,391 4,437 Total Assets $ 6,570,358 $ 508,388 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 26,138 $ 5,230 Accrued expenses and other current liabilities 89,721 16,811 Current portion of operating lease liabilities 8,850 3,366 Unearned revenue 42,116 10,678 Total current liabilities 166,825 36,085 Operating lease liabilities, net of current portion 21,171 14,359 Unearned revenue, net of current portion 1,921 — Warrant liabilities 2,471,577 70,688 Other noncurrent liabilities 95,172 3,394 Total liabilities $ 2,756,666 $ 124,526 Commitments and contingencies (see Note 11) Stockholders’ Equity: Common stock $ 0.0001 par value; 1,000,000,000 shares authorized; 362,592,722 and 221,919,191 shares outstanding as of December 31, 2025 and December 31, 2024, respectively $ 36 $ 22 Additional paid-in capital 5,006,250 1,067,403 Accumulated deficit ( 1,194,098 ) ( 683,720 ) Accumulated other comprehensive income (loss) ( 12,671 ) 157 Total IonQ, Inc. stockholders' equity 3,799,517 383,862 Noncontrolling interests 14,175 — Total stockholders’ equity $ 3,813,692 $ 383,862 Total Liabilities and Stockholders’ Equity $ 6,570,358 $ 508,388 The accompanying notes are an integral part of these consolidated financial statements. F- 6 IonQ, Inc. Consolidated Statements of Operations (in thousands, except share and per share data) Year Ended December 31, 2025 2024 2023 Revenue $ 130,016 $ 43,073 $ 22,042 Costs and expenses: Cost of revenue (excluding depreciation and amortization) 77,488 20,597 8,108 Research and development 305,705 136,827 92,321 Sales and marketing 53,447 28,395 18,270 General and administrative 245,087 71,055 50,722 Depreciation and amortization 82,004 18,654 10,375 Total operating costs and expenses 763,731 275,528 179,796 Loss from operations ( 633,715 ) ( 232,455 ) ( 157,754 ) Gain (loss) on change in fair value of warrant liabilities 66,710 ( 117,107 ) ( 19,206 ) Interest income, net 55,997 18,249 19,322 Offering costs associated with warrants ( 45,714 ) — — Other income (expense), net 29 ( 275 ) ( 85 ) Loss before income tax expense ( 556,693 ) ( 331,588 ) ( 157,723 ) Income tax benefit (expense) 44,572 ( 59 ) ( 48 ) Net loss $ ( 512,121 ) $ ( 331,647 ) $ ( 157,771 ) Net loss attributable to noncontrolling interests ( 1,743 ) — — Net loss attributable to IonQ, Inc. $ ( 510,378 ) $ ( 331,647 ) $ ( 157,771 ) Net loss per share attributable to IonQ, Inc. common stockholders—basic and diluted $ ( 1.82 ) $ ( 1.56 ) $ ( 0.78 ) Weighted average shares used in computing net loss per share attributable to IonQ, Inc. common stockholders—basic and diluted 280,345,046 213,029,365 202,576,492 The accompanying notes are an integral part of these consolidated financial statements. F- 7 IonQ, Inc. Consolidated Statements of Comprehensive Loss (in thousands) Year Ended December 31, 2025 2024 2023 Net loss $ ( 512,121 ) $ ( 331,647 ) $ ( 157,771 ) Other comprehensive income (loss), net of reclassification adjustments: Change in unrealized gain (loss) on available-for-sale securities, net 4,104 2,127 5,398 Net actuarial gain (loss) on pension benefit plans ( 1,226 ) — — Currency translation adjustments ( 15,099 ) ( 3 ) ( 10 ) Total other comprehensive income (loss) ( 12,221 ) 2,124 5,388 Total comprehensive loss $ ( 524,342 ) $ ( 329,523 ) $ ( 152,383 ) Comprehensive loss attributable to noncontrolling interests ( 1,136 ) — — Comprehensive loss attributable to IonQ, Inc. $ ( 523,206 ) $ ( 329,523 ) $ ( 152,383 ) The accompanying notes are an integral part of these consolidated financial statements. F- 8 IonQ, Inc. Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except share data) Stockholders’ Equity Accumulated Additional Other Total Common Stock Paid-in Accumulated Comprehensive Noncontrolling Stockholders' Shares Amount Capital Deficit Income (Loss) Interests Equity Balance, December 31, 2022 199,862,123 $ 20 $ 769,848 $ ( 194,302 ) $ ( 7,355 ) $ - $ 568,211 Net loss — — — ( 157,771 ) — — ( 157,771 ) Other comprehensive income (loss) — — — — 5,388 — 5,388 Issuance of common stock from equity incentive plans 6,244,984 — 5,877 — — — 5,877 Vesting of restricted common stock 501,364 — 1,128 — — — 1,128 Stock-based compensation — — 62,104 — — — 62,104 Warrants exercised 3,233 — 57 — — — 57 Balance, December 31, 2023 206,611,704 $ 20 $ 839,014 $ ( 352,073 ) $ ( 1,967 ) $ — $ 484,994 Net loss — — — ( 331,647 ) — — ( 331,647 ) Other comprehensive income (loss) — — — — 2,124 — 2,124 Issuance of common stock from equity incentive plans 12,207,350 2 19,454 — — — 19,456 Vesting of restricted common stock 192,580 — 392 — — — 392 Stock-based compensation — — 105,683 — — — 105,683 Warrants exercised 2,907,557 — 102,860 — — — 102,860 Balance, December 31, 2024 221,919,191 $ 22 $ 1,067,403 $ ( 683,720 ) $ 157 $ — $ 383,862 Net loss — — — ( 510,378 ) — ( 1,743 ) ( 512,121 ) Other comprehensive income (loss) — — — — ( 12,828 ) 607 ( 12,221 ) Issuance of common stock in connection with acquisitions, net 58,304,100 6 2,588,053 — — 16,918 2,604,977 Issuance of common stock, net of issuance costs 46,704,168 4 358,253 — — — 358,257 Issuance of common stock from equity incentive plans 23,489,791 3 33,702 — — — 33,705 Issuance of common stock in exchange for intangible assets and research and development arrangements 2,108,993 — 116,775 — — — 116,775 Vesting of restricted common stock 211,182 — 448 — — — 448 Stock-based compensation — — 291,940 — — — 291,940 Warrants exercised 9,855,297 1 543,835 — — — 543,836 Settlement of contingent consideration — — 4,234 — — — 4,234 Change in ownership interest — — 1,607 — — ( 1,607 ) — Balance, December 31, 2025 362,592,722 $ 36 $ 5,006,250 $ ( 1,194,098 ) $ ( 12,671 ) $ 14,175 $ 3,813,692 The accompanying notes are an integral part of these consolidated financial statements. F- 9 IonQ, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 512,121 ) $ ( 331,647 ) $ ( 157,771 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 82,004 18,654 10,375 Stock-based compensation 312,032 106,878 69,743 (Gain) loss on change in fair value of warrant liabilities ( 66,710 ) 117,107 19,206 Offering costs associated with warrants 45,714 — — Deferred income taxes ( 44,868 ) — — Amortization of premiums and accretion of discounts on available-for-sale securities ( 8,323 ) ( 8,804 ) ( 9,746 ) Other, net 18,366 5,323 1,994 Changes in operating assets and liabilities: Accounts receivable ( 37,667 ) 1,609 ( 8,175 ) Prepaid expenses and other current assets ( 72,171 ) ( 15,200 ) ( 14,413 ) Accounts payable ( 7,636 ) ( 601 ) 2,188 Accrued expenses and other current liabilities 7,382 ( 411 ) 3,319 Unearned revenue 9,285 ( 1,752 ) 2,604 Other assets and liabilities ( 8,474 ) 3,161 1,865 Net cash provided by (used in) operating activities $ ( 283,187 ) $ ( 105,683 ) $ ( 78,811 ) Cash flows from investing activities: Purchases of property and equipment ( 16,417 ) ( 17,992 ) ( 13,703 ) Purchases of available-for-sale securities ( 2,669,300 ) ( 296,329 ) ( 298,445 ) Maturities of available-for-sale securities 682,830 418,082 386,760 Purchases of privately-held securities ( 88,500 ) — — Businesses acquired, net of cash paid and acquired 523 ( 15,454 ) — Other investing, net ( 4,224 ) ( 5,577 ) ( 5,846 ) Net cash provided by (used in) investing activities $ ( 2,095,088 ) $ 82,730 $ 68,766 Cash flows from financing activities: Proceeds from common stock and warrant issuance, net of issuance costs 3,312,541 — — Proceeds from stock options exercised 26,744 8,012 1,954 Proceeds from warrants exercised 11,436 33,437 37 Other financing, net 7,881 238 ( 230 ) Net cash provided by (used in) financing activities $ 3,358,602 $ 41,687 $ 1,761 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 581 25 ( 2 ) Net change in cash, cash equivalents and restricted cash 980,908 18,759 ( 8,286 ) Cash, cash equivalents and restricted cash at the beginning of the period 56,840 38,081 46,367 Cash, cash equivalents and restricted cash at the end of the period $ 1,037,748 $ 56,840 $ 38,081 Supplemental disclosures of non-cash investing and financing transactions Property and equipment purchases in accounts payable and accrued expenses $ 1,278 $ 1,060 $ 773 Operating lease right-of-use assets subject to lease liability — 6,129 2,380 Noncash reclassification of warrant liabilities to equity upon exercise 532,399 69,423 20 Bonus settled in restricted stock units 6,969 11,443 3,923 Equity issued for acquisitions 2,588,053 — — Equity issued for intangible assets 48,084 — — Equity issued for research and development arrangement 68,691 — — The accompanying notes are an integral part of these consolidated financial statements. F- 10 IonQ, Inc. Notes to Consolidated Financial Statements 1. DESCRIPTION OF BUSINESS IonQ, Inc. (“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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”). 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 The preparation of consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the SEC require management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Significant estimates and assumptions are inherent in the analysis and measurement of items including, but not limited to: 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. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ and be affected by changes in those estimates. Foreign Currency The reporting currency of the Company is the U.S. dollar. Financial statements of subsidiaries whose functional currency is not the U.S. dollar are translated at exchange rates in effect at the balance sheet date for assets and liabilities and at average exchange rates for revenues and expenses for the respective periods. Translation adjustments are recorded in accumulated other comprehensive income (loss) in the consolidated balance sheets. The Company is exposed to foreign currency risk to the extent that it enters into transactions denominated in currencies other than its subsidiaries’ respective functional currencies. Transactions denominated in currencies other than subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the Company’s consolidated balance sheets related to these items will result in unrealized foreign currency transaction gains and losses based upon period-end exchange rates. The Company also records realized foreign currency transaction gains and losses upon settlement of the transactions. Foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency are included in other income (expense), net in the consolidated statements of operations. F- 11 Fair Value Measurements The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1—Observable inputs, which include quoted prices in active markets; • Level 2—Observable inputs other than the quoted prices in active markets that are observable either directly or indirectly, such as quoted prices in markets that are not active, or other inputs such as broker quotes, benchmark yield curves, credit spreads and market interest rates for similar securities that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; • Level 3—Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined using pricing models, discounted cash flow methodologies or similar techniques. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. For assets that are measured using quoted prices in active markets, the total fair value is the published market price per unit multiplied by the number of units held, without consideration of transaction costs. 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. The Company recognizes these items at fair value upon initial recognition when acquired through a business combination or an asset acquisition or when they are considered to be impaired. The fair value of these assets and liabilities are determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models. Due to their short-term nature, the carrying amounts reported in the Company’s consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash and checking deposits, money market funds, and U.S. government and agency securities. 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 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): December 31, December 31, 2025 2024 Cash and cash equivalents $ 1,030,865 $ 54,393 Restricted cash 6,883 2,447 Total cash, cash equivalents and restricted cash in the consolidated statements of cash flows $ 1,037,748 $ 56,840 F- 12 Accounts Receivable and Allowance for Credit Losses 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): December 31, December 31, 2025 2024 Billed accounts receivable $ 33,763 $ 6,516 Unbilled accounts receivable 32,769 3,672 Total accounts receivable $ 66,532 $ 10,188 On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance for credit losses. 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. 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 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. The Company capitalized $ 17.4 million, $ 7.2 million, and $ 3.6 million of materials and supplies to property and equipment for the years ended December 31, 2025, 2024 and 2023, respectively. Materials and supplies 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. 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): 2025 2024 Beginning balance $ 1,341 $ 65 Provisions 4,538 1,331 Recoveries ( 548 ) ( 55 ) Disposals ( 374 ) — Ending balance $ 4,957 $ 1,341 Investments Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. The Company primarily invests in debt securities and classifies its investments as available-for-sale at the time of purchase if they are available to support either current or future operations. 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 F- 13 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. Realized gains and losses on sales and maturities of investments are determined based on the specific identification method and are recognized in the consolidated statements of operations in other income (expense), net. 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. The evaluation consists of qualitative and quantitative factors regarding the severity of the unrealized loss, as well as the Company’s ability and intent to hold the investments until a forecasted recovery occurs. Declines in fair value are considered to be credit losses if they are related to deterioration in credit risk or are considered impairments if it is likely that the underlying securities will be sold prior to a full recovery of their cost basis. 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 Property and equipment, net is stated at cost less accumulated depreciation. 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, 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. Useful lives are as follows: Computer equipment and acquired computer software 3 – 5 years Machinery, equipment, furniture and fixtures 4 – 7 years Quantum computing systems 3 years Satellites 3 years Leasehold improvements Shorter of the lease term or the estimated useful life of the related asset The Company evaluates the useful life of its assets periodically and whenever events or changes in circumstances indicate that the useful life may have changed. In assessing useful lives, the Company considers, among other factors, the use of the asset, changes in technology, and the competitive environment. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and current operating lease liabilities and operating lease liabilities, net of current portion on the Company’s consolidated balance sheets. As of December 31, 2025 and 2024, the Company has no financing lease arrangements. The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease. The Company records a ROU asset and lease liability in connection with its operating leases. The Company’s lease portfolio is comprised primarily of real estate leases, which are accounted for as operating leases. The Company elected the practical expedient to not separate lease and non-lease components for all leases. F- 14 ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments, including the impact of any lease incentives, as applicable, over the lease term. An amendment to a lease is assessed to determine if it represents a lease modification or a separate contract. Lease modifications are reassessed as of the effective date of the modification using an incremental borrowing rate based on the information available at the commencement date. For modified leases the Company also reassesses the lease classification as of the effective date of the modification. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Company’s lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company considers contractual-based factors such as the nature and terms of the renewal or termination, asset-based factors such as physical location of the asset and entity-based factors such as the importance of the leased asset to the Company’s operations to determine the lease term. The Company generally uses the base non-cancelable lease term when determining the ROU assets and lease liabilities. Software Development Costs The Company incurs software development costs for internal-use software, which the Company primarily uses to provide services to its customers, as well as for external-use software that will be part of a product to be sold, leased, or marketed. Internal-Use Software The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended, until the time the software is placed in service for its intended use. Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized. Once this software is ready for its intended use, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is typically assessed to be three years . Capitalized internal-use software is recorded within intangible assets, net, in the consolidated balance sheets. During the years ended December 31, 2025, 2024 and 2023 , the Company capitalized $ 7.0 million, $ 6.8 million and $ 8.0 million in internal-use software costs, respectively. The Company amortized $ 6.6 million, $ 5.3 million and $ 2.9 million of capitalized internal-use software costs during the years ended December 31, 2025, 2024 and 2023, respectively. External-Use Software Costs incurred in researching and developing external-use software are expensed as incurred until technological feasibility is established. Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. Generally, this occurs shortly before the products are released to production. 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 Goodwill is the excess of the purchase price over the fair values assigned to the net assets acquired in a business combination. The Company tests goodwill for impairment on an annual basis, which it has determined to be the first day of the fourth quarter, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company tests goodwill qualitatively, or quantitatively by comparing the fair value of the reporting unit with the unit’s carrying amount. No impairment loss was recognized for any of the years ended December 31, 2025, 2024 and 2023 . F- 15 B usiness Combinations The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date. Goodwill as of the acquisition date represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets acquired net of liabilities assumed. The purchase consideration is determined based on the fair value of the assets transferred and liabilities assumed after considering any transactions that are separate from the business combination. Any adjustments to provisional amounts that are identified during the measurement period, not to exceed one year from the date of acquisition, are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the Company’s consolidated statements of operations. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. 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. 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, 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. 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 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. The core principle of ASC 606 is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To support this core principle, the Company applies the following five step approach: 1. Identify the contract with the customer 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. 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 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. When there are multiple performance obligations in a contract, the Company allocates the transaction price to each performance obligation based on its standalone selling price when available. The Company determines standalone selling price based on the observable price of a product or service when it sells the products or services separately in similar circumstances and to similar customers. 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. The Company estimates the standalone selling price based on F- 16 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. 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. Fixed fee arrangements may also include a variable component whereby customers pay an amount for usage over contractual minimums contained in the contracts. For performance obligations related to providing QCaaS access, fixed fees are recognized on a straight-line basis over the access period. Variable usage fees are recognized in the period they occur. The Company may enter into multiple contracts with a single counterparty at or near the same time. The Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated as a package with a single commercial objective; (ii) consideration to be paid in one contract depends on the price or performance of the other contract; and (iii) goods or services promised are a single performance obligation. Consideration payable to a customer includes cash amounts that an entity pays, or expects to pay, to the customer. 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. 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. Advance payments are recorded as a contract liability until services are delivered or obligations are met and revenue is earned. 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. Cost of Revenue 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. 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. 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. F- 17 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 The Company measures and records the expense related to stock-based awards based on the fair value of those awards as determined on the date of grant. 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 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. The assumptions used to determine the fair value of the stock options represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company records forfeitures as they occur. 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. The Monte Carlo simulation model requires the use of subjective assumptions, which determine the fair value of these awards, including price volatility, contractual term, discount rate, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the performance-based restricted stock awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. For awards with a performance-based vesting condition, including those with a market condition, the Company records stock-based compensation cost if it is probable that the performance conditions will be achieved. Stock-based compensation cost will be recognized if the performance condition is satisfied, even if the market condition is not met and the award does not vest. At each reporting period, the Company reassesses the probability of the achievement of the performance conditions and any change in expense resulting from an adjustment in the estimated shares to be released is treated as a cumulative catch-up in the period of the adjustment. The Company records stock-based compensation expense for incentive compensation liabilities based on estimated payments to employees for which the Company expects to settle the liability by granting restricted stock units. For these awards, stock-based compensation expense is accrued commencing at the service inception date, which generally precedes the grant date, through the end of the requisite service period. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits or tax deficiencies from stock option exercises are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is not more-likely-than-not that some portion or all of its deferred tax assets will be realized. 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 F- 18 consolidated financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. 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 several financial institutions. The Company’s deposits routinely exceed amounts guaranteed by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers primarily located in the U.S., including the U.S. government. The Company performs periodic evaluations of its customers’ financial condition and generally does not require its customers to provide collateral or other security to support accounts receivable and maintains an allowance for credit losses. Credit losses historically have not been material. 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 Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock during the period, plus common stock equivalents, outstanding during the period. If the Company reports a net loss, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be antidilutive. 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): Year Ended December 31, Numerator: 2025 2024 2023 Net loss $ ( 512,121 ) $ ( 331,647 ) $ ( 157,771 ) Less: Net loss attributable to noncontrolling interests ( 1,743 ) — $ — Net loss attributable to IonQ, Inc. common stockholders for basic and diluted net loss per share $ ( 510,378 ) $ ( 331,647 ) $ ( 157,771 ) Denominator: Weighted average shares used in computing net loss per share attributable to IonQ, Inc. common stockholders—basic and diluted 280,345,046 213,029,365 202,576,492 Net loss per share attributable to IonQ, Inc. common stockholders—basic and diluted $ ( 1.82 ) $ ( 1.56 ) $ ( 0.78 ) 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 F- 19 securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share: Year Ended December 31, 2025 2024 2023 Common stock options outstanding 10,423,381 19,147,636 23,518,426 Warrants to purchase common stock 29,037,457 12,573,433 13,531,815 Unvested restricted stock units 14,703,452 16,203,257 13,726,782 Unvested performance-based restricted stock units 4,005,314 1,980,589 542,905 Unvested restricted stock 3,529,833 — — Unvested early exercised stock options 101,762 307,473 654,442 Total 61,801,199 50,212,388 51,974,370 Recently Adopted Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption permitted. 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): Disaggregation of Income Statement Expenses, which requires additional expense disclosures by public business entities in the notes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. 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. F- 20 3. 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 $ 13,637 Accounts receivable 8,618 Prepaid expenses and other current assets 3,481 Property and equipment 564 Operating lease right-of-use assets 3,712 Intangible assets 95,900 Other noncurrent assets 667 Goodwill 94,223 Accounts payable ( 25 ) Accrued expenses and other current liabilities ( 1,919 ) Unearned revenue ( 10,140 ) Operating lease liabilities ( 3,712 ) Deferred tax liabilities ( 22,781 ) Other noncurrent liabilities ( 746 ) Total fair value of net assets acquired $ 181,479 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. F- 21 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): Cash $ 10,000 Fair value of common stock issued (1) 1,579,670 Total purchase consideration $ 1,589,670 (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 $ 8,722 $ — $ 8,722 Accounts receivable 758 — 758 Prepaid expenses and other current assets 16,185 669 16,854 Property and equipment 5,334 — 5,334 Operating lease right-of-use assets 4,977 — 4,977 Intangible assets 423,581 — 423,581 Goodwill 1,261,472 432 1,261,904 Accounts payable ( 23,339 ) — ( 23,339 ) Accrued expenses and other current liabilities ( 11,510 ) — ( 11,510 ) Operating lease liabilities ( 4,735 ) — ( 4,735 ) Unearned revenue ( 1,937 ) — ( 1,937 ) Deferred tax liabilities ( 89,214 ) ( 1,101 ) ( 90,315 ) Other noncurrent liabilities ( 624 ) — ( 624 ) Total fair value of net assets acquired $ 1,589,670 $ — $ 1,589,670 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 F- 22 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): Cash $ 48,349 Fair value of common stock issued (1) 376,498 Total purchase consideration $ 424,847 (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 $ 5,019 $ — $ 5,019 Accounts receivable 4,527 81 4,608 Prepaid expenses and other current assets 19,388 — 19,388 Property and equipment 52,009 — 52,009 Operating lease right-of-use assets 5,977 — 5,977 Intangible assets 101,700 — 101,700 Goodwill 259,490 ( 1,375 ) 258,115 Other noncurrent assets 3,220 — 3,220 Accounts payable ( 2,271 ) 206 ( 2,065 ) Accrued expenses and other current liabilities ( 13,044 ) ( 117 ) ( 13,161 ) Operating lease liabilities ( 6,136 ) — ( 6,136 ) Unearned revenue ( 3,090 ) ( 59 ) ( 3,149 ) Deferred tax liabilities ( 1,957 ) 1,279 ( 678 ) Total fair value of net assets acquired $ 424,832 $ 15 $ 424,847 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 F- 23 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): Cash $ 100 Fair value of common stock issued (1) 249,508 Fair value of equity awards (2) 56,604 Total purchase consideration $ 306,212 (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 $ 16,854 $ — $ 16,854 Prepaid expenses and other current assets 123 — 123 Property and equipment 6,476 — 6,476 Intangible assets 61,200 6,400 67,600 Goodwill 242,260 ( 6,493 ) 235,767 Accounts payable ( 161 ) — ( 161 ) Accrued expenses and other current liabilities ( 4,621 ) 6 ( 4,615 ) Deferred tax liabilities ( 15,300 ) ( 532 ) ( 15,832 ) Total fair value of net assets acquired $ 306,831 $ ( 619 ) $ 306,212 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) $ 113,064 Fair value of equity awards (2) 3,153 Total purchase consideration $ 116,217 F- 24 (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 $ 9,963 $ — $ 9,963 Accounts receivable 4,616 — 4,616 Prepaid expenses and other current assets 9,759 — 9,759 Property and equipment 978 — 978 Operating lease right-of-use assets 2,246 — 2,246 Intangible assets 42,751 — 42,751 Goodwill 84,608 ( 2,700 ) 81,908 Other noncurrent assets 972 — 972 Accounts payable ( 2,223 ) — ( 2,223 ) Accrued expenses and other current liabilities ( 3,810 ) — ( 3,810 ) Operating lease liabilities ( 2,245 ) — ( 2,245 ) Unearned revenue ( 7,150 ) — ( 7,150 ) Other noncurrent liabilities ( 4,630 ) — ( 4,630 ) Noncontrolling interest ( 16,918 ) — ( 16,918 ) Total fair value of net assets acquired $ 118,917 $ ( 2,700 ) $ 116,217 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. F- 25 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 $ 1,950 $ — $ 1,950 Accounts receivable 559 ( 120 ) 439 Prepaid expenses and other current assets 41 — 41 Intangible assets 13,400 ( 4,500 ) 8,900 Goodwill 30,092 3,537 33,629 Accounts payable ( 769 ) — ( 769 ) Accrued expenses and other current liabilities ( 117 ) ( 203 ) ( 320 ) Unearned revenue ( 997 ) — ( 997 ) Deferred tax liabilities ( 3,550 ) 1,286 ( 2,264 ) Total fair value of net assets acquired $ 40,609 $ — $ 40,609 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): Year Ended December 31, 2025 2024 Revenue $ 189,267 $ 144,745 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 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. F- 26 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 $ 400 $ ( 24 ) $ 376 Prepaid expenses and other current assets 531 340 871 Intangible assets 11,900 ( 1,050 ) 10,850 Goodwill 9,220 772 9,992 Other noncurrent assets 3 — 3 Unearned revenue — ( 25 ) ( 25 ) Total fair value of net assets acquired $ 22,054 $ 13 $ 22,067 The goodwill of $ 10.0 million is primarily attributable to Qubitekk’s specialized assembled workforce and expected future synergies from combining operations. 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. 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. 4. CASH, CASH EQUIVALENTS, RESTRICTED CASH AND INVESTMENTS The following table summarizes the Company’s unrealized gains and losses and estimated fair value of cash, cash equivalents, restricted cash and investments in available-for-sale securities recorded in the consolidated balance sheets (in thousands): As of December 31, 2025 As of December 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and money market funds $ 538,195 $ — $ — $ 538,195 $ 33,204 $ — $ — $ 33,204 Corporate notes and bonds 1,999 — — 1,999 45,823 22 ( 53 ) 45,792 U.S. government and agency 2,801,589 2,334 ( 435 ) 2,803,488 287,084 319 ( 118 ) 287,285 Total cash, cash equivalents, restricted cash and investments $ 3,341,783 $ 2,334 $ ( 435 ) $ 3,343,682 $ 366,111 $ 341 $ ( 171 ) $ 366,281 Unrealized losses related to investments were primarily a result of interest rate fluctuations. The following tables present information about the Company’s investments in available-for-sale securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position (in thousands): As of December 31, 2025 Less than 12 Months 12 Months or Longer Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Loses U.S. government and agency $ 914,652 $ ( 435 ) $ — $ — $ 914,652 $ ( 435 ) Total $ 914,652 $ ( 435 ) $ — $ — $ 914,652 $ ( 435 ) F- 27 As of December 31, 2024 Less than 12 Months 12 Months or Longer Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Loses Corporate notes and bonds $ — $ — $ 24,396 $ ( 53 ) $ 24,396 $ ( 53 ) U.S. government and agency 67,600 ( 111 ) 3,987 ( 7 ) 71,587 ( 118 ) Total $ 67,600 $ ( 111 ) $ 28,383 $ ( 60 ) $ 95,983 $ ( 171 ) The Company did no t have any allowance for credit losses as of either December 31, 2025 or 2024. The Company neither intends to nor believes that it is more likely than not that it will be required to sell the investments in an unrealized loss position before the recovery of the associated amortized cost basis. The estimated fair value of the Company’s cash, cash equivalents, restricted cash, and investments in available-for-sale securities as of December 31, 2025, aggregated by investment category and classified by contractual maturity date, is as follows (in thousands): 1 Year or Less Greater than 1 Year Total Cash and money market funds $ 531,949 $ 6,246 $ 538,195 Corporate notes and bonds 1,999 — 1,999 U.S. government and agency 1,858,845 944,643 2,803,488 Total $ 2,392,793 $ 950,889 $ 3,343,682 F- 28 5. FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value Measured as of December 31, 2025 Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents and restricted cash: Cash and money market funds (1) $ 538,195 $ — $ — $ 538,195 U.S. government and agency — 499,553 — 499,553 Total cash, cash equivalents and restricted cash $ 538,195 $ 499,553 $ — $ 1,037,748 Short-term investments: Corporate notes and bonds — 1,999 — 1,999 U.S. government and agency — 1,359,292 — 1,359,292 Total short-term investments $ — $ 1,361,291 $ — $ 1,361,291 Long-term investments: U.S. government and agency — 944,643 — 944,643 Total long-term investments $ — $ 944,643 $ — $ 944,643 Total assets $ 538,195 $ 2,805,487 $ — $ 3,343,682 Liabilities Warrant liabilities $ 44,168 $ — $ 2,427,409 $ 2,471,577 Fair Value Measured as of December 31, 2024 Level 1 Level 2 Level 3 Total Assets Cash, cash equivalents and restricted cash: Cash and money market funds (1) $ 33,204 $ — $ — $ 33,204 U.S. government and agency — 23,636 — 23,636 Total cash, cash equivalents and restricted cash $ 33,204 $ 23,636 $ — $ 56,840 Short-term investments: Corporate notes and bonds — 43,868 — 43,868 U.S. government and agency — 242,028 — 242,028 Total short-term investments $ — $ 285,896 $ — $ 285,896 Long-term investments: Corporate notes and bonds — 1,924 — 1,924 U.S. government and agency — 21,621 — 21,621 Total long-term investments $ — $ 23,545 $ — $ 23,545 Total assets $ 33,204 $ 333,077 $ — $ 366,281 Liabilities Warrant liabilities $ 70,688 $ — $ — $ 70,688 (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. 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 F- 29 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 July 9, 2025 Risk-free interest rate 3.87 % 3.75 % 4.07 % Expected term (in years) 6.67 7.00 7.00 Expected volatility 95.00 % 100.00 % 95.00 % 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. 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net is composed of the following (in thousands): December 31, December 31, 2025 2024 Quantum computing systems $ 40,684 $ 38,374 Satellites 61,698 — Leasehold improvements 25,719 17,921 Machinery, equipment, furniture and fixtures 34,819 16,683 Computer equipment and acquired computer software 11,577 7,395 Gross property and equipment 174,497 80,373 Less: accumulated depreciation ( 54,352 ) ( 27,612 ) Total property and equipment, net $ 120,145 $ 52,761 Depreciation expense for the years ended December 31, 2025, 2024 and 2023, was $ 29.2 million, $ 13.0 million and $ 7.2 million, respectively. F- 30 7. INTANGIBLE ASSETS, NET Intangible assets, net is composed of the following (in thousands, except as otherwise noted): December 31, 2025 Weighted Average Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Amount Developed technology 6.5 $ 657,690 $ ( 36,534 ) $ 621,156 Naming rights 10.0 48,084 — 48,084 Customer relationships 5.3 43,087 ( 5,460 ) 37,627 Internal-use software 2.0 28,340 ( 17,339 ) 11,001 Trademark 8.3 19,577 ( 1,450 ) 18,127 In-process research and development Indefinite 18,800 — 18,800 Non-compete agreements 1.3 8,839 ( 2,958 ) 5,881 Patents 14.5 7,345 ( 734 ) 6,611 Website and other 7.0 377 ( 232 ) 145 Total $ 832,139 $ ( 64,707 ) $ 767,432 December 31, 2024 Weighted Average Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Amount Internal-use software 2.1 $ 21,301 $ ( 10,701 ) $ 10,600 Customer relationships 5.0 7,700 — 7,700 Patents 15.1 7,112 ( 487 ) 6,625 Developed technology 5.0 4,293 ( 293 ) 4,000 Trademark Indefinite 377 — 377 Website and other 7.9 227 ( 60 ) 167 Total $ 41,010 $ ( 11,541 ) $ 29,469 Total amortization expense for intangible assets for the years ended December 31, 2025, 2024 and 2023, was $ 52.8 million, $ 5.6 million and $ 3.2 million, respectively. As of December 31, 2025, the projected annual amortization expense for the Company’s intangible assets is as follows (in thousands): Amount Year ending December 31, 2026 $ 121,973 2027 111,786 2028 107,393 2029 105,842 2030 93,900 Thereafter 207,560 Total amortization expense $ 748,454 8. GOODWILL Changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024, were as follows: 2025 2024 Beginning balance $ 9,904 $ 742 Acquisitions 1,966,319 9,220 Foreign currency translation ( 12,639 ) ( 58 ) Ending balance $ 1,963,584 $ 9,904 F- 31 9. OTHER BALANCE SHEET ACCOUNTS Prepaid expenses and other current assets are composed of the following (in thousands): December 31, December 31, 2025 2024 Materials and supplies $ 47,387 $ 17,626 Advance payments to suppliers 14,251 1,032 Inventories, net 10,310 — Prepaid expenses 12,192 4,890 Accrued interest receivable 18,494 2,221 Other current assets 25,117 2,556 Total prepaid expenses and other current assets $ 127,751 $ 28,325 Accrued expenses and other current liabilities are composed of the following (in thousands): December 31, December 31, 2025 2024 Accrued salaries and other payroll liabilities $ 44,209 $ 10,368 Accrued professional services and transactions costs 18,583 936 Accrued equipment and facilities liabilities 11,785 534 Acquisition holdback liabilities 5,600 3,300 Accrued expenses—other 9,544 1,673 Total accrued expenses and other current liabilities $ 89,721 $ 16,811 10. INVENTORIES, NET Inventories, net is composed of the following (in thousands): December 31, 2025 Raw materials $ 8,843 Work-in-process 402 Finished goods 1,065 Total inventories, net $ 10,310 11. COMMITMENTS AND CONTINGENCIES 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. Warranties 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. F- 32 The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe third- party intellectual property rights. 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. Indemnities 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 . 12. STOCKHOLDERS’ EQUITY Our second amended and restated certificate of incorporation authorizes us to issue up to 1,000,000,000 shares of common stock, $ 0.0001 par value per share, and 20,000,000 shares of preferred stock, $ 0.0001 par value per share. Preferred Stock Under our second amended and restated certificate of incorporation, our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of 20,000,000 shares of preferred stock in one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. Any issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders would receive dividend payments and payments on liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deterring or preventing a change of control or other corporate action. No shares of preferred stock have been issued as of December 31, 2025. Common Stock The terms, rights, preference, and privileges of the common stock are as follows: Voting Rights Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, each holder of common stock possess all voting power for the election of our directors and all other matters requiring stockholder action. Holders of common stock are entitled to one vote per share on matters to be voted on by stockholders. The Company’s second amended and restated certificate of incorporation and bylaws do not provide for cumulative voting rights. Dividends Subject to preferences that may be applicable to any then outstanding preferred stock, the holders of common stock may be entitled to receive dividends out of legally available funds if the board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that the board of directors may determine. We do not anticipate paying any cash dividends in the foreseeable future. Liquidation In the event of our voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of common stock will be entitled to receive an equal amount per share of all of our assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock, if any, have been satisfied. F- 33 Rights and Preference Holders of the Company’s common stock have no preemptive or other subscription rights, and there are no sinking fund or redemption provisions applicable to the common stock. 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 The Company’s common stock reserved for future issuances are as follows: As of December 31, 2025 2024 Stock options outstanding 3,664,392 16,687,129 Warrants to acquire common stock 80,922,838 2,863,848 Restricted stock units outstanding 14,456,951 14,509,717 Performance-based restricted stock units grants 12,848,977 11,916,771 Shares available for grant under the 2021 Equity Incentive Plan 26,896,222 22,532,379 Shares available for issuance under the Employee Stock Purchase Plan 5,354,000 5,354,000 Total common stock reserved 144,143,380 73,863,844 13. WARRANTS 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 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; • at a price of $ 0.01 per warrant ; • upon a minimum of 30 days’ prior written notice of redemption ; and • 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. F- 34 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; • at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value (as defined within the warrant agreement) of the common stock except as otherwise described within the warrant agreement; and upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of common stock equals or exceeds $ 10.00 per public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends notice of redemption to the warrant holders. 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. 14. 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. F- 35 15. REVENUE Disaggregated Revenue The Company ’s revenue disaggregated by revenue source is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Quantum hardware $ 69,946 $ 21,594 $ 7,083 Platform, consulting and support services 60,070 21,479 14,959 Total revenue $ 130,016 $ 43,073 $ 22,042 The Company’s revenue disaggregated by customer location is as follows (in thousands): Year Ended December 31, 2025 2024 2023 United States $ 86,957 $ 40,714 $ 18,703 Switzerland 16,630 1,547 646 Other international 26,429 812 2,693 Total revenue $ 130,016 $ 43,073 $ 22,042 Remaining Performance Obligations As of December 31, 2025 , approximately $ 370.0 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied), including both funded (firm orders for which funding has been both authorized and appropriated by the customer) and unfunded (firm orders for which funding has not been appropriated) orders. Unexercised contract options are not included in remaining performance obligations until the time the option is exercised. The Company expects approximately 40 % of the remaining performance obligations to be recognized as revenue within the next twelve months . Unearned Revenue 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. 16. STOCK- BASED COMPENSATION Equity Incentive Plans 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. 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 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 F- 36 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 The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. 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 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. 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. Risk-Free Interest Rate —The Company estimates its risk-free interest rate by using the yield on actively traded non-inflation-indexed U.S. treasury securities with contract maturities equal to the expected term. Dividend Yield —The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero . Fair Value of Underlying Common Stock —The Company utilizes the closing stock price on the date of grant as the fair value of the common stock underlying such stock options in the Black-Scholes option-pricing model. The assumptions used to estimate the fair value of stock options granted are as follows: Year Ended December 31, 2025 2024 2023 Expected volatility 86.79 % 79.33 % 80.63 % Expected term (in years) 5.89 6.00 5.50 Risk-free interest rate 4.07 % 4.31 % 4.09 % Dividend yield — % — % — % The stock option activity is summarized in the following table: Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2024 16,687,129 $ 2.40 Replacement awards (1) 1,747,622 4.36 Exercised ( 14,325,191 ) 1.93 Cancelled/Forfeited ( 445,168 ) 2.65 Outstanding as of December 31, 2025 3,664,392 $ 5.15 5.66 $ 145.54 Exercisable as of December 31, 2025 2,379,083 $ 7.06 3.98 $ 89.96 Exercisable and expected to vest as of December 31, 2025 3,664,392 $ 5.15 5.66 $ 145.54 F- 37 (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): Year Ended December 31, 2025 2024 2023 Total intrinsic value of options exercised $ 547.2 $ 58.8 $ 18.6 Aggregate grant-date fair value of options vested $ 31.8 $ 12.5 $ 15.5 Weighted-average grant date fair value per share for options granted or replaced $ 36.51 $ 7.98 $ 9.38 Restricted Stock Units The RSU activity is summarized in the following table: Number of RSUs Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Fair Value (in millions) Outstanding as of December 31, 2024 14,509,717 $ 9.54 Granted 9,366,445 45.41 Vested ( 8,046,428 ) 13.67 Forfeited ( 1,372,783 ) 13.77 Outstanding as of December 31, 2025 14,456,951 $ 30.07 2.50 $ 648.68 Expected to vest after December 31, 2025 14,456,951 $ 30.07 2.50 $ 648.68 The following table summarizes additional information on RSU grants and vesting (in millions, except per share amounts): Year Ended December 31, 2025 2024 2023 Total fair value of RSUs that vested $ 317.3 $ 102.0 $ 63.4 Weighted-average grant date fair value per share for RSUs granted $ 45.41 $ 10.36 $ 9.97 During the years ended December 31, 2025, 2024 and 2023, the Company released 206,316 , 1,064,518 and 566,389 RSUs, respectively, related to the settlement of an accrued bonus liability. Performance-Based Restricted Stock Units 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 F- 38 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 2025 and 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 relative to the contractual term of the PSUs. 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. Risk-Free Interest Rate —The Company estimates its risk-free interest rate by using the yield on actively traded non-inflation-indexed U.S. treasury securities with contract maturities equal to the expected term. Dividend Yield —The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero . Fair Value of Underlying Common Stock —The Company utilizes the closing stock price on the date of grant as the fair value of the common stock underlying such PSUs in the Monte Carlo simulation model. The assumptions used to estimate the fair value of PSUs subject to the stock price hurdle are as follows: Year Ended December 31, 2025 2024 2023 Expected volatility 104.32 % 89.98 % 80.00 % Contractual term (in years) 1.72 2.46 3.37 Risk-free interest rate 3.79 % 4.63 % 4.59 % Dividend yield — % — % — % The PSU activity is summarized in the following table, based on awards at target: Number of PSUs Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Fair Value (in millions) Outstanding as of December 31, 2024 3,972,257 $ 16.17 Granted 3,023,959 39.18 Vested ( 1,164,162 ) 16.51 Forfeited ( 657,183 ) 15.45 Outstanding as of December 31, 2025 5,174,871 $ 29.64 1.68 $ 232.20 Expected to vest after December 31, 2025 (1) 11,599,360 $ 27.73 1.63 $ 520.46 F- 39 (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 and vesting (in millions, except per share amounts): Year Ended December 31, 2025 2024 2023 Total fair value of PSUs that vested $ 54.5 $ — $ — Weighted-average grant date fair value per share for PSUs granted $ 39.18 $ 18.41 $ 15.74 Restricted Stock The restricted stock activity is summarized in the following table: Number of Restricted Stock Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Fair Value (in millions) Outstanding as of December 31, 2024 — $ — Replacement awards (1) 6,176,959 40.34 Granted 4,039,422 69.60 Vested ( 2,181,440 ) 43.10 Outstanding as of December 31, 2025 8,034,941 $ 54.30 4.48 360.50 Expected to vest after December 31, 2025 7,970,993 $ 54.41 4.48 357.70 (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): Year Ended December 31, 2025 2024 2023 Total fair value of restricted stock that vested $ 89.9 $ — $ — Weighted-average grant date fair value per share for restricted stock granted or replaced $ 51.91 $ — $ — Stock-Based Compensation Expense 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): Year Ended December 31, 2025 2024 2023 Cost of revenue $ 21,806 $ 4,740 $ 2,819 Research and development 169,828 58,696 40,103 Sales and marketing 23,899 13,788 6,762 General and administrative 96,499 29,654 20,059 Stock-based compensation, net of amounts capitalized $ 312,032 $ 106,878 $ 69,743 Capitalized stock-based compensation—Property and equipment, net and Intangibles assets, net 5,248 5,188 4,702 Total stock-based compensation $ 317,280 $ 112,066 $ 74,445 F- 40 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, 2025, related to its non-vested stock option awards, RSUs, PSUs, and restricted stock is presented below (in millions, except time period amounts): Unrecognized Expense Weighted- Average Amortization Period (Years) Restricted stock units $ 405.4 3.0 Performance-based restricted stock units $ 231.9 2.0 Restricted stock $ 401.9 4.5 Stock options $ 41.8 2.8 Employee Stock Purchase Plan 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 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. 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. Purchases under the ESPP are affected on the last business day of each offering period at a 15 % discount to the lower of closing price on that day or the closing price on the first day of the offering period. 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. 17. INCOME TAXES Net loss before income taxes consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 Domestic $ ( 510,359 ) $ ( 331,843 ) $ ( 157,761 ) Foreign ( 46,334 ) 255 38 Total net loss before income taxes $ ( 556,693 ) $ ( 331,588 ) $ ( 157,723 ) 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, 2025 2024 2023 Current: Federal $ — $ — $ — State — — — Foreign 296 59 48 Total current tax expense (benefit) $ 296 $ 59 $ 48 Deferred: Federal ( 33,609 ) — — State ( 4,998 ) — — Foreign ( 6,261 ) — — Total deferred tax expense (benefit) $ ( 44,868 ) $ — $ — Total tax expense (benefit) $ ( 44,572 ) $ 59 $ 48 F- 41 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 U.S. federal statutory income tax rate $ ( 116,803 ) 21.0 % State and local income taxes, net of federal income tax effect (1) ( 4,998 ) 0.9 % Foreign tax effects 2,992 ( 0.5 )% Tax credits Research and development tax credits ( 18,978 ) 3.4 % Changes in valuation allowances 98,072 ( 17.5 )% Nontaxable or nondeductible items Share-based payment awards ( 40,383 ) 7.3 % Executive compensation 32,227 ( 5.8 )% Transactions costs 16,390 ( 3.0 )% Warrant (gain) loss ( 14,009 ) 2.5 % Other 918 ( 0.2 )% Effective income tax rate $ ( 44,572 ) 8.1 % (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, 2024 2023 U.S. federal statutory income tax rate 21.0 % 21.0 % State and local income taxes 3.2 % 4.5 % R&D tax credits 5.3 % 3.1 % Compensation 0.7 % 2.6 % Warrant (gain) loss ( 7.4 )% ( 2.5 )% Change in tax rates 0.0 % ( 0.4 )% Provision to return and deferred tax adjustments 0.1 % ( 0.2 )% Valuation allowance ( 22.9 )% ( 28.0 )% Other 0.0 % ( 0.1 )% Effective tax rate 0.0 % 0.0 % F- 42 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, December 31, 2025 2024 Deferred tax assets: Accrued bonus $ 7,784 $ 2,036 Unearned revenue 167 158 Stock-based compensation 26,654 9,793 Depreciation and amortization 5,001 3,109 Capitalized R&D costs 142,083 62,939 Lease liabilities 7,163 4,483 R&D credit carryforwards 62,606 29,800 Net operating loss carryforwards 191,698 56,204 Other 4,988 677 Gross deferred tax assets $ 448,144 $ 169,199 Valuation allowance ( 352,013 ) ( 166,287 ) Total deferred tax assets $ 96,131 $ 2,912 Deferred tax liabilities: Right of use assets ( 5,243 ) ( 2,386 ) Intangible assets ( 174,484 ) — Other ( 1,548 ) ( 526 ) Total deferred tax liabilities $ ( 181,275 ) $ ( 2,912 ) Net deferred tax assets (liabilities) $ ( 85,144 ) $ — The following table summarizes the activity in the Company’s valuation allowance against its gross deferred tax assets (in thousands): 2025 2024 2023 Beginning balance $ 166,287 $ 90,963 $ 48,212 Increases to income tax expense 160,062 75,780 44,123 Charged (credited) to other balance sheet accounts 64,270 ( 456 ) ( 1,372 ) Decreases to income tax expense ( 38,606 ) — — Ending balance $ 352,013 $ 166,287 $ 90,963 The Company had U.S. 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. federal and state tax credit carryforwards of $ 64.2 million. The tax credit carryforwards will expire between 2026 and 2045 . The deductibility of such credits and net operating losses (“NOL”) may be limited. Under Sections 383 and 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which generally occurs if the percentage of the corporation’s stock owned by 5 % stockholders increases by more than 50 % over a three-year period, the corporation’s ability to use its pre-change credits and NOL carryforwards and other pre-change tax attributes to offset its post-change income, may be limited. The Company has not determined if it has experienced Section 383/382 ownership changes in the past and if a portion of its NOL and tax credit carryforwards are subject to an annual limitation. In addition, the Company may experience ownership changes in the future as a result of subsequent shifts in its stock ownership, some of which may be outside of its control. If the Company determines that an ownership change has occurred and its ability to use its historical NOL and tax credit carryforwards is significantly limited, it would harm the Company’s future operating results by effectively increasing its future tax obligations. F- 43 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, 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. 18. LEASES 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 components of lease cost were as follows (in thousands): Year Ended December 31, 2025 2024 2023 Operating lease cost (1) Fixed lease cost $ 5,512 $ 2,522 $ 1,458 Short-term cost 2,023 221 145 Total operating lease cost $ 7,535 $ 2,743 $ 1,603 (1) The lease costs are reflected in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cost of revenue $ 2,159 $ 254 $ 145 Research and development 3,849 1,670 722 Sales and marketing 531 175 84 General and administrative 996 644 652 Total operating lease cost $ 7,535 $ 2,743 $ 1,603 Supplemental cash flow and other information related to operating leases was as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cash payments (receipts) included in the measurement of operating lease liabilities, net $ 6,031 $ ( 2,251 ) $ ( 1,790 ) F- 44 As of December 31, 2025, maturities of operating lease liabilities are as follows (in thousands): Amount Year Ending December 31, 2026 $ 9,572 2027 8,796 2028 7,121 2029 5,120 2030 2,309 Thereafter 2,598 Total lease payments $ 35,516 Less: imputed interest ( 5,495 ) Present value of operating lease liabilities $ 30,021 19. RELATED PARTY TRANSACTIONS Transactions with University of Maryland 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. 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 In July 2016, the Company entered into an exclusive license agreement (the “License Agreement”) and an exclusive option agreement (the “Option Agreement”) with Duke whereby the Company, in the normal course of business, has licensed certain intellectual property and, in the case of the amendments to the Option Agreement, has purchased research and development services. Following the departure of the Company's Chief Technology Officer, Duke is no longer considered a related party as of July 1, 2024. 20. GEOGRAPHIC INFORMATION The following table summarizes long-lived asset balances, which includes property and equipment, net and operating lease right-of-use assets, for geographic areas that individually accounted for 10 % or more of the respective totals, as well as aggregate amounts for the remaining geographic areas (in thousands): December 31, December 31, 2025 2024 United States $ 124,571 $ 52,723 Europe 17,758 9,357 Other international 540 151 Total long-lived assets $ 142,869 $ 62,231 21. SEGMENT INFORMATION 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. The chief operating decision maker evaluates actual results compared to forecasted results for consolidated net loss, including significant expenses, when making decisions about allocating resources. The following table presents revenue, significant expenses, and segment profit and loss (in thousands): F- 45 Year Ended December 31, 2025 2024 2023 Revenue $ 130,016 $ 43,073 $ 22,042 Less: Operating costs and expenses excluding stock-based compensation: Cost of revenue (excluding depreciation and amortization) 55,682 15,857 5,289 Research and development 135,877 78,131 52,218 Sales and marketing 29,548 14,607 11,508 General and administrative 148,588 41,401 30,663 Stock-based compensation 312,032 106,878 69,743 Depreciation and amortization 82,004 18,654 10,375 Other segment items: (Gain) loss on change in fair value of warrant liabilities ( 66,710 ) 117,107 19,206 Interest income, net ( 55,997 ) ( 18,249 ) ( 19,322 ) Offering costs associated with warrants 45,714 — — Other (income) expense, net ( 29 ) 275 85 Income tax (benefit) expense ( 44,572 ) 59 48 Net loss $ ( 512,121 ) $ ( 331,647 ) $ ( 157,771 ) 22. SUBSEQUENT EVENTS 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. F- 46