UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1019, 2026

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39694	85-2992192
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4505 Campus Drive
College Park, Maryland		20740
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 301 298-7997

    

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	IONQ	New York Stock Exchange
Warrants, each exercisable for one share of common stock for $11.50 per share	IONQ WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.02 UnregisteredDeparture Salesof Directors or Certain Officers; Election of EquityDirectors; SecuritiesAppointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1119, 2026, ~~IonQ, Inc. (~~the ~~“Company”)~~Board ~~filed~~of ~~with~~Directors ~~the Securities and Exchange Commission~~ (the “~~SEC~~Board”) aof ~~prospectus~~IonQ, ~~supplement to the prospectus included in the Company’s Registration Statement on Form S-3ASR filed with the SEC on February 26~~Inc., ~~2025~~a ~~(File~~Delaware ~~No.~~corporation ~~333-285279)~~ (the “~~Registration Statement~~Company”), ~~covering~~on the ~~resale~~recommendation ~~by the selling stockholder~~ of an aggregate of 2,562,642 shares of Company common stock, par value $0.0001 per share. The prospectus supplement was filed in accordance with a Registration Rights Agreement, dated March 10, 2026, by and between the ~~Company~~Nominating and ~~The~~Corporate ~~Chancellor,~~Governance ~~Masters,~~Committee ~~and Scholars~~ of the ~~University~~Board, ofadded ~~Cambridge~~a ~~(the~~seat ~~“Registration Rights Agreement”). The foregoing description of the Registration Rights Agreement does not purport~~ to ~~be complete and is qualified in its entirety by reference to~~ the ~~full~~Board ~~text of such Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 hereto~~ and iselected ~~incorporated~~William ~~by reference herein~~F. ~~A copy of the legal opinion of Paul~~Scannell, ~~Weiss,~~age ~~Rifkind~~63, ~~Wharton & Garrison LLP relating~~ to the ~~shares~~resulting ~~covered~~vacancy, byeffective ~~the~~March ~~prospectus~~20, ~~supplement~~2026. The isvacancy ~~filed~~to ~~herewith~~which asMr. ~~Exhibit~~Scannell ~~5.1,~~was ~~and~~appointed is ~~filed~~for ~~with~~a ~~reference~~Class ~~to,~~II ~~and~~director iswhose ~~hereby~~term ~~incorporated~~will byexpire ~~reference~~at ~~into,~~ the ~~Registration~~Company’s ~~Statement.~~2026 ~~The~~Annual ~~issuance~~Meeting of ~~shares of common stock of the Company, par value $0~~Stockholders.~~0001~~ Mr. ~~per~~Scannell ~~share,~~serves ~~in connection with the transaction was made in reliance~~ on the ~~private~~Compensation ~~offering~~Committee ~~exemption~~ of ~~Section 4(a)(2) of~~ the ~~Securities Act of 1933, as amended, and/or the private offering provision of Rule 506 of Regulation D~~Board.

After his appointment, Mr. Scannell will be entitled to the same compensation as the other non-affiliated directors under the Company’s Non-Employee Director Compensation Policy (the “Policy”), which is attached as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 25, 2026.

There are no arrangements or understandings between Mr. Scannell and any other person pursuant to which he was selected as a director, and he does not have a direct or indirect material interest in any transaction or proposed transaction that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
4.1		Registration Rights Agreement, dated as of March 10, 2026, by and between IonQ, Inc. and The Chancellor,Masters, and Scholars of the University of Cambridge.
5.1		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			IonQ, Inc.
Date:	March 1125, 2026	By:	/s/ Paul T. Dacier
			Paul T. DacierChief Legal Officer and Corporate Secretary

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