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IonQ, Inc.

For the period ended Apr 28, 2025. Filed Apr 28, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 28, 2025 · Filed Apr 28, 2025

IONQ$32.62+23.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant☒

Filed by a party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
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☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 17, 2025 at 1:00 PM Eastern Time

April 28, 2025

Dear Fellow Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of IonQ, Inc. (the “Annual Meeting”), to be held on Tuesday, June 17, 2025 at 1:00 PM, Eastern time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.proxydocs.com/IONQ, where you will be able to listen to the meeting live, submit questions and vote online.

The attached formal meeting notice and proxy statement contain details of the business to be conducted at the Annual Meeting.

Your vote is important. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.

On behalf of our board of directors, we would like to express our appreciation for your continued support of and interest in IonQ.

Sincerely,

Stacey Giamalis

Stacey Giamalis

Chief Legal Officer and Corporate Secretary

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and Date1:00 PM, Eastern time, on Tuesday, June 17, 2025
PlaceThe Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.proxydocs.com/IONQ, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.
Items of Business•To elect two Class I directors to hold office until our 2028 annual meeting of stockholders and until their respective successors are elected and qualified.•To approve, on an advisory basis, the compensation of the named executive officers identified in the 2024 Summary Compensation Table in the “Executive Compensation” section of the proxy statement (the “Say-on-Pay Vote”).•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.•To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
Record DateApril 23, 2025Only stockholders of record as of April 23, 2025 are entitled to notice of and to vote at the Annual Meeting.
Availability of Proxy MaterialsThe Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of Annual Meeting, form of proxy and our annual report, is first being sent or given on or about April 28, 2025 to all stockholders entitled to vote at the Annual Meeting.The proxy materials and our annual report can be accessed as of April 28, 2025 by visiting www.proxydocs.com/IONQ.
VotingYour vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible.
By order of the board of directors, Stacey Giamalis Stacey Giamalis Chief Legal Officer and Corporate Secretary College Park, MD April 28, 2025

TABL

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