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IonQ, Inc.

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

IONQ$34.99-1.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

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 SheetsF-6
Consolidated Statements of OperationsF-7
Consolidated Statements of Comprehensive LossF-8
Consolidated Statements of Changes in Stockholders’ EquityF-9
Consolidated Statements of Cash FlowsF-10
Notes to Consolidated Financial StatementsF-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.X8-K2.1January 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.X8-K2.1June 9, 2025
3.1Amended and Restated Certificate of Incorporation of IonQ, Inc.X8-K3.1October 4, 2021
3.2Amended and Restated Bylaws of IonQ, Inc.X8-K3.1April 22, 2025
4.1Specimen Common Stock Certificate.XS-4/A4.4August 11, 2021
4.2Warrant Agreement, dated November 12, 2020, between Continental Stock Transfer & Trust Company and IonQ, Inc.X8-K4.1November 17, 2020
4.3Series 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.X8-K4.1July 9, 2025
4.4Series 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.X8-K4.1October 14, 2025
4.5Description of the Registrant’s Securities.X10-K4.3March 28, 2022
10.1Amended and Restated Registration Rights Agreement, dated September 30, 2021, between and among the investors party thereto and IonQ, Inc.X8-K10.1October 4, 2021
10.2+Executive Severance Plan and Summary Plan Description (as amended December 3, 2024).X8-K10.1December 6, 2024
10.3+Form of Indemnification Agreement of IonQ, Inc.X8-K10.13October 4, 2021
ExhibitDescription FormFiled HerewithIncorporated by ReferenceFormExhibitFiling Date
10.4+2015 Equity Incentive Plan.X8-K10.14October 4, 2021
10.5+Forms of Stock Option Grant Notice and Option Agreement under 2015 Equity Incentive Plan.X8-K10.15October 4, 2021
10.6+2021 Equity Incentive Plan.X8-K10.16October 4, 2021
10.7+Forms of Option Grant Notice and Option Agreement under 2021 Equity Incentive Plan.X10-K10.14March 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).X8-K10.2December 6, 2024
10.10+2021 Employee Stock Purchase Plan.X8-K10.19October 4, 2021
10.11†Warrant to Purchase Shares, dated November 27, 2019, issued to Amazon.com NV Investment Holdings LLC by IonQ, Inc.XS-4/A10.33July 16, 2021
10.12Voting 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.X8-K10.1January 26, 2026
10.13Registration Rights Agreement, dated as of October 2, 2025, by and between IonQ, Inc. and Fortis Advisors LLC.X8-K10.1October 7, 2025
10.14Registration Rights Agreement, dated as of November 10, 2025, by and between IonQ Inc. and the University of Chicago.X8-K4.1November 10, 2025
10.15†+Offer Letter, dated February 26, 2025, by and between IonQ, Inc. and Niccolo de Masi.X8-K10.1February 26, 2025
10.16†+Performance-Based Award Grant Notice, dated February 26, 2025, by and between IonQ, Inc. and Niccolo de Masi.X8-K10.2February 26, 2025
10.17†+Offer Letter, dated September 2, 2025, by and between IonQ, Inc. and Inder M. Singh.X10-Q10.1November 5, 2025
10.18†+Offer Letter, dated July 9, 2025, by and between IonQ, Inc. and Paul T. Dacier.X10-Q10.2November 5, 2025
10.19†+Offer Letter, dated September 3, 2025, by and between IonQ, Inc. and Dean Acosta.X10-Q10.3November 5, 2025
10.20†+Offer Letter, dated September 4, 2025, by and between IonQ, Inc. and Robert Cardillo.X10-Q10.4November 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.X10-Q10.5November 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 PolicyX
19.1IonQ, Inc. Insider Trading PolicyX
ExhibitDescription FormFiled HerewithIncorporated by ReferenceFormExhibitFiling 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
97Incentive Compensation Recoupment PolicyX10-K97February 28, 2024
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.X
104Cover 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.

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.

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