IonQ Q3 2026 operating loss widens to $433M
IonQ had 408,947,279 common shares outstanding as of September 30, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
IonQ, Inc. (IONQ) reported third-quarter 2026 revenue of $173.8 million, compared with $39.9 million in the same quarter of 2025. Operating loss was $433.1 million, versus $168.8 million, while net income attributable to IonQ was $564.0 million, compared with a $1,055.0 million loss a year earlier.
The quarterly result included an $896.2 million gain from changes in the fair value of warrant liabilities, compared with an $881.8 million loss in 2025. For the first nine months, operating cash used was $570.3 million, versus $208.7 million. SkyWater contributed $83.5 million of revenue from its July 31 acquisition through September 30, 2026.
IonQ completed the SkyWater acquisition on July 31, 2026, for approximately $1,944.4 million in total consideration; it acquired Nexus for approximately $76.0 million on June 30 and Skyloom for approximately $191.9 million on January 26. At September 30, cash and cash equivalents were $209.5 million, short-term investments were $788.5 million, and long-term debt, net of current portion, was $56.8 million. SkyWater’s purchase price allocation remained preliminary.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue reached $173.8 million, versus $39.9 million a year earlier.
Negative
- Moderate pointThird-quarter operating loss increased to $433.1 million from $168.8 million.
- Moderate pointNine-month operating cash used was $570.3 million, versus $208.7 million.
Filing Explained
At
Key Figures
Key Terms
warrant liabilities financial
contract assets financial
measurement period financial
variable consideration financial
quantum-computing-as-a-service technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did IONQ report in Q3 2026?
What was IONQ's net income in Q3 2026?
How much was IONQ's SkyWater acquisition?
How many shares did IONQ issue for the SkyWater acquisition?
AI-generated analysis. How Rhea-AI works. Not financial advice.
t
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from_______to_______
Commission File No.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging growth company |
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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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
As of October 28, 2026, there were
IONQ, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION |
1 |
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Item 1. |
Financial Statements |
1 |
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Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 |
1 |
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Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 |
2 |
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Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2026 and 2025 |
3 |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2026 and 2025 |
4 |
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Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 |
6 |
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Notes to Condensed Consolidated Financial Statements |
7 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
45 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
60 |
Item 4. |
Controls and Procedures |
60 |
PART II—OTHER INFORMATION |
63 |
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Item 1. |
Legal Proceedings |
63 |
Item 1A. |
Risk Factors |
63 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
63 |
Item 3. |
Defaults Upon Senior Securities |
63 |
Item 4. |
Mine Safety Disclosures |
63 |
Item 5. |
Other Information |
63 |
Item 6. |
Exhibits |
64 |
SIGNATURES |
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CERTAIN TERMS USED IN THIS REPORT
In this report, unless otherwise stated or the context otherwise indicates, the terms “IonQ, Inc.,” “the Company,” “we,” “us,” “our” and similar references refer collectively to “IonQ” and our subsidiaries, including majority-owned and wholly-owned subsidiaries, and our other registered and common law trade names, trademarks and service marks are the property of IonQ, Inc. All other trademarks, trade names and service marks appearing in this report are the property of their respective owners. Solely for convenience, the trademarks and trade names in this report may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.
WHERE YOU CAN FIND MORE INFORMATION
Investors and others should note that we announce material financial information to our investors using our investor relations website at investors.ionq.com, press releases including those on https://www.skywatertechnology.com/category/press-releases, filings with the U.S. Securities and Exchange Commission (“SEC”) and public conference calls and webcasts. We also use IonQ’s blog and the following social media channels as a means of disclosing information about the Company, our products and services, our planned financials and other announcements and attendance at upcoming investor and industry conferences, and other matters. This is in compliance with our disclosure obligations under Regulation FD:
Information posted through these social media channels may be deemed material. Accordingly, in addition to reviewing our press releases, SEC filings, public conference calls and webcasts, investors should monitor IonQ’s blog and our other social media channels. The information we post through these channels is not part of this Quarterly Report on Form 10-Q.
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
IonQ, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except share and per share data)
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September 30, |
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December 31, |
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2026 |
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2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Accounts receivable, net |
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Contract assets, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Long-term investments |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Other noncurrent assets |
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Total Assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Current portion of long-term debt |
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Contract liabilities |
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Total current liabilities |
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Long-term debt, net of current portion |
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Contract liabilities, net of current portion |
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Warrant liabilities |
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Other noncurrent liabilities |
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Total liabilities |
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$ |
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$ |
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Commitments and contingencies (see Note 12) |
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Stockholders’ Equity: |
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Common stock $ |
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$ |
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$ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive income (loss) |
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( |
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( |
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Total IonQ, Inc. stockholders’ equity |
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$ |
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$ |
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Noncontrolling interests |
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Total stockholders’ equity |
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$ |
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$ |
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Total Liabilities and Stockholders’ Equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
IonQ, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except share and per share data)
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Three Months Ended |
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Nine Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Costs and expenses: |
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Cost of revenue (excluding depreciation and amortization) |
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Research and development |
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Sales and marketing |
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General and administrative |
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Depreciation and amortization |
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Total operating costs and expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Gain (loss) on change in fair value of warrant liabilities |
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( |
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( |
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Interest income, net |
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Interest expense |
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( |
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( |
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Offering costs associated with warrants |
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( |
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( |
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Other income (expense), net |
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( |
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( |
) |
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( |
) |
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Income (loss) before income tax benefit (expense) |
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( |
) |
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( |
) |
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( |
) |
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Income tax benefit (expense) |
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Net income (loss) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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Net income (loss) attributable to noncontrolling interests |
|
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Net income (loss) attributable to IonQ, Inc. |
|
$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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Net income (loss) per share attributable to IonQ, Inc. |
|
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||||
Basic |
|
$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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Diluted |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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Weighted average shares used in computing net income |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
IonQ, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
(in thousands)
|
|
Three Months Ended |
|
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Nine Months Ended |
|
||||||||||
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2026 |
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2025 |
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2026 |
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2025 |
|
||||
Net income (loss) |
|
$ |
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss), net of reclassification |
|
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||||
Unrealized gain (loss) on available-for-sale securities, net |
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( |
) |
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( |
) |
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Net actuarial gain (loss) on pension benefit plans |
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( |
) |
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Currency translation adjustments |
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|
( |
) |
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( |
) |
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( |
) |
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( |
) |
Total other comprehensive income (loss) |
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( |
) |
|
|
( |
) |
|
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( |
) |
|
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( |
) |
Total comprehensive income (loss) |
|
$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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Comprehensive income (loss) attributable to noncontrolling |
|
|
( |
) |
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( |
) |
|
|
( |
) |
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( |
) |
Comprehensive income (loss) attributable to IonQ, Inc. |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
IonQ, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(unaudited)
(in thousands, except share data)
|
|
Stockholders’ Equity |
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Noncontrolling |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
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Interests |
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Equity |
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|||||||
Balance, June 30, 2026 |
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|
$ |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
|
$ |
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$ |
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|||||
Net income (loss) |
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— |
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( |
) |
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|||||
Other comprehensive income (loss) |
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— |
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( |
) |
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( |
) |
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( |
) |
|||
Issuance of common stock in |
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Issuance of common stock from |
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Issuance of common stock related |
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Stock-based compensation |
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— |
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Warrants exercised |
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Distribution to noncontrolling interest |
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— |
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( |
) |
|
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( |
) |
||||
Balance, September 30, 2026 |
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|
$ |
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$ |
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|
$ |
( |
) |
|
$ |
( |
) |
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$ |
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$ |
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Stockholders’ Equity |
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Noncontrolling |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
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Interests |
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Equity |
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Balance, June 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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||||||
Net income (loss) |
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— |
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( |
) |
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( |
) |
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( |
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Other comprehensive income (loss) |
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— |
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( |
) |
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( |
) |
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( |
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Issuance of common stock in |
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Issuance of common stock, |
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Issuance of common stock from |
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Vesting of restricted common stock |
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Stock-based compensation |
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— |
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Warrants exercised |
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Change in ownership interest |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Balance, September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
IonQ, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(unaudited)
(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, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Net income (loss) |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Other comprehensive income (loss) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Issuance of common stock in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of common stock from equity incentive plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of common stock in exchange for intangible |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of common stock related to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Warrants exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution to noncontrolling interest |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Balance, September 30, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
|
|
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, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net income (loss) |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Other comprehensive income (loss) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Issuance of common stock in connection with |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of common stock from equity incentive plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vesting of restricted common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Warrants exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Change in ownership interest |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Balance, September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
IonQ, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
|
|
Nine Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
(Gain) loss on change in fair value of warrant liabilities |
|
|
( |
) |
|
|
|
|
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
(Gain) loss on change in fair value of contingent consideration |
|
|
( |
) |
|
|
|
|
(Gain) loss on change in fair value of strategic investments |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Contract assets |
|
|
( |
) |
|
|
|
|
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
|
|
Contract liabilities |
|
|
|
|
|
|
||
Other assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities |
|
$ |
( |
) |
|
$ |
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchases of available-for-sale securities |
|
|
( |
) |
|
|
( |
) |
Maturities of available-for-sale securities |
|
|
|
|
|
|
||
Sales of available-for-sale securities |
|
|
|
|
|
|
||
Purchases of strategic investments |
|
|
( |
) |
|
|
|
|
Businesses acquired, net of cash paid and acquired |
|
|
( |
) |
|
|
( |
) |
Other investing, net |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) investing activities |
|
$ |
( |
) |
|
$ |
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from common stock and warrant issuance, net of issuance costs |
|
|
|
|
|
|
||
Proceeds from stock options exercised |
|
|
|
|
|
|
||
Proceeds from warrants exercised |
|
|
|
|
|
|
||
Principal payments on long-term debt |
|
|
( |
) |
|
|
— |
|
Other financing, net |
|
|
|
|
|
|
||
Net cash provided by (used in) financing activities |
|
$ |
|
|
$ |
|
||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Net change in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Cash, cash equivalents and restricted cash at the beginning of the period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at the end of the period |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of non-cash investing and financing transactions |
|
|
|
|
|
|
||
Property and equipment purchases in accounts payable and accrued expenses |
|
$ |
|
|
$ |
|
||
Operating lease right-of-use assets subject to lease liability |
|
|
|
|
|
|
||
Noncash reclassification of warrant liabilities to equity upon exercise |
|
|
|
|
|
|
||
Bonus settled in restricted stock units |
|
|
|
|
|
|
||
Conversion of investment in convertible debt securities to investment in equity |
|
|
|
|
|
|
||
Equity issued for acquisitions |
|
|
|
|
|
|
||
Equity issued for intangible assets |
|
|
|
|
|
|
||
Equity issued for research and development arrangement |
|
|
|
|
|
|
||
Settlement of pre-existing relationships with acquired entities |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
IonQ, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. DESCRIPTION OF BUSINESS
IonQ, Inc. (“IonQ” or the “Company”) is a quantum platform and semiconductor foundry services company. IonQ delivers integrated quantum solutions across computing, networking, sensing, and security. In addition, the Company also offers satellite-based data capabilities and satellite solutions intended to enable quantum-secure global communications through combining its satellite platform with its quantum sensing products. The Company also owns and operates a U.S.-based semiconductor foundry business that provides foundational-node manufacturing, advanced technology development, and advanced packaging services.
As a result of the acquisition of SkyWater Technology, Inc. (“SkyWater”), the Company has
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 the business and the benefits that the Company expects them to provide, refer to Note 3.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
Basis of Preparation
The accompanying condensed 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 condensed 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 (“VIE”) 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 and VIEs, 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 income (loss) upon deconsolidation.
Unaudited Interim Financial Information
7
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the SEC requires management to make estimates and assumptions that affect the amounts reported in these condensed 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 acquired 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 condensed 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 condensed 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 condensed consolidated statements of operations.
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:
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. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period.
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, such as the Monte Carlo simulation model, or a scenario-based method whose inputs require judgment or estimation. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples, probability and expected timing of scenarios, the estimated equity value of the investee, and, where a simulation or lattice model is
8
used, expected equity volatility. Liabilities that are measured using unobservable inputs, including warrant liabilities and contingent consideration, use various pricing models, including the Black-Scholes-Merton (“Black-Scholes”) option-pricing model and the Monte Carlo simulation model, and may involve inputs which require 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 values 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 condensed 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 primarily included in other noncurrent assets in the condensed consolidated balance sheets. The Company issues financial assurances, including letters of credit, in the ordinary course of business, including for lease arrangements and regulatory requirements. As of September 30, 2026 and December 31, 2025, financial assurances were not material.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash included in the condensed consolidated balance sheets to the amounts included in the condensed consolidated statements of cash flows (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash in the |
|
$ |
|
|
$ |
|
||
Accounts Receivable, Contract Assets 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.
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Billed accounts receivable |
|
$ |
|
|
$ |
|
||
Unbilled accounts receivable |
|
|
|
|
|
|
||
Total accounts receivable |
|
$ |
|
|
$ |
|
||
Contract assets reflect revenue recognized and performance obligations satisfied or partially satisfied in advance of customer billing related to the right to receive payment dependent on factors other than the passage of time. Contract assets were $
On a periodic basis, management evaluates its accounts receivable and contract assets 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 asset.
Allowance for credit losses was
9
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 condensed consolidated balance sheets. 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 three and nine months ended September 30, 2026, excess and obsolescence charges were
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, or in other noncurrent assets for the portion not expected to be used within one year, in the condensed 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 $
Materials and supplies, including spare parts, 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 three and nine months ended September 30, 2026 and 2025, excess and obsolescence charges were
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 invests in debt securities and classifies these 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. Available-for-sale investments not considered cash equivalents with remaining contractual maturities of one year or less from the balance sheet date are classified as short-term investments, and those with remaining contractual maturities greater than one year from the balance sheet date are classified as long-term investments. Available-for-sale investments are recorded at their estimated fair value, and any unrealized gains and losses are recorded in the condensed consolidated balance sheets in accumulated other comprehensive income (loss). Realized gains and losses on sales and maturities of available-for-sale investments are determined based on the specific identification method and are recognized in the condensed consolidated statements of operations in other income (expense), net. Accrued interest receivable on available-for-sale investments is recorded in the condensed consolidated balance sheets in prepaid expenses and other current assets.
The Company also invests in strategic investments, including equity securities of publicly-traded companies and equity securities, convertible debt securities, and simple agreements for future equity (“SAFE”) investments of privately-held companies. The Company classifies these investments in accordance with the terms of the underlying securities. Strategic investments are primarily included in other noncurrent assets, with the exception of public company holdings, which are included in prepaid expenses and other current assets, on the condensed 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 condensed 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 with a readily determinable fair value are recorded at fair value with the changes in fair value recorded in other income (expense), net, in the condensed consolidated statements of operations. 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 condensed 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 condensed consolidated statements of operations. Credit losses and impairments were
10
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 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 |
|
|
Machinery, equipment, furniture and fixtures |
|
|
Quantum computing systems |
|
|
Satellites |
|
|
Buildings |
|
|
Building improvements |
|
|
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 lease right-of-use (“ROU”) assets are included in other noncurrent assets, finance lease ROU assets are included in property and equipment, net, and operating and finance lease liabilities are included in accrued expenses and other current liabilities and other noncurrent liabilities on the Company’s condensed consolidated balance sheets. The Company recognizes lease expense for its operating leases on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset, unless ownership transfers to the Company or exercise of a purchase option is reasonably certain, in which case the ROU asset is amortized over the underlying asset’s useful life. Operating lease expense and finance lease ROU asset amortization are classified within the statement of operations based on the use of the underlying asset, and finance lease interest is included in interest expense. The Company elected the practical expedient to not separate lease and non-lease components for all classes of underlying assets.
Lease liabilities are recognized at the lease commencement date based on the present value of unpaid lease payments over the lease term, net of lease incentives receivable. ROU assets are initially measured based on the lease liability, adjusted for lease payments made at or before commencement, lease incentives received and initial direct costs. An amendment to a lease is assessed to determine if it represents a lease modification or a separate contract. Amendments accounted for as separate contracts are accounted for as new leases. For amendments that are not accounted for as separate contracts, lease liabilities are remeasured as of the effective date of the modification using an incremental borrowing rate based on the information available at the effective date of the modification. 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 the noncancelable period, periods covered by extension options that the Company is reasonably certain to exercise, and periods covered by termination options that the Company is reasonably certain not to exercise. 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.
Sale-leaseback transactions that do not qualify for sale accounting are accounted for as financing arrangements. The underlying assets are included in property and equipment, net, and depreciated over their remaining useful lives, and the related obligations are presented as financing obligations rather than lease liabilities. Payments are allocated between interest expense and a reduction of the financing obligation.
11
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 the 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
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.
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.
Business 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 condensed consolidated statements of operations.
For acquisitions with contingent consideration, the Company recognizes the acquisition-date fair value of contingent consideration as part of the purchase consideration. Contingent consideration is classified as a liability or equity based on the terms and settlement provisions of the arrangement. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with changes in fair value recognized in general and administrative expenses in the Company’s condensed consolidated statements of operations. Contingent consideration classified as equity is not remeasured, and its subsequent settlement is recorded within stockholders’ equity.
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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
Warrant Liabilities
Variable Interest Entities
The Company evaluates whether an entity is a VIE based on the sufficiency of the entity’s equity at risk and by determining whether the equity holders have the characteristics of a controlling financial interest. If an entity is a VIE, and the Company holds a variable interest in the VIE, the Company determines if it is the primary beneficiary of the VIE by assessing whether it has the power to direct the activities that most significantly impact the economic performance of the VIE, as well as the obligation to absorb losses, or the right to receive benefits, that may be significant to the VIE. These determinations require management to make judgments and assumptions about the VIE’s forecasted financial performance and the volatility inherent in those forecasted results. The Company regularly reviews its arrangements and agreements and assesses whether events or conditions may exist that result in an entity becoming a VIE, or the Company becoming the primary beneficiary of an existing VIE. The Company also regularly reviews its current VIE arrangements, inclusive of primary beneficiary conclusions, to determine if events or conditions exist that suggest VIE arrangements no longer exist.
Revenue Recognition
The Company primarily derives revenue within its IonQ Platform segment 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”), 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. In addition, through its SkyWater Foundry Services segment, the Company provides foundational-node semiconductor manufacturing, advanced technology development, and advanced packaging services through an integrated, multi-site operating model, including providing process development services through its advanced technology services development, manufacturing highly-customized wafers, and procuring tools on behalf of certain customers.
The Company applies the provisions of the FASB Accounting Standards Codification, 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:
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Certain of the Company’s contracts contain multiple promised goods and services. The Company evaluates the promised goods and services in each contract to determine whether they are distinct performance obligations based on whether the customer can benefit from the good or service on its own or together with other readily available resources and whether the promise is separately identifiable from other promises in the contract. Consistent with the guidance in ASC 606, in identifying performance obligations, the Company considers the nature of the promised goods and services, the degree of integration between promises, whether any good or service significantly modifies or customizes another promised good or service, or whether the goods and services are highly interdependent or interrelated.
The transaction price represents the amount of consideration the Company expects to be entitled to in exchange for transferring the promised goods or services to the customer, including estimates of variable consideration. The Company estimates variable consideration using either the expected value or most likely amount method, depending on the nature of the arrangement, and includes such amounts in the transaction price only to the extent it is probable that a significant revenue reversal will not occur. The Company applies judgment and takes into account historical experience, contractual terms, and expected customer behavior to best predict the amount of consideration to which it expects to be entitled under these contracts.
When there are multiple performance obligations in a contract, the Company allocates the transaction price to each performance obligation based on relative standalone selling prices. 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 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. The Company applies judgment to determine a reasonable method to measure progress and to estimate total expected effort, primarily using a cost-to-cost input method or output method. 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 contracts for which progress is measured using the input method, the Company believes the cost-to-cost input method faithfully depicts its performance in transferring control of the related goods and services because costs incurred are directly correlated with the Company’s efforts to satisfy the performance obligation. For contracts using the output method, the Company believes there is a level of uniformity in the outputs identified such that the measure of progress determined using this method faithfully depicts the transfer of control of the related services.
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, or equity instruments granted to a customer in connection with selling goods or services. 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. Where the Company concludes that such payments are in exchange for a distinct good or service, the Company accounts for the transaction as a purchase of that good or service, provided the amount does not exceed the fair value of the distinct good or service received.
Fees are generally billed over the course of the arrangement based on an agreed upon billing schedule, and may have terms that are considered variable consideration, as well as financing components. Certain of our contracts are 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 condensed consolidated balance sheets.
For the three and nine months ended September 30, 2026 and 2025, 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 we do 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.
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IonQ Platform Segment
Revenues related to the sale of quantum computers is recognized over time, based on when control transfers to the customer. Consistent with ASC 606, revenue related to the other performance obligations in these arrangements, such as maintenance, is recognized over time on a straight-line basis over the contractual service periods, consistent with the stand ready nature of these obligations. 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.
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 determined by customer contract terms. For certain contracts, control transfers upon shipment or delivery based on customary incoterms, and for certain contracts, control transfers upon completion of the required services or installation.
The Company has determined that its QCaaS contracts represent a combined, stand-ready performance obligation to provide access to its quantum computing systems. 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 or satellite imagery, fixed fees are recognized on a straight-line basis over the access period. Variable usage fees are recognized in the period they occur.
Certain of the Company’s arrangements for sales of quantum computers include provisions that allow customers to sell QCaaS access to the Company for fixed amounts paid over time. The Company has determined that the QCaaS purchased from customers is distinct from the goods or services that the Company has promised to its customers because the customer can benefit from the computer without selling QCaaS to the Company and the Company can satisfy its obligation to sell the computer independent from its contingent obligation to purchase QCaaS. To the extent a customer sells QCaaS to the Company, the Company recognizes the cost of purchases as expense over the term of the access.
SkyWater Foundry Services Segment
Revenues related to quantum foundry and advanced technologies as well as complementary metal-oxide-semiconductor ("CMOS") foundry contracts are recognized over time using either an output or input method based upon the method that best measures the value of the services performed for the Company’s customers. Whether an output or input method is selected requires judgment. The Company consistently uses either its output method or input method for similar performance obligations in similar circumstances. The Company’s output method, primarily applied to certain quantum foundry and advanced technologies contracts and CMOS foundry contracts, evaluates the steps and activities needed to complete manufacturing development services and relies on surveys of steps and activities completed as of the reporting date in relation to then current manufacturing development plans to measure the level of progress on the service.
Certain of the Company’s customer contracts acquired via the acquisition of SkyWater were determined to have pricing not reflective of market conditions at the time of acquisition. These contracts were identified as including off-market components that resulted in the recognition of contract liabilities in the Company’s purchase accounting for the acquisition of SkyWater. These contract liabilities are released and recognized as revenue over the remaining performance period using either an output or input method.
Quantum foundry and advanced development contracts can include tool capacity or priority access rights and/or fab access right performance obligations. These arrangements do not represent lessor arrangements as the Company is not providing its customers the right to control specific tools or areas in the fab. Revenue for these arrangements are recognized over time as the access rights are provided to customers.
Cost of Revenue
15
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 advancing technology research, platform and infrastructure development, and the research and development of new product iterations, including quantum computing systems, networks, foundry services, and other products as well as 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.
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 under a research and development service arrangement, 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
In March 2026, the Company entered into a strategic collaboration agreement and master research agreement with the University of Cambridge, pursuant to which the Company receives a license to certain intellectual property under a research and development service arrangement, as well as naming rights to a University of Cambridge facility. In exchange for the licensed intellectual property and naming rights, the University of Cambridge received
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,
16
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.
Investment Tax Credits and Government Assistance
The Company recognizes the benefits of government assistance it receives, or expects to receive, only when there is reasonable assurance that the Company will comply with the conditions attached to government assistance and the government assistance will be received or paid. The Company receives government assistance in the form of refundable investment tax credits available under Section 48D of the Creating Helpful Incentives to Produce Semiconductors for America Act of 2022 (“CHIPS Act”) for eligible capital expenditures. As the Section 48D investment tax credit is asset-based, the deferred benefit from the credit is recorded as a reduction of the cost basis in the underlying equipment from which the tax credit was derived and will be recognized as a reduction of the assets’ depreciation expense over their useful lives.
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 condensed 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 represent more than
17
Company had
Net Income (Loss) Per Share
Basic net income (loss) per share is computed using the two-class method. Under the two-class method, all earnings are allocated to common stock and participating securities based on their participation rights. The Company considers its restricted stock to be participating securities. The holders of restricted stock do not have a contractual obligation to share in the losses of the Company. Accordingly, in periods with a reported net loss, the net loss is not allocated to these participating securities. Under the two-class method, basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.
Diluted net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock during the period, plus common stock equivalents outstanding during the period. The Company’s common stock equivalents include stock options, warrants, unvested restricted stock units, unvested performance-based restricted stock units, and unvested restricted stock. Common stock equivalents contingent upon the satisfaction of certain conditions are included in the denominator to the extent the shares would be issuable if the end of the period was the end of the contingency period and based on the actual achievement of performance metrics through the end of the period. When computing diluted net income (loss) per share, the numerator is adjusted for the gain (loss) on changes in fair value of dilutive warrant liabilities. Diluted net income (loss) per share is calculated under both the two-class method and the treasury stock method, and the more dilutive amount is reported. If the Company reports a net loss, the computation of diluted net loss per share excludes the effect of dilutive common stock equivalents, as their effect would be antidilutive, and diluted net loss per share is equal to basic net loss per share.
Recently Adopted Accounting Standards
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 adopted this standard as of January 1, 2026. The Company elected the practical expedient and it did not have a material effect on the Company’s condensed consolidated financial statements.
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 within annual reporting 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 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
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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.
3. BUSINESS COMBINATIONS
2026 Acquisitions
During 2026, the Company completed multiple 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 $
The Company has included the revenue and expenses of each acquisition in its condensed consolidated statements of operations from the date of acquisition.
SkyWater Technology, Inc.
On July 31, 2026, the Company acquired
The following table summarizes the components of the purchase consideration to acquire SkyWater (in thousands):
Cash |
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$ |
|
|
Fair value of common stock issued(1) |
|
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|
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Fair value of equity awards(2) |
|
|
|
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Settlement of pre-existing relationships |
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|
|
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Total purchase consideration |
|
$ |
|
The following table summarizes the preliminary fair values of SkyWater’s assets acquired and liabilities assumed as of the acquisition date (in thousands):
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|
Preliminary Fair Value |
|
|
Cash and cash equivalents |
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$ |
|
|
Accounts receivable, net |
|
|
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Contract assets |
|
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|
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Prepaid expenses and other current assets |
|
|
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Property and equipment |
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Operating lease right-of-use assets |
|
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Finance lease right-of-use assets |
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Other noncurrent assets |
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Intangible assets |
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Goodwill |
|
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|
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Accounts payable |
|
|
( |
) |
Accrued expenses and other current liabilities |
|
|
( |
) |
Debt |
|
|
( |
) |
Contract liabilities |
|
|
( |
) |
Finance lease liabilities |
|
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( |
) |
Deferred tax liabilities |
|
|
( |
) |
Other noncurrent liabilities |
|
|
( |
) |
Noncontrolling interests |
|
|
( |
) |
Total fair value of net assets acquired |
|
$ |
|
|
The goodwill of $
The purchase price allocation for SkyWater is preliminary as of September 30, 2026, as the Company has not completed its assessment and valuation of certain assets acquired, liabilities assumed, and noncontrolling interests, including intangible assets and property and equipment and their respective estimated useful lives, spare parts, acquired contractual arrangements, lease arrangements, VIE financing, and income tax balances. The purchase price allocation, including the resulting goodwill, is subject to adjustment during the measurement period. These preliminary estimates and measurements are subject to change during the measurement period, which will not exceed one year from the acquisition date, as the Company receives final information and completes its analysis. Finalization of the purchase price allocation could result in material adjustments to the amounts recorded, including goodwill and income tax benefit.
SkyWater’s revenue since the acquisition date to September 30, 2026, included in the Company’s condensed consolidated statements of operations, was $
Nexus Photonics, Inc.
On
The following table summarizes the components of the purchase consideration to acquire Nexus (in thousands):
Fair value of common stock issued(1) |
|
$ |
|
|
Fair value of equity awards(2) |
|
|
|
|
Total purchase consideration |
|
$ |
|
20
The following table summarizes the preliminary fair values of Nexus’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):
|
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Preliminary Fair Value |
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Measurement Period Adjustments |
|
|
Adjusted Fair Value |
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Cash and cash equivalents |
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$ |
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$ |
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$ |
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Accounts receivable |
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Prepaid expenses and other current assets |
|
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Property and equipment |
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Operating lease right-of-use assets |
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Other noncurrent assets |
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Intangible assets |
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( |
) |
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||
Goodwill |
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Accounts payable |
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( |
) |
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( |
) |
|
Accrued expenses and other current liabilities |
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( |
) |
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( |
) |
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( |
) |
Operating lease liabilities |
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( |
) |
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( |
) |
|
Contract liabilities |
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( |
) |
|
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( |
) |
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Deferred tax liabilities |
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( |
) |
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( |
) |
|
Total fair value of net assets acquired |
|
$ |
|
|
$ |
|
|
$ |
|
|||
During the nine months ended September 30, 2026 and within the measurement period, the Company adjusted the preliminary valuation of the acquired intangible assets from $
The goodwill of $
Nexus’s revenue since the acquisition date to September 30, 2026, included in the Company’s condensed consolidated statements of operations, was
Skyloom Global Corp.
On
The following table summarizes the components of the purchase consideration to acquire Skyloom (in thousands):
Cash |
|
$ |
|
|
Fair value of common stock issued(1) |
|
|
|
|
Contingent consideration |
|
|
|
|
Settlement of pre-existing relationships |
|
|
|
|
Total purchase consideration |
|
$ |
|
21
The preliminary purchase consideration includes contingent consideration related to revenue milestones and technical milestones, which have a future maximum payout of $
The following table summarizes the preliminary fair values of Skyloom’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):
|
|
Preliminary Fair Value |
|
|
Measurement Period Adjustments |
|
|
Adjusted Fair Value |
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accounts receivable |
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
|||
Property and equipment |
|
|
|
|
|
|
|
|
|
|||
Operating lease right-of-use assets |
|
|
|
|
|
|
|
|
|
|||
Intangible assets |
|
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
( |
) |
|
|
|
||
Other noncurrent assets |
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Operating lease liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Contract liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Deferred tax liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Other noncurrent liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total fair value of net assets acquired |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The goodwill of $
Skyloom’s revenue since the acquisition date to September 30, 2026, included in the Company’s condensed consolidated statements of operations, was
Seed Innovations, LLC
On
22
the Company’s software capabilities and its expertise in machine learning, advanced software architecture, and cloud migration will support managing and scaling complex quantum workloads.
The following table summarizes the components of the purchase consideration to acquire Seed (in thousands):
Fair value of common stock issued(1) |
|
$ |
|
|
Total purchase consideration |
|
$ |
|
The following table summarizes the preliminary fair values of Seed’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):
|
|
Preliminary Fair Value |
|
|
Measurement Period Adjustments |
|
|
Adjusted Fair Value |
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accounts receivable |
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
|||
Operating lease right-of-use assets |
|
|
|
|
|
|
|
|
|
|||
Intangible assets |
|
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
( |
) |
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Operating lease liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total fair value of net assets acquired |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The goodwill of $
Seed’s revenue since the acquisition date to September 30, 2026, included in the Company’s condensed consolidated statements of operations was $
Pro Forma Results of Operations
The following table summarizes the unaudited pro forma consolidated revenue and net income (loss) of the Company as if each of the 2026 acquisitions described above had been completed on January 1, 2025 (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income (loss) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
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.
2025 Acquisitions
During 2025, the Company completed
23
a market intelligence business on June 9, 2025. The total purchase price of these acquisitions was $
The stock consideration includes
The following table summarizes the purchase price allocation for the 2025 acquisitions based on the estimated fair value of the acquired assets and assumed liabilities (in thousands):
|
|
Purchase Price Allocation as of December 31, 2025 |
|
|
Measurement Period Adjustments |
|
|
Purchase Price Allocation as of September 30, 2026 |
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accounts receivable |
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses and other current assets |
|
|
|
|
|
( |
) |
|
|
|
||
Property and equipment |
|
|
|
|
|
|
|
|
|
|||
Operating lease right-of-use assets |
|
|
|
|
|
|
|
|
|
|||
Intangible assets |
|
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
|
|
|
|
|||
Other noncurrent assets |
|
|
|
|
|
( |
) |
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Contract liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Deferred tax liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Other noncurrent liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Noncontrolling interest |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total fair value of net assets acquired |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table summarizes the purchase price allocation for the 2025 acquisitions based on the estimated fair value of the identifiable intangible assets (in thousands):
|
|
Fair Value |
|
|
Useful Life |
|
Developed technology |
|
$ |
|
|
||
Customer relationships |
|
|
|
|
||
In-process research and development |
|
|
|
|
||
Tradenames |
|
|
|
|
||
Non-compete agreements |
|
|
|
|
||
Total intangible assets |
|
$ |
|
|
|
|
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 purchase price allocation for Vector Atomic, Inc. is preliminary as of September 30, 2026. The purchase price allocations for Oxford Ionics Limited, Capella Space Corp., Lightsynq Technologies Inc., id Quantique SA, and the market intelligence business are complete.
In July 2025, the Company acquired additional shares of id Quantique SA, increasing the Company’s total ownership to approximately
24
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 condensed consolidated balance sheets (in thousands):
|
|
As of September 30, 2026 |
|
|
As of December 31, 2025 |
|
||||||||||||||||||||||||||
|
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
||||||||
Cash and money |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Certificates of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. government |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Total cash, cash |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
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 September 30, 2026 |
|
|||||||||||||||||||||
|
|
Less than 12 Months |
|
|
12 Months or Longer |
|
|
Total |
|
|||||||||||||||
|
|
Fair Value |
|
|
Gross Unrealized |
|
|
Fair Value |
|
|
Gross Unrealized |
|
|
Fair Value |
|
|
Gross Unrealized |
|
||||||
U.S. government and agency |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|||
|
|
As of December 31, 2025 |
|
|||||||||||||||||||||
|
|
Less than 12 Months |
|
|
12 Months or Longer |
|
|
Total |
|
|||||||||||||||
|
|
Fair Value |
|
|
Gross Unrealized |
|
|
Fair Value |
|
|
Gross Unrealized |
|
|
Fair Value |
|
|
Gross Unrealized |
|
||||||
U.S. government and agency |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||||
The Company did
The estimated fair value of the Company’s cash, cash equivalents, restricted cash, and investments in available-for-sale securities as of September 30, 2026, aggregated by investment category and classified by contractual maturity date, is as follows (in thousands):
|
|
1 Year |
|
|
Greater than |
|
|
Total |
|
|||
Cash and money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
25
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 |
|
|||||||||||||
|
|
September 30, 2026 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash, cash equivalents and restricted cash: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and money market funds(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total short-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Prepaid expenses and other current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Strategic investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total prepaid expense and other current assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Long-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total long-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other noncurrent assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Strategic investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other noncurrent assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
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) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate notes and bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total short-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Long-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total long-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other noncurrent assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Strategic investments |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Total other noncurrent assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
26
The following table summarizes changes in Level 3 assets and liabilities measured at fair value for the nine months ended September 30, 2026 (in thousands):
|
|
Strategic Investments(1) |
|
|
Contingent Consideration(2) |
|
|
Warrant Liabilities(3) |
|
|||
Fair value as of December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Purchases |
|
|
|
|
|
|
|
|
|
|||
Issuances |
|
|
|
|
|
( |
) |
|
|
|
||
Transfer out of Level 3(4) |
|
|
( |
) |
|
|
|
|
|
|
||
Changes in fair value included in net income (loss) |
|
|
|
|
|
|
|
|
|
|||
Changes in fair value included in other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|||
Fair value as of September 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Warrant Liabilities
The Company’s warrant liabilities are comprised of the Series A and Series B private warrants. As of September 30, 2026, there were
The fair value of the Series A and Series B private warrants was determined using Level 3 inputs. Management determined the fair value of the Series A and Series B private warrants using unobservable inputs in the Black-Scholes option-pricing model. Inherent in the valuation were assumptions related to the expected term, risk-free interest rate, dividend yield, and expected stock-price volatility, which was determined based on the Company’s historical and implied stock price volatility. The expected stock-price volatility was
Contingent Consideration
The fair value of the revenue milestone contingent consideration, which is liability-classified, was determined using Level 3 inputs. Management determined the fair value of the revenue milestone contingent consideration using unobservable inputs in the Monte Carlo simulation model, including forecasted revenue, expected payment timing, discount rate, and revenue volatility, which was determined based on the historical revenue volatility of comparable peer companies. The discount rate was
The fair value of the technical milestone contingent consideration, which is equity-classified, was determined using Level 3 inputs. Management determined the fair value of the technical milestone contingent consideration as of the acquisition date using unobservable inputs in a scenario-based model, including probability of achievement ranging from
Strategic Investments
The Company enters into strategic investment agreements (“Investment Agreements”) to purchase equity securities of publicly-traded companies and to purchase equity securities, convertible debt securities, and SAFE investments of privately-held companies (each, an “Investee”).
27
|
|
September 30, |
|
|
December 31, |
|
||
Publicly-traded equity securities |
|
$ |
|
|
$ |
|
||
Convertible debt securities |
|
|
|
|
|
|
||
Privately-held equity securities |
|
|
|
|
|
|
||
SAFE investments |
|
|
|
|
|
|
||
Total strategic investments |
|
$ |
|
|
$ |
|
||
The Company recognized net unrealized losses of $
In connection with the Investment Agreements, the majority of Investees also entered into a commercial contract with the Company 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 three and nine months ended September 30, 2026, the Company recognized $
6. PROPERTY AND EQUIPMENT, NET
Property and equipment, net is composed of the following (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Quantum computing systems |
|
$ |
|
|
$ |
|
||
Satellites |
|
|
|
|
|
|
||
Land |
|
|
|
|
|
|
||
Buildings |
|
|
|
|
|
|
||
Leasehold and building improvements |
|
|
|
|
|
|
||
Machinery, equipment, furniture and fixtures |
|
|
|
|
|
|
||
Computer equipment and acquired computer software |
|
|
|
|
|
|
||
Gross property and equipment |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for the three months ended September 30, 2026 and 2025, was $
28
7. INTANGIBLE ASSETS, NET
Intangible assets, net is composed of the following (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Developed technology |
|
$ |
|
|
$ |
|
||
Naming rights |
|
|
|
|
|
|
||
Customer relationships |
|
|
|
|
|
|
||
Internal-use software |
|
|
|
|
|
|
||
Trademark |
|
|
|
|
|
|
||
In-process research and development |
|
|
|
|
|
|
||
Non-compete agreements |
|
|
|
|
|
|
||
Patents |
|
|
|
|
|
|
||
Website and other |
|
|
|
|
|
|
||
Gross intangible assets |
|
|
|
|
|
|
||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Total intangible assets, net |
|
$ |
|
|
$ |
|
||
Amortization expense for the three months ended September 30, 2026 and 2025, was $
8. GOODWILL
Changes in the carrying amount of goodwill as of September 30, 2026 and December 31, 2025, were as follows (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
IonQ Platform |
|
|
SkyWater Foundry Services |
|
|
Total |
|
|
IonQ Platform |
|
||||
Beginning balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Measurement period adjustments |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Foreign currency translation |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Ending balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
9. OTHER BALANCE SHEET ACCOUNTS
Prepaid expenses and other current assets are composed of the following (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Materials and supplies |
|
$ |
|
|
$ |
|
||
Advance payments to suppliers |
|
|
|
|
|
|
||
Inventories, net |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Strategic investments |
|
|
|
|
|
|
||
Accrued interest receivable |
|
|
|
|
|
|
||
Prepaid research and development arrangements |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
29
Other noncurrent assets are composed of the following (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Strategic investments |
|
$ |
|
|
$ |
|
||
Prepaid research and development arrangements, net of current portion |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
|
|
|
|
|
||
Investment tax credit receivable, net of current portion |
|
|
|
|
|
|
||
Materials and supplies, net of current portion(1) |
|
|
|
|
|
|
||
Other noncurrent assets |
|
|
|
|
|
|
||
Total other noncurrent assets |
|
$ |
|
|
$ |
|
||
Accrued expenses and other current liabilities are composed of the following (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Accrued salaries and other payroll liabilities |
|
$ |
|
|
$ |
|
||
Accrued vendor purchase commitments |
|
|
|
|
|
— |
|
|
Acquisition purchase consideration liabilities |
|
|
|
|
|
|
||
Current portion of operating lease liabilities |
|
|
|
|
|
|
||
Current portion of finance lease liabilities |
|
|
|
|
|
|
||
Accrued professional services and transaction costs |
|
|
|
|
|
|
||
Accrued equipment and facilities liabilities |
|
|
|
|
|
|
||
Accrued expenses—other |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
Other noncurrent liabilities are composed of the following (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Deferred tax liabilities |
|
$ |
|
|
$ |
|
||
Acquisition purchase consideration liabilities, net of current portion |
|
|
|
|
|
|
||
Defined benefit pension obligation |
|
|
|
|
|
|
||
Operating lease liabilities, net of current portion |
|
|
|
|
|
|
||
Finance lease liabilities, net of current portion |
|
|
|
|
|
|
||
Other noncurrent liabilities |
|
|
|
|
|
|
||
Total other noncurrent liabilities |
|
$ |
|
|
$ |
|
||
10. INVENTORIES, NET
Inventories, net is composed of the following (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories, net |
|
$ |
|
|
$ |
|
||
30
11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following tables summarize the changes in accumulated other comprehensive income (loss), net of tax, (in thousands):
|
|
Three Months Ended September 30, 2026 |
|
|||||||||||||
|
|
Unrealized Gain (Loss) on Available-for-Sale Securities, Net |
|
|
Net Actuarial Gain (Loss) on Pension Benefit Plans |
|
|
Currency Translation Adjustments |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
||||
Balance at June 30, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Reclassifications from accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at September 30, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Three Months Ended September 30, 2025 |
|
|||||||||||||
|
|
Unrealized Gain (Loss) on Available-for-Sale Securities, Net |
|
|
Net Actuarial Gain (Loss) on Pension Benefit Plans |
|
|
Currency Translation Adjustments |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
||||
Balance at June 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Reclassifications from accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
|
|
Nine Months Ended September 30, 2026 |
|
|||||||||||||
|
|
Unrealized Gain (Loss) on Available-for-Sale Securities, Net |
|
|
Net Actuarial Gain (Loss) on Pension Benefit Plans |
|
|
Currency Translation Adjustments |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
||||
Balance at December 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Reclassifications from accumulated |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance at September 30, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Nine Months Ended September 30, 2025 |
|
|||||||||||||
|
|
Unrealized Gain (Loss) on Available-for-Sale Securities, Net |
|
|
Net Actuarial Gain (Loss) on Pension Benefit Plans |
|
|
Currency Translation Adjustments |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
||||
Balance at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Reclassifications from accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
31
12. 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.
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 condensed 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 September 30, 2026 and December 31, 2025.
Contingent Purchase Obligations
The Company has contingent obligations to purchase an aggregate of $
Center for NeoVation
The Company has a technology and economic development agreement (the “TED Agreement”), and a lease agreement (the “CfN Lease”) with the government of Osceola County, Florida (“Osceola”) and ICAMR, Inc., a Florida non-profit corporation doing business as BRIDG (“BRIDG”), to lease and operate the Center for NeoVation (the “CfN”), a semiconductor research and development and manufacturing facility in Kissimmee, Florida. Under the CfN Lease, the Company agreed to bring the plant to full production capacity within five years, and then to operate the plant at full capacity for an additional
32
13. DEBT
The components of debt outstanding at September 30, 2026 were as follows (in thousands):
|
|
September 30, |
|
|
|
|
2026 |
|
|
VIE financing |
|
$ |
|
|
Tool financing loans |
|
|
|
|
Unamortized debt issuance costs |
|
|
( |
) |
Total long-term debt, including current maturities |
|
|
|
|
Less: current portion of long-term debt |
|
|
( |
) |
Total long-term debt, excluding current maturities |
|
|
|
|
The Company did
VIE Financing
The Company’s consolidated VIE, assumed as part of the SkyWater Acquisition, entered into a loan agreement for $
The terms of the VIE Financing include provisions that grant the lender several protective rights when certain triggering events defined in the loan agreement occur, including events tied to the occupancy of the Company’s Minnesota facility and SkyWater’s financial performance. The occurrence of a triggering event does not represent a default event under the loan agreement, nor does it result in the VIE Financing becoming callable, rather the protective rights become enforceable by the lender. No triggering events as defined in the loan agreement existed as of September 30, 2026.
The VIE Financing is secured by a security interest in the building and land of the Company’s Minnesota facility.
Tool Financing Loans
The Company enters into financing agreements with equipment lenders to finance the purchase of tools that may, or may not, result in equipment lenders advancing payments to fund the acquisition, installation and qualification of tools. When tools are received and placed into service, the Company executes sales agreements to transfer ownership of the tools to the equipment lender and concurrently enters into debt agreements to repay the equipment lender the acquisition cost of the tool over a period of time, typically
Maturities
Future principal payments of the Company’s long-term debt are as follows (in thousands):
|
|
Future Principal Payments |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
33
14. WARRANTS
Prefunded and Private Warrants
In October 2025, the Company issued
In July 2025, the Company issued
Public Warrants
In September 2021, the Company assumed
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 (the “Warrant Shares”), subject to certain vesting events. In August 2020,
15. 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
On July 7, 2025, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC providing for the offer and sale of
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 $
34
16. REVENUE
Disaggregated Revenue
The Company’s revenue disaggregated by revenue source is as follows (in thousands):
|
|
Three Months Ended |
|
|||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
IonQ Platform |
|
|
SkyWater Foundry Services |
|
|
Total |
|
|
IonQ Platform |
|
|
SkyWater Foundry Services |
|
|
Total |
|
||||||
Quantum hardware |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Quantum services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Quantum foundry and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CMOS foundry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
Nine Months Ended |
|
|||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
IonQ Platform |
|
|
SkyWater Foundry Services |
|
|
Total |
|
|
IonQ Platform |
|
|
SkyWater Foundry Services |
|
|
Total |
|
||||||
Quantum hardware |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Quantum services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Quantum foundry and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CMOS foundry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The Company’s revenue disaggregated by customer location is as follows (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other international |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Remaining Performance Obligations
As of September 30, 2026, approximately $
Contract Liabilities
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 nine months ended September 30, 2026, 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 $
35
$
17. STOCK-BASED COMPENSATION
Equity Incentive Plans
In July 2026, in connection with the SkyWater Acquisition, the Company assumed the SkyWater Technology Inc. 2021 Equity Incentive Plan (the “SkyWater Plan”). Upon closing of the SkyWater Acquisition, certain outstanding SkyWater stock options and restricted stock units under the SkyWater Plan were assumed by the Company and converted into options and restricted stock units for IonQ common stock based on the applicable equity award exchange ratio. The converted awards will continue to be governed by the terms of the SkyWater Plan and the applicable award agreements until exercised, terminated or expired. Future awards will continue to be granted under the SkyWater Plan until it is fully utilized. Such stock options and restricted stock units granted under the SkyWater Plan will continue to be governed by the terms of the SkyWater Plan and the stock option and restricted stock unit agreements thereunder, until such outstanding stock options are exercised or until such outstanding options and restricted stock units terminate or expire. For awards granted under the SkyWater Plan, vesting generally occurs over
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.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Risk-free interest rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Expected term (in years) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Expected volatility |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Dividend yield |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
The stock option activity is summarized in the following table:
|
|
Number of |
|
|
Outstanding as of December 31, 2025 |
|
|
|
|
Replacement awards(1) |
|
|
|
|
Granted |
|
|
|
|
Exercised |
|
|
( |
) |
Canceled/Forfeited |
|
|
( |
) |
Outstanding as of September 30, 2026 |
|
|
|
|
Exercisable as of September 30, 2026 |
|
|
|
|
Exercisable and expected to vest as of September 30, 2026 |
|
|
|
|
36
Restricted Stock Units
The restricted stock unit (“RSU”) activity is summarized in the following table:
|
|
Number of |
|
|
Outstanding as of December 31, 2025 |
|
|
|
|
Replacement awards(1) |
|
|
|
|
Granted |
|
|
|
|
Vested |
|
|
( |
) |
Forfeited |
|
|
( |
) |
Outstanding as of September 30, 2026 |
|
|
|
|
Expected to vest after September 30, 2026 |
|
|
|
|
During the nine months ended September 30, 2026 and 2025, the Company released
Performance-Based Restricted Stock Units
The performance-based restricted stock unit (“PSU”) activity is summarized in the following table:
|
|
Number of |
|
|
Outstanding as of December 31, 2025 |
|
|
|
|
Granted |
|
|
|
|
Performance adjustments |
|
|
|
|
Vested |
|
|
( |
) |
Forfeited |
|
|
( |
) |
Outstanding as of September 30, 2026 |
|
|
|
|
Expected to vest after September 30, 2026(1) |
|
|
|
|
As of September 30, 2026, there were
Restricted Stock
The restricted stock activity is summarized in the following table:
|
|
Number of |
|
|
Outstanding as of December 31, 2025 |
|
|
|
|
Granted(1) |
|
|
|
|
Vested |
|
|
( |
) |
Canceled/Forfeited |
|
|
( |
) |
Outstanding as of September 30, 2026 |
|
|
|
|
Expected to vest after September 30, 2026 |
|
|
|
|
37
Stock-Based Compensation Expense
Total stock-based compensation expense for RSUs, PSUs, restricted stock, and stock option awards which are included in the condensed consolidated financial statements, is as follows (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation, net of amounts capitalized |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capitalized stock-based compensation—Property and equipment, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Unrecognized Stock-Based Compensation
A summary of the Company’s remaining unrecognized compensation expense and the weighted-average remaining amortization period as of September 30, 2026, related to its non-vested RSUs, PSUs, restricted stock, and stock option awards is presented below (in millions, except time period amounts):
|
|
Unrecognized |
|
|
Weighted- |
|
||
Restricted stock units |
|
$ |
|
|
|
|
||
Performance-based restricted stock units |
|
|
|
|
|
|
||
Restricted stock |
|
|
|
|
|
|
||
Stock options |
|
|
|
|
|
|
||
18. INCOME TAXES
For the three months ended September 30, 2026, the Company recognized an income tax benefit of $
For the nine months ended September 30, 2026, the Company recognized an income tax benefit of $
As of September 30, 2026 and December 31, 2025, the Company maintains a valuation allowance against the majority of its U.S. and Swiss deferred tax assets.
38
19. NET INCOME (LOSS) PER SHARE
The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except share and per share amounts):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Basic net income (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Less: Net income (loss) attributable to |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Less: Undistributed earnings allocated to |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net income (loss) attributable to IonQ, |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share attributable to |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted net income (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Less: Net income (loss) attributable to |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Less: Reallocated undistributed earnings |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Less: Gain (loss) on change in fair value of |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net income (loss) attributable to IonQ, |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Add: Dilutive impact of potential common |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share attributable to |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
For the three months ended September 30, 2026, diluted net income per share calculated under the two-class method was more dilutive.
The following table is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net income (loss) per common share. Common stock equivalents contingent upon the satisfaction of certain conditions are included in the following table to the extent the shares would be
39
issuable if the end of the period was the end of the contingency period and based on the actual achievement of performance metrics through the end of the period.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Common stock options outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants to purchase common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested performance-based restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested early exercised stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
20. LEASES
The Company has operating and finance leases for its facilities. The weighted-average remaining lease term and weighted-average discount rates related to leases were as follows:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
||
Finance leases |
|
|
|
|
|
|
||
Weighted-average discount rate |
|
|
|
|
|
|
||
Operating leases |
|
|
% |
|
|
% |
||
Finance leases |
|
|
% |
|
|
% |
||
The components of lease cost were as follows (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating lease cost(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total finance lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
40
Supplemental cash flow and other information related to leases was as follows (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cash payments (receipts) included in the |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finance leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Supplemental balance sheet information related to leases is as follows (in thousands):
|
|
|
|
September 30, |
|
|
December 31, |
|
||
Leases |
|
Classification |
|
2026 |
|
|
2025 |
|
||
Right-of-use assets |
|
|
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
Other noncurrent assets |
|
$ |
|
|
$ |
|
||
Finance lease right-of-use assets |
|
Property and equipment, net |
|
|
|
|
|
|
||
Total lease right-of-use assets |
|
|
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
|
|
||
Current portion of operating lease liabilities |
|
Accrued expenses and |
|
|
|
|
|
|
||
Operating lease liabilities, net of current portion |
|
Other noncurrent |
|
|
|
|
|
|
||
Total operating lease liabilities |
|
|
|
|
|
|
|
|
||
Finance lease liabilities |
|
|
|
|
|
|
|
|
||
Current portion of finance lease liabilities |
|
Accrued expenses and |
|
|
|
|
|
|
||
Finance lease liabilities, net of current portion |
|
Other noncurrent |
|
|
|
|
|
|
||
Total finance lease liabilities |
|
|
|
|
|
|
|
|
||
Total lease liabilities |
|
|
|
$ |
|
|
$ |
|
||
As of September 30, 2026, maturities of lease liabilities are as follows (in thousands):
|
|
Operating Leases |
|
|
Finance Leases |
|
||
Year Ending December 31, |
|
|
|
|
|
|
||
2026 |
|
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
Total lease payments |
|
$ |
|
|
$ |
|
||
Less: imputed interest |
|
|
( |
) |
|
|
( |
) |
Less: lease incentives |
|
|
( |
) |
|
|
|
|
Present value of lease liabilities |
|
$ |
|
|
$ |
|
||
21. VARIABLE INTEREST ENTITY AND RELATED PARTY TRANSACTIONS
Through the SkyWater acquisition the Company began consolidating a real estate variable interest entity that owns the Company’s Minnesota facility. The VIE was established for the purpose of holding real estate and facilitating real estate transactions. This included facilitating the purchase of the land and building of the Company’s Minnesota facility with proceeds from a bank loan (refer to Note 13) and managing the leaseback of the land and building to the Company. Management determined that the real estate entity meets the definition of a VIE and that the Company is its primary beneficiary. Accordingly, the Company consolidates the
41
VIE’s assets, liabilities, and results of operations, eliminates any transactions between the Company and the VIE, and records a noncontrolling interest for the economic interest in the VIE attributable to parties other than the Company’s common stock shareholders. The creditors of the VIE do not have recourse to the general credit of the Company.
The carrying amounts of the VIE’s assets and liabilities that are consolidated by the Company as of September 30, 2026, prior to the elimination of intercompany balances, include the following (in thousands):
|
|
|
|
September 30, |
|
|
|
|
Classification |
|
2026 |
|
|
Finance receivable |
|
|
|
|
|
|
Long-term financing receivable |
|
Other noncurrent assets |
|
$ |
|
|
Total financing receivable |
|
|
|
|
|
|
Debt |
|
|
|
|
|
|
Current portion of long-term debt |
|
Current portion of long-term debt |
|
|
|
|
Long-term debt, less current portion and |
|
Long-term debt, less current portion |
|
|
|
|
Total debt |
|
|
|
$ |
|
|
Revenue and expenses that are consolidated by the Company related to the VIE for the three and nine months ended September 30, 2026, prior to the elimination of intercompany balances, are not material.
Management has also determined that the VIE meets the definition of a related party. The Company is in an agreement to lease the Minnesota land and building facility from the VIE.
|
|
Future Minimum Lease Commitments |
|
|
Year Ending December 31, |
|
|
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
$ |
|
|
Less: imputed interest |
|
|
( |
) |
Total |
|
$ |
|
|
22. SEGMENT INFORMATION
Effective upon the closing of the SkyWater Acquisition on July 31, 2026, the Company’s Chairman and Chief Executive Officer, who is the chief operating decision maker (“CODM”), began making operating decisions, allocating resources, and assessing performance across
IonQ Platform offers quantum platform solutions across computing, networking, sensing, and security, including the design, development, construction, and sale of quantum ecosystem hardware together with related maintenance and support, access to QCaaS, consulting services related to co-developing algorithms and other services related to the Company’s quantum products, and providing satellite imagery and data from its constellation of satellites through its online platform.
SkyWater Foundry Services is a semiconductor foundry providing foundational-node semiconductor manufacturing, advanced technology development, and advanced packaging services through an integrated, multi-site model.
42
The Company defines segment operating income (loss) as total revenue, including intersegment revenue, less cost of revenue, research and development, and depreciation and amortization. The Company excludes sales and marketing, general and administrative, stock-based compensation, gain (loss) on change in fair value of warrant liabilities, interest income, interest expense, offering costs associated with warrants, and other income (expense) from segment operating income (loss). Intersegment results are eliminated in consolidation.
|
|
Three Months Ended |
|
|||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
IonQ Platform |
|
|
SkyWater Foundry Services |
|
|
Total |
|
|
IonQ Platform |
|
|
SkyWater Foundry Services |
|
|
Total |
|
||||||
Revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eliminations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intersegment revenue elimination |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating costs and expenses excluding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment operating income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: Unallocated items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales and marketing, excluding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
General and administrative, excluding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Gain) loss on change in fair value of |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Interest income, net |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Offering costs associated with warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other (income) expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) before income tax benefit |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
( |
) |
|||||
43
|
|
Nine Months Ended |
|
|||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
IonQ Platform |
|
|
SkyWater Foundry Services |
|
|
Total |
|
|
IonQ Platform |
|
|
SkyWater Foundry Services |
|
|
Total |
|
||||||
Revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eliminations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intersegment revenue elimination |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating costs and expenses excluding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment operating income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: Unallocated items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales and marketing, excluding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
General and administrative, excluding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Gain) loss on change in fair value of |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Interest income, net |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Offering costs associated with warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other (income) expense, net |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Income (loss) before income tax benefit |
|
|
|
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
$ |
( |
) |
||||
23. SUBSEQUENT EVENTS
On
On October 14, 2026, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC, providing for the offer and sale of
44
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believes,” “expects,” “intends,” “estimates,” “projects,” “anticipates,” “will,” “plan,” “may,” “should,” “could,” or similar language are intended to identify forward-looking statements.
It is routine for our internal projections and expectations to change throughout the year, and any forward-looking statements based upon these projections or expectations may change prior to the end of the next quarter or year. Readers of this Quarterly Report on Form 10-Q are cautioned not to place undue reliance on any such forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Risks and uncertainties are identified under “Risk Factors” in Part II, Item 1A herein and in our other filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements included herein are made only as of the date hereof. Unless otherwise required by law, we do not undertake, and specifically disclaim, any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise after the date of such statement.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, and our audited consolidated financial statements and related notes for the year ended December 31, 2025, filed with the SEC on February 25, 2026.
Overview
We are developing quantum products designed to solve some of the world’s most complex problems and transform business, society and the planet for the better. We believe that our proprietary technology, our architecture and the technology exclusively available to us through license agreements will offer us advantages both in research and development and in the commercial value of our product offerings.
Additionally, following the acquisition of SkyWater Technology, Inc. on July 31, 2026, we own a U.S.-based semiconductor foundry. As a result, beginning in the third quarter of 2026, we have two reportable segments: IonQ Platform and SkyWater Foundry Services.
Through our IonQ Platform segment, we sell specialized quantum computing hardware, together with complementary products and services, such as quantum networking, quantum sensing and quantum security products and associated maintenance and support. We also sell access to several quantum computers of various qubit capacities and are in the process of researching and developing technologies for quantum computers with increasing computational capabilities. We currently make access to our quantum computers available through three major cloud platforms, Amazon Web Services’, or AWS’s, Braket, Microsoft’s Azure Quantum and Google’s Cloud Marketplace, and also to select customers via our own cloud service. This cloud-based approach enables the broad availability of quantum-computing-as-a-service, or QCaaS.
We supplement our offerings with professional services focused on assisting our customers in applying quantum computing and our quantum networking, quantum sensing and quantum security solutions to their businesses. We also sell full quantum computing systems to customers, either over the cloud or on premises. Additionally, through a network of satellites, we offer data-as-a-service products to customers, including synthetic-aperture radar imaging. We are developing satellite solutions intended to enable quantum-secure global communications and, through combining our satellite platform with our quantum sensing products, we intend to offer advanced quantum positioning, navigation and timing services in the future.
Through our SkyWater Foundry Services segment we provide foundational-node semiconductor foundry manufacturing, advanced technology development, and advanced packaging services through an integrated, multi-site operating model, with fabrication facilities in Minnesota and Texas and a packaging facility in Florida. We serve quantum and classical semiconductor customers, including commercial and government customers that require secure, domestic manufacturing. Our foundry also supplies components for our own quantum products. We believe that owning a U.S.-based foundry will advance our quantum computing
45
technology by providing access to semiconductor manufacturing and advanced packaging capabilities and SkyWater Foundry Services’ Technology as a Service platform.
Our condensed consolidated results of operations include the results of SkyWater from the acquisition date. Accordingly, our results for the three and nine months ended September 30, 2026 are not directly comparable to those of prior periods. We eliminate transactions between our segments in consolidation. Before the acquisition, SkyWater recognized its sales of advanced technology development services to us as revenue. From the acquisition date, we eliminate those sales, and our consolidated revenue includes only revenue from third-party customers.
We are still in the early stages of commercial growth. Since our inception we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend heavily on the successful development and further commercialization of our quantum computing systems and networks, and on the performance of our foundry operations. Our losses from operations were $1,041.8 million and $405.1 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, we had an accumulated deficit of $1,692.5 million. We expect to continue to incur significant losses for the foreseeable future as we prioritize reaching the technical milestones necessary to achieve an increasingly higher number of stable qubits and higher levels of fidelity than presently exist. These milestones are prerequisites for quantum computing to reach broad quantum advantage.
From time to time, we have acquired, or invested in, complementary businesses, and intend to continue to evaluate making such acquisitions and investments. For more information on recent acquisitions and investments and their impact on our business, refer to Note 3, Business Combinations and Note 5, Fair Value Measurements in the notes to our condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q.
On November 3, 2026, we completed our previously announced acquisition of Elisity, Inc. (“Elisity”), a Zero Trust security company. We believe this acquisition will position us to help customers protect their critical infrastructure and enterprise networks as they prepare for a future shaped by quantum technologies.
Impact of the Macroeconomic Climate on Our Business
Our business, results of operations and financial condition are affected by global economic, geopolitical and market conditions, which have recently been marked by heightened volatility and uncertainty. In September 2026, the U.S. Federal Reserve raised its benchmark interest rate for the first time since 2023, citing persistent inflation driven in part by elevated energy prices, and has indicated that further increases are possible. Elevated or rising interest rates and inflation may increase our operating costs, adversely affect the fair value of our investment portfolio, reduce or delay customer spending and make it more difficult or costly for us to obtain financing on acceptable terms, if at all, should we seek additional capital.
Following our acquisition of SkyWater on July 31, 2026, we now operate semiconductor fabrication facilities in the United States. As a result, we have become more exposed to macroeconomic factors that affect the semiconductor industry. These include the industry’s cyclical demand, fluctuations in end-market demand and the cost and availability of energy, specialty gases, chemicals, raw materials and manufacturing equipment. The SkyWater business has a significant fixed cost base, and we may not be able to reduce costs in proportion to any decline in demand. The ongoing conflict in the Middle East, including the disruption of shipping through the Strait of Hormuz, has contributed to significant volatility in energy prices and to global shortages of certain industrial inputs. A prolonged disruption could increase our costs, constrain production or delay deliveries to our customers.
Trade policy also remains uncertain. Following the U.S. Supreme Court’s February 2026 decision invalidating tariffs imposed under the International Emergency Economic Powers Act, the U.S. government has pursued and may continue to pursue tariffs under other statutory authorities, including tariffs on semiconductor imports and products containing semiconductors under Section 232 of the Trade Expansion Act of 1962, which the U.S. government has indicated it intends to expand. The scope, timing and effect of these measures, related exemptions or offset programs, retaliatory measures by U.S. trading partners and export controls and restrictions on critical minerals (including rare earth elements) imposed by the United States, China or other countries are difficult to predict. Any of them could increase our costs for imported equipment, components and materials, disrupt our supply chain or affect demand for our products and services and those of our customers.
Although we do not believe that inflation or the other factors described above have had a material impact on our financial position or results of operations to date, we may experience increased operating costs in the future, including as a result of supply chain constraints, energy and commodity price volatility, tariffs and trade restrictions, geopolitical tensions and armed conflicts (including in the Middle East and Ukraine) and labor availability and wage increases, any of which may place additional stress on our working capital resources. We continue to monitor these conditions, and their ultimate effect on our business remains uncertain.
46
Key Components of Results of Operations
Revenue
The Company primarily derives revenue within its IonQ Platform segment 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”), 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. In addition, through its SkyWater Foundry Services segment, the Company provides foundational-node semiconductor manufacturing, advanced technology development, and advanced packaging services through an integrated, multi-site operating model, including providing process development services through its advanced technology services development, manufacturing highly-customized wafers, and procuring tools on behalf of certain customers.
The Company applies the provisions of the FASB Accounting Standards Codification, 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:
Certain of the Company’s contracts contain multiple promised goods and services. The Company evaluates the promised goods and services in each contract to determine whether they are distinct performance obligations based on whether the customer can benefit from the good or service on its own or together with other readily available resources and whether the promise is separately identifiable from other promises in the contract. Consistent with the guidance in ASC 606, in identifying performance obligations, the Company considers the nature of the promised goods and services, the degree of integration between promises, whether any good or service significantly modifies or customizes another promised good or service, or whether the goods and services are highly interdependent or interrelated.
The transaction price represents the amount of consideration the Company expects to be entitled to in exchange for transferring the promised goods or services to the customer, including estimates of variable consideration. The Company estimates variable consideration using either the expected value or most likely amount method, depending on the nature of the arrangement, and includes such amounts in the transaction price only to the extent it is probable that a significant revenue reversal will not occur. The Company applies judgment and takes into account historical experience, contractual terms, and expected customer behavior to best predict the amount of consideration to which it expects to be entitled under these contracts.
When there are multiple performance obligations in a contract, the Company allocates the transaction price to each performance obligation based on relative standalone selling prices. 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 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.
47
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. The Company applies judgment to determine a reasonable method to measure progress and to estimate total expected effort, primarily using a cost-to-cost input method or output method. 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 contracts for which progress is measured using the input method, the Company believes the cost-to-cost input method faithfully depicts its performance in transferring control of the related goods and services because costs incurred are directly correlated with the Company’s efforts to satisfy the performance obligation. For contracts measuring progress using the output method, the Company believes the outputs demonstrate a level of uniformity in the transfer of the service to our customers that faithfully depicts performance on these obligations.
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, or equity instruments granted to a customer in connection with selling goods or services. 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. Where the Company concludes that such payments are in exchange for a distinct good or service, the Company accounts for the transaction as a purchase of that good or service, provided the amount does not exceed the fair value of the distinct good or service received.
Fees are generally billed over the course of the arrangement based on an agreed upon billing schedule, and may have terms that are considered variable consideration, as well as financing components. Certain of our contracts are 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 condensed consolidated balance sheets.
For the three and nine months ended September 30, 2026 and 2025, 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 we do 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.
IonQ Platform Segment
Revenues related to the sale of quantum computers is recognized over time, based on when control transfers to the customer. Consistent with ASC 606, revenue related to the other performance obligations in these arrangements, such as maintenance, is recognized over time on a straight-line basis over the contractual service periods, consistent with the stand ready nature of these obligations. 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.
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 determined by customer contract terms. For certain contracts, control transfers upon shipment or delivery based on customary incoterms, and for certain contracts, control transfers upon completion of the required services or installation.
The Company has determined that its QCaaS contracts represent a combined, stand-ready performance obligation to provide access to its quantum computing systems. 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 or satellite imagery, fixed fees are recognized on a straight-line basis over the access period. Variable usage fees are recognized in the period they occur.
48
Certain of the Company’s arrangements for sales of quantum computers include provisions that allow customers to sell QCaaS access to the Company for fixed amounts paid over time. The Company has determined that the QCaaS purchased from customers is distinct from the goods or services that the Company has promised to its customers because the customer can benefit from the computer without selling QCaaS to the Company and the Company can satisfy its obligation to sell the computer independent from its contingent obligation to purchase QCaaS. To the extent a customer sells QCaaS to the Company, the Company recognizes the cost of purchases as expense over the term of the access.
SkyWater Foundry Services Segment
Revenues related to quantum foundry and advanced technologies as well as CMOS foundry contracts are recognized over time using either an output or input method based upon the method that best measures the value of the services performed for the Company’s customers. Whether an output or input method is selected requires judgment. The Company consistently uses either its output method or input method for similar performance obligations in similar circumstances. The Company’s output method, primarily applied to certain quantum foundry and advanced technologies contracts and CMOS foundry contracts, evaluates the steps and activities needed to complete manufacturing development services and relies on surveys of steps and activities completed as of the reporting date in relation to then current manufacturing development plans to measure the level of progress on the service.
Certain of the Company’s customer contracts acquired via the acquisition of SkyWater were determined to have pricing not reflective of market conditions at the time of acquisition. These contracts were identified as including off-market components that resulted in the recognition of contract liabilities in the Company’s purchase accounting for the acquisition of SkyWater. These contract liabilities are released and recognized as revenue over the remaining performance period using either an output or input method.
Quantum foundry and advanced development contracts can include tool capacity or priority access rights and/or fab access right performance obligations. These arrangements do not represent lessor arrangements as the Company is not providing its customers the right to control specific tools or areas in the fab. Revenue for these arrangements are recognized over time as the access rights are provided to customers.
Operating Costs and Expenses
Cost of revenue
Cost of revenue primarily consists of expenses related to the delivery of the Company’s quantum and foundry products and services, including personnel-related expenses, hardware, gases and other fulfillment costs, allocated overhead costs for customer facing functions, and costs associated with maintaining the Company’s in-service quantum computing systems, satellites and foundry 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 expenses, including salaries, benefits and stock-based compensation, and allocated overhead costs for our research and development functions. 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 products, networks, foundry services, and other products as well as satellites. Design and development efforts continue throughout the useful life of our quantum computing systems and satellites to ensure proper calibration and optimal functionality. Research and development expenses also include purchased hardware and software costs for research purposes that are not probable of providing a future economic benefit and have no alternate future use as well as costs associated with third-party research and development arrangements.
Sales and marketing
Sales and marketing expenses consist of personnel-related expenses, including salaries, commissions, benefits and stock-based compensation, costs for direct advertising, marketing and promotional expenditures and allocated overhead costs for our sales and marketing functions. We expect to continue to make the necessary sales and marketing investments to enable us to increase our market penetration and expand our customer base.
General and administrative
49
General and administrative expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated overhead costs for our corporate, executive, finance, and other administrative functions. General and administrative expenses also include expenses for outside professional services, including legal, auditing and accounting services, recruitment expenses, information technology, travel expenses, certain non-income taxes, insurance, changes in fair value of contingent consideration, and other administrative expenses. We expect our general and administrative expenses to increase for the foreseeable future as we scale our support functions with the growth of our business.
Depreciation and amortization
Depreciation and amortization expense results from depreciation and amortization of our property and equipment, including our quantum computing systems, satellites, buildings, machinery and equipment, and intangible assets that are recognized over their estimated lives.
Nonoperating Costs and Expenses
Gain (loss) on change in fair value of warrant liabilities
The gain (loss) on change in fair value of warrant liabilities consists of mark-to-market fair value adjustments recorded associated with the public warrants and Series A and Series B prefunded and private warrants.
Interest income, net
Interest income, net primarily consists of income earned on our money market funds and other available-for-sale investments.
Interest expense
Interest expense primarily consists of interest incurred on the VIE Financing and Tool Financing Loans.
Offering costs associated with warrants
Offering costs associated with warrants consist of transaction costs that have been allocated to the prefunded and private warrants and were expensed upon completion of the equity offering based on the relative fair value of the equity issued and the liability-classified warrants.
Other income (expense), net
Other income (expense), net consists of gains and losses that arise from changes in fair value of investments, fluctuations in foreign currency exchange rates, and certain other nonoperating expenses.
Income tax benefit (expense)
Income tax benefit (expense) consists of income tax benefits related to deferred taxes and income tax benefit (expense) related to foreign jurisdictions in which we conduct business, as well as impacts on our valuation allowances as a result of acquisitions.
50
Consolidated Results of Operations
The following table sets forth our condensed consolidated statements of operations for the periods indicated:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Revenue |
|
$ |
173,831 |
|
|
$ |
39,866 |
|
|
$ |
318,549 |
|
|
$ |
68,126 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue (excluding depreciation and amortization)(1) |
|
|
135,804 |
|
|
|
21,253 |
|
|
|
245,168 |
|
|
|
33,895 |
|
Research and development(1) |
|
|
141,670 |
|
|
|
66,298 |
|
|
|
428,037 |
|
|
|
209,610 |
|
Sales and marketing(1) |
|
|
48,526 |
|
|
|
14,441 |
|
|
|
110,857 |
|
|
|
33,928 |
|
General and administrative(1) |
|
|
153,264 |
|
|
|
82,505 |
|
|
|
359,454 |
|
|
|
154,418 |
|
Depreciation and amortization |
|
|
127,642 |
|
|
|
24,182 |
|
|
|
216,858 |
|
|
|
41,359 |
|
Total operating costs and expenses |
|
|
606,906 |
|
|
|
208,679 |
|
|
|
1,360,374 |
|
|
|
473,210 |
|
Loss from operations |
|
|
(433,075 |
) |
|
|
(168,813 |
) |
|
|
(1,041,825 |
) |
|
|
(405,084 |
) |
Gain (loss) on change in fair value of warrant liabilities |
|
|
896,156 |
|
|
|
(881,847 |
) |
|
|
304,669 |
|
|
|
(882,930 |
) |
Interest income, net |
|
|
19,844 |
|
|
|
14,437 |
|
|
|
80,057 |
|
|
|
26,469 |
|
Interest expense |
|
|
(2,315 |
) |
|
|
— |
|
|
|
(2,315 |
) |
|
|
— |
|
Offering costs associated with warrants |
|
|
— |
|
|
|
(22,847 |
) |
|
|
— |
|
|
|
(22,847 |
) |
Other income (expense), net |
|
|
(59,198 |
) |
|
|
(980 |
) |
|
|
4,387 |
|
|
|
(697 |
) |
Income (loss) before income tax benefit (expense) |
|
|
421,412 |
|
|
|
(1,060,050 |
) |
|
|
(655,027 |
) |
|
|
(1,285,089 |
) |
Income tax benefit (expense) |
|
|
141,702 |
|
|
|
4,438 |
|
|
|
154,151 |
|
|
|
19,695 |
|
Net income (loss) |
|
$ |
563,114 |
|
|
$ |
(1,055,612 |
) |
|
$ |
(500,876 |
) |
|
$ |
(1,265,394 |
) |
Net income (loss) attributable to noncontrolling interests |
|
|
(843 |
) |
|
|
(657 |
) |
|
|
(2,451 |
) |
|
|
(1,349 |
) |
Net income (loss) attributable to IonQ, Inc. |
|
$ |
563,957 |
|
|
$ |
(1,054,955 |
) |
|
$ |
(498,425 |
) |
|
$ |
(1,264,045 |
) |
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Cost of revenue |
|
$ |
14,177 |
|
|
$ |
4,247 |
|
|
$ |
46,289 |
|
|
$ |
7,125 |
|
Research and development |
|
|
44,853 |
|
|
|
31,766 |
|
|
|
161,172 |
|
|
|
125,392 |
|
Sales and marketing |
|
|
23,622 |
|
|
|
6,560 |
|
|
|
54,164 |
|
|
|
16,488 |
|
General and administrative |
|
|
64,254 |
|
|
|
30,372 |
|
|
|
155,643 |
|
|
|
56,361 |
|
Comparison of the Three Months Ended September 30, 2026 and 2025
Revenue
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Revenue |
|
$ |
173,831 |
|
|
$ |
39,866 |
|
|
$ |
133,965 |
|
|
|
336 |
% |
Revenue increased by $134.0 million, or 336%, to $173.8 million for the three months ended September 30, 2026, from $39.9 million for the three months ended September 30, 2025. The increase was primarily driven by progress on our arrangements to build specialized quantum computing hardware, as well as increased revenue as a result of acquisitions.
51
Cost of revenue
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Cost of revenue (excluding depreciation and amortization) |
|
$ |
135,804 |
|
|
$ |
21,253 |
|
|
$ |
114,551 |
|
|
|
539 |
% |
Cost of revenue increased by $114.6 million, or 539%, to $135.8 million for the three months ended September 30, 2026, from $21.3 million for the three months ended September 30, 2025. The increase was driven primarily by an increase in labor costs to service contracts for the three months ended September 30, 2026, as well as an increase in materials costs related to quantum products.
Research and development
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Research and development |
|
$ |
141,670 |
|
|
$ |
66,298 |
|
|
$ |
75,372 |
|
|
|
114 |
% |
Research and development expense increased by $75.4 million, or 114%, to $141.7 million for the three months ended September 30, 2026, from $66.3 million for the three months ended September 30, 2025. The increase was primarily driven by an increase of $33.2 million in payroll-related expenses, including an increase in stock-based compensation of $13.1 million, as a result of increased headcount and new equity grants. The remaining increase is primarily due to an increase of $21.0 million in materials, supplies and equipment costs and an increase in costs to support research and development initiatives, including an increase of $19.6 million in professional services and other allocated support costs.
Sales and marketing
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Sales and marketing |
|
$ |
48,526 |
|
|
$ |
14,441 |
|
|
$ |
34,085 |
|
|
|
236 |
% |
Sales and marketing expense increased by $34.1 million, or 236%, to $48.5 million for the three months ended September 30, 2026, from $14.4 million for the three months ended September 30, 2025. The increase was primarily driven by an increase of $28.8 million of payroll-related expenses, including an increase in stock-based compensation of $17.1 million, as a result of increased headcount and new equity grants, as well as increased costs to promote our products and services and other marketing initiatives.
General and administrative
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
General and administrative |
|
$ |
153,264 |
|
|
$ |
82,505 |
|
|
$ |
70,759 |
|
|
|
86 |
% |
General and administrative expenses increased by $70.8 million, or 86%, to $153.3 million for the three months ended September 30, 2026, from $82.5 million for the three months ended September 30, 2025. The increase was primarily driven by an increase of $40.0 million of payroll-related expenses, including an increase in stock-based compensation of $33.9 million, as a result of increased headcount and new equity grants. The remaining increase is primarily due to an increase of $50.0 million in professional service fees and allocated overhead costs, including an increase of $26.4 million in acquisition transaction costs; offset by a $19.7 million decrease in the change in fair value of contingent consideration.
52
Depreciation and amortization
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Depreciation and amortization |
|
$ |
127,642 |
|
|
$ |
24,182 |
|
|
$ |
103,460 |
|
|
|
428 |
% |
Depreciation and amortization expenses increased by $103.5 million, or 428%, to $127.6 million for the three months ended September 30, 2026, from $24.2 million for the three months ended September 30, 2025. The increase was primarily driven by an increase of $64.8 million in depreciation expense associated with acquired SkyWater Foundry Services’ fixed assets, $26.7 million in amortization expense associated with acquired intangible assets, and an increase of $10.6 million in depreciation expense associated with capitalized satellites.
Gain (loss) on change in fair value of warrant liabilities
|
|
Three Months Ended |
|
|
$ |
|
|
% |
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands) |
|
|
|
|
|
|
||||||
Gain (loss) on change in fair value of warrant liabilities |
|
$ |
896,156 |
|
|
$ |
(881,847 |
) |
|
$ |
1,778,003 |
|
|
NM |
NM—Not Meaningful
The change in the fair value of the warrant liabilities was primarily due to the mark-to-market gain recognized on the Series A and Series B warrants, driven by changes in our stock price.
Interest income, net
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Interest income, net |
|
$ |
19,844 |
|
|
$ |
14,437 |
|
|
$ |
5,407 |
|
|
|
37 |
% |
Interest income, net increased by $5.4 million, or 37%, to $19.8 million for the three months ended September 30, 2026, from $14.4 million for the three months ended September 30, 2025. The increase was primarily driven by an increase in interest earned as a result of an increase in the available-for-sale investments balance.
Offering costs associated with warrants
|
|
Three Months Ended |
|
|
$ |
|
|
% |
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands) |
|
|
|
|
|
|
||||||
Offering costs associated with warrants |
|
$ |
— |
|
|
$ |
(22,847 |
) |
|
$ |
22,847 |
|
|
NM |
NM—Not Meaningful
In connection with the issuance of the Series A prefunded and private warrants, $22.8 million of transaction costs were allocated and expensed related to the warrants for the three months ended September 30, 2025.
Other income (expense), net
|
|
Three Months Ended |
|
|
$ |
|
|
% |
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands) |
|
|
|
|
|
|
||||||
Other income (expense), net |
|
$ |
(59,198 |
) |
|
$ |
(980 |
) |
|
$ |
(58,218 |
) |
|
NM |
NM—Not Meaningful
53
Other income (expense), net increased by $58.2 million to $59.2 million of expense for the three months ended September 30, 2026, from less than $1.0 million of expense for the three months ended September 30, 2025. The increase was primarily driven by changes in fair value of strategic investments.
Income tax benefit (expense)
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Income tax benefit (expense) |
|
$ |
141,702 |
|
|
$ |
4,438 |
|
|
$ |
137,264 |
|
|
|
3,093 |
% |
Income tax benefit (expense) increased by $137.3 million, or 3,093%, to a benefit of $141.7 million for the three months ended September 30, 2026, from a benefit of $4.4 million for the three months ended September 30, 2025. The increase was primarily driven by a one-time partial release of U.S. federal and state valuation allowances in the three months ended September 30, 2026.
Comparison of the Nine Months Ended September 30, 2026 and 2025
Revenue
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Revenue |
|
$ |
318,549 |
|
|
$ |
68,126 |
|
|
$ |
250,423 |
|
|
|
368 |
% |
Revenue increased by $250.4 million, or 368%, to $318.5 million for the nine months ended September 30, 2026, from $68.1 million for the nine months ended September 30, 2025. The increase was primarily driven by progress on arrangements to build specialized quantum computing hardware, as well as increased revenue as a result of acquisitions.
Cost of revenue
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Cost of revenue (excluding depreciation and amortization) |
|
$ |
245,168 |
|
|
$ |
33,895 |
|
|
$ |
211,273 |
|
|
|
623 |
% |
Cost of revenue increased by $211.3 million, or 623%, to $245.2 million for the nine months ended September 30, 2026, from $33.9 million for the nine months ended September 30, 2025. The increase was driven primarily by an increase in labor costs to service contracts for the nine months ended September 30, 2026, as well as an increase in materials costs related to quantum products.
Research and development
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Research and development |
|
$ |
428,037 |
|
|
$ |
209,610 |
|
|
$ |
218,427 |
|
|
|
104 |
% |
Research and development expense increased by $218.4 million, or 104%, to $428.0 million for the nine months ended September 30, 2026, from $209.6 million for the nine months ended September 30, 2025. The increase was primarily driven by an increase of $148.6 million in payroll-related expenses, including an increase in stock-based compensation of $90.4 million, as a result of increased headcount and new equity grants, offset by a decrease of $54.6 million in one-time stock-based compensation costs incurred in the nine months ended September 30, 2025, and $86.1 million increase in materials, supplies and equipment costs. The remaining increase is due to an increase in costs to support research and development initiatives, including a $34.8 million increase in professional service fees and allocated overhead costs.
54
Sales and marketing
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Sales and marketing |
|
$ |
110,857 |
|
|
$ |
33,928 |
|
|
$ |
76,929 |
|
|
|
227 |
% |
Sales and marketing expense increased by $76.9 million, or 227%, to $110.9 million for the nine months ended September 30, 2026, from $33.9 million for the nine months ended September 30, 2025. The increase was primarily driven by an increase of $62.8 million of payroll-related expenses, including an increase in stock-based compensation of $37.7 million, as a result of increased headcount and new equity grants, as well as increased costs to promote our products and services and other marketing initiatives.
General and administrative
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
General and administrative |
|
$ |
359,454 |
|
|
$ |
154,418 |
|
|
$ |
205,036 |
|
|
|
133 |
% |
General and administrative expenses increased by $205.0 million, or 133%, to $359.5 million for the nine months ended September 30, 2026, from $154.4 million for the nine months ended September 30, 2025. The increase was primarily driven by an increase of $127.8 million of payroll-related expenses, including an increase in stock-based compensation of $99.3 million, as a result of increased headcount and new equity grants, and an increase of $89.5 million in professional service fees and allocated overhead costs, including an increase of $38.6 million in acquisition transaction and integration costs; offset by a $23.6 million decrease in the change in fair value of contingent consideration.
Depreciation and amortization
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Depreciation and amortization |
|
$ |
216,858 |
|
|
$ |
41,359 |
|
|
$ |
175,499 |
|
|
|
424 |
% |
Depreciation and amortization expenses increased by $175.5 million, or 424%, to $216.9 million for the nine months ended September 30, 2026, from $41.4 million for the nine months ended September 30, 2025. The increase was primarily driven by an increase of $82.9 million in amortization expense associated with acquired intangible assets, an increase of $64.8 million in depreciation expense associated with acquired SkyWater Foundry Services’ fixed assets, and an increase of $21.6 million in depreciation expense associated with capitalized satellites and leasehold improvements.
Gain (loss) on change in fair value of warrant liabilities
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands) |
|
|
|
|
|
|
||||||
Gain (loss) on change in fair value of warrant liabilities |
|
$ |
304,669 |
|
|
$ |
(882,930 |
) |
|
$ |
1,187,599 |
|
|
NM |
NM—Not Meaningful
The change in the fair value of the warrant liabilities was primarily due to the mark-to-market gain recognized for the Series A and Series B warrants, driven by changes in our stock price.
55
Interest income, net
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Interest income, net |
|
$ |
80,057 |
|
|
$ |
26,469 |
|
|
$ |
53,588 |
|
|
|
202 |
% |
Interest income, net increased by $53.6 million, or 202%, to $80.1 million for the nine months ended September 30, 2026, from $26.5 million for the nine months ended September 30, 2025. The increase was primarily driven by an increase in interest earned as a result of an increase in the available-for-sale investments balance.
Offering costs associated with warrants
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands) |
|
|
|
|
|
|
||||||
Offering costs associated with warrants |
|
$ |
— |
|
|
$ |
(22,847 |
) |
|
$ |
22,847 |
|
|
NM |
NM—Not Meaningful
In connection with the issuance of the Series A prefunded and private warrants, $22.8 million of transaction costs were allocated and expensed related to the warrants for the nine months ended September 30, 2025.
Other income (expense), net
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands) |
|
|
|
|
|
|
||||||
Other income (expense), net |
|
$ |
4,387 |
|
|
$ |
(697 |
) |
|
$ |
5,084 |
|
|
NM |
NM—Not Meaningful
Other income (expense), net increased by $5.1 million to $4.4 million for the nine months ended September 30, 2026, from less than $0.7 million for the nine months ended September 30, 2025. The increase was primarily driven by changes in fair value of strategic investments.
Income tax benefit (expense)
|
|
Nine Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Income tax benefit (expense) |
|
$ |
154,151 |
|
|
$ |
19,695 |
|
|
$ |
134,456 |
|
|
|
683 |
% |
Income tax benefit (expense) increased by $134.5 million, or 683%, to a benefit of $154.2 million for the nine months ended September 30, 2026, from a benefit of $19.7 million for the nine months ended September 30, 2025. The increase was primarily driven by a one-time partial release of U.S. federal and state valuation allowances in the nine months ended September 30, 2026.
56
Segment Performance
Our operations are organized into two reportable segments, IonQ Platform and SkyWater Foundry Services. SkyWater Foundry Services' results are included only from the July 31, 2026 acquisition date, so there are no comparable prior-period results, and intersegment revenue is eliminated in consolidation.
We define segment operating income (loss) as total revenue, including intersegment revenue, less cost of revenue, research and development, and depreciation and amortization. See Note 22 for further details.
IonQ Platform
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Revenue |
|
$ |
90,315 |
|
|
$ |
39,866 |
|
|
$ |
235,033 |
|
|
$ |
68,126 |
|
Segment operating income (loss) |
|
|
(105,600 |
) |
|
|
(35,854 |
) |
|
|
(297,398 |
) |
|
|
(84,221 |
) |
Revenue: IonQ Platform revenue increased $50.4 million from $39.9 million for the three months ended September 30, 2025 to $90.3 million for the three months ended September 30, 2026 and it increased $166.9 million from $68.1 million for the nine months ended September 30, 2025 to $235.0 million for the nine months ended September 30, 2026. The increases were primarily driven by progress on our arrangements to build specialized quantum computing hardware, as well as increased revenue as a result of acquisitions.
Segment operating income (loss): IonQ Platform segment operating loss increased $69.7 million from $35.9 million for the three months ended September 30, 2025 to $105.6 million for the three months ended September 30, 2026 and it increased $213.2 million from $84.2 million for the nine months ended September 30, 2025 to $297.4 million for the nine months ended September 30, 2026 The increases were primarily driven by higher cost of revenue, reflecting increased labor costs to service contracts and increased materials costs related to delivering our quantum products. Segment operating loss further increased due to higher research and development expenses, reflecting increased headcount and increased materials, supplies and equipment costs as the Company continues to drive its compute development using chip fabrication services. Prior to the SkyWater acquisition on July 31, 2026, all costs incurred with SkyWater as a third-party supplier were recorded in research and development. Subsequent to the acquisition, all costs are eliminated in consolidation. Segment operating loss also increased due to higher depreciation and amortization, including depreciation of capitalized satellites and amortization of acquired intangible assets.
SkyWater Foundry Services
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Revenue |
|
$ |
100,264 |
|
|
$ |
— |
|
|
$ |
100,264 |
|
|
$ |
— |
|
Segment operating income (loss) |
|
|
(49,907 |
) |
|
|
— |
|
|
|
(49,907 |
) |
|
|
— |
|
Revenue: SkyWater Foundry Services’ revenue was $100.3 million for the three and nine months ended September 30, 2026, covering the period from the July 31, 2026 acquisition date through September 30, 2026. SkyWater Foundry Services’ revenue was composed of $29.8 million of Quantum foundry and advanced technologies revenues, $53.8 million of CMOS foundry revenue and $16.7 million of intersegment revenue, which is eliminated in consolidation and relates primarily to chips fabricated for IonQ Platform. Intersegment costs are recorded in the IonQ Platform segment and eliminated in consolidation.
Segment operating income (loss): Segment operating loss for the three and nine months ended September 30, 2026 was $49.9 million, or (49.8)% of segment revenue, reflecting the first two months of operations following the acquisition. The loss includes $64.8 million of non-cash depreciation on acquired SkyWater Foundry Services’ fixed assets, which were recorded at fair value under ASC 805, as well as non-cash amortization of acquired intangible assets. A portion of the depreciation reflects the fair value step-up above the assets’ historical carrying values. These non-cash charges will continue to affect segment results over the assets' remaining useful lives.
57
Liquidity and Capital Resources
As of September 30, 2026, we had cash, cash equivalents and short-term and long-term investments of $1,662.4 million, excluding restricted cash and cash held by a VIE that we consolidate. This represents a decrease of $1,296.9 million from June 30, 2026, primarily due to the approximately $1,056.4 million of cash paid at the closing of our acquisition of SkyWater on July 31, 2026, consisting of $741.3 million of cash consideration paid to SkyWater stockholders, $245.9 million to repay certain indebtedness, and $69.2 million of transaction costs, as well as cash used in operating activities. We believe that our cash, cash equivalents and investments as of September 30, 2026, will be sufficient to meet our working capital and capital expenditure needs for the next 12 months. Additionally, in October 2026 (see Note 23), we completed an equity offering for aggregate proceeds of $1,990.0 million. We believe we will meet longer term expected future cash requirements and obligations through a combination of available funds from our cash, cash equivalents and investment balances and cash flows from operating activities and, as needed, additional equity or debt financing or other capital sources. However, this determination is based upon internal projections and is subject to changes in market and business conditions. We have incurred significant losses since our inception and as of September 30, 2026, we had an accumulated deficit of $1,692.5 million. During the nine months ended September 30, 2026, we incurred a loss from operations of $1,041.8 million. We expect to incur significant losses for the foreseeable future.
Future Funding Requirements
We expect our principal sources of liquidity will continue to be our cash, cash equivalents and short-term and long-term investments and any additional capital we may obtain through additional equity or debt financings. Our future capital requirements will depend on many factors, including investments in growth and technology. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, services, and technologies, which may require us to seek additional equity or debt financing.
Our primary uses of cash, cash equivalents, and short-term and long-term investments are to fund our operations as we continue to grow our business and our investing activities, including capital expenditures, potential acquisitions, and strategic investments. We require a significant amount of cash for expenditures as we invest in ongoing research and development, commercialization of our products, and our semiconductor foundry operations. Until we generate sufficient cash flows from operating activities to fund our operations, we expect to finance our liquidity needs through our cash, cash equivalents, and short-term and long-term investments, as well as equity or debt financings or other capital sources, including potential collaborations and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise funds through collaborations, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technology on terms that may not be favorable to us and/or may reduce the value of our common stock. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our development efforts. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission.
Our material contractual commitments as of September 30, 2026, primarily relate to the following:
Other than these commitments, cash requirements for the next 12 months are expected to consist primarily of operating expenses and continued investment in our quantum products and semiconductor foundry operations.
58
Cash flows
The following table summarizes our cash flows for the periods indicated:
|
|
Nine Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Net cash provided by (used in) operating activities |
|
$ |
(570,318 |
) |
|
$ |
(208,677 |
) |
Net cash provided by (used in) investing activities |
|
|
(277,070 |
) |
|
|
(873,632 |
) |
Net cash provided by (used in) financing activities |
|
|
28,341 |
|
|
|
1,377,416 |
|
Cash flows from operating activities
Our cash flows from operating activities are significantly affected by the growth of our business, primarily related to research and development, sales and marketing, and general and administrative activities. Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.
Net cash used in operating activities during the nine months ended September 30, 2026, was $570.3 million, resulting primarily from a net loss of $500.9 million, adjusted for non-cash activity, primarily related to the gain recorded as a result of mark-to-market activity for our warrants, stock-based compensation, depreciation and amortization, the gain recorded as a result of the change in fair value of our strategic investments and contingent consideration, deferred income taxes, and other working capital activities. The increase in net cash used in operations from the prior year period was primarily related to increased compensation costs and costs for materials and supplies to support the production of quantum computing systems and satellites, customer contracts, and other research and development activities.
Net cash used in operating activities during the nine months ended September 30, 2025, was $208.7 million, resulting primarily from a net loss of $1,265.4 million, adjusted for non-cash activity, primarily related to stock-based compensation, depreciation and amortization, deferred income taxes, the loss recorded as a result of mark-to-market activity for our warrants, and other working capital activities.
Cash flows from investing activities
Net cash used in investing activities during the nine months ended September 30, 2026, was $277.1 million, primarily resulting from cash paid for acquired businesses, net of cash acquired, and purchases of available-for-sale securities and strategic investments, offset by maturities and sales of available-for-sale securities.
Net cash used in investing activities during the nine months ended September 30, 2025, was $873.6 million, primarily resulting from purchases of available-for-sale securities, cash paid for acquired businesses, net of cash acquired, and additions of property and equipment, offset by cash received from maturities of available-for-sale securities.
Cash flows from financing activities
Net cash provided by financing activities during the nine months ended September 30, 2026, was $28.3 million, primarily resulting from proceeds from stock options and warrants exercised and tax withholding receipts related to equity awards.
Net cash provided by financing activities during the nine months ended September 30, 2025, was $1,377.4 million, primarily resulting from proceeds from the issuance of common stock and warrants, stock options exercised, and warrants exercised.
Indebtedness
VIE Financing
On September 30, 2020, our consolidated VIE, assumed as part of the SkyWater Acquisition, entered into a loan agreement for $39.0 million (the “VIE Financing”) to finance the acquisition of the building and land of our Minnesota facility. The VIE Financing is repayable in equal monthly installments of $0.2 million over 10 years, with the remaining balance payable at the maturity date of October 6, 2030. The interest rate under the VIE Financing is fixed at 3.44%. The VIE Financing is guaranteed by the sole equity holder of the VIE. The VIE Financing is not subject to financial debt default covenants.
59
The terms of the VIE Financing include provisions that grant the lender several protective rights when certain triggering events defined in the loan agreement occur, including events tied to our occupancy of the Minnesota facility and our financial performance. The occurrence of a triggering event does not represent a default event as per the loan agreement, nor does it result in the VIE Financing becoming callable, rather the protective rights become enforceable by the lender. No triggering events as defined in the loan agreement existed as of September 30, 2026.
The VIE Financing is secured by a security interest in the building and land of our Minnesota facility.
Tool Financing Loan
We enter into financing agreements with equipment lenders to finance the purchase of tools that may, or may not, result in equipment lenders advancing payments to fund the acquisition, installation and qualification of tools. When tools are received and placed into service, we execute sales agreements to transfer ownership of the tools to the equipment lender and concurrently enter into debt agreements to repay the equipment lender the acquisition cost of the tool over a period of time, typically three years. The sales agreements include bargain purchase options at the end of the lease terms, which we intend to exercise; accordingly, these transactions represent failed sale leasebacks with the associated tools recorded in property and equipment, net and the proceeds received, net of scheduled repayments of the financings, recorded as long-term debt on the condensed consolidated balance sheets. Tool financing loans primarily consist of a semiconductor manufacturing tool loan which is repayable in equal monthly installments of $0.8 million at an interest rate of 11.1%, and this loan matures in March of 2031.
Critical Accounting Estimates
This discussion and analysis of financial condition and results of operations is based upon the Company’s condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Critical accounting estimates are defined as those reflective of significant judgments, estimates and uncertainties, which may result in materially different results under different assumptions and conditions. Within our Annual Report on Form 10-K, we have disclosed our critical accounting estimates that we believe to have the greatest potential impact on our consolidated financial statements. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.
There have been no material changes to our critical accounting estimates from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K.
Recently Issued and Adopted Accounting Standards
See Note 2, Summary of Significant Accounting Policies, in the notes to our condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk related to changes in interest rates and concentration of credit. For a discussion of quantitative and qualitative disclosures about market risk, see Item 7A of Part II of our Annual Report on Form 10-K. No material changes related to our market risks have occurred since December 31, 2025.
Item 4. Controls and Procedures
In July 2026, we acquired SkyWater Technology, Inc. and its subsidiaries (collectively “SkyWater”). As disclosed in Item 9A. “Controls and Procedures” in SkyWater’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025, SkyWater had previously identified material weaknesses in its internal control over financial reporting relating to its revenue accounting process and the performance of account reconciliations at Spansion Fab 25, LLC (“Fab 25”) following SkyWater’s acquisition of Fab 25 in June 2025. As a result of our acquisition of SkyWater on July 31, 2026, as well as the significance of SkyWater’s operations to our condensed consolidated financial statements, subsequent to the acquisition of SkyWater, these material weaknesses represent material
60
weaknesses in our internal control over financial reporting. In connection with our acquisition of SkyWater on July 31, 2026, management intends to exclude SkyWater’s internal control over financial reporting from the scope of management’s annual assessment of the effectiveness of our internal control over financial reporting as of December 31, 2026, in accordance with SEC staff guidance applicable to recently acquired businesses.
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 Securities Exchange Act of 1934, as amended, or 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.
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 Quarterly Report on Form 10-Q. Based on such evaluation, and in consideration of the material weaknesses previously identified at SkyWater, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026, our disclosure controls and procedures were not effective to ensure: (i) that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses described herein did not result in a material misstatement to our previously issued consolidated financial statements, nor in the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Changes in Internal Control over Financial Reporting
As described above, our acquisition of SkyWater on July 31, 2026, results in our incorporation of SkyWater’s previously identified material weaknesses in its revenue accounting process and its Fab 25 account reconciliation controls, which represent a change in our internal control over financial reporting. As described below, we are taking steps to remediate the material weaknesses. Other than the changes resulting from the acquisition of SkyWater, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Material Weakness in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
As a result of the SkyWater Acquisition, the material weaknesses previously identified by SkyWater became material weaknesses in our internal control over financial reporting.
The material weakness related to SkyWater’s revenue accounting process resulted from inadequate monitoring and administration of privileged access to SkyWater’s manufacturing application and its related databases. Because of these design gaps in IT general controls, the completeness and accuracy of information derived from this application could have been adversely impacted. IT-dependent manual controls within revenue accounting process that rely on such information were therefore also deemed ineffective.
The material weakness related to account reconciliations resulted from the ineffective operation of account reconciliation controls at Fab 25.
Remediation Plan for Material Weaknesses
61
To remediate the material weaknesses described above, we, with the oversight of the Audit Committee of our Board of Directors (the “Audit Committee”), have been pursuing a remediation plan, which includes implementing additional controls over financial reporting and enhancing the design of existing internal controls over financial reporting.
The actions taken to remediate the revenue accounting process material weakness have included the design and implementation of a series of IT general controls over privileged access to SkyWater’s manufacturing application and its related databases, including controls over privileged access administration and controls to monitor, validate and approve (1) changes made to the design and function of the manufacturing application and its related databases; and (2) changes made to data processed by the manufacturing application and retained in the related databases.
The actions taken to remediate the account reconciliation material weakness have included integrating Fab 25’s accounting process onto its Enterprise Resource Planning system, terminating existing accounting services provided by the prior owner of Fab 25 via a transition services agreement, and implementing common accounting processes and reconciliation controls at Fab 25.
While these remediation steps have been completed, we will not be able to conclude that these material weaknesses are remediated until testing validates that the process changes and controls have operated effectively for a sustained period.
As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weaknesses described above, we may determine that additional measures or time are required to address the issues fully, or that we need to modify or otherwise adjust the remediation actions described above. We will also continue to assess the effectiveness of our remediation efforts in connection with our evaluation of our internal control over financial reporting. The revenue accounting process material weakness and the Fab 25 account reconciliation material weakness cannot be considered remediated until our remediation plans are completed and the effectiveness of the remedial actions is validated.
62
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.
The information required to be set forth under this heading is incorporated by reference from Note 12, Commitments and Contingencies, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors.
There have been no material changes to the risk factors previously disclosed in Item 1A “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 and Item 1A “Risk Factors” in Part II of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider those risk factors, which could materially and adversely affect our business, financial condition and results of operations. Those risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
On
On
On
63
Item 6. Exhibits.
(a) Exhibits.
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.
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^ |
Agreement and Plan of Merger, dated as of October 9, 2026, by and among IonQ, Inc., Espresso Acquisition Sub, Inc., Elisity Inc. and Fortis Advisors LLC, solely in its capacity as the representative of the securityholders. |
|
X |
8-K |
2.1 |
October 13, 2026 |
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
10.1+
|
SkyWater Technology, Inc. 2021 Equity Incentive Plan |
X
|
|
|
|
|
|
|
|
|
|
|
|
31.1 |
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
X |
|
|
|
|
|
|
|
|
|
|
|
31.2 |
Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), 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 |
|
|
|
|
|
|
|
|
|
|
|
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 |
|
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101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
X |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101). |
X |
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|
^ |
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
+ |
Indicates a management contract or compensatory plan. |
* |
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 this Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing. |
64
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, thereunto duly authorized.
|
|
IonQ, Inc. |
|
|
|
|
|
Date: November 5, 2026 |
|
/s/ Niccolo M. de Masi |
|
|
|
Name: |
Niccolo M. de Masi |
|
|
Title: |
Chairman of the Board and Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
|
|
Date: November 5, 2026 |
|
/s/ Inder M. Singh |
|
|
|
Name: |
Inder M. Singh |
|
|
Title: |
Chief Financial Officer and Chief Operating Officer |
|
|
|
(Principal Financial and Accounting Officer) |