IonQ files prospectus for resale of 1,958,951 shares

IonQ, Inc. reported that on August 7, 2026 it filed a prospectus supplement with the SEC under its existing Registration Statement on Form S-3ASR, originally filed on February 26, 2025.

Rhea-AI Filing Summary

IonQ, Inc. reported that on August 7, 2026 it filed a prospectus supplement with the SEC under its existing Registration Statement on Form S-3ASR, originally filed on February 26, 2025. The supplement covers the resale by certain selling stockholders of an aggregate of 1,958,951 shares of IonQ common stock, par value $0.0001 per share.

A legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the validity of the shares is included as Exhibit 5.1, with the related consent provided as Exhibit 23.1. An Inline XBRL cover page data file is also included as Exhibit 104.

Filing Explained

The filing registers 1,958,951 shares for possible resale; it does not report a completed sale or new IonQ issuance.

The August 7 Form 8-K places the disclosure under Item 3.02, while its text describes a prospectus supplement covering resale by selling stockholders; it reports no completed sale or company issuance.

Under the supplied S-3 definition, this creates registered capacity for future sales without a new registration each time; it does not itself sell shares.

The structural change is therefore a registered resale pathway, not a reported change in IonQ's share count or cash proceeds. The filing gives no sale price, proceeds, or completion date to establish when or on what terms any resale occurred.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares covered for resale: 1,958,951 shares Par value per share: $0.0001 per share S-3ASR filing date: February 26, 2025 +2 more

5 metrics

Shares covered for resale 1,958,951 shares Aggregate IonQ common shares covered by the prospectus supplement for resale

Par value per share $0.0001 per share Par value of IonQ common stock covered by the resale registration

S-3ASR filing date February 26, 2025 Date IonQ’s Registration Statement on Form S-3ASR was filed with the SEC

S-3ASR file number 333-285279 SEC file number for IonQ’s Registration Statement on Form S-3ASR

Prospectus supplement date August 7, 2026 Date IonQ filed the prospectus supplement covering the resale shares

Key Terms

prospectus supplement, Registration Statement on Form S-3ASR, selling stockholders, legal opinion

4 terms

prospectus supplement regulatory

"filed with the SEC a prospectus supplement to the prospectus included"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement on Form S-3ASR regulatory

"included in the Company’s Registration Statement on Form S-3ASR filed"

A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.

selling stockholders financial

"covering the resale by certain selling stockholders of an aggregate"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

legal opinion regulatory

"A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton &"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did IonQ (IONQ) disclose in this Form 8-K?

IonQ disclosed that it filed a prospectus supplement under its Form S-3ASR registration statement, covering the resale of 1,958,951 common shares by certain selling stockholders, and filed related legal opinion and consent exhibits.

How many IonQ (IONQ) shares are covered by the new prospectus supplement?

The prospectus supplement covers the resale of an aggregate of 1,958,951 shares of IonQ common stock. These shares have a par value of $0.0001 per share and are being resold by certain selling stockholders.

What registration statement is IonQ (IONQ) using for this resale?

IonQ is using its Registration Statement on Form S-3ASR, which was filed with the SEC on February 26, 2025 under File No. 333-285279. The August 7, 2026 prospectus supplement is tied to that registration.

Who is selling the IonQ (IONQ) shares covered by this disclosure?

The shares are being resold by certain selling stockholders, as described in the prospectus supplement. IonQ’s disclosure focuses on registering these holders’ resales rather than a primary issuance by the company.

Which law firm provided the legal opinion for IonQ’s (IONQ) resale registration?

The legal opinion for the shares covered by the prospectus supplement was provided by Paul, Weiss, Rifkind, Wharton & Garrison LLP, filed as Exhibit 5.1, with its consent included as Exhibit 23.1.

When did IonQ (IONQ) file the prospectus supplement for the resale shares?

IonQ filed the prospectus supplement on August 7, 2026. This supplement relates to its existing Form S-3ASR registration statement that was originally filed with the SEC on February 26, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 07, 2026

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39694	85-2992192
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4505 Campus Drive
College Park, Maryland				20740
(Address of Principal Executive Offices)				(Zip Code)

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

Not Applicable

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 3.02 Unregistered Sales of Equity Securities.

On August 7, 2026, IonQ, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s Registration Statement on Form S-3ASR filed with the SEC on February 26, 2025 (File No. 333-285279) (the “Registration Statement”), covering the resale by certain selling stockholders of an aggregate of 1,958,951 shares of Company common stock, par value $0.0001 per share. A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the shares covered by the prospectus supplement is filed herewith as Exhibit 5.1, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

			IonQ, Inc.
Date:	August 7, 2026	By:	/s/ Paul T. Dacier
			Paul T. Dacier Chief Legal Officer and Corporate Secretary

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-5.1 EX-5.1 32.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 45.6 KB