IonQ (IONQ) registers resale of 5,127,459 common stock shares under S-3ASR

Rhea-AI Filing Summary

IonQ, Inc. filed a prospectus supplement with the SEC covering the resale by certain stockholders of an aggregate of 5,127,459 shares of its common stock under an existing shelf registration statement on Form S-3ASR. This action allows those holders to sell registered shares into the market. The company also filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as Exhibit 5.1, which is incorporated by reference into the registration statement.

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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): February 27, 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 8.01 Other Events.

On February 27, 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 5,127,459 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:	February 27, 2026	By:	/s/ Paul T. Dacier
			Paul T. Dacier Chief Legal Officer and Corporate Secretary

FAQ

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

IonQ disclosed that it filed a prospectus supplement with the SEC covering the resale of 5,127,459 shares of common stock by certain selling stockholders, under its existing Form S-3ASR shelf registration statement filed on February 26, 2025.

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

The prospectus supplement covers the resale of 5,127,459 shares of IonQ common stock. These shares are held by certain selling stockholders and are being registered for potential resale under the company’s effective Form S-3ASR registration statement.

Is IonQ issuing new shares in this 5,127,459-share transaction?

The filing describes a resale by certain selling stockholders of 5,127,459 shares of IonQ common stock. The language focuses on stockholders reselling existing shares under a shelf registration, not on IonQ issuing new shares in this action.

What is the registration statement related to the IonQ (IONQ) resale filing?

The resale is made under IonQ’s registration statement on Form S-3ASR, File No. 333-285279, which was filed with the SEC on February 26, 2025. The February 27, 2026 prospectus supplement is tied to this existing shelf registration.

Which law firm provided the legal opinion for IonQ’s 5,127,459-share resale?

Paul, Weiss, Rifkind, Wharton & Garrison LLP provided the legal opinion for the shares covered by the prospectus supplement. This opinion is included as Exhibit 5.1 and is incorporated by reference into the S-3ASR registration statement.

What exhibits did IonQ (IONQ) include with this 8-K related to the resale?

IonQ attached three exhibits: Exhibit 5.1, the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP; Exhibit 23.1, the firm’s consent included within Exhibit 5.1; and Exhibit 104, the cover page interactive data file in Inline XBRL format.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-5.1 EX-5.1 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 45.6 KB