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IonQ appoints Gary Merrill CFO; Dec. 3 start expected

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Form Type
8-K

Rhea-AI Filing Summary

IonQ, Inc. (IONQ) appointed Gary Merrill as Chief Financial Officer, Treasurer, principal financial officer and principal accounting officer, with employment expected to begin December 3, 2026. He succeeds Inder M. Singh, whose service in those roles ended November 10; Niccolo M. de Masi will serve as interim principal financial and accounting officer until Merrill’s start. Thomas A. Austin was appointed Chief Accounting Officer effective November 16, 2026.

Merrill’s offer provides a $525,000 base salary, a target annual bonus of 100% of base salary, and initial equity awards: $7,000,000 in RSUs, $18,000,000 in target PSUs tied to 2027–2029 performance, and a $15,000,000 make-whole RSU award following satisfactory evidence of forfeitures. Separately, a prospectus supplement covers resale by certain stockholders of 34,580,646 IonQ common shares.

Filing Explained

The offer letter makes severance eligibility conditional on a covered termination, an unrevoked release and compliance with restrictive covenants. Benefits include 9–12 months of continued salary and a full target bonus, depending on change-in-control status, a prorated target bonus, a COBRA subsidy and acceleration of certain equity awards.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Common shares covered for resale 34,580,646 shares IonQ common stock covered by the prospectus supplement for resale by certain selling stockholders.
Base salary $525,000 Gary Merrill’s offer letter.
Target annual incentive award 100% of base salary Discretionary annual incentive plan; the 2026 award will be prorated.
Initial RSU award value $7,000,000 Vests in quarterly installments over three years beginning March 10, 2027.
Target PSU award value $18,000,000 Performance period covers calendar years 2027 through 2029.
PSU vesting range 0% to 200% of the Target PSUs Vesting depends on performance metrics to be established in the first quarter of 2027.
Make-whole RSU award value $15,000,000 Award follows submission of satisfactory evidence of forfeitures; vests in approximately equal installments on December 10, 2027 and December 10, 2028.
Severance period 9 to 12 months Continued salary and a full target bonus, depending on whether a Covered Termination is in connection with a change in control.
restricted stock units financial
"initial equity awards, consisting of (i) restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based RSUs financial
"performance-based RSUs (“PSUs”) with a target value"
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
at-will basis regulatory
"employment is on an at-will basis"
Covered Termination regulatory
"experiences a “Covered Termination”"
COBRA subsidy regulatory
"a COBRA subsidy based on the length of the severance period"

FAQ

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

How many IONQ shares does the prospectus supplement cover for resale?

It covers the resale by certain selling stockholders of 34,580,646 shares of IonQ common stock.

What compensation is included in Gary Merrill’s IonQ offer?

The offer provides a $525,000 base salary and eligibility for the discretionary annual incentive plan, with a target award of 100% of base salary; the 2026 target will be prorated. Initial equity awards include $7,000,000 in RSUs, $18,000,000 in target PSUs and a $15,000,000 make-whole RSU award, subject to satisfactory evidence of forfeitures.

How can Gary Merrill’s IonQ performance-based RSUs vest?

The performance-based RSUs may vest at between 0% and 200% of the Target PSUs. Vesting will depend on company performance metrics to be established in the first quarter of 2027 for the three-year performance period covering calendar years 2027, 2028 and 2029.

What severance benefits could Gary Merrill receive from IonQ?

Following a Covered Termination, he may be eligible for benefits under the Executive Severance Plan if he executes and does not revoke a release of claims and complies with restrictive covenants. Benefits include continued salary and a full target bonus for a severance period of 9 to 12 months, depending on whether the termination is connected with a change in control, plus other specified benefits.

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

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0001824920false00018249202026-11-102026-11-10

 

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): November 10, 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

 

 

(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

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 November 13, 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 34,580,646 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Gary Merrill as Chief Financial Officer

Also on November 13, 2026, the Company announced that, on November 10, 2026, the Company appointed Gary Merrill as Chief Financial Officer, Treasurer, principal financial officer and principal accounting officer of the Company, to be effective upon his first day of employment, which is expected to be December 3, 2026 (the “Start Date”). Mr. Merrill succeeds Inder M. Singh, who held these roles until November 10, 2026. Niccolo M. de Masi will serve as the Company’s interim principal financial officer and principal accounting officer until the Start Date.

Mr. Merrill, age 51, is joining the Company after having served as Chief Financial Officer of Commvault Systems, Inc. (“Commvault”), a publicly-traded provider of cyber resiliency solutions, from April 2026 until the present, before which he served in various other roles at Commvault, including as Chief Commercial Officer from August 2024 to April 2026, Chief Financial Officer from April 2022 to August 2024, Chief Business Operations Officer from 2019 to 2022 and Chief Accounting Officer from 2012 to 2019. He holds a Bachelor of Science in Accounting from Elizabethtown College.

Other than the Offer Letter (as defined below), there are no arrangements or understandings between Mr. Merrill and any other person pursuant to which he was selected as Chief Financial Officer. There are no family relationships between Mr. Merrill and any director or executive officer of the Company and Mr. Merrill has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Offer Letter with Mr. Merrill

In connection with his appointment, the Company entered into an offer letter (the “Offer Letter”) with Mr. Merrill on November 8, 2026. Under the terms of the Offer Letter, Mr. Merrill’s employment is on an at-will basis and he will be paid a base salary of $525,000. He will be eligible to participate in the Company’s discretionary annual incentive plan bonus with a target award of 100% of his base salary, which for 2026 will be prorated.

Mr. Merrill will also be granted initial equity awards, consisting of (i) restricted stock units (“RSUs”) with a value of $7,000,000 vesting in quarterly installments over three years beginning on March 10, 2027, (ii) performance-based RSUs (“PSUs”) with a target value of $18,000,000 (the “Target PSUs”), with the opportunity to vest in between 0% and 200% of the Target PSUs, with vesting based on the Company’s achievement against performance metrics to be established in the first quarter of 2027 by the Compensation Committee of the Board of Directors of the Company for the three-year performance period covering the 2027, 2028 and 2029 calendar years and (iii) as an inducement to have Mr. Merrill accept the Company’s offer of employment and as a “make-whole” award for his forfeiture of certain contingent compensation from his prior service recipient, following his submission of satisfactory evidence of such forfeitures, Mr. Merrill will receive an award of RSUs with a value equal to $15,000,000, vesting in approximately equal installments on December 10, 2027 and December 10, 2028.

The Offer Letter also provides that in the event Mr. Merrill experiences a “Covered Termination” (as defined in the Company’s Amended and Restated Executive Severance Plan (the “Executive Severance Plan”)), executes and does not revoke a release of claims in favor of the Company and complies with restrictive covenants, he will be eligible for severance benefits under the Executive Severance Plan, including payments of continued salary and a full target bonus over a severance period (ranging from 9 to 12 months depending on whether in connection with a change in control), a pro-rata target bonus for the year of termination, a COBRA subsidy based on the length of the severance period and acceleration of certain equity awards.

The foregoing summary is not a complete discussion of the terms discussed herein and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which will be filed as an exhibit to the Company’s next Annual Report on Form 10-K, and


the full text of the Executive Severance Plan, a copy of which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, which is incorporated herein by reference.

Item 8.01 Other Events.

Also on November 13, 2026, the Company announced that, effective on November 16, 2026, Thomas A. Austin had been appointed as Chief Accounting Officer of the Company. Mr. Austin is joining the Company after having served as Chief Accounting Officer for Juniper Networks, a multinational networking corporation owned by the Hewlett Packard Enterprise Company.

A copy of the press release announcing the executive transition has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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).

99.1

Press Release, dated November 13, 2026.

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:

November 13, 2026

By:

/s/ Paul T. Dacier

 

 

 

Paul T. Dacier
Chief Legal Officer & Corporate Secretary

 


Exhibit 99.1

 

IonQ Announces Executive Leadership Evolution

 

Experienced Public Company Executive Gary Merrill Named Chief Financial Officer,
and Thomas A. Austin Named Chief Accounting Officer

 

College Park, Md., Nov. 13, 2026 – IonQ (NYSE: IONQ), the world’s leading full-stack quantum platform and foundry, today announced executive leadership changes to position the company for continued growth and advance its path to profitability:

•
Gary Merrill, currently Chief Financial Officer of Commvault Systems, Inc., has been appointed Chief Financial Officer, effective early December.
•
Thomas A. Austin, former Chief Accounting Officer at Juniper Networks, an HPE company, has been appointed to the newly created position of Chief Accounting Officer, effective immediately.

 

In connection with these appointments, Inder M. Singh is stepping down from his roles at the company, effective immediately.

 

“Inder has been in an important role at IonQ both before and since stepping off the board to join the management team,” said Niccolo de Masi, Chairman and CEO of IonQ. “In just the last two years, we have evolved from a quantum computing company pioneer into the world's leading full-stack quantum platform and foundry company. I thank Inder and wish him well in future endeavors.”

Mr. de Masi continued, “Gary and Tom bring extensive public company experience across finance and accounting that will be increasingly important as IonQ continues to scale and hone its long-term path to profitability. Gary’s experience as a public company CFO with deep cybersecurity expertise will be particularly valuable as our quantum computing leadership accelerates and we focus on building the quantum ecosystem.”

 

Mr. Merrill said, “IonQ is leading the quantum computing industry, and I am excited to join at such a pivotal moment in the company’s history. Throughout my career as an operator, commercial leader and CFO, I have seen firsthand the importance of pairing ambitious growth plans with disciplined financial management. IonQ’s robust balance sheet is a distinct advantage in the quantum industry, giving the company the strength to accelerate its technical and commercial leadership. I look forward to partnering with Niccolo, the leadership team and the finance organization to drive strong execution and long-term value creation for IonQ and its shareholders.”

 

About Gary Merrill

 

Mr. Merrill has two decades of executive leadership experience spanning finance, operations and go-to-market and has helped scale Commvault Systems, Inc. (NASDAQ: CVLT) into a global, publicly traded leader in cyber resilience. Most recently, he returned to the role of Chief Financial Officer in April 2026, after serving as


Exhibit 99.1

the company’s Chief Commercial Officer from 2024 to 2026. As Chief Commercial Officer, he led Commvault’s global sales and partner organizations, driving sustained double-digit annual recurring revenue growth and rapid expansion of its SaaS business. During his first tenure as Chief Financial Officer, from 2022 to 2024, he transformed the finance organization, accelerated the company’s successful transition to a durable, high-growth subscription and SaaS business model and built relationships with the investment community. He also served as Chief Business Operations Officer and Chief Accounting Officer earlier in his tenure at Commvault.

 

Mr. Merrill began his career as a Certified Public Accountant in the audit practice of Arthur Andersen. He holds a Bachelor of Science in Accounting from Elizabethtown College.

 

About Thomas A. Austin

 

Mr. Austin is a seasoned finance and accounting executive with more than three decades of experience in accounting, finance and regulatory compliance. Most recently, he served as Chief Accounting Officer of Juniper Networks, now part of Hewlett Packard Enterprise, where he spent six years leading the company’s accounting, regulatory compliance and global shared services functions, including internal controls, SEC reporting and financial systems. Prior to joining Juniper Networks, he spent 11 years at EMC Corporation and Dell Technologies Inc., where he served as Vice President of Corporate Finance and led a global team responsible for financial reporting and disclosure across the company’s revenue and cost-of-sales cycles. Earlier in his career, Mr. Austin spent seven years as Chief Financial Officer and Treasurer of Arbor Networks. He began his career as a Certified Public Accountant in the audit practice of Coopers & Lybrand, now part of PwC.

 

Mr. Austin holds an MBA from the Olin Graduate School of Business at Babson College and a Bachelor’s Degree in Public Accounting from Providence College, where he has since served on the Business School Advisory Council and as an Adjunct Professor of Finance.

 

About IonQ

 

IonQ, Inc. [NYSE: IONQ] is the world’s leading quantum platform and foundry - delivering integrated quantum solutions across computing, networking, sensing, and security. IonQ’s newest generation of quantum computers, the Superion, is the latest in a line of cutting-edge systems. Earlier systems have helped customers and partners including Amazon Web Services, AstraZeneca, and NVIDIA achieve a 20x performance increase over previous quantum solutions and accelerate innovation in drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense. In 2025, the company achieved 99.99% two-qubit gate fidelity, setting a world record in quantum computing performance.

 


Exhibit 99.1

Headquartered in College Park, Maryland, IonQ has operations across North America, Latin America, EMEA, and APAC. Our quantum computing services have been available through all major cloud providers since 2021, while we also meet the needs of networking and sensing customers across land, sea, air, and space. IonQ is making quantum platforms more accessible and impactful than ever before. Learn more at IonQ.com.

 

Note to Investors Regarding Forward-Looking Statements

 

This press release contains forward-looking statements. All statements contained in this press release other than statements of historical fact are forward-looking statements, including statements regarding our ability to continue growing and scaling, drive to profitability, accelerate our roadmap, capitalize on the growing demand for quantum, execute and create value for shareholders, the future of our quantum computing leadership and our ability to integrate our portfolio of quantum technologies. In some cases, you can identify these statements by forward-looking words such as "pending," "look forward," "accelerate," "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate," "target," "project," "should," "could," "would," "may," "will," "forecast," "confident," "position," "become," "on track," "ensure," "ongoing" and other similar expressions. These statements are only predictions based on our expectations and projections about future events as of the date of this press release and are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied by such statements, including, among others, those described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission, or SEC, and in our Quarterly Report on Form 10-Q for the quarters ended June 30, 2026 and September 30, 2026 filed with the SEC. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement we make. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

IonQ Media Contact:

media@ionq.co

 

IonQ Investor Contact:

investors@ionq.co

 

 


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