424B7

424B7 1 ionq-20260311.htm 424B7 424B7

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-285279

PROSPECTUS SUPPLEMENT

(To Prospectus dated February 26, 2025)

Up to 2,562,642 Shares

Common Stock

This prospectus supplement relates to the resale from time to time by the selling stockholder referenced in this prospectus supplement (the “selling stockholder”) of up to 2,562,642 shares of common stock, par value $0.0001 per share (the “common stock”), of IonQ, Inc. (“IonQ,” “we,” “our” and “us”). We will not receive any proceeds from the sale of the shares of our common stock offered by this prospectus supplement.

The selling stockholder may sell the shares on any national securities exchange on which the shares may be listed at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges, such as privately negotiated transactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” beginning on page S-10 of this prospectus supplement for more information about how the selling stockholder may sell or otherwise dispose of its shares using this prospectus supplement.

The selling stockholder may sell any, all or none of the shares offered by this prospectus supplement and we do not know if, when or in what amounts the selling stockholder may sell its shares hereunder.

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “IONQ.” On March 10, 2026, the last sale price of our common stock as reported on the NYSE was $35.12 per share.

Investing in our common stock involves risks. You should read carefully this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus before you invest. See “Risk Factors” beginning on page S-4 of this prospectus supplement, page 4 of the accompanying prospectus and “Item 1A—Risk Factors” of our most recent annual report on Form 10-K and quarterly reports on Form 10-Q that are incorporated by reference in this prospectus supplement, before making a decision to invest in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 11, 2026.


Prospectus Supplement	Page
ABOUT THIS PROSPECTUS SUPPLEMENT	S-ii
PROSPECTUS SUPPLEMENT SUMMARY	S-1
THE OFFERING	S-3
RISK FACTORS	S-4
FORWARD-LOOKING STATEMENTS	S-6
USE OF PROCEEDS	S-8
SELLING STOCKHOLDER	S-9
PLAN OF DISTRIBUTION	S-10
LEGAL MATTERS	S-12
EXPERTS	S-13
WHERE YOU CAN FIND MORE INFORMATION	S-14
INCORPORATION BY REFERENCE	S-15


Prospectus	Page
ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	4
FORWARD-LOOKING STATEMENTS	5
USE OF PROCEEDS	6
SELLING STOCKHOLDERS	7
DESCRIPTION OF CAPITAL STOCK	8
DESCRIPTION OF DEBT SECURITIES	9
DESCRIPTION OF DEPOSITARY SHARES	17
DESCRIPTION OF WARRANTS	20
DESCRIPTION OF SUBSCRIPTION RIGHTS	21
DESCRIPTION OF PURCHASE CONTRACTS	22
DESCRIPTION OF UNITS	23
PLAN OF DISTRIBUTION	24
LEGAL MATTERS	26
EXPERTS	26
WHERE YOU CAN FIND MORE INFORMATION	27
INCORPORATION BY REFERENCE	28


Issuer		IonQ, Inc.

Common stock offered by the selling stockholder		Up to 2,562,642 shares of our common stock.

Common stock outstanding prior to this offering		366,640,756 shares of our common stock (as of February 18, 2026). The number of outstanding shares of our common stock will not change as a result of this offering.

Use of proceeds		The selling stockholder will receive all of the proceeds from the sale, if any, of shares of our common stock in this offering. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder. See the section titled “Use of Proceeds” for more information.

Risk factors		Investing in our common stock involves significant risks. Before making an investment decision, please read the information contained in and incorporated by reference under the heading “Risk Factors” on page S-4 of this prospectus supplement and on page 4 of the accompanying prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus.

NYSE symbol		Our common stock is listed on the NYSE under the symbol “IONQ”.


	Ownership Before Offering(1)		Maximum Shares	Ownership After Offering(2)
Name of selling stockholder	Number of Shares	Percentage	Being Offered	Number of Shares	Percentage
The Chancellor, Masters, and Scholars of the University of Cambridge(3)	2,562,642	*	2,562,642	—	—

SEC Form 424B7 filed by IonQ Inc.