IonQ, Inc. (IONQ) · Material Event (8-K) SEC Filing

Securities Issuance, Financial Statements

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ACC: 0001193125-26-338998open_in_new

Event Type

Securities IssuanceFinancial Statements

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Event Description

Item 3.02. Securities Issuance

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On August 7, 2026, IonQ, Inc. filed a prospectus supplement to its Form S-3ASR registration statement (File No. 333-285279, filed February 26, 2025) covering the resale by certain selling stockholders of 1,958,951 shares of common stock, par value $0.0001 per share. The legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the shares was filed as Exhibit 5.1 and incorporated by reference into the registration statement. The filing describes a resale by existing selling stockholders, not a new issuance by the company.

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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.

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Event Description

Item 9.01. Financial Statements

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Under Item 9.01, the registrant IonQ, Inc. filed its report dated August 7, 2026, listing Exhibit 5.1 (Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP), Exhibit 23.1 (Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP, included in Exhibit 5.1), and Exhibit 104 (Cover Page Interactive Data File embedded within the Inline XBRL document). The report was signed by Paul T. Dacier, Chief Legal Officer and Corporate Secretary, on behalf of IonQ, Inc.

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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