8-K - IONQ - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2025

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 DriveCollege Park, Maryland(Address of principal executive offices)	20740(Zip Code)
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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 5.02 Departures of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Directors

On August 26, 2025, the Board of Directors (the “Board”) of IonQ, Inc. (the “Company”), following the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Jim Frankola and William J. Teuber, Jr. to serve as members of the Board, effective immediately. Mr. Frankola was appointed as a Class III director whose term will expire at the Company’s 2027 Annual Meeting of Stockholders. Mr. Teuber was appointed as a Class I director whose term will expire at the Company’s 2028 Annual Meeting of Stockholders. The Board has determined that Messrs. Frankola and Teuber are “independent” pursuant to the rules of The New York Stock Exchange (“NYSE”) and other governing laws and applicable regulations. Messrs. Frankola and Teuber have both been determined to be qualified financial experts due to their extensive expertise as former chief financial officers.

There is no arrangement or understanding between Mr. Frankola and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Frankola and any of the Company’s other directors or executive officers. There are no transactions between Mr. Frankola and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

There is no arrangement or understanding between Mr. Teuber and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Teuber and any of the Company’s other directors or executive officers. There are no transactions between Mr. Teuber and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

As non-employee directors of the Company, Messrs. Teuber and Frankola will be eligible to receive cash and equity compensation for their services in accordance with the policy for director compensation approved by the Board from time to time. Currently this includes an annual base retainer of $147,500, paid quarterly, and an initial RSU award with a grant date value (using the Company’s standard methodology for director grants) equal to a pro-rated portion of the $220,000 annual RSU grant.

In connection with Messrs. Frankola and Teuber’s election to the Board, the Company and each of Messrs. Frankola and Teuber entered into the Company’s standard form of indemnification agreement, the form of which was filed as Exhibit 10.13 to the Company’s Form 8-K (File No. 001-39694), filed with the U.S. Securities and Exchange Commission on October 4, 2021. This agreement requires the Company to indemnify each of Messrs. Frankola and Teuber to the fullest extent permitted by Delaware law, for certain liabilities to which he may become subject as a result of his affiliation with the Company.

Item 8.01 Other Events.

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

A copy of the press release announcing the appointment of Mr. Teuber to the Board has been filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.	Description
99.1	Board of Directors Press Release, dated August 28, 2025
99.2	Board of Directors Press Release, dated August 28, 2025
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 28, 2025	By:	/s/ Paul T. Dacier
		Paul T. Dacier
		Chief Legal Officer and Corporate Secretary

EXHIBIT 99.1

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IonQ Appoints Former Ariba & Cloudera CFO

Jim Frankola to Board of Directors

Frankola brings cloud and high-performance computingexpertise to support IonQ’s continued commercial momentum in the era of broad quantum advantage

COLLEGE PARK, MD - August 28, 2025 - IonQ (NYSE: IONQ), the leader in the quantum computing and quantum networking industries, today announced the appointment of Jim Frankola to its Board of Directors. Frankola, the former Chief Financial Officer of Ariba and Cloudera, brings decades of experience scaling enterprise cloud and software businesses.

“We are delighted to welcome Jim to our Board,” said Niccolo de Masi, Chairman and CEO of IonQ. “Jim is a seasoned executive with a track record of successfully leading and advising technology companies. His deep commercial technology background and financial expertise will be invaluable as we continue to accelerate IonQ’s growth and help solve high performance computing challenges with quantum computing solutions.”

Frankola served as CFO at Cloudera, an enterprise data cloud company, where he played a critical role in the company’s growth and transformation. He previously held CFO roles at Ariba and Yodlee and was an executive at IBM in their storage and software groups. Frankola formerly served on the board of Ansys which sells powerful simulation software for organizations focused on high performance computing solutions such as NASA, Toyota, BMW, Tesla, and others. Frankola is also a board member at Skillsoft, where he chairs the audit committee. He earned a Master’s degree in International Business & Finance from NYU Stern and a BS in Accounting from Penn State University.

“IonQ is rapidly scaling its commercial reach – backed by, I believe, the strongest product portfolio and technical roadmap in the industry,” said Frankola. “I’m honored to join the Board at this pivotal moment and look forward to contributing to IonQ’s continued success.”

Frankola’s appointment reflects IonQ’s ongoing commitment to building a world-class leadership team aligned with its mission to deliver the world’s most powerful quantum computers and networks, scaling to 2 million qubits by 2030, and accelerating innovation across sectors including drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense.

About IonQ

IonQ, Inc. [NYSE: IONQ] is the leading commercial quantum computing and quantum networking company, delivering high-performance systems aimed at solving the world’s most complex problems. IonQ’s current generation quantum computers, IonQ Forte and IonQ Forte Enterprise, are the latest in a line of cutting-edge systems that have been helping customers and partners such as Amazon Web Services, AstraZeneca, and NVIDIA achieve 20x performance results.

The company is accelerating its technology roadmap and intends to deliver the world’s most powerful quantum computers with 2 million qubits by 2030 to accelerate innovation in drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense. IonQ’s advancements in quantum networking also positions the company as a leader in building the quantum internet.

The company’s innovative technology and rapid growth were recognized in Newsweek’s 2025 Excellence Index 1000, Forbes’ 2025 Most Successful Mid-Cap Companies list, and Built In’s 2025 100 Best Midsize Places to Work in Washington DC and Seattle, respectively. Available through all major cloud providers, IonQ is making quantum computing more accessible and impactful than ever before. Learn more at IonQ.com.

IonQ Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including but not limited to the terms “accelerating,” “advancements,” “building,” “continues,” “deepening,” “delivering,” “driving,” “expanding,” “growth,” “intends,” “intent,” “ongoing,” “optimizing,” and other similar expressions, are intended to identify forward-looking statements. These statements include those related to the IonQ’s quantum computing capabilities and plans; IonQ’s technology driving commercial quantum advantage in the future; the necessity, effectiveness, and future impacts of IonQ’s offerings available today; and the scalability, fidelity, efficiency, viability, accessibility, effectiveness, importance, reliability, performance, speed, impact, practicality, feasibility, and commercial-readiness of IonQ’s offerings. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: IonQ’s ability to implement its technical roadmap; changes in the competitive industries in which IonQ operates, including development of competing technologies; IonQ’s inability to attract and retain key personnel; or IonQ’s ability to deliver, and customers’ ability to generate, value from IonQ’s offerings. You should carefully consider the foregoing factors and the other risks and uncertainties disclosed in the Company’s filings, including but not limited to those described in the “Risk Factors” section of IonQ's filings with the U.S. Securities and Exchange Commission, including but not limited to the Company's most recent Annual Report on Form 10-K and reports on Form 10-Q. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and IonQ assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. IonQ does not give any assurance that it will achieve its expectations.

Contacts

IonQ Media contact:

press@ionq.co

IonQ Investor Contact:

investors@ionq.co

EXHIBIT99.2

IonQ Appoints Former EMC Vice Chairman

Bill Teuber to Board of Directors

Teuber brings large-scale enterprise expertiseto help drive IonQ’s next phase of growth

COLLEGE PARK, MD - August 28, 2025 - IonQ (NYSE: IONQ), the leader in the quantum computing and quantum networking industries, today announced the appointment of William J. Teuber Jr. to its Board of Directors. Teuber brings over three decades of experience in finance, enterprise technology, and growth investing to the IonQ board.

“As IonQ grows, Bill’s financial expertise and extensive background in scaling technology companies will be key to our next phase of growth,” said Niccolo de Masi, Chairman and CEO of IonQ. “His tenure at EMC brings an invaluable perspective to our strategic and operational priorities.”

Teuber currently serves as Senior Operating Principal at Bridge Growth Partners, a private equity firm focused on technology. He previously held numerous senior leadership positions at EMC, including Vice Chairman, Chief Financial Officer, Executive Vice President, and Global Head of Sales.

Prior to EMC, Teuber was a Partner at Coopers & Lybrand (now PricewaterhouseCoopers). He served on the Board of Directors of Popular, Inc., the holding company of Banco Popular of Puerto Rico for 15 years, the last eight of which he was also the Lead Director. In addition, he served as a member of the Board of Directors and Lead Independent Director at Inovalon Holdings, a leading healthcare technology company, prior to its sale to a group of private equity investors in 2021. Teuber currently serves on the Board of Directors at Senga, a technology-enabled logistics start-up. He holds an MBA degree from Babson College, an MS in Taxation from Bentley College, and a BA in English from The College of the Holy Cross.

“IonQ is the combined leader in quantum computing and quantum networking because it has visionary technology, world-class leadership, and strong government and global commercial impact,” said Teuber. “I’m excited to support the company’s mission and help guide its long-term strategy.”

Teuber’s appointment underscores IonQ’s commitment to assemble a world-class team and board with deep technology and financial expertise, in support of its roadmap to build quantum systems with 2 million qubits by 2030 and unlock breakthroughs across fields such as healthcare, manufacturing, finance, logistics, and national security.