IonQ, Inc 8-K, filed Nov 13, 2026
IonQ, Inc. (IONQ)
About this 8-K
IonQ, Inc filed this 8-K on November 13, 2026, reporting on events of November 10, 2026.
IonQ appointed Gary Merrill as CFO, expected to begin December 3, 2026, and gave Thomas A. Austin a November 16, 2026 effective date as Chief Accounting Officer. Certain stockholders may resell 34,580,646 common shares. AI summary
Items reported
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 |
Description |
5.1 |
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23.1 |
Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1). |
99.1 |
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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.
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IonQ, Inc. |
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Date: |
November 13, 2026 |
By: |
/s/ Paul T. Dacier |
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Paul T. Dacier |
Paul, Weiss, Rifkind, Wharton & Garrison LLP |
Brussels |
1285 Avenue of the Americas |
November 13, 2026
IonQ, Inc.
4505 Campus Drive
College Park, MD 20740
Registration Statement on Form S-3ASR
(Registration No. 333-285279)
Ladies and Gentlemen:
We have acted as special counsel to IonQ, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-3ASR (File No. 333–285279) (the “Registration Statement”), which became effective on February 26, 2025. You have asked us to furnish our opinion as to the legality of up to 34,580,646 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share, which are being registered under the Registration Statement and may be offered and sold by certain stockholders of the Company.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
IonQ, Inc. 2
In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and bylaws, as amended, of the Company certified by the Company as in effect on the date of this letter, (ii) copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, certified by the Company and (iii) such other certificates, agreements and documents as we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon oral and written statements of officers and representatives of the Company as to factual matters and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary
IonQ, Inc. 3
corporate action on the part of the Company and the Shares are validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the Delaware General Corporation Law. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof, and to the use of our name under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
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:
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