Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On March 11, 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 the selling stockholder of an aggregate of 2,562,642 shares of Company common stock, par value $0.0001 per share. The prospectus supplement was filed in accordance with a Registration Rights Agreement, dated March 10, 2026, by and between the Company and The Chancellor, Masters, and Scholars of the University of Cambridge (the "Registration Rights Agreement"). The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 hereto and is incorporated by reference herein. 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. The issuance of shares of common stock of the Company, par value $0.0001 per share, in connection with the transaction was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the private offering provision of Rule 506 of Regulation D.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.