The Company has a 2015 Equity Incentive Plan (the “2015 Plan”), which provided for the grant of share-based compensation to certain officers, directors, employees, consultants, and advisors. Upon the closing of the Business Combination, no further awards were made pursuant to the 2015 Plan and all outstanding Legacy IonQ stock options under the 2015 Plan were assumed by the Company. Such stock options granted under the 2015 Plan will continue to be governed by the terms of the 2015 Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire. For awards granted under the 2015 Plan, vesting generally occurs over four to five years from the date of grant.

In August 2021, the Company’s board of directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was subsequently approved by the Company’s stockholders in September 2021, and became effective upon the closing of the Business Combination. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards (“RSU”), performance awards and other forms of awards to employees, directors, and consultants. The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, through and including January 1, 2031, by 5% of the Fully Diluted Common Stock (as defined in the 2021 Plan) outstanding on December 31 of the preceding year, or a lesser number of shares determined by the Company’s board of directors prior to such increase. As of January 1, 2025, the number of shares reserved for issuance under the 2021

Plan increased by 14,532,010. For awards granted under the 2021 Plan, vesting terms range from less than one year to four years from the date of grant. As of June 30, 2025, the Company had 31,633,456 shares available for grant under the 2021 Plan.

In May 2025, in connection with the Lightsynq Acquisition, the Company assumed the Lightsynq Technologies Inc. 2024 Equity Incentive Plan (the “Lightsynq Plan”). Upon closing of the Lightsynq Acquisition, no further awards were made pursuant to the Lightsynq Plan and certain outstanding Lightsynq stock options under the Lightsynq Plan were assumed by the Company. Such stock options granted under the Lightsynq Plan will continue to be governed by the terms of the Lightsynq Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire. For awards granted under the Lightsynq Plan, vesting generally occurs over four years from the date of grant. As of June 30, 2025, the Company had no shares available for grant under the Lightsynq Plan.

Under each equity incentive plan, all options granted have a contractual term of 10 years.

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. The assumptions used to estimate the fair value of stock options are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Risk-free interest rate		4.07	%		—	%		4.07	%		4.31	%
Expected term (in years)		5.89			—			5.89			6.00
Expected volatility		86.79	%		—	%		86.79	%		79.33	%
Dividend yield		—	%		—	%		—	%		—	%

The stock option activity is summarized in the following table:


	Number of Option Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2024		16,687,129		$	2.40
Replacement awards(1)		1,747,622			4.36
Exercised		(9,840,128	)		0.82
Cancelled/ Forfeited		(430,422	)		2.67
Outstanding as of June 30, 2025		8,164,201		$	4.71		6.73	$	312.36
Exercisable as of June 30, 2025		5,100,886		$	5.64		5.90	$	190.41
Exercisable and expected to vest as of June 30, 2025		8,164,201		$	4.71		6.73	$	312.36

(1)

In connection with the acquisitions, the Company converted certain outstanding stock options of the acquirees into stock options to acquire common stock of the Company, for which $11.3 million of the fair value was attributed to pre-combination services and was allocated to purchase consideration.

As of June 30, 2025 and December 31, 2024, there were 114,894 and 211,184 shares, respectively, subject to repurchase related to stock options early exercised and unvested. As of June 30, 2025 and December 31, 2024, the Company recorded a liability related to these shares subject to repurchase in the amount of $0.3 million and $0.4 million, respectively, in its condensed consolidated balance sheets.

The RSU activity is summarized in the following table:


	Number of RSUs			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)
Outstanding as of December 31, 2024		14,509,717		$	9.54
Granted		3,501,008			33.17
Vested		(3,687,075	)		11.59
Forfeited		(665,365	)		10.15
Outstanding as of June 30, 2025		13,658,285		$	15.00		2.42
Expected to vest after June 30, 2025		13,658,285		$	15.00		2.42

During the six months ended June 30, 2025 and 2024, the Company released 206,316 and 1,064,518 RSUs, respectively, related to the settlement of an accrued bonus liability.

The Company grants performance-based restricted stock unit awards (“PSU”) to certain officers, employees, and consultants, which vest over approximately two to four years. The number of shares that can be earned will range from 0% to 300% of the target number of shares, based on the Company's achievement of certain financial and technical goals, as well as a stock price hurdle requirement for a portion of the awards. In the event that the stock price hurdle is not met at the time the PSUs vest, the maximum PSU opportunity shall be limited to target (100%) performance.

In February 2025, the Company granted a PSU award to its President and Chief Executive Officer, which vests over three years. The number of shares that can be earned will range from 0% to 200% of the target number of shares based on the Company's achievement of certain performance goals.

The number of PSUs expected to vest and for which compensation cost has been recognized is based on the number of awards that the Company believes are probable of vesting as of June 30, 2025.

For the portion of the PSUs subject to the stock price hurdle, the fair value was determined using a Monte Carlo simulation model. The Monte Carlo simulation model requires estimates of subjective assumptions, which affect the fair value of each PSU. The assumptions used to estimate the fair value of PSUs subject to the stock price hurdle are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Risk-free interest rate		3.68	%		4.86	%		3.79	%		4.86	%
Contractual term (in years)		1.67			2.69			1.72			2.69
Expected volatility		102.50	%		85.00	%		104.32	%		85.00	%
Dividend yield		—	%		—	%		—	%		—	%

The PSU activity is summarized in the following table, based on awards at target:


	Number of PSUs			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)
Outstanding as of December 31, 2024		3,972,257		$	16.17
Granted		1,250,428			29.98
Vested		(60,175	)		18.03
Forfeited		(73,548	)		18.03
Outstanding as of June 30, 2025		5,088,962		$	19.52		1.85
Expected to vest after June 30, 2025(1)		11,256,485		$	17.01		1.74

The restricted stock activity is summarized in the following table:


	Number of Restricted Stock			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)
Outstanding as of December 31, 2024		—		$	—
Replacement awards(1)		6,176,959			40.34
Vested		(1,879,691	)		40.34
Outstanding as of June 30, 2025		4,297,268			40.34		4.74
Expected to vest after June 30, 2025		4,297,268		$	40.34		4.74

Total stock-based compensation expense for stock option awards, RSUs, PSUs, and restricted stock which are included in the condensed consolidated financial statements, is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cost of revenue	$	1,815	$	1,055	$	2,878	$	2,060
Research and development		76,234		11,567		93,626		23,933
Sales and marketing		5,572		2,453		9,928		5,228
General and administrative		15,547		5,904		25,989		11,819
Stock-based compensation, net of amounts capitalized		99,168		20,979		132,421		43,040
Capitalized stock-based compensation—Property and equipment, net and Intangible assets, net		1,090		1,148		2,003		2,746
Total stock-based compensation	$	100,258	$	22,127	$	134,424	$	45,786

A summary of the Company's remaining unrecognized compensation expense and the weighted-average remaining amortization period as of June 30, 2025, related to its non-vested RSUs, PSUs, restricted stock, and stock option awards is presented below (in millions, except time period amounts):


	Unrecognized Expense		Weighted- Average Amortization Period (Years)
Restricted stock units	$	193.0		2.8
Performance-based restricted stock units		116.2		1.8
Restricted stock		148.1		4.7
Stock options		55.9		3.0