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

Date of Report (Date of earliest event reported): September 25, 2025

IonQ, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act: 

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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On September 25, 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 John W. Raymond to serve as a member of the Board, effective immediately. General Raymond was appointed as a Class I director whose term will expire at the Company’s 2028 Annual Meeting of Stockholders.

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

As a non-employee director of the Company, General Raymond will be eligible to receive cash and equity compensation for his 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 General Raymond’s appointment to the Board, the Company and General Raymond 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 General Raymond 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.

As General Raymond joins, Bill Scannell is expected to resign as a member of the Board and assuming the role of Senior Commercial Advisor.

Item 8.01 Other Events.

A copy of the press release announcing the appointment of General Raymond to the Board 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.

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.

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

IDEA: R1.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: eh250684701_8k_htm.xml