In July 2026, in connection with the SkyWater Acquisition, the Company assumed the SkyWater Technology Inc. 2021 Equity Incentive Plan (the “SkyWater Plan”). Upon closing of the SkyWater Acquisition, certain outstanding SkyWater stock options and restricted stock units under the SkyWater Plan were assumed by the Company and converted into options and restricted stock units for IonQ common stock based on the applicable equity award exchange ratio. The converted awards will continue to be governed by the terms of the SkyWater Plan and the applicable award agreements until exercised, terminated or expired. Future awards will continue to be granted under the SkyWater Plan until it is fully utilized. Such stock options and restricted stock units granted under the SkyWater Plan will continue to be governed by the terms of the SkyWater Plan and the stock option and restricted stock unit agreements thereunder, until such outstanding stock options are exercised or until such outstanding options and restricted stock units terminate or expire. For awards granted under the SkyWater Plan, vesting generally occurs over four years from the date of grant. As of September 30, 2026, the Company had 3,157,605 shares available for grant under the SkyWater Plan.

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 September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025
Risk-free interest rate		4.21	%		—	%		4.21	%		4.07	%
Expected term (in years)		2.12			—			2.12			5.89
Expected volatility		95.84	%		—	%		95.84	%		86.79	%
Dividend yield		—	%		—	%		—	%		—	%

The stock option activity is summarized in the following table:


	Number of Option Shares
Outstanding as of December 31, 2025		3,664,392
Replacement awards(1)		1,627,894
Granted		—
Exercised		(2,409,489	)
Canceled/Forfeited		(98,908	)
Outstanding as of September 30, 2026		2,783,889
Exercisable as of September 30, 2026		1,580,442
Exercisable and expected to vest as of September 30, 2026		2,783,889

(1)

In connection with certain acquisitions, the Company converted outstanding stock options of the acquiree into stock options to acquire common stock of the Company, for which $28.4 million of the fair value was attributed to pre-combination services and was allocated to purchase consideration. The fair value of such stock options was estimated using the Black-Scholes option pricing model.

The restricted stock unit (“RSU”) activity is summarized in the following table:


	Number of RSUs
Outstanding as of December 31, 2025		14,456,951
Replacement awards(1)		1,143,460
Granted		12,336,279
Vested		(6,998,949	)
Forfeited		(2,422,254	)
Outstanding as of September 30, 2026		18,515,487
Expected to vest after September 30, 2026		18,515,487

(1)

In connection with certain acquisitions, the Company converted outstanding RSUs of the acquiree into RSUs of the Company, for which $12.6 million of the fair value was attributed to pre-combination services and was allocated to purchase consideration. The fair value of such RSUs was determined using the closing market price of the Company’s common stock on the respective acquisition dates.

During the nine months ended September 30, 2026 and 2025, the Company released 873,774 and 206,316 RSUs, respectively, related to the settlement of an accrued bonus liability.

The performance-based restricted stock unit (“PSU”) activity is summarized in the following table:


	Number of PSUs
Outstanding as of December 31, 2025		5,174,871
Granted		634,739
Performance adjustments		1,472,935
Vested		(3,057,333	)
Forfeited		(267,023	)
Outstanding as of September 30, 2026		3,958,189
Expected to vest after September 30, 2026(1)		8,358,879

As of September 30, 2026, there were 1,269,509 PSU awards at target for which certain annual performance metrics have not been determined. Accordingly, no accounting grant date has been established under ASC 718 for these awards as of September 30, 2026, and no compensation cost for these awards is recognized in the three or nine months ended September 30, 2026.

The restricted stock activity is summarized in the following table:


	Number of Restricted Stock
Outstanding as of December 31, 2025		8,034,941
Granted(1)		1,495,380
Vested		(762,784	)
Canceled/Forfeited		(63,948	)
Outstanding as of September 30, 2026		8,703,589
Expected to vest after September 30, 2026		8,703,589

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Cost of revenue	$	14,177	$	4,247	$	46,289	$	7,125
Research and development		44,853		31,766		161,172		125,392
Sales and marketing		23,622		6,560		54,164		16,488
General and administrative		64,254		30,372		155,643		56,361
Stock-based compensation, net of amounts capitalized		146,906		72,945		417,268		205,366
Capitalized stock-based compensation—Property and equipment, net and Intangible assets, net		1,716		1,678		7,146		3,681
Total stock-based compensation	$	148,622	$	74,623	$	424,414	$	209,047

A summary of the Company’s remaining unrecognized compensation expense and the weighted-average remaining amortization period as of September 30, 2026, 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	$	603.0		2.9
Performance-based restricted stock units		159.4		1.7
Restricted stock		364.9		3.9
Stock options		38.1		2.1