AI brief of an SEC Form 8-K · IonQ, Inc. (IONQ)

IonQ to acquire Elisity in all-stock deal valued at up to $1.3 billion

Neutral Impact 4 of 5 m&a Written later

IonQ signed a merger agreement on October 9, 2026 to acquire all outstanding shares of Elisity, Inc., a Zero Trust security company, paying in IonQ common stock. The closing consideration is set at $1.15 billion, with up to $150 million more in earnout shares tied to Elisity revenue milestones through January 31, 2028. Shareholders will see new shares issued at closing, and the deal is expected to close in the fourth quarter of 2026, subject to regulatory approvals.

Key points

  • Closing consideration of $1,150,000,000 in IonQ shares, plus up to $150,000,000 in earnout shares based on Elisity revenue milestones from August 1, 2026 to January 31, 2028
  • Share price used for issuance is capped between $33.07 and $49.61 per share
  • Separate retention pool of RSUs valued at $100,000,000, vesting over four years
  • Expected to close in fourth quarter 2026; either party may terminate if closing has not occurred by January 7, 2027

The filing

CompanyIonQ, Inc. (IONQ)
Form8-K, current report
Filed with the SECOct 13, 2026, 6:03 AM ET
Accession number0001193125-26-419609

Items reported: 1.01 Material Definitive Agreement3.02 Unregistered Equity Sale7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:43 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 13, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.