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 by their terms. 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 one to four years from the date of grant. As of March 31, 2025, the Company had 33,470,867 shares available for grant under the 2021 Plan.

Under both equity incentive plans, all options granted have a contractual term of 10 years.

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
Exercised		(2,822,394	)		0.43
Cancelled/ Forfeited		(410,638	)		2.58
Outstanding as of March 31, 2025		13,454,097		$	2.81		5.35	$	259.16
Exercisable as of March 31, 2025		11,380,024		$	2.31		5.08	$	224.83
Exercisable and expected to vest as of March 31, 2025		13,454,097		$	2.81		5.35	$	259.16

As of March 31, 2025 and December 31, 2024, there were 163,039 and 211,184 shares, respectively, subject to repurchase related to stock options early exercised and unvested. As of both March 31, 2025 and December 31, 2024, the Company recorded a liability related to these shares subject to repurchase in the amount of $0.4 million 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		2,447,244			32.01
Vested		(1,771,714	)		12.68
Forfeited		(420,752	)		9.62
Outstanding as of March 31, 2025		14,764,495		$	12.87		2.51
Expected to vest after March 31, 2025		14,743,995		$	12.87		2.51

During the three months ended March 31, 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 March 31, 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. For PSUs granted during the three months ended March 31, 2025 and 2024, the assumptions for the Monte Carlo simulation model were developed as follows:

Expected Volatility—The expected volatility was determined based on the Company's historical and implied stock price volatility.

Contractual Term—The Company utilizes the remaining performance period on the date of grant as the contractual term, which represents the period that the PSUs are expected to be outstanding.

Risk-Free Interest Rate—The Company estimates its risk-free interest rate by using the yield on actively traded non-inflation-indexed U.S. treasury securities with contract maturities equal to the expected term.

Dividend Yield—The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

Fair Value of Underlying Common Stock—The Company utilizes the closing stock price on the date of grant as the fair value of the common stock underlying such PSUs in the Monte Carlo simulation model.

The assumptions used to estimate the fair value of PSUs subject to the stock price hurdle are as follows:


	Three Months Ended March 31,
	2025			2024
Risk-free interest rate		4.28	%		—	%
Contractual term (in years)		1.94			—
Expected volatility		112.50	%		—	%
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		965,630			30.73
Vested		(60,175	)		18.03
Forfeited		(73,548	)		18.03
Outstanding as of March 31, 2025		4,804,164		$	19.05		2.11
Expected to vest after March 31, 2025(1)		10,544,490		$	16.39		2.11

(1)

Represents the number of PSUs expected to vest, which may exceed the target number of shares, based on the Company's probability assessment of expected performance during the performance period.

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


	Three Months Ended March 31,
	2025		2024
Cost of revenue	$	1,063	$	1,005
Research and development		17,392		12,366
Sales and marketing		4,356		2,775
General and administrative		10,442		5,915
Stock-based compensation, net of amounts capitalized		33,253		22,061
Capitalized stock-based compensation—Property and equipment, net and Intangible assets, net		913		1,598
Total stock-based compensation	$	34,166	$	23,659

A summary of the Company's remaining unrecognized compensation expense and the weighted-average remaining amortization period as of March 31, 2025, related to its non-vested RSUs, PSUs, and stock option awards is presented below (in millions, except time period amounts):