IonQ to Acquire Elisity in All-Stock Deal Valued at Up to $1.3 Billion

Transaction value: Up to $1.3 billion in an all-stock structure — $1,150,000,000 at closing plus up to $150,000,000 in earnout tied to Elisity revenue milestones (August 1, 2026 – January 31, 2028).

Share pricing mechanism: IonQ share count valued at the 20-trading-day VWAP preceding the third business day before closing, subject to a per-share collar of $33.07 – $49.61.

Retention pool: Separate $100,000,000 RSU pool for continuing Elisity employees, vesting 25% on the first anniversary of closing and the remainder in equal quarterly installments over the following three years.

Strategic rationale: Pairing IonQ's post-quantum cryptography (PQC) and quantum key distribution (QKD) capabilities with Elisity's Zero Trust platform, targeting the more than $10 billion microsegmentation market and a White House executive order dated June 22, 2026 on post-quantum cryptography migration.

Target profile: Elisity is a Delaware-incorporated Zero Trust security company founded in 2019, with stated more than 100 global customer deployments and Fortune 500 customers.

Timing and conditions: Expected to close in Q4 2026; outside termination date is January 7, 2027; customary conditions include HSR clearance, accuracy of representations and warranties, absence of a material adverse effect on Elisity, and NYSE listing of the IonQ shares to be issued.

Process detail: Merger will be effected through Espresso Acquisition Sub, Inc., an IonQ wholly owned subsidiary merging into Elisity; Fortis Advisors LLC acts as securityholder representative; the acquisition is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.