IonQ agrees to buy Zero Trust security firm Elisity in all-stock deal valued at up to $1.3 billion

IonQ is paying in its own shares to push deeper into cybersecurity. The quantum computing company said it agreed to acquire Elisity, a Zero Trust network security firm, in an all-stock transaction valued at up to $1.3 billion, according to a regulatory filing Tuesday.

The merger agreement was signed Oct. 9, and IonQ announced the deal on Oct. 12.

How the deal is structured

Elisity's securityholders will receive IonQ common stock worth $1.15 billion at closing, reduced by any leakage since July 31, 2026. They can earn up to another $150 million in shares if Elisity hits revenue milestones between Aug. 1, 2026, and Jan. 31, 2028.

The share count will be set using IonQ's volume-weighted average price over the 20 trading days ending before the third business day prior to closing. That price is collared: no higher than $49.61 and no lower than $33.07 per share.

On top of the purchase price, IonQ agreed to create a retention pool of restricted stock units worth $100 million for continuing Elisity employees, vesting over four years.

The shares will be issued without registration under Securities Act exemptions, including Section 4(a)(2), Regulation D and Regulation S, and the deal requires NYSE listing approval for the new stock, regulatory approvals and other customary conditions. IonQ expects to close in the fourth quarter of 2026; either side can walk away under certain conditions if it hasn't closed by Jan. 7, 2027.

Why IonQ wants it

IonQ said Elisity's Zero Trust platform will pair with its post-quantum cryptography and quantum key distribution products. The company described Elisity as having more than 100 global customer deployments and a track record of doubling revenue and customers year over year, and pegged the microsegmentation market at more than $10 billion.

"Q-Day is coming much faster than predicted," Chairman and CEO Niccolo de Masi said in the release, comparing the deal to IonQ's addition of SkyWater Technology in chip fabrication.

Elisity will keep operating under its current leadership, including CEO James Winebrenner, after closing. IonQ also said its multiproduct revenue grew 40% year over year in the second quarter of 2026.

By the numbers

• Closing consideration: $1.15 billion in IonQ stock
• Earnout: up to $150 million, tied to revenue through Jan. 31, 2028
• Price collar: $33.07 to $49.61 per IonQ share
• Employee retention RSUs: $100 million, four-year vesting
• Expected close: fourth quarter of 2026

Sources

1. IonQ, Inc., Form 8-K (Items 1.01, 3.02, 7.01), filed Oct. 13, 2026 (accession 0001193125-26-419609)
2. IonQ, Inc., Exhibit 99.1 press release, "IonQ to Acquire Elisity to Accelerate Zero Trust for the Quantum Era," Oct. 12, 2026

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