[144] IonQ, Inc. SEC Filing

Rhea-AI Filing Summary

IonQ, Inc. insider filing reports a proposed sale of 129,670 common shares through Morgan Stanley on 09/12/2025, with an aggregate market value of $6,100,973.50. The shares were originally acquired on 02/24/2021 from the issuer by exercise of stock options, paid in cash. The filing lists total outstanding shares of 296,837,796, and discloses that the same account sold 461,214 shares under 10b5-1 plans during the prior three months, generating gross proceeds of $19,044,783.58. The filer certifies there is no undisclosed material adverse information and references Rule 10b5-1 plan usage.

Positive

• Transaction complies with Rule 144 and indicates use of a 10b5-1 plan, suggesting prearranged, rule-compliant sales
• Securities were acquired by exercised options and paid in cash on 02/24/2021, which is clearly disclosed

Negative

• Proposed sale of 129,670 shares (aggregate market value $6,100,973.50) will increase insider-supplied shares to the market
• Prior 10b5-1 sales totaled 461,214 shares in the past three months for $19,044,783.58, representing ongoing insider liquidation activity

Insights

Securities Analyst

TL;DR Insider sale of previously exercised options; size is modest relative to share count and appears executed under trading plans.

The filing documents a planned sale of 129,670 shares valued at $6.10M, acquired by exercise on 02/24/2021 and paid in cash. The filer has executed multiple 10b5-1 plan sales in the past three months totaling 461,214 shares for $19.04M. From a market-impact standpoint, the single proposed sale represents a small fraction of the issuer's ~296.8M shares outstanding, and the disclosure of 10b5-1 activity signals prearranged, rule-compliant liquidation rather than opportunistic trading.

Corporate Governance Expert

TL;DR Disclosure complies with Rule 144 and notes 10b5-1 plan activity; no material adverse facts disclosed by the signer.

The notice includes required representations about lack of undisclosed material adverse information and cites reliance on a 10b5-1 plan for prior sales. The record shows multiple scheduled sales across June–September 2025, consistent with pre-set trading instructions. The filing provides clear provenance for the securities (previous option exercise) and payment method (cash), meeting standard governance and disclosure expectations for insider transactions.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	129670	6100973.50	296837796	09/12/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/24/2021	Previously Exercised Stock Options	Issuer			129670	02/24/2021	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for THOMAS G. KRAMER 4505 Campus Drive College Park MD 20740	Common	09/03/2025	64578	2700858.61
10b5-1 Sales for THOMAS G. KRAMER 4505 Campus Drive College Park MD 20740	Common	08/06/2025	17776	733800.39
10b5-1 Sales for THOMAS G. KRAMER 4505 Campus Drive College Park MD 20740	Common	07/21/2025	47478	2264719.59
10b5-1 Sales for THOMAS G. KRAMER 4505 Campus Drive College Park MD 20740	Common	07/08/2025	43382	2070586.59
10b5-1 Sales for THOMAS G. KRAMER 4505 Campus Drive College Park MD 20740	Common	07/02/2025	72000	3042396.00
10b5-1 Sales for THOMAS G. KRAMER 4505 Campus Drive College Park MD 20740	Common	06/16/2025	216000	8232422.40

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for IONQ report?

The form reports a proposed sale of 129,670 common shares on 09/12/2025 with aggregate market value $6,100,973.50.

How were the shares being sold acquired?

The shares were acquired on 02/24/2021 by exercise of stock options from the issuer and paid in cash.

How many shares did the filer sell in the past three months?

The filing discloses 461,214 shares sold under 10b5-1 plans during the past three months, producing gross proceeds of $19,044,783.58.

Through which broker will the proposed sale be executed?

The proposed sale is through Morgan Stanley Smith Barney LLC (Executive Financial Services, New York).

How many shares outstanding does IonQ report in the filing?

The filing lists 296,837,796 shares outstanding.