[Form 4] IonQ, Inc. Insider Trading Activity

Rhea-AI Filing Summary

IonQ director and CEO received a restricted stock unit award totaling 485,319 shares that vests over three years with quarterly vesting on March 10, June 10, September 10 and December 10, contingent on continued service. Following this grant the reporting person beneficially owns 1,197,306 shares. The award is reported as acquired at a $0 price because it is an RSU grant rather than a purchase. The filing documents the grant date and vesting schedule but does not include performance-based conditions; vesting is tied to continued service through each vesting date.

Insights

Corporate Governance Expert

TL;DR: A sizable time‑based RSU award aligns management with shareholders but increases share count temporarily until vested.

The grant of 485,319 RSUs to the reporting person is presented as a time‑based retention award vesting quarterly over three years, which is a common governance tool to retain senior executives and link long‑term incentives to share price performance. The filing shows 1,197,306 shares beneficially owned post‑grant, clarifying insider exposure. The document does not disclose performance metrics or additional conditions beyond continued service, so stakeholders must rely on the company’s equity plan for further detail.

Compensation Analyst

TL;DR: The RSU size is material for executive pay; it is purely service‑based with quarterly vesting over three years.

This award represents a significant equity grant of 485,319 RSUs that vests 1/12th quarterly, indicating a standard multi‑year retention structure. Reporting shows acquisition coded as an award rather than a market purchase (price reported as $0), consistent with RSU accounting. Without disclosed performance conditions in this filing, the grant appears to deliver value to the recipient regardless of operational outcomes, subject only to continued service through scheduled vesting dates.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

de Masi Niccolo

(Last) (First) (Middle)

C/O IONQ, INC.

4505 CAMPUS DRIVE

(Street)

COLLEGE PARK MD 20740

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IonQ, Inc. [ IONQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/13/2025		A		485,319(1)	A	$0	1,197,306	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a restricted stock unit ("RSU") award. The RSUs will vest over three years, with 1/12th of the total number of shares underlying the award vesting quarterly on each March 10, June 10, September 10 and December 10, subject to the Reporting Person continuing as a service provider through each such vesting date.

	/s/ Paul T. Dacier, Attorney-in-Fact	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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