[Form 4] IonQ, Inc. Insider Trading Activity

Rhea-AI Filing Summary

IonQ, Inc. director and President & CEO Niccolo de Masi reported the sale of 16,120 shares of IonQ common stock on 09/11/2025. The filing states these sales were executed as a sell-to-cover to satisfy statutory tax withholding obligations upon vesting of restricted stock units, not as discretionary open-market dispositions. The weighted-average price for the shares sold is reported as $44.4016, with individual trade prices ranging from $43.41 to $45.505. After the transaction, de Masi beneficially owns 1,181,186 shares, held directly.

Insights

Corporate Governance Expert

TL;DR: Routine post-vesting sell-to-cover by a CEO/director to satisfy tax withholding; ownership remains substantial.

The transaction is described as a mandated sell-to-cover tied to RSU vesting, which is a common equity plan administrative action and not a voluntary sell indicating change in view. The reporting person remains a substantial direct holder with 1,181,186 shares following the sale. Because the sale was executed to cover tax obligations and not labeled as a discretionary sale, governance concerns about opportunistic insider selling are limited based on the information provided.

Securities Analyst

TL;DR: Insider sold 16,120 shares at a weighted-average price of $44.4016 as a tax-withholding sale; impact appears immaterial to float.

The filing discloses a weighted-average sale price of $44.4016 with trade prices between $43.41 and $45.505. The 16,120-share disposition reduces the reporting person's direct holdings but leaves a sizable position of 1,181,186 shares. There is no indication of additional derivative transactions or discretionary sales in this report; the activity is limited to non-derivative common stock sold to satisfy statutory tax withholding.

Insider Trade Summary

Net Seller: 16,120 shares ($715,754)

Net Sell 1 txn

Insider de Masi Niccolo

Role President and CEO

Sold 16,120 shs ($716K)

Type	Security	Shares	Price	Value
Sale	Common Stock	16,120	$44.4016	$716K

Holdings After Transaction: Common Stock — 1,181,186 shares (Direct)

Footnotes (1)

1. Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.41 to $45.505, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
09/11/2025

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	09/11/2025		S(1)		16,120	D	$44.4016(2)	1,181,186	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 the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.41 to $45.505, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Kevin Caimi, Attorney-in-Fact	09/12/2025
	** 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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