IONQ insider sell-to-cover: 4,175 shares sold to cover RSU taxes

Rhea-AI Filing Summary

IonQ director and Chief Administrative Officer Paul T. Dacier sold 4,175 shares of IonQ common stock on 09/11/2025 at a weighted average price of $44.4016 per share, reducing his beneficial ownership to 114,454 shares. The filing states the sale was a "sell-to-cover" to satisfy statutory tax withholding obligations arising from the vesting of restricted stock units, and the reported sales occurred at prices ranging from $43.41 to $45.505. The Form 4 was signed by an attorney-in-fact on 09/12/2025.

Positive

• Disclosure provided that sale was a mandated "sell-to-cover" for RSU tax withholding, improving transparency

Negative

• None.

Insights

Securities/Corporate Governance Analyst

TL;DR Insider executed a routine "sell-to-cover" RSU tax-withholding sale; disclosure is standard and non-operational.

The reported disposition of 4,175 shares by a director/officer reflects a mandated tax-withholding sale tied to RSU vesting rather than a discretionary sale. The weighted-average price reported is $44.4016, with individual trade prices between $43.41 and $45.505. From a governance and disclosure perspective, timely Form 4 reporting and provision of price range details are positive for market transparency. This transaction does not by itself indicate a change in company operations or financial condition.

Equity Compensation Specialist

TL;DR Transaction is a standard sell-to-cover for tax withholding on vested RSUs; not indicative of insider sentiment change.

The Form 4 clarifies the sale was to satisfy statutory tax withholding obligations following RSU vesting, a common practice under equity incentive plans. The seller's remaining beneficial ownership was disclosed as 114,454 shares after the transaction. The filer offers to provide detailed per-trade quantities upon request, which supports record transparency but provides no new operational or financial metrics.

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
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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^*

DACIER PAUL T

(Last) (First) (Middle)

4505 CAMPUS DR

(Street)

COLLEGE PARK 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Administrative Officer

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)		4,175	D	$44.4016(2)	114,454	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did IonQ (IONQ) report for Paul T. Dacier?

The Form 4 reports Paul T. Dacier sold 4,175 shares of IonQ common stock on 09/11/2025 in a sell-to-cover transaction.

Why were the 4,175 shares sold according to the Form 4?

The filing states the sale "represents the number of shares required to be sold to cover the statutory tax withholding obligations" from the vesting of restricted stock units.

What price did the shares sell for in the reported IONQ transaction?

The Form 4 lists a weighted average price of $44.4016 per share, with individual trade prices ranging from $43.41 to $45.505.

How many IonQ shares did Paul T. Dacier beneficially own after the sale?

After the reported transaction, the filing shows 114,454 shares beneficially owned by the reporting person.

Was the Form 4 signed and when was it filed?

The signature on the filing is by an attorney-in-fact, /s/ Kevin Caimi, dated 09/12/2025.