[Form 4] IonQ, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider reported RSU awards and resulting beneficial ownership in IonQ, Inc. (IONQ). Robert T. Cardillo received two restricted stock unit awards on 09/10/2025: 45,600 RSUs that vest over four years (25% on 09/10/2026, then quarterly 1/16 on each Dec 10, Mar 10, Jun 10, Sep 10) and 31,920 RSUs that vest in full on 09/10/2027, both conditioned on continued service. Both awards were reported with a transaction price of $0. After the first award the reporting person beneficially owned 83,036 shares, and after the second award 114,956 shares. The filing was signed by an attorney-in-fact on 09/25/2025.

Positive

• Time-based RSU awards granted to align the reporting person's interests with long-term shareholder value
• Clear vesting schedules: 45,600 RSUs with a 4-year schedule and 31,920 RSUs vesting in full on 09/10/2027
• Beneficial ownership increased to 114,956 shares following the grants, as reported

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation through time-based RSUs increases insider stake but ties value to continued service and future vesting.

The Form 4 shows time-based restricted stock unit grants to a director/executive chair, consistent with standard governance practice for aligning management and board interests with shareholders. The first award (45,600 RSUs) follows a four-year vesting schedule with an initial 25% cliff at one year and subsequent quarterly vesting; the second award (31,920 RSUs) vests in full in two years. Both awards were reported at a $0 transaction price, indicating equity compensation rather than a purchase. The grants increase reported beneficial ownership to 114,956 shares if fully vested, but actual ownership depends on service through each vesting date.

Compensation Analyst

TL;DR: Grants are time-based RSUs with typical vesting cadence; impact on dilution and realized value depends on future stock performance and continued service.

Details are explicit: 45,600 RSUs with a 25% one-year cliff then quarterly vesting, and 31,920 RSUs cliffing on 09/10/2027. Reporting at $0 signals non-cash compensation. From a pay-design perspective, these awards incentivize retention through 2027; without performance conditions, their ultimate cost to shareholders equals the market value at vesting dates and could be dilutive depending on company size and outstanding shares. The filing does not disclose grant-date fair value or percent of outstanding shares, so material dilution cannot be quantified here.

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).

1. Name and Address of Reporting Person^*

Cardillo Robert T.

(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
	Officer (give title below)	X	Other (specify below)
			Executive Chair, IonQ Federal

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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	09/10/2025		A		45,600(1)	A	$0	83,036	D
Common Stock	09/10/2025		A		31,920(2)	A	$0	114,956	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 four years, with 25% of the total number of shares underlying the award vesting on September 10, 2026 and 1/16 of the total number of such shares vesting quarterly thereafter on each subsequent December 10, March 10, June 10 and September 10, subject to the Reporting Person continuing as a service provider through each such vesting date.

2. Represents an RSU award. The RSUs will vest in full on September 10, 2027, generally subject to the Reporting Person continuing as a service provider through such date.

	/s/ Kevin Caimi, Attorney-in-Fact	09/25/2025
	** 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

Who filed the Form 4 for IONQ?

The filing reports transactions by Robert T. Cardillo, listed as Executive Chair, IonQ Federal, and a director.

What securities were reported on the IONQ Form 4 dated 09/10/2025?

Two restricted stock unit awards: 45,600 RSUs (four-year vesting) and 31,920 RSUs (vests in full on 09/10/2027).

What was the reported transaction price for the RSU awards?

Both RSU awards were reported with a transaction price of $0, indicating equity compensation rather than a cash purchase.

How many shares does the reporting person beneficially own after these transactions?

The filing shows 83,036 shares following the first award and 114,956 shares after the second award.

When do the 45,600 RSUs begin to vest?

25% of the 45,600 RSUs vest on 09/10/2026, then 1/16 of the total vests quarterly on Dec 10, Mar 10, Jun 10, and Sep 10 thereafter, subject to continued service.