IONQ Form 4: Director Gabrielle Toledano receives equity award

Rhea-AI Filing Summary

IonQ, Inc. (IONQ) – Form 4 filing dated 07/24/2025: Director Gabrielle B. Toledano received 3,696 restricted stock units (RSUs) on 07/23/2025. Each RSU converts into one share of common stock at no cost to the director.

Vesting schedule: One-third of the RSUs will vest on 02/24/2026 and on each of the next two annual anniversaries, provided Toledano continues serving on IonQ’s board.

Post-transaction holdings: Toledano now beneficially owns 10,001 common shares, held directly. No share sales or derivative transactions were reported.

The filing represents a routine equity grant meant to align the director’s incentives with shareholders; it has immaterial dilution and does not signal any change in IonQ’s operational or financial outlook.

Insights

Securities Analyst

TL;DR — Routine director RSU grant; neutral for valuation.

The award of 3,696 RSUs to director Gabrielle B. Toledano is a standard board compensation practice. It modestly increases insider ownership (total 10,001 shares) without cash outlay and carries a three-year vesting schedule that encourages board continuity. The amount is immaterial relative to IonQ’s ~200 M share count, so dilution and market impact are negligible. No sales or derivative positions were disclosed, implying no negative signal. Overall, the filing is neutral for investors and does not alter the company’s risk-reward profile.

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

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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^*

TOLEDANO GABRIELLE B

(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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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	07/23/2025		A		3,696(1)	A	$0	10,001	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. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. One-third of the RSUs will vest on February 24, 2026 and each one-year anniversary thereafter, subject to the Reporting Person's continued service as a member of the Issuer's Board of Directors through each such vesting date.

	/s/ Kevin Caimi, Attorney-in-Fact	07/24/2025
	** 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 did IonQ (IONQ) disclose in this Form 4 filing?

IonQ reported that director Gabrielle B. Toledano was granted 3,696 RSUs on 07/23/2025.

When will the 3,696 RSUs granted to Gabrielle Toledano vest?

One-third vests on 02/24/2026 and the remaining thirds vest on each subsequent one-year anniversary.

How many IonQ shares does Gabrielle Toledano own after the transaction?

She now beneficially owns 10,001 common shares, held directly.

Were any IonQ shares sold or disposed of in this filing?

No. The filing only reports an equity grant; there were no sales or dispositions.

Does this RSU grant materially affect IonQ’s share count?

No. The 3,696-share award is immaterial relative to IonQ’s total outstanding shares.