Ionq Inc SEC Filings

IonQ Executive Chair Peter Chapman reported significant insider transactions on June 20, 2025, executed through a pre-planned Rule 10b5-1 trading plan established on March 14, 2025.

Key transaction details:

• Exercised 1,497,311 employee stock options at $0.1334 per share
• Subsequently sold the same number of shares at a weighted average price of $39.931 (range: $39.50-$41.40)
• Post-transaction holdings: 390,329 shares held directly and 107,661 remaining stock options

The transactions were executed under a Rule 10b5-1 plan, which provides a safe harbor from insider trading allegations by establishing predetermined trading parameters. Chapman's remaining stock options are fully vested and exercisable, with an expiration date of May 16, 2029.

IonQ, Inc. (IONQ) has filed a Form 144 indicating an additional insider share sale. Peter Chapman intends to sell 1,497,311 shares of common stock through Merrill Lynch on or about 20 June 2025 on the NYSE. Based on the filing, IonQ has 261.6 million shares outstanding, so the proposed sale represents roughly 0.6 % of shares outstanding.

The filing also discloses that Chapman has already disposed of 4,491,933 shares in the past three months in two separate transactions dated 16 and 17 June 2025, generating US$171 million in gross proceeds. Taken together, recent and proposed sales total about 5.99 million shares, or ~2.3 % of outstanding stock.

All shares derive from stock-option exercises originally acquired on 17 Nov 2019. No material adverse, non-public information is acknowledged by the filer, and the sale may be conducted under a Rule 10b5-1 trading plan (date not provided). Apart from the sale notice, the document contains no operating metrics, earnings data, or strategic commentary.

Key datapoints

• Shares to be sold: 1,497,311
• Aggregate market value of proposed sale: US$59.7 million
• Broker: Merrill Lynch, San Francisco
• Issuer shares outstanding: 261.6 million
• Prior 3-month insider sales: 4.49 million shares for US$171 million

The elevated volume of insider selling, especially by a key executive, can signal reduced confidence or simple diversification; investors typically interpret sizeable Form 144 activity as a modest negative indicator unless offset by compelling corporate developments.

Item 5.07 – Results of IonQ’s 2025 Annual Meeting of Stockholders

IonQ, Inc. (NYSE: IONQ) reported the voting outcomes from its 17 June 2025 annual meeting. Two Class I directors were successfully re-elected to serve until the 2028 meeting: Niccolo de Masi received 60,572,382 “For” votes versus 1,986,960 withheld, while Inder M. Singh received 50,750,772 “For” votes versus 11,808,570 withheld. Each proposal carried 52,916,886 broker non-votes.

The non-binding “say-on-pay” proposal passed with 39,900,600 votes in favor (≈64 %), 22,233,654 against (≈35 %), and 425,088 abstentions, suggesting a material minority of shareholders question current compensation practices.

Shareholders overwhelmingly ratified Ernst & Young LLP as independent auditor for FY 2025, delivering 114,159,284 “For” votes (≈99 %), 588,969 against, and 727,975 abstentions.

No other matters were presented and the Form 8-K contained no financial performance updates, transactions, or strategic announcements.

IonQ director William F. Scannell received a grant of 5,513 restricted stock units (RSUs) on June 18, 2025. Following this transaction, Scannell now beneficially owns 140,560 shares directly.

Key details of the RSU grant:

• The RSUs were granted at $0 exercise price
• Vesting occurs at the earlier of: - The 2026 Annual Meeting date (or day prior if service ends at meeting) - June 18, 2026
• Vesting is contingent on continued service as Board member

This Form 4 filing represents standard equity compensation for board service, aligning the director's interests with shareholders through equity ownership. The transaction was executed under normal circumstances with no indication of unusual trading patterns.

IonQ director Gabrielle B. Toledano received a grant of 5,513 restricted stock units (RSUs) on June 18, 2025. Following this transaction, Toledano's direct ownership increased to 6,305 shares.

Key terms of the RSU award:

• Grant was made at $0 exercise price
• RSUs will vest in full at the earlier of:
  • 2026 Annual Meeting (or day before if service ends at meeting)
  • June 18, 2026
• Vesting is contingent on continued service as Board member

This Form 4 filing represents standard equity compensation for non-employee directors, aligning the director's interests with shareholders through stock ownership.

IonQ director Inder M. Singh received a grant of 5,513 restricted stock units (RSUs) on June 18, 2025. Following this transaction, Singh now beneficially owns a total of 32,603 shares directly.

Key terms of the RSU award:

• Vesting occurs at the earlier of: - The 2026 Annual Meeting date (or day prior if service ends at meeting) - June 18, 2026
• Vesting is contingent on continued service as Board member
• The RSUs were granted at $0 exercise price

This Form 4 filing represents standard equity compensation for board service, aimed at aligning the director's interests with shareholders. The transaction was executed under normal circumstances with no indication of unusual trading patterns.

IonQ director Kathryn K. Chou received a grant of 5,513 restricted stock units (RSUs) on June 18, 2025. Following this transaction, Chou beneficially owns a total of 67,628 shares directly.

Key terms of the RSU award:

• Vesting occurs at the earlier of: - 2026 Annual Meeting (or day prior if service ends at meeting) - June 18, 2026
• Vesting is contingent on continued service as Board member
• RSUs were granted at $0 exercise price

This Form 4 filing represents a standard director equity compensation grant, likely part of IonQ's annual board member compensation package. The transaction was executed under normal circumstances with no indication of any Rule 10b5-1 trading plan involvement.

IonQ Director Robert T. Cardillo received a grant of 5,513 restricted stock units (RSUs) on June 18, 2025. Following this transaction, Cardillo's direct ownership increased to 37,436 shares.

Key details of the RSU award:

• The RSUs were granted at $0 exercise price
• Vesting occurs at the earlier of: - The 2026 Annual Meeting date (or day prior if service ends at meeting) - June 18, 2026
• Vesting is contingent on continued service as Board member

This Form 4 filing, executed by Attorney-in-Fact Stacey Giamalis, represents standard equity compensation for non-employee directors, aligning the director's interests with shareholders through equity ownership.