Cardillo Robert T. 4

What Happened
Robert T. Cardillo, Director and Executive Chair (IonQ Federal) of IonQ, exercised 3,773 stock options with an exercise price of $11.24 (cost $42,409) on May 6, 2026 and the same day sold the 3,773 resulting shares in the open market at $49.90 each for gross proceeds of $188,273. The Form 4 shows the option (derivative) was disposed upon exercise — the common pattern of exercising vested options and immediately selling the shares.

Key Details

• Transaction date: 2026-05-06; Form 4 filed: 2026-05-08 (appears timely).
• Exercise: 3,773 shares at $11.24 → total exercise cost $42,409. (Code M — option exercise)
• Sale: 3,773 shares at $49.90 → gross proceeds $188,273. (Code S — open-market sale)
• Net proceeds before taxes/fees (sale proceeds minus exercise cost): $188,273 − $42,409 = $145,864 (approx.).
• Footnote F1: Trades were made under a pre-established Rule 10b5-1 trading plan adopted 3/12/2025 and amended 6/13/2025.
• Footnote F2: The underlying option vests one-third on 2/26/2025 and on each annual anniversary thereafter (service-based vesting).
• Shares owned after the transaction: Not reported in the provided excerpt of the Form 4.

Context

• This was effectively a cashless exercise: the insider exercised vested options and sold the same shares the same day, commonly done to realize option value or cover exercise costs and taxes.
• The presence of a Rule 10b5-1 plan indicates the sales were pre-planned and not necessarily a contemporaneous signal of the insider’s view of the stock.
• Facts only — no inference about motivation is made.