Quantum Computing Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
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Item 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2025, certain executive officers and directors of the Company (each, a “Plan Participant”)entered into Rule 10b5-1 trading plan (a “Rule 10b5-1 Trading Plan”) to sell shares of the Company’s common stock, in each case, subject to any applicable volume limitations. No shares were traded under the Trading Plan during the year ended December 31, 2025.
The table below provides certain information regarding each Plan Participant’s Rule 10b5-1 Trading Plan.
| Name · Title · Plan Date · Earliest Selling Start Date · Maximum Shares That May Be Sold Under the Plan · Plan Expiration Date | ||||||
|---|---|---|---|---|---|---|
| Carl Weimer | Director | November 18, 2025 | March 19, 2026 | 100,000 | (1) | September 30, 2026 |
| (1) | The plan was established for the purposes of facilitating the potential exercise of vested stock options that are due to expire in January 2028, and the associated sale of shares. |
A Rule 10b5-1 Trading Plan is a written document that pre-establishes the amounts, prices and dates (or formulas for determining the amounts, prices and dates) of future purchases or sales of the Company’s common stock, including, if applicable, shares issued upon exercise of stock options or vesting of restricted stock units.
Each Plan Participant’s Rule 10b5-1 Trading Plan was adopted during an authorized trading period and when such Plan Participant was not in possession of material non-public information and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
The information set forth below is included for the purpose of providing disclosure under Item 5.02(e) of Form 8-K.
2026 Executive Compensation Plan
On February 17, 2021, the Board established an executive compensation framework for fiscal year 2026 (the “2026 Executive Compensation Framework”) as part of its review of target incentive compensation for our executive officers.
Under the terms of the 2026 Executive Compensation Framework, each of the eligible executive officers are expected to have their salary targeted at the 25 th percentile average of comparable companies, as determined by our compensation consultant, Pearl Meyer & Partners, LLC. Eligible executive officers may be eligible to receive a cash bonus that will vary in amount depending on our success in achieving certain performance targets including with respect to achieving $30 million in revenue. In addition, eligible executive officers may also be eligible to receive long term incentive equity grants comprised of 50% restricted stock units, 30% performance stock units (“PSU’s”) and 20% stock options. PSU’s are based on three year targets comprised 50% of revenue and backlog and 50% total shareholder return. Individual bonuses are computed based 50% on the company goal, 50% on individual goals. Our Board and/or our compensation committee retains full discretion to modify or deviate from the framework described above. The foregoing description is intended to summarize our Board’s current compensation framework and is not intended to constitute a binding compensatory plan or arrangement.
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