The Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2021 Plan. As of December 31, 2025, there were 14,602,612 shares available for future grant under the 2021 Plan.

On May 8, 2023, the Company adopted the 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”) to reserve 3,000,000 shares of its Class A common stock to be used exclusively for grants of awards to individuals that were

not previously employees or directors of the Company as a material inducement to such individuals’ entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. On August 23, 2024, the Company amended the 2023 Inducement Plan to reserve an additional 3,000,000 shares of its Class A common stock under the 2023 Inducement Plan. The terms and conditions of the 2023 Inducement Plan, as amended, are substantially similar to those of the 2021 Plan. As of December 31, 2025, there were 2,239,404 shares remaining available for issuance under the 2023 Inducement Plan.

The Company granted an aggregate of 1,166,855and 2,282,600 stock option awards to participants during the years ended December 31, 2025 and 2024, respectively, with vesting subject to the participant’s continued employment with or continued service provided to the Company through the applicable vesting dates.

During the year ended December 31, 2023, the Company granted an aggregate of 10,138,730 stock option awards to participants, with vesting subject to the participant’s continued employment with or continued service provided to the Company through the applicable vesting dates and, in specific instances, certain market conditions. These stock option awards included 2,000,000 stock options granted to the Chief Financial Officer which are subject to service and/or certain market conditions. The stock option awards granted to the Chief Financial Officer included 1,000,000 stock options issued from the 2021 Plan and 1,000,000 inducement stock options issued from the 2023 Inducement Plan which are subject to a service condition and certain market conditions. The service condition requires the Chief Financial Officer’s continued employment with the Company through the applicable vesting dates. The market conditions require the Company’s Class A common stock trade above a specified level for a defined period of time. The fair value of awards with market conditions was estimated at the grant date using the Monte Carlo simulation model.

Stock-based compensation related to stock options for the years ended December 31, 2025, 2024 and 2023 was $6.3 million, $6.4 million and $7.1 million, respectively. The Company estimates and records the compensation cost associated with the grants described above with an offsetting entry to paid-in capital. The Company utilized the Black-Scholes model for determining the estimated fair value for service or performance-based stock-based awards. The Black-Scholes model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees and non-employees for the years ended December 31, 2025, 2024 and 2023 were as follows:

2025

2024

2023

Expected term (in years)

4.6 – 5.5

4.6 – 5.0

5.0 – 6.2

Risk-free interest rate

4.4% – 4.4%

3.4% – 5.2%

3.4% – 4.4%

Expected volatility

107% – 114%

82% – 91%

62% – 64%

Expected dividend yield

—

Weighted average fair value per share at grant date

$1.17

$1.03

$1.01


	Number of Options	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024	20,803,142	$	2.61	7.8	$	11,507
Granted	1,166,855	1.44
Exercised	(830,228)	2.31
Forfeited	(2,009,819)	3.36
Outstanding at December 31, 2025	19,129,950	$	2.47	7.1	$	22
Exercisable at December 31, 2025	10,796,502	$	2.81	6.4	$	22
Vested and expected to vest at December 31, 2025	19,129,950	$	2.47	7.1	$	22

In November 2022 and May 2023, the Company granted 2,780,000 and 1,000,000 performance-based stock option awards to its Chief Executive Officer and Chief Financial Officer, respectively. The vesting of these awards are subject to continued service to the Company and certain market conditions. The market conditions require the Company’s Class A common stock trade above specified levels for certain periods of time. The fair values of the awards were estimated at the grant date using the Monte Carlo simulation model.

On March 15, 2024, the market conditions that trigger the vesting of these performance-based stock option awards were modified. The modified market conditions require the Company’s Class A common stock to trade above specified levels for certain defined periods of time that are different from the original awards. The Company accounted for the modifications as modifications of market conditions. The total incremental stock-based compensation expense to be recognized for these awards is approximately $2.4 million within Selling, general and administrative operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. Incremental stock-based compensation expense was $0.8 million and $0.6 million for the years ended December 31, 2025 and 2024, respectively. There were no such modifications to performance-based stock option awards for the year ended December 31, 2023.

During the years ended December 31, 2025, 2024 and 2023, the Company granted an aggregate of 8,535,732, 9,216,559 and 786,938, respectively, of restricted stock unit (“RSU”) awards to participants with vesting subject to the participant’s continued employment with or continued service provided to the Company through the applicable vesting dates.

The number of shares and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2025, as well as restricted stock units granted, vested, and forfeited during the year were as follows:


	Number of Shares Underlying RSUs	Weighted Average Grant-Date Fair Value (per share)
Non-vested RSUs at December 31, 2024	7,179,009	$	1.39
Granted	8,535,732	1.21
Vested	(3,082,653)	1.36
Forfeited	(1,513,697)	1.21
Non-vested RSUs at December 31, 2025	11,118,391	$	1.29

Stock-based compensation is allocated to Research and development and Selling, general and administrative operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. Stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands):