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 June 30, 2026, there were 10,864,268 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 June 30, 2026, there were 1,703,934 shares available for future issuance under the 2023 Inducement Plan, as amended.

The Company granted participants an aggregate of 2,260,665 and 5,498,109 stock options awards to participants during the three and six months ended June 30, 2026, 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 three and six months ended June 30, 2025, the Company granted an aggregate of 1,134,855 and 1,166,855 stock option awards, respectively, 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 Company recorded $1.4 million and $1.7 million for stock-based compensation related to stock options for the three months ended June 30, 2026 and 2025, respectively, and $2.7 million and $3.2 million for stock-based compensation related to stock options for the six months ended June 30, 2026 and 2025, respectively.

The fair value of each stock option award granted during the six months ended June 30, 2026 was estimated as of the grant date using a Black-Scholes model with the following assumptions:


						Six months ended June 30, 2026
Expected term (in years)						5.7 - 6.0
Risk-free interest rate						3.9% - 4.6%
Expected volatility						109.4% - 111.8%
Expected dividend yield						—
Weighted average grant date fair value per share						$0.72 - $0.82


	Number of Options	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2025	19,129,950	$	2.47	7.1	$	22
Granted	5,498,109	$	0.92

Forfeited	(795,058)	$	3.42

Outstanding at June 30, 2026	23,833,001	$	2.08	7.4	$	70
Options exercisable at June 30, 2026	12,593,718	$	2.55	6.5	$	—
Vested and expected to vest at June 30, 2026	23,833,001	$	2.08	7.4	$	70

As of June 30, 2026, total unrecognized stock-based compensation related to stock options was $7.4 million, which is expected to be recognized over a remaining weighted average vesting period of 1.9 years.

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 is subject to continued service to the Company and certain market conditions. The market conditions require the Company’s Class A common stock to 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 within Selling, general and administrative operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss is approximately $2.4 million. Incremental stock-based compensation expense for these awards was $0.2 million and $0.4 million for both the three and six months ended June 30, 2026 and 2025.

The Company granted participants an aggregate of 623,216 and 8,939,509 restricted stock unit (“RSU”) awards during the three and six months ended June 30, 2026, respectively, to participants with vesting subject to the participant’s continued employment with or continued service provided to the Company through the applicable vesting dates. During the three and six months ended June 30, 2025, the Company granted an aggregate of 77,270 and 8,181,743 RSU awards, respectively, 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 Company recorded $1.6 million and $1.3 million for stock-based compensation related to RSU awards for the three months ended June 30, 2026 and 2025, respectively, and $2.9 million and $2.1 million for stock-based compensation related to RSU awards for the six months ended June 30, 2026 and 2025, respectively.


	Number of Shares Underlying RSUs	Weighted Average Grant-Date Fair Value
Outstanding non-vested RSUs at December 31, 2025	11,118,391	$	1.29
Granted	8,939,509	$	0.97
Vested	(2,515,139)	$	1.28
Forfeited	(713,996)	$	1.21
Outstanding non-vested RSUs at June 30, 2026	16,828,765	$	1.13

As of June 30, 2026, total unrecognized stock-based compensation related to restricted stock units was $18.3 million, which is expected to be recognized over the remaining weighted average vesting period of 3.0 years.

Stock-based compensation is allocated to Research and development and Selling, general and administrative operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Stock-based compensation expense for the three and six months ended June 30, 2026 and 2025 was allocated as follows (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Research and development	$	705	$	810	$	1,345	$	1,406
Selling, general and administrative	2,345		2,086		4,270		3,852
Total stock-based compensation	$	3,050	$	2,896	$	5,615	$	5,258