STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

NOTE. 15 STOCK-BASED COMPENSATION

Quantinuum 2023 Equity Incentive Plan

Prior to the Reorganization Transactions, Quantinuum (Cayman) maintained a stock-based incentive plan (“2023 Plan”) for eligible Quantinuum employees. The 2023 Plan, which was assumed by the Company as part of the Reorganization Transactions, authorized the grant of 6,443,305 Quantinuum (Cayman) Class C shares, including stock options, restricted shares and RSUs. Following the IPO, the number of shares of Class A common stock reserved for issuance under the 2023 Plan is 3,845,117. The restricted Quantinuum (Cayman) Class C shares granted under the 2023 Plan were converted into 2,898,904 restricted shares of our Class A common stock and the RSU awards granted under the 2023 Plan covering Quantinuum (Cayman) Class C shares were converted into RSU awards covering 757,816 shares of our Class A common stock. No stock options were issued under the 2023 Plan. The 2023 Plan terminated in connection with the Reorganization Transactions, such that the Company cannot grant new awards under the 2023 Plan. However, any outstanding awards granted under the 2023 Plan as of the Reorganization Transactions remained outstanding following those transactions, subject to the terms of the 2023 Plan and applicable award agreements.

The RSUs and restricted stock vest subject to a dual-contingency structure, requiring the satisfaction of both a service or annual performance condition and a liquidity event condition. The service-based vesting condition and the annual performance-based vesting condition, which are expected to be tied to the achievement of corporate objectives, are satisfied over a period of four years. The liquidity event condition is an additional performance condition that would be satisfied upon a qualifying liquidity event. Prior to the IPO, no Stock compensation expense was recognized for any restricted shares and RSUs under the 2023 Plan, as the qualifying liquidity event was not considered probable.

The liquidity event condition was satisfied upon completion of the IPO. Modification accounting is not required for the awards assumed under the 2023 Plan as (i) the fair value of the modified awards does not exceed the fair value of the original award immediately before the original award was modified, (ii) the vesting conditions of the modified awards are the same as the original award immediately before the original award is modified and (iii) the classification of the modified

award is the same as the original award immediately before the original award is modified. As a result, there is no incremental compensation cost resulting from the assumption of the 2023 Plan.

Upon completion of the IPO, the Company recorded a cumulative adjustment to Stock compensation expense totaling $103.8 million using the accelerated attribution method for the 2023 Plan. For the period from June 5, 2026 to June 30, 2026, the Company recognized Stock compensation expense totaling $6.9 million using the accelerated attribution method.

For the restricted shares and RSUs subject to the annual performance-based vesting condition for the 2026 performance period, an accounting grant date is only established when key terms and conditions of the awards are communicated to the recipients. As of June 30, 2026, a total of 400,791 of restricted shares and 151,562 of RSUs had no accounting grant date as the annual performance conditions were not yet communicated. However, the service inception date precedes the establishment of the grant date, therefore, compensation cost is recognized based on the fair value of the Company’s common stock at each reporting period until the grant date is established. Once the grant date is established, the cumulative compensation cost is adjusted to reflect the grant-date fair value of the award.

The following table is a summary of the restricted share and RSU awards activity under the 2023 Plan on a post-conversion basis and related information for the six months ended June 30, 2026:


	RSUs			Restricted Shares
	Number of Shares	Weighted-Average Grant-Date Fair Value		Number of Shares	Weighted-Average Grant-Date Fair Value
Outstanding and unvested—January 1	189,453	$	11.04	659,867	$	16.13
Granted	416,799	49.23		1,665,525	47.10
Vested	(568,362)	39.05		(1,744,726)	39.21
Forfeited	—	—		(41,702)	11.04
Outstanding and unvested—June 30	37,890	$	11.04	538,964	$	37.51

As of June 30, 2026, unrecognized Stock compensation expense related to the 2023 Plan awards that are expected to vest was $38.7 million, which is expected to be recognized over a weighted-average period of 1.3 years.

Quantinuum 2026 Equity Incentive Plan

In connection with the IPO, the Company adopted the 2026 Incentive Award Plan (the “2026 Plan”) in order to facilitate the grant of cash and equity incentives to our employees, consultants, directors and consultants of our affiliates in order to attract, motivate and retain the talent for which we compete. Through the 2026 Plan, the Company assumed the contractual obligations to grant RSU awards under the conditions set forth in two stock-based compensation plans contingent upon a qualifying liquidation event such as an IPO: the Parent-Quantinuum Plan (the “Parent-Quantinuum Plan”) and the Series A Common Stock Pool Plan (the “SACSP”, and together with the Parent-Quantinuum Plan, the “Contractual Obligations”). In addition to assuming the Contractual Obligations, the Company’s Board of Directors also approved the grant of new awards pursuant to the 2026 Plan to certain employees and non-employee directors and executive officers, which became effective in connection with the consummation of the offering (“IPO Equity Awards” and together with the “Contractual Obligations”, the “2026 Plan Awards”). The 2026 Plan authorizes the grant of awards, including stock options, restricted shares and RSUs, covering up to 40,899,555 shares of Class A common stock.

The details of the plans assumed by the Company under the 2026 Plan are as follows:

Parent-Quantinuum Plan

On November 29, 2021, Honeywell announced a stock-based incentive plan for eligible Company employees to receive awards of Company equity shares which will be granted upon a qualifying liquidity event. The promised RSUs vested in four equal annual installments on the first through fourth anniversaries of November 29, 2021 and were fully vested prior to the IPO.

Series A Common Stock Pool Plan

On March 1, 2022, Quantinuum (Cayman) authorized and approved a pool of Class A common stock for employees to be issued upon a qualifying liquidity event. These awards were granted to multiple employees, on many different dates into 2026. The RSUs issued in settlement of the SACSP awards are scheduled to vest in four equal annual installments on the first through fourth anniversaries of the applicable date on which the letter communicating the award was issued to eligible

employees. At the date of the IPO, the RSUs issued in settlement of awards under the SACSP were a mix of fully vested and partially vested awards.

IPO Equity Awards

The IPO Equity Awards are comprised of both RSUs and options to acquire shares of the Company’s Class A common stock. Most of the IPO Equity Awards will vest in equal annual installments on the first through fourth anniversaries of the applicable vesting commencement date, except for awards issued to board members, which will vest on the first anniversary of the IPO date.

The liquidity event condition was satisfied upon completion of the IPO, and the Company recorded a cumulative adjustment to Stock compensation expense totaling $327.9 million using the accelerated attribution method for the 2026 Plan. For the period from June 5, 2026 to June 30, 2026, the Company recognized Stock compensation expense totaling $8.9 million using the accelerated attribution method.

The following table is a summary of the RSU awards activity under the 2026 Plan and related information for the six months ended June 30, 2026:


	RSUs
	Number of Shares	Weighted-Average Grant-Date Fair Value
Outstanding and unvested—January 1	—	$	—
Granted	8,800,759	61.79
Vested	(3,098,250)	60.00
Forfeited	—	—
Outstanding and unvested—June 30	5,702,509	$	62.77

The IPO Equity Awards granted to our CEO, Dr. Rajeeb Hazra are 50% in the form of RSUs and the remaining 50% in the form of options to acquire shares of our Class A common stock (the “Hazra IPO Equity Awards”). The Hazra IPO Equity Awards have a cumulative dollar-denominated value of $9.4 million. The number of shares of Class A common stock subject to such RSUs and options (and the exercise price per share applicable to such option) was based on the initial public offering price of $60 per share and, with respect to the option, was determined utilizing a Black-Scholes model. The Hazra IPO Equity Awards cover 78,333 shares (for the RSUs, which are included in the table above) and 122,791 shares for the options of Class A common stock. The Hazra IPO Equity Awards vest ratably in annual installments over a four year period, subject to his continued employment through the applicable vesting date.

The following table is a summary of the stock option activity under the IPO Equity Awards and related information for the six months ended June 30, 2026:


	Options
	Number of Options	Weighted-Average Grant-Date Fair Value
Outstanding and unvested—January 1	—	$	—
Granted	122,791	38.28
Vested	—	—
Forfeited	—	—
Outstanding and unvested—June 30	122,791	$	38.28

We estimate the fair value of stock options using the Black-Scholes option-pricing model consistent with the provisions of ASC Topic 718, “Compensation-Stock Compensation” (Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the

expected volatility of the underlying stock over the estimated life of the option. Expected volatility was estimated based on historical and implied stock price volatility from several guideline companies over a period equivalent to the expected term.

We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards.

The Hazra IPO Equity Awards, issued in the form of options, were granted on June 3, 2026, and represent the only options outstanding as of June 30, 2026. The assumptions used for the Black-Scholes option-pricing model were as follows:


Assumptions:
Expected volatility	65.00		%
Risk-free interest rate	4.33		%
Expected dividend yield	—		%
Expected life (in years)	6.25
Exercise price	$	60.00

As of June 30, 2026, unrecognized Stock compensation expense related to the 2026 Plan awards that are expected to vest was $194.8 million, which is expected to be recognized over a weighted-average period of 2.3 years.

The following table is a summary of the total Stock compensation expense for the 2023 Plan and 2026 Plan awards, which is included in the Condensed Consolidated Financial Statements as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Cost of revenue	$	6,331	$	—	$	6,331	$	—
Research and development expenses—net	294,901		—		294,901		—
Sales and marketing expenses	17,217		—		17,217		—
General and administrative expenses	129,011		—		129,011		—
Total Stock compensation expense	$	447,460	$	—	$	447,460	$	—

The Company paid $92.0 million in taxes for the net share settlement of incentive equity awards that vested during the six months ended June 30, 2026. Such amounts are included within Financing activities on the Condensed Consolidated Statements of Cash Flows.