Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on April 11, 2025, the board of directors (the "Board") of Quantum Computing Inc. (the "Company") appointed Dr. Yuping Huang to serve as the Company's Interim Chief Executive Officer and President.

On December 12, 2025, the Board appointed Dr. Yuping Huang to serve as the Company's Chief Executive Officer (the "CEO Appointment").

Dr. Huang, age 45, has served as the Interim Chief Executive Officer and President since April 11, 2025, Chairman of the Board since December 10, 2024, and Chief Quantum Officer since June 16, 2022 and will continue to serve as President and Chairman of the Board during his service as Chief Executive Officer. Prior to joining the Company, Dr. Huang founded QPhoton, Inc., where he served as Chairman of the Board and Chief Executive Officer from 2020 until its acquisition by the Company on June 16, 2022. QPhoton, Inc. was a development stage company commercializing quantum photonic technology and devices to provide innovative and practical quantum solutions.

In connection with the CEO Appointment, the Company and Dr. Huang entered into an amended and restated employment agreement (the "Employment Agreement"), effective as of January 1, 2026, whereby, as compensation for his services as the Chief Executive Officer, Dr. Huang shall receive an annual base salary of $425,000 and a target annual bonus equal to 100% of base salary. Dr. Huang will also be eligible for annual long-term incentive awards of stock and stock options in amounts and subject to terms and conditions to be determined by the Board and based on performance criteria to be established by the Board.

There is no arrangement or understanding between Dr. Huang and any other person pursuant to which Dr. Huang was appointed as Chief Executive Officer. There are no family relationships between Dr. Huang and any of the Company's directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Dr. Huang has not engaged in any related-person transactions required to be disclosed by Item 404(a) of Securities and Exchange Commission Regulation S-K.

Item 5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Employment Agreement, and such description is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.