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  4. [Form 4] Quantinuum Inc. Insider Trading Activity

Quantinuum (QNT) CEO Rajeeb Hazra granted 1.04M RSUs and stock options

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Quantinuum Inc. director and President & CEO Rajeeb Hazra reported a series of equity compensation awards and related tax withholding in Class A Common Stock. He received 1,042,561 restricted stock units, each representing a right to one share of Class A Common Stock, which will vest in four equal annual installments beginning on June 5, 2027. He was also granted 122,791 stock options with a $60.00 exercise price, scheduled to vest in four equal annual installments beginning on June 5, 2027. In addition, he acquired 78,333 shares of restricted Class A Common Stock in connection with a recapitalization transaction. To satisfy tax liabilities upon vesting of restricted stock, 336,389 shares were withheld by the issuer at $60.00 per share, which the filing specifies was not a market sale. Following these transactions, Hazra directly holds 784,505 shares of Class A Common Stock.

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Insider Hazra Rajeeb
Role President & CEO
Type Security Shares Price Value
Grant/Award Class A Common Stock 78,333 $0.00 --
Grant/Award Stock Option 122,791 $0.00 --
Grant/Award Class A Common Stock 1,042,561 $0.00 --
Tax Withholding Class A Common Stock 336,389 $60.00 $20.18M
Holdings After Transaction: Class A Common Stock — 784,505 shares (Direct, null); Stock Option — 122,791 shares (Direct, null)
Footnotes (1)
  1. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a). Represents an acquisition of restricted shares of Class A Common Stock pursuant to a recapitalization transaction, 768,888 shares of which became immediately vested. Represents shares withheld by the Issuer to satisfy tax liability on vesting of restricted stock. Not a market sale. Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in four equal annual installments beginning on June 5, 2027. The stock option will vest in four equal annual installments beginning on June 5, 2027.
RSU grant 1,042,561 RSUs Each RSU represents one share of Class A Common Stock; vests over four years from June 5, 2027
Stock options granted 122,791 options at $60.00 Stock option award with $60.00 exercise price; vests over four years from June 5, 2027
Restricted stock acquired 78,333 shares Acquisition of restricted Class A Common Stock in a recapitalization transaction
Tax-withheld shares 336,389 shares at $60.00 Shares withheld by issuer to satisfy tax liability on vesting of restricted stock; not a market sale
Direct holdings after transactions 784,505 shares Direct Class A Common Stock holdings following the June 4, 2026 transaction
Shares after tax withholding entry 706,172 shares Direct Class A Common Stock holdings following the June 3, 2026 tax-withholding transaction
restricted stock units ("RSUs") financial
"Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
recapitalization transaction financial
"Represents an acquisition of restricted shares of Class A Common Stock pursuant to a recapitalization transaction, 768,888 shares of which became immediately vested."
A recapitalization transaction is a deliberate change to a company’s mix of debt and equity—for example swapping loans for new shares, paying down debt with cash, or issuing bonds—intended to strengthen the balance sheet or alter financial risk. Investors care because it can change the company’s ability to grow, pay dividends, or survive downturns; like reorganizing a household budget, it shifts who bears risk and how future returns are split.
tax liability financial
"Represents shares withheld by the Issuer to satisfy tax liability on vesting of restricted stock."
Rule 16a-2(a) regulatory
"…and is reported herein pursuant to Rule 16a-2(a)."
initial public offering financial
"…in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a)."
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hazra Rajeeb
(Last)(First)(Middle)
C/O QUANTINUUM INC.
303 S TECHNOLOGY COURT
(Street)
BROOMFIELD COLORADO 80021
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Quantinuum Inc. [ QNT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock06/03/2026(1)A1,042,561A(2)1,042,561D
Class A Common Stock06/03/2026(1)F(3)336,389D$60706,172D
Class A Common Stock06/04/2026A78,333(4)A$0784,505D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$6006/03/2026(1)A122,791 (5)06/03/2026Class A Common Stock122,791$0122,791D
Explanation of Responses:
1. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a).
2. Represents an acquisition of restricted shares of Class A Common Stock pursuant to a recapitalization transaction, 768,888 shares of which became immediately vested.
3. Represents shares withheld by the Issuer to satisfy tax liability on vesting of restricted stock. Not a market sale.
4. Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in four equal annual installments beginning on June 5, 2027.
5. The stock option will vest in four equal annual installments beginning on June 5, 2027.
Remarks:
/s/ Rajeeb Hazra06/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Quantinuum (QNT) CEO Rajeeb Hazra receive in this Form 4?

Rajeeb Hazra received a grant of 1,042,561 restricted stock units and 122,791 stock options. The RSUs and options both vest in four equal annual installments starting June 5, 2027, aligning his compensation with longer-term company performance.

How many Quantinuum (QNT) shares does CEO Rajeeb Hazra hold after these transactions?

After the reported transactions, Rajeeb Hazra directly holds 784,505 shares of Quantinuum Class A Common Stock. This figure reflects equity awards and tax-related share withholding disclosed in the filing, giving a snapshot of his current direct ownership stake.

Were any of Rajeeb Hazra’s Quantinuum (QNT) Form 4 transactions open-market sales?

No open-market sales were reported. The filing states that 336,389 shares were withheld by Quantinuum to satisfy tax liability on vesting of restricted stock, explicitly noting this was not a market sale but a tax-withholding disposition.

How do the new RSUs for Quantinuum (QNT) CEO Rajeeb Hazra vest over time?

The 1,042,561 restricted stock units granted to Rajeeb Hazra vest in four equal annual installments beginning on June 5, 2027. Each vested unit entitles him to receive one share of Class A Common Stock as the installments complete.

What are the key terms of Rajeeb Hazra’s new Quantinuum (QNT) stock options?

Rajeeb Hazra was awarded 122,791 stock options with a $60.00 exercise price. These options will vest in four equal annual installments starting on June 5, 2027, giving him the right to purchase Class A shares at that price as they vest.