Quantum Computing (NASDAQ: QUBT) CEO reports 10.33% ownership stake

Rhea-AI Filing Summary

Quantum Computing Inc.'s CEO, Dr. Yuping Huang, filed an amended Schedule 13D reporting beneficial ownership of 23,302,068 shares of common stock, representing 10.33% of the company’s outstanding shares as of the stated date.

His holdings include shares issued in the QPhoton merger, shares from exercised warrants, fully vested stock options and 2,000,000 shares held by the YH Family Trust of 2025. Between April 2023 and September 2025 he received stock in lieu of bonus, was granted options, exercised warrants, sold several blocks of shares, transferred shares to a family trust and made a bona fide gift to a charitable trust, while retaining sole voting and dispositive power over his reported holdings.

Key Figures

Beneficial ownership: 23,302,068 shares Ownership percentage: 10.33% Shares outstanding baseline: 225,594,497 shares +5 more

8 metrics

Beneficial ownership 23,302,068 shares Common stock beneficially owned by Dr. Huang as of the filing

Ownership percentage 10.33% Percent of Quantum Computing Inc. common stock class represented

Shares outstanding baseline 225,594,497 shares Common shares issued and outstanding as of May 20, 2026

QPhoton merger shares 23,953,706 shares Shares issued to Dr. Huang at closing of the QPhoton merger

Warrant exercise shares 1,050,812 shares Shares issued upon conversion of warrants on June 30, 2025

Vested option shares 314,350 shares Common stock underlying fully vested options held by Dr. Huang

Family trust holdings 2,000,000 shares Shares owned by the YH Family Trust of 2025

Largest single reported sale 1,000,000 shares Common shares sold by Dr. Huang on September 4, 2025

Key Terms

beneficially owns, sole voting and dispositive power, bona fide gift, employment agreement, +2 more

6 terms

beneficially owns financial

"As of the date hereof, Dr. Huang beneficially owns 23,302,068 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole voting and dispositive power financial

"Dr. Huang holds sole voting and dispositive power over the Huang Common Shares."

bona fide gift financial

"On September 12, 2025, Dr. Huang made a bona fide gift of 400,000 shares of Common Stock to a charitable trust."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

employment agreement financial

"Dr. Huang has an employment agreement (the "First Employment Agreement") with the Issuer"

stock options financial

"includes options to purchase 400,000 shares of Common Stock, vesting in four annual equal installments"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Quantum Computing Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74766W108

(CUSIP Number)

Christopher Roberts
5 Marine View Plaza, Suite 214,
Hoboken, NJ, 07030
(703) 436-2121

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/03/2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 74766W108

1

Name of reporting person

Yuping Huang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 23,302,068.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 23,302,068.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

23,302,068.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.33 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Quantum Computing Inc.
(c)	Address of Issuer's Principal Executive Offices: 5 Marine View Plaza, Suite 214, Hoboken, NEW JERSEY , 07030.
Item 2.	Identity and Background
(a)	The Statement is being filed by Dr. Yuping Huang ("Dr. Huang"). Dr. Huang's present principal occupation or employment is serving as Chief Executive Officer, President and Chairman of the Board of Directors of the Issuer. Dr. Huang is a United States citizen. The business address of Dr. Huang is 5 Marine View Plaza, Suite 214, Hoboken, NJ 07030. During the last five years Dr. Huang has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
	The Schedule 13D is hereby amended and supplemented as follows: On April 3, 2023, the Issuer issued to Dr. Huang 83,200 shares of Common Stock in lieu of cash bonus pursuant to the terms of the Employment Agreement (as defined below). On June 27, 2023, Dr. Huang sold 100,000 shares of Common Stock. On February 19, 2025, the Issuer issued to Dr. Huang options to purchase 14,350 shares of Common Stock. All of these options were vested immediately upon grant. On March 25, 2025, Dr. Huang sold 200,000 shares of Common Stock. On March 27, 2025, Dr. Huang transferred 2,000,000 shares of Common Stock to the YH Family Trust of 2025. On May 19, 2025, Dr. Huang sold 500,000 shares of Common Stock. On June 30, 2025, Dr. Huang exercised vested warrants (the "Warrants") to purchase 1,050,812 shares of Common Stock, which were acquired in the merger of the Issuer with QPhoton. On September 4, 2025, Dr. Huang sold 1,000,000 shares of Common Stock. On September 12, 2025, Dr. Huang made a bona fide gift of 400,000 shares of Common Stock to a charitable trust.
Item 4.	Purpose of Transaction
	Except as described in this Item 4, Dr. Huang has no present plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Form Schedule 13D. Dr. Huang reserves the right, in light of his future evaluation of the Issuer's financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions and other relevant factors, to change his plans and intentions at any time and from time to time, as he deems appropriate. In his capacity as a director and senior executive officer of the Issuer, Dr. Huang participates in deliberations of the Issuer's senior management and directors in the normal course of the Issuer's business that could involve any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 from time to time, and, consistent with his fiduciary duties as an officer, may make proposals or recommendations to the Issuer's board of directors that could involve such matters from time to time. In addition, as a member of the Issuer's senior management, Dr. Huang participates in Issuer compensatory plans, including plans pursuant to which awards of equity securities are made (including, from time to time, to Dr. Huang), in the ordinary course of business, generally on an annual basis.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, Dr. Huang beneficially owns 23,302,068 shares of Common Stock (the "Huang Common Shares"), representing 10.33% of the total issued and outstanding shares of Common Stock as of the date hereof.1 These consist of: (i) 23,953,706 shares of Common Stock issued at the closing of the merger with QPhoton, less 4,200,000 shares sold or donated, plus 83,200 shares received as a bonus; (ii) 1,050,812 shares of Common Stock issued upon conversion of the Warrants; (iii) 314,350 shares of Common Stock underlying options to purchase 314,350 shares of Common Stock, which are fully vested; and (iv) 2,000,000 shares of Common Stock owned by the YH Family Trust of 2025, of which Dr. Huang's wife serves as trustee. (b) Dr. Huang holds sole voting and dispositive power over the Huang Common Shares. (c) Other than disclosed above, there were no transactions by Dr. Huang in the Issuer's Common Stock during the last 60 days. (d) No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Huang Common Shares. (e) Not applicable. 1 Based on 225,594,497 shares of Common Stock issued and outstanding as of may 20, 2026 (as reported in the Issuer's definitive proxy statement filed on April 30, 2026), and the 414,350 shares of Common Stock underlying the vested options issued to the reporting person.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Dr. Huang has an employment agreement (the "First Employment Agreement") with the Issuer which includes options to purchase 400,000 shares of Common Stock, vesting in four annual equal installments beginning at the date of grant October 14, 2022. Of such options, 100,000 vested immediately upon grant, and 100,000 vested on each of the 12-month, 24-month and 36-month anniversaries of the date of grant, such that all 400,000 options are now fully vested. The First Employment Agreement also provides that upon Dr. Huang's termination without Cause or resignation for Good Reason (each as defined in the First Employment Agreement), all stock options granted by the Issuer and then held by Dr. Huang shall be accelerated and become fully vested and exercisable as of the date of such termination. The First Employment Agreement was replaced by an amended and restated employment agreement with the Issuer effective January 1, 2026 (the "Second Employment Agreement"), which provides that Dr. Huang is 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. The Second Employment Agreement also provides that upon Dr. Huang's termination without Cause or resignation for Good Reason, all stock options granted by the Issuer and then held by Dr. Huang shall be accelerated and become fully vested and exercisable as of the date of such termination. To date, no securities of the Issuer have been granted to Dr. Huang under the Second Employment Agreement. Other than such employment agreements, to the knowledge of Dr. Huang, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between Dr. Huang and/or any other person, with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Yuping Huang

Signature:	/s/ Yuping Huang
Name/Title:	Dr. Yuping Huang
Date:	05/28/2026

FAQ

How many Quantum Computing Inc. (QUBT) shares does Dr. Yuping Huang beneficially own?

Dr. Huang beneficially owns 23,302,068 shares of Quantum Computing Inc. common stock. This represents 10.33% of the company’s outstanding shares, combining directly held stock, shares from the QPhoton merger, exercised warrants, vested options and shares held by the YH Family Trust of 2025.

What percentage of Quantum Computing Inc. (QUBT) does Dr. Huang’s stake represent?

Dr. Huang’s beneficial ownership represents 10.33% of Quantum Computing Inc.’s common stock. This percentage is based on 225,594,497 shares issued and outstanding, plus 414,350 shares underlying vested options attributed to him, as referenced in the ownership calculation in the filing.

What major share transactions has Dr. Huang reported in Quantum Computing Inc. (QUBT)?

Dr. Huang reported several large transactions, including sales of 100,000, 200,000, 500,000 and 1,000,000 shares on specified dates. He also transferred 2,000,000 shares to the YH Family Trust of 2025 and made a bona fide gift of 400,000 shares to a charitable trust.

How did the QPhoton merger affect Dr. Huang’s Quantum Computing Inc. (QUBT) holdings?

At the QPhoton merger closing, Dr. Huang received 23,953,706 Quantum Computing Inc. shares. He later exercised warrants from the merger for an additional 1,050,812 shares, forming a substantial part of his 23,302,068-share beneficial ownership position reported in the Schedule 13D amendment.

What stock option awards does Dr. Huang hold from Quantum Computing Inc. (QUBT)?

Dr. Huang holds options to purchase 314,350 Quantum Computing Inc. shares that are fully vested and included in his beneficial ownership. He was granted options for 400,000 shares under his first employment agreement, vesting in four annual installments, all of which are now fully vested.

What are the key terms of Dr. Huang’s employment agreements with Quantum Computing Inc. (QUBT) related to equity?

His first employment agreement granted options for 400,000 shares, with full vesting over three years and acceleration upon certain terminations. The amended agreement effective January 1, 2026 makes him eligible for annual stock and option awards, with similar acceleration on termination without Cause or for Good Reason.