Sec Form 4 Filing - McGann William J @ Quantum Computing Inc. - 2025-04-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McGann William J 2. Issuer Name and Ticker or Trading Symbol Quantum Computing Inc. [ QUBT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 5 MARINE VIEW PLAZA, SUITE 214 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2025 (Street) HOBOKEN, NJ07030 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 04/02/2025 M 1,080,069 ( 1 ) ( 2 ) ( 3 ) A $ 0 ( 3 ) 1,249,169 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options to Purchase Shares of Common Stock ( 1 ) $ 2.4 04/02/2025 D 535,000 ( 1 ) 01/24/2027 Common Stock 375,139 ( 3 ) $ 0 0 D Options to Purchase Shares of Common Stock ( 2 ) $ 2.37 04/02/2025 D 1,000,000 ( 2 )( 3 ) 10/17/2027 Common Stock 704,930 ( 3 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGann William J 5 MARINE VIEW PLAZA, SUITE 214 HOBOKEN, NJ07030 CEO Signatures /s/ William McGann 04/04/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options to purchase 535,000 shares of common stock (the "January 2022 Options") at an exercise price of $2.40 per share were issued to Mr. McGann on January 24, 2022 pursuant to an employment agreement and subject the Quantum Computing Inc. 2019 Equity and Incentive Plan. These options vested and became exercisable as follows: (i) 178,333 shares vested upon grant (January 24, 2022), (ii) 178,333 shares on January 24, 2023, and (iii) 178,334 shares on January 24, 2024. ( 2 )Options to purchase 1,000,000 shares of common stock (the "October 2022 Options") at an exercise price of $2.37 per share were issued to Mr. McGann on October 17, 2022 as a success bonus for the completion of the Issuer's merger with QPhoton, Inc., and pursuant to the Quantum Computing Inc. 2022 Equity and Incentive Plan. These options vested and became exercisable as follows: (i) 500,000 shares on June 16, 2022, (ii) 250,000 shares on September 30, 2022, and (iii) 250,000 shares on December 31, 2022. ( 3 )These shares were acquired by Mr. McGann on April 2, 2025 by exercising the January 2022 Options and the October 2022 Options, all of which were vested, using a "net exercise" method at a cashless exercise price of $8.032 per share, resulting in the issuance of 375,139 and 704,930 shares, respectively, for a total of 1,080,069 shares of common stock.

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