SCHEDULE: Quantum-Si Founder Rothberg Plans Sale of 8.97M Shares

Jonathan Rothberg, founder of Quantum-Si, has established a Rule 10b5-1 trading plan to sell up to 8.97 million Class A common shares for estate planning purposes, commencing January 2026.

Summary

• Jonathan Rothberg, founder and an affiliate of Quantum-Si Incorporated (QSI), has adopted a Rule 10b5-1 sales plan.
• The plan allows for the sale of up to 8,973,841 shares of QSI Class A common stock.
• Sales are scheduled to begin on January 14, 2026, and conclude by January 14, 2027.
• The purpose of the plan is for the orderly disposition of a portion of Rothberg's holdings, specifically for estate planning purposes through entities owned by trusts for his children.
• Jefferies LLC will act as the broker, exercising discretion over the timing and pricing of sales, subject to Rule 144 limitations and minimum price parameters.
• Rothberg and related entities beneficially own 14,276,415 Class A common shares (7.8% of the class) and 19,937,500 Class B common shares (100% of the class) as of July 31, 2025.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant insider sale by the founder, which can be perceived as a lack of confidence, even if attributed to estate planning. However, the structured nature of a 10b5-1 plan and the stated reason mitigate a stronger negative impact.

Positives

• The establishment of a Rule 10b5-1 plan demonstrates a structured and pre-arranged approach to share disposition, aiming to avoid accusations of insider trading.
• The stated purpose of "estate planning" provides a clear, non-performance-related reason for the sale.

Negatives

• The planned sale of a significant number of shares (8,973,841 Class A common shares) by a founder and major insider could be perceived negatively by the market, potentially signaling a lack of confidence or creating downward pressure on the stock price.
• The sale represents a substantial portion of Dr. Rothberg's directly controlled Class A shares (8,973,841 out of 12,085,926 sole dispositive power, which includes options and shares held by trusts for children).

Risks

• Potential for increased selling pressure on Quantum-Si's Class A common stock due to the planned disposition of a large block of shares by a significant insider.
• Market perception risk if investors interpret the insider sale as a negative signal about the company's future prospects, despite the stated estate planning purpose.
• The actual number of shares sold and the timing will depend on market conditions and minimum price parameters, meaning there is no assurance all shares will be sold.

Future Outlook

The filing outlines a pre-planned disposition of a significant block of Class A common stock by a founder over a one-year period starting in January 2026, primarily for estate planning. The actual sales are subject to market conditions and minimum price parameters, with no guarantee that all shares will be sold.

Management Comments

• "Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Sellers holding of Common Stock of the Issuer."
• "As of the date hereof, Seller is not aware of any material nonpublic information concerning the Issuer or its securities and Seller is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act."
• "In connection with estate planning, entities owned by trusts created for the benefit of Dr. Jonathan Rothberg's children have entered into a trading plan."

Industry Context

This filing is specific to an individual insider's trading plan and does not directly relate to broader industry trends or competitors. However, insider selling, especially by a founder, can sometimes be viewed within the context of overall market sentiment towards the sector or company-specific developments.

Comparison to Industry Standards

• This filing does not provide information for comparison to industry standards regarding operational or financial performance. It details a standard Rule 10b5-1 trading plan, which is a common mechanism for insiders to sell shares compliantly.

Related Party Transactions

• The sales plan is established by Jonathan Rothberg on his own behalf and on behalf of NVR TR, LLC, JNR TR, LLC, JAR TR, LLC, EJR TR, LLC, and GBR TR, LLC, which are entities owned by trusts created for the benefit of Dr. Jonathan Rothberg's children. This constitutes a related party transaction as the shares are being sold by entities controlled by the founder for estate planning.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on Class A common stock due to the large volume of shares being sold by a founder, which could impact share price. May also raise questions about insider confidence.

Next Steps

• Commencement of sales under the Rule 10b5-1 plan on January 14, 2026.
• Ongoing sales of up to 8,973,841 Class A common shares until January 14, 2027, or until all shares are sold.
• Broker (Jefferies LLC) will execute sales in accordance with the plan's terms, including Rule 144 limitations.
• Seller will make all required SEC filings (e.g., Form 144, Section 16 reports) in a timely manner.

Key Dates

Recommendation

While the sale of a significant number of shares by a founder can create negative sentiment and potential selling pressure, the structured nature of a Rule 10b5-1 plan for estate planning purposes provides a clear, non-performance-related rationale. The sales are spread over a year, mitigating immediate drastic impact. Investors should monitor the execution of the plan and broader company performance, but this filing alone does not warrant a "sell" recommendation, nor does it present new positive information for a "buy." A "hold" recommendation is appropriate to observe how the market absorbs these sales and to await further operational updates from Quantum-Si.

Keywords

Quantum-Si, QSI, Jonathan Rothberg, Rule 10b5-1, Insider Selling, Stock Sale, Estate Planning, SEC Filing, Schedule 13D, Class A Common Stock