D Wave Quantum SEC Filings

D-Wave Quantum Inc. entered into a definitive Agreement and Plan of Merger to acquire all of the equity of Quantum Circuits, Inc.. The deal values the transaction at $550,000,000, consisting of Common Stock with a value of $300,000,000 plus $250,000,000 in cash, subject to net debt and other adjustments. The number of D-Wave shares to be issued will be based on a 10-day volume-weighted average price, with a collar between $22.30 and $39.03 per share.

Unvested Quantum Circuits stock options will be assumed and converted into D-Wave options, while vested options and warrants will be cancelled for a pro rata share of the consideration. Closing is subject to customary conditions, including Hart-Scott-Rodino clearance, absence of certain adverse events, accuracy of representations, and NYSE authorization of the new shares, and the transaction can be terminated if not closed by April 6, 2026.

D-Wave will issue the stock portion of the consideration in unregistered transactions relying on exemptions including Section 4(a)(2), Regulation D and Regulation S. Key employees will be subject to lock-up agreements restricting transfers of 50% of their D-Wave stock for up to five years, with potential accelerated release based on continued employment or certain termination events.

D-Wave Quantum Inc. reported a major technical milestone in gate-model quantum computing. The company successfully demonstrated scalable on-chip cryogenic control of qubits, which is described as an industry-first achievement. This approach reduces the amount of wiring needed to manage large numbers of qubits while maintaining qubit fidelity, an important factor for reliable quantum operations.

D-Wave states that this result confirms the on-chip cryogenic control technology already used in its commercial annealing quantum processing units can also be applied to its gate-model architectures. According to chief development officer Dr. Trevor Lanting, the company believes this positions it to deliver what it describes as the first truly scalable, commercial-grade gate-model quantum system. The announcement was made through a press release furnished as an exhibit.

D-Wave Quantum Inc. President & CEO Alan Baratz, who is also a director, reported option exercises and share sales in the company’s stock. On 12/22/2025 he exercised a stock option to acquire 793,712 shares of common stock at an exercise price of $0.91 per share, then sold 793,712 shares of common stock on the same date at a weighted average price of $30.1282 per share in multiple trades. After these transactions, he beneficially owned 2,633,163 shares of common stock, including 735,087 shares underlying unvested restricted stock units. Following the exercise, 474,395 stock options from the exercised grant and an additional fully vested option for 213,232 shares remained outstanding. The filing states that the option exercise and sale were carried out under a Rule 10b5-1 trading plan adopted on August 11, 2025.

D-Wave Quantum Inc.'s Chief Financial Officer, John M. Markovich, reported an option exercise and share sale. On 12/22/2025, he exercised 100,000 stock options for Common Stock at an exercise price of $0.92 per share and acquired the same number of shares. That same day, he sold 100,000 shares of Common Stock at a weighted average price of $30.0262 per share in multiple trades between $30.00 and $30.12.

After these transactions, Markovich beneficially owned 1,471,312 shares of Common Stock, which includes 518,417 unvested restricted stock units. He also held 207,926 fully vested options with a $0.92 exercise price expiring on 08/20/2031 and 120,826 fully vested options with a $0.846 exercise price expiring on 01/10/2034. The option exercise and sale were carried out under a Rule 10b5-1 trading plan adopted on August 21, 2025.

D-Wave Quantum Inc. director Rohit Ghai reported selling 10,000 shares of common stock on 12/15/2025 at a weighted average price of $24.2841 per share, in multiple transactions at prices ranging from $23.60 to $26.55, inclusive.

The sale occurred automatically under a Rule 10b5-1 trading plan adopted on June 13, 2025. Following this transaction, he beneficially owns 37,778 shares, which include 14,260 shares of unvested restricted stock units, all reported as directly owned.

D-Wave Quantum Inc. executive Diane Nguyen, EVP, Chief Legal Officer & General Counsel, reported selling 2,733 shares of common stock on December 15, 2025 at a weighted average price of $23.8944 per share.

The report explains that this sale was required to cover statutory tax withholding tied to the vesting of restricted stock units under the company’s equity incentive plans and does not represent a discretionary trade by Nguyen.

After this transaction, Nguyen beneficially owned 563,309 shares of D-Wave Quantum common stock, which includes 218,256 shares underlying unvested restricted stock units.

D-Wave Quantum Inc. reported an insider transaction by its Chief Financial Officer, John M. Markovich. On 12/15/2025, he sold 11,562 shares of common stock in a transaction used to cover statutory tax withholding triggered by the vesting of restricted stock units. The company notes this was mandated under its equity incentive plans and was not a discretionary trade by the CFO.

The weighted average sale price was $23.8944 per share, with individual trades ranging from $23.8208 to $23.9002. After this tax-related sale, Markovich beneficially owned 1,471,312 shares of the company’s common stock, including 518,417 shares subject to unvested restricted stock units.

QBTS filed a Rule 144 notice for the planned sale of 10,000 shares of its common stock. These shares have an aggregate market value of 279800 and are to be sold on the NYSE through J.P. Morgan Securities LLC, with an approximate sale date of 12/15/2025. The notice states that 346,718,581 shares of this class are outstanding.

The 10,000 shares were acquired on 06/10/2025 through restricted stock unit vesting from the issuer in exchange for services rendered. By signing the notice, the seller represents that they do not know any material adverse information about the issuer’s current or prospective operations that has not been publicly disclosed, consistent with Rule 144 requirements.

D-Wave Quantum Inc. shareholder John Markovich filed a notice to sell 11562 shares of common stock under Rule 144. The planned sale, to be executed on the NYSE through J.P. Morgan Securities LLC, has an indicated aggregate market value of 276266.87. The table shows 346718581 common shares outstanding; this is a baseline figure, not the amount being sold.

Markovich acquired 26898 common shares on 12/15/2025 through vesting of restricted stock units from D-Wave Quantum Inc. as payment for services, and this notice relates to sales from that position. During the past 3 months, he previously sold 7994, 98060, 200000, 100000, and 100000 common shares on 10/14/2025, 11/13/2025, 11/20/2025, 12/03/2025, and 12/04/2025, respectively, for gross proceeds of 349685, 2272482, 4588000, 2505000, and 2756000.