[144] D-Wave Quantum Inc. SEC Filing

Rhea-AI Filing Summary

D-Wave Quantum Inc. filed a Form 144 proposing the sale of 69,270 Class A common shares on the NYSE with an aggregate market value of $1,259,308.27. The filing lists an approximate sale date of 08/13/2025 and reports 266,568,046 shares outstanding, making the proposed sale a very small fraction of the total share count.

The notice discloses how the shares were acquired: two stock option exercises on 08/13/2025 (4,626 and 39,010 shares) and three restricted stock unit vestings in 2024 (7,237; 15,162; 3,235), with payment described as services rendered. The filing also records a prior sale by Diane Nguyen of 85,762 shares on 05/23/2025 for $1,610,046. The filer affirms they do not possess undisclosed material adverse information.

Positive

• Transparent disclosure: The filing specifies the 69,270 shares to be sold and the $1,259,308.27 aggregate market value.
• Acquisition detail provided: Sources of the shares are itemized (stock option exercises and RSU vestings) with dates and quantities.

Negative

• Insider selling: Proposed sale of 69,270 shares and a prior sale of 85,762 shares (05/23/2025) reduce insider-held shares.
• Top-level form field blank: The form's section naming the person for whose account the securities are to be sold appears not to be populated in the header area.

Insights

Securities Analyst

TL;DR: Insider plans a modest sale of 69,270 shares (~$1.26M); size is immaterial relative to outstanding shares.

The Form 144 identifies a proposed sale of 69,270 Class A shares valued at $1,259,308.27 with an approximate sale date of 08/13/2025 on the NYSE. Versus the reported 266,568,046 shares outstanding, the proposed sale represents roughly 0.026% of the float, which is unlikely to be market-moving. The filing also shows a prior sale by Diane Nguyen of 85,762 shares on 05/23/2025 for $1,610,046, a relevant recent insider disposition to note when tracking insider activity.

Corporate Governance Expert

TL;DR: Filing appears procedurally complete and discloses acquisition sources, prior sales, and the Rule 144 representation.

The document lists acquisition methods (stock option exercises and RSU vesting) with dates and amounts, and it includes the standard representation that the signer is not aware of undisclosed material adverse information. It also records a prior sale by Diane Nguyen within the past three months. From a governance and compliance perspective, the notice contains the key elements required under Rule 144 for a proposed insider sale.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	J.P. Morgan Securities LLC 390 Madison Avenue Floor 6 New York NY 10017	69270	1259308.27	266568046	08/13/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/13/2025	Stock Option Exercise	D-Wave Quantum Inc. (Issuer)			4626	08/14/2025	Services Rendered
Common	08/13/2025	Stock Option Exercise	D-Wave Quantum Inc. (Issuer)			39010	08/14/2025	Services Rendered
Common	04/21/2024	Restricted Stock Unit Vesting	D-Wave Quantum Inc. (Issuer)			7237	08/14/2025	Services Rendered
Common	05/31/2024	Restricted Stock Unit Vesting	D-Wave Quantum Inc. (Issuer)			15162	08/14/2025	Services Rendered
Common	07/19/2024	Restricted Stock Unit Vesting	D-Wave Quantum Inc. (Issuer)			3235	08/14/2025	Services Rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Diane Nguyen C/O D-Wave Quantum Inc. 2650 Bayshore Road Palo Alto CA 94303	Common Stock, Par Value $0.0001	05/23/2025	85762	1610046

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What securities is D-Wave (QBTS) proposing to sell in the Form 144?

The filing proposes sale of 69,270 Class A common shares of D-Wave with an aggregate market value of $1,259,308.27.

When and where is the proposed sale scheduled to occur?

The approximate sale date is listed as 08/13/2025 and the exchange named is the NYSE.

How were the shares being sold acquired?

Acquisitions include two stock option exercises on 08/13/2025 (4,626 and 39,010 shares) and three RSU vestings in 2024 (7,237; 15,162; 3,235); payment is noted as services rendered.

Has an insider sold shares recently for D-Wave (QBTS)?

Yes. The filing records that Diane Nguyen sold 85,762 shares on 05/23/2025 for gross proceeds of $1,610,046.

What percentage of outstanding shares does the proposed 69,270-share sale represent?

Based on 266,568,046 shares outstanding as listed, the proposed sale is about 0.026% of outstanding shares.