D-Wave Quantum (NYSE: QBTS) raises CEO salary and awards $13.49M in RSUs

Rhea-AI Filing Summary

D-Wave Quantum Inc. updated the employment agreement for its President and Chief Executive Officer, Dr. Alan Baratz. The Third Amendment, effective April 30, 2026, increases his annual base salary to $700,000, effective as of January 1, 2026. It also provides a grant of restricted stock units with an aggregate value of $13,488,000 under the company’s 2022 Equity Incentive Plan, reflecting the board’s recognition of his years of service and commitment to the company.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO base salary: $700,000 per year RSU grant value: $13,488,000 Amendment effective date: April 30, 2026

3 metrics

CEO base salary $700,000 per year Effective as of January 1, 2026

RSU grant value $13,488,000 Restricted stock units under 2022 Equity Incentive Plan

Amendment effective date April 30, 2026 Third Amendment to CEO employment agreement

Key Terms

Third Amendment, restricted stock units, 2022 Equity Incentive Plan, Compensation Committee

4 terms

Third Amendment regulatory

"entered into the Third Amendment (the “Third Amendment”) to the Amended and Restated Employment Agreement"

restricted stock units financial

"a grant to Dr. Baratz of restricted stock units with an aggregate value of $13,488,000"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2022 Equity Incentive Plan financial

"restricted stock units with an aggregate value of $13,488,000 under the Company’s 2022 Equity Incentive Plan"

Compensation Committee regulatory

"as approved by the Board of Directors upon the recommendation of the Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Understanding 8-K Material Events →

0001907982FALSE00019079822026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

FORM 8-K

_____________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 30, 2026

_____________________________________________________________

D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________________________________

Delaware			001-41468			88-1068854
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

2650 East Bayshore Road

Palo Alto, California

94303

(Address of principal executive offices)

(650) 285-2881

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

QBTS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended Chief Executive Officer Employment Agreement

On April 30, 2026, D-Wave Quantum Inc. (the “Company”) and its subsidiary, D-Wave Commercial Inc., entered into the Third Amendment (the “Third Amendment”) to the Amended and Restated Employment Agreement, dated as of January 1, 2020, with the Company’s President and Chief Executive Officer, Dr. Alan Baratz, to reflect updates to Dr. Baratz’s compensation arrangements as approved by the Board of Directors (the “Board”) upon the recommendation of the Compensation Committee of the Board.

The Board authorized the Third Amendment in recognition of Dr. Baratz’s years of service and commitment to the Company.

The Third Amendment provides for, among other things, (i) an increase to Dr. Baratz’s annual base salary to $700,000, effective as of January 1, 2026 and (ii) a grant to Dr. Baratz of restricted stock units with an aggregate value of $13,488,000 under the Company’s 2022 Equity Incentive Plan.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1#						Third Amendment to Amended and Restated Employment Agreement, effective April 30, 2026, by and among D-Wave Quantum Inc., D-Wave Commercial Inc. and Alan Baratz.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

__________

# Indicates management contract or compensatory plan or arrangement.

SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 4, 2026			D-Wave Quantum Inc.
			By:			/s/ Alan Baratz
			Name:			Alan Baratz
			Title:			President & Chief Executive Officer

FAQ

What executive compensation changes did D-Wave Quantum Inc. (QBTS) disclose?

D-Wave Quantum Inc. disclosed a Third Amendment to CEO Dr. Alan Baratz’s employment agreement, raising his base salary to $700,000 and granting restricted stock units valued at $13,488,000 under the 2022 Equity Incentive Plan.

How much is the new base salary for D-Wave Quantum (QBTS) CEO Alan Baratz?

Dr. Alan Baratz’s annual base salary was increased to $700,000, effective January 1, 2026. This change is part of a Third Amendment to his employment agreement approved by the board upon recommendation of the Compensation Committee.

What equity award did the D-Wave Quantum (QBTS) CEO receive in the amendment?

The amendment grants Dr. Alan Baratz restricted stock units with an aggregate value of $13,488,000. These RSUs are issued under D-Wave Quantum Inc.’s 2022 Equity Incentive Plan as part of his updated compensation package.

Why did the D-Wave Quantum (QBTS) board approve changes to the CEO’s contract?

The board authorized the Third Amendment in recognition of Dr. Alan Baratz’s years of service and commitment to the company. The Compensation Committee recommended the updated compensation package, which includes a higher salary and a substantial RSU grant.

When is the D-Wave Quantum (QBTS) CEO’s amended agreement effective?

The Third Amendment to Dr. Alan Baratz’s employment agreement is effective April 30, 2026, while the increased base salary of $700,000 applies as of January 1, 2026, according to the disclosed terms.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 20.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB