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QBTS insider 10b5‑1 sale: 20,000 shares; 2,803 sell‑to‑cover

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

D‑Wave Quantum (QBTS) reported an insider transaction by its EVP, Chief Legal Officer & GC. On 11/13/2025, the officer sold 20,000 shares of common stock at a weighted average $23.6641 under a Rule 10b5‑1 plan adopted on August 14, 2025. The filing also notes a separate sale of 2,803 shares to cover taxes upon RSU vesting at a weighted average $23.1744.

Following these transactions, the reporting person beneficially owned 566,042 shares, which includes 224,613 unvested RSUs. Price ranges were disclosed as $23.00–$25.26 for the 20,000-share sale and $23.00–$23.435 for the sell‑to‑cover.

Positive

  • None.

Negative

  • None.
Insider Nguyen Diane
Role EVP, Chief Legal Officer & GC
Sold 22,803 shs ($538K)
Type Security Shares Price Value
Sale Common Stock, par value $0.0001 per share ("Common Stock") 20,000 $23.6641 $473K
Sale Common Stock, par value $0.0001 per share ("Common Stock") 2,803 $23.1744 $65K
Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 568,845 shares (Direct)
Footnotes (1)
  1. The sale of 20,000 shares of Common Stock reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2025. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $23.00 to $25.26, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer. Includes 224,613 shares of unvested restricted stock units. Represents the number of shares of Common Stock required to be sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $23.00 to $23.435, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nguyen Diane
(Last) (First) (Middle)
2650 EAST BAYSHORE ROAD
(Street)
PALO ALTO CA 94303
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
D-Wave Quantum Inc. [ QBTS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Legal Officer & GC
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, par value $0.0001 per share ("Common Stock") 11/13/2025 S 20,000(1) D $23.6641(2) 568,845(3) D
Common Stock, par value $0.0001 per share ("Common Stock") 11/13/2025 S 2,803(4) D $23.1744(5) 566,042(3) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The sale of 20,000 shares of Common Stock reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2025.
2. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $23.00 to $25.26, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
3. Includes 224,613 shares of unvested restricted stock units.
4. Represents the number of shares of Common Stock required to be sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
5. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $23.00 to $23.435, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
Remarks:
/s/ Diane Nguyen 11/14/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did D‑Wave (QBTS) disclose in this Form 4?

An officer sold 20,000 shares on 11/13/2025 at a $23.6641 weighted average and executed a 2,803‑share sell‑to‑cover at a $23.1744 weighted average.

Was the QBTS insider sale made under a trading plan?

Yes. The 20,000‑share sale was effected pursuant to a Rule 10b5‑1 plan adopted on August 14, 2025.

How many QBTS shares does the insider hold after the transactions?

The reporting person beneficially owned 566,042 shares after the transactions.

Does the reported holding include unvested RSUs?

Yes. The holding includes 224,613 unvested RSUs.

What were the price ranges for the QBTS share sales?

For the 20,000‑share sale: $23.00–$25.26. For the 2,803‑share sell‑to‑cover: $23.00–$23.435.

What role does the reporting person hold at D‑Wave (QBTS)?

The individual is the company’s EVP, Chief Legal Officer & GC.

Was the sell‑to‑cover a discretionary trade?

No. The 2,803‑share sale was mandated to satisfy statutory tax withholding upon RSU vesting.