D-Wave EVP reports tax-withheld QBTS shares

D-Wave Quantum Inc. executive Diane Nguyen, EVP and Chief Legal Officer, reported a tax-related share disposition.

Rhea-AI Filing Summary

D-Wave Quantum Inc. executive Diane Nguyen, EVP and Chief Legal Officer, reported a tax-related share disposition. The company withheld 2,459 shares of Common Stock to cover tax obligations tied to vesting restricted stock units. After this non-market transaction, she holds 557,149 shares directly, including 206,796 unvested RSUs.

Insider Trade Summary

Exercise Price or Tax Liability: 2,459 shares

Exercise Price or Tax Liability 1 txn

Insider Nguyen Diane

Role EVP, Chief Legal Officer & GC

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, par value $0.0001 per share ("Common Stock")	2,459	$22.35	$55K

Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 557,149 shares (Direct)

Footnotes (2)

1. F1. Represents shares of Common Stock withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of restricted stock units ("RSUs").
2. F2. Includes 206,796 unvested RSUs.

Key Figures

Tax-withheld shares: 2,459 shares Price per share reference: $22.35 per share Shares held after transaction: 557,149 shares +2 more

5 metrics

Tax-withheld shares 2,459 shares Shares withheld to satisfy tax requirements on RSU vesting

Price per share reference $22.35 per share Value used for tax-withholding disposition

Shares held after transaction 557,149 shares Direct D-Wave Quantum common stock holdings following the transaction

Unvested RSUs 206,796 RSUs Unvested restricted stock units included in Nguyen’s equity position

Transaction date May 13, 2026 Date of tax-withholding disposition in Form 4

Key Terms

restricted stock units ("RSUs"), tax withholding requirements, Common Stock, unvested RSUs, +1 more

5 terms

restricted stock units ("RSUs") financial

"in connection with the vesting of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding requirements financial

"withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting"

Common Stock financial

"Represents shares of Common Stock withheld by the Issuer to satisfy tax"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

unvested RSUs financial

"Includes 206,796 unvested RSUs."

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did D-Wave Quantum (QBTS) report for Diane Nguyen?

Diane Nguyen reported a tax-withholding disposition of 2,459 D-Wave Quantum shares. These shares were withheld by the company to satisfy tax obligations arising from vesting restricted stock units, rather than sold in the open market.

Was the D-Wave Quantum (QBTS) insider transaction an open-market sale?

No. The 2,459 D-Wave Quantum shares were withheld for tax purposes on vesting RSUs. This type of Form 4 transaction is a non-market event and does not represent a discretionary sale of shares on the stock market.

How many D-Wave Quantum (QBTS) shares does Diane Nguyen hold after this filing?

After the tax-withholding disposition, Diane Nguyen directly holds 557,149 D-Wave Quantum common shares. This total includes her remaining vested holdings as well as equity received previously through company compensation programs.

How many unvested RSUs does Diane Nguyen have at D-Wave Quantum (QBTS)?

Diane Nguyen’s position includes 206,796 unvested restricted stock units. These RSUs represent additional potential D-Wave Quantum shares that may be delivered in the future as they vest under the company’s equity compensation terms.

What does transaction code F mean in the D-Wave Quantum (QBTS) Form 4?

Transaction code F indicates shares used to pay an exercise price or satisfy taxes. In this D-Wave Quantum filing, 2,459 shares were withheld specifically to cover tax withholding requirements on vesting restricted stock units, not sold on the open market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 05:14 PM EDT Learn about SEC filing dates

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).

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 CALIFORNIA 94303

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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")	05/13/2026		F		2,459(1)	D	$22.35	557,149	D(2)

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. Represents shares of Common Stock withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of restricted stock units ("RSUs").

2. Includes 206,796 unvested RSUs.

Remarks:

	/s/ Diane Nguyen	05/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)