Form 4: Nguyen Diane reports sale transactions in QBTS

Rhea-AI Filing Summary

Nguyen Diane reported open-market sale transactions in a Form 4 filing for QBTS. The filing lists transactions totaling 1,451 shares at a weighted average price of $19.76 per share. Following the reported transactions, holdings were 538,138 shares.

Insider Trade Summary

Net Seller: 1,451 shares ($28,671)

Net Sell 1 txn

Insider Nguyen Diane

Role EVP, Chief Legal Officer & GC

Sold 1,451 shs ($29K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.0001 per share ("Common Stock")	1,451	$19.7597	$29K

Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 538,138 shares (Direct)

Footnotes (1)

1. 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 of Common Stock sold. These shares were sold in multiple transactions at prices ranging from $19.745 to $19.7701, 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 201,671 shares of unvested restricted stock units.

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).

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)
02/13/2026

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")	02/13/2026		S		1,451(1)	D	$19.7597(2)	538,138(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. 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.

2. The sales price reported is the weighted average sale price for the number of shares of Common Stock sold. These shares were sold in multiple transactions at prices ranging from $19.745 to $19.7701, 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 201,671 shares of unvested restricted stock units.

Remarks:

	/s/ Diane Nguyen	02/17/2026
	** 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.

FAQ

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

D-Wave Quantum reported that EVP and Chief Legal Officer Diane Nguyen sold 1,451 shares of Common Stock. The sale on February 13, 2026 was linked to tax withholding on vested restricted stock units rather than a discretionary decision to reduce her stake.

At what price were Diane Nguyens D-Wave Quantum (QBTS) shares sold?

The reported sale used a weighted average price of $19.7597 per share. The filing notes the shares were sold in multiple transactions at prices ranging from $19.745 to $19.7701, and detailed trade data is available upon request from appropriate parties.

Why did D-Wave Quantum19s Diane Nguyen sell 1,451 QBTS shares?

The 1,451 shares were sold to cover statutory tax withholding obligations triggered by the vesting of restricted stock units. The filing states this sale was mandated under the companys equity incentive plans as a required sell to cover transaction, not a discretionary trade.

How many D-Wave Quantum (QBTS) shares does Diane Nguyen own after the sale?

After the transaction, Diane Nguyen beneficially owns 538,138 shares of D-Wave Quantum Common Stock directly. The filing specifies this figure includes 201,671 shares represented by unvested restricted stock units, reflecting both vested holdings and ongoing equity awards.

Was Diane Nguyen19s D-Wave Quantum (QBTS) share sale a discretionary trade?

The filing states it was not a discretionary trade. Instead, the company required a "sell to cover" transaction to fund statutory tax withholding on vesting restricted stock units, pursuant to its equity incentive plan election and related tax obligations.

What role does Diane Nguyen hold at D-Wave Quantum (QBTS)?

Diane Nguyen serves as EVP, Chief Legal Officer & General Counsel at D-Wave Quantum Inc. The Form 4 identifies her as an officer of the company, and the reported equity transaction relates to her compensation in the form of restricted stock units.