[Form 4] D-Wave Quantum Inc. Insider Trading Activity

Rhea-AI Filing Summary

John M. Markovich, Chief Financial Officer of D-Wave Quantum Inc. (QBTS), reported a transaction on 09/15/2025 in which 10,583 shares of Common Stock were disposed of at $17.76 per share. The filing states these shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting of restricted stock units. After the transaction, Markovich beneficially owns 1,588,928 shares, which the filing notes include 785,940 unvested restricted stock units. The Form 4 is signed on 09/17/2025.

Positive

• Substantial insider ownership: Reporting person beneficially owns 1,588,928 shares, indicating continued alignment with shareholders
• Transaction was administrative: Shares were withheld to satisfy tax withholding on RSU vesting rather than an open-market sale

Negative

• Unvested equity concentration: Includes 785,940 unvested restricted stock units, representing future dilution if vested

Insights

Securities Analyst

TL;DR: Routine tax-withholding on RSU vesting; insider retains sizable stake with 1.59M shares beneficially owned.

This Form 4 documents an administrative disposition where 10,583 shares were withheld to cover taxes at $17.76 per share upon RSU vesting. Such withholdings are common and typically non-dispositive in terms of signaling intent to sell. The insider's reported beneficial ownership of 1,588,928 shares, including 785,940 unvested RSUs, indicates continued substantial alignment with shareholders. No new purchases, option exercises for cash, or open-market sales are reported that would materially change control or liquidity.

Corporate Governance Specialist

TL;DR: Administrative share withholding for tax purposes; consistent with compensation mechanics, not a change in role or control.

The filing identifies John M. Markovich as an officer (Chief Financial Officer) and reports shares withheld to satisfy tax liabilities from RSU vesting. This is a routine compliance disclosure and does not indicate a voluntary divestiture or change in officer status. The significant number of unvested RSUs disclosed is relevant for assessing potential future dilution and incentives but the Form 4 provides no additional governance events.

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
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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^*

Markovich John M.

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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")	09/15/2025		F(1)		10,583	D	$17.76	1,588,928(2)	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 shares of Common Stock withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of restricted stock units.

2. Includes 785,940 shares of unvested restricted stock units.

Remarks:

	/s/ John M. Markovich	09/17/2025
	** 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.

FAQ

What transaction did QBTS insider John M. Markovich report on 09/15/2025?

The Form 4 reports that 10,583 shares were disposed of at $17.76 per share on 09/15/2025; the shares were withheld to satisfy tax withholding on RSU vesting.

How many QBTS shares does John M. Markovich beneficially own after the reported transaction?

He beneficially owns 1,588,928 shares following the transaction, per the Form 4.

How many unvested RSUs does the Form 4 disclose for John M. Markovich?

The filing discloses 785,940 unvested restricted stock units included in the beneficial ownership total.

Was the reported share disposition an open-market sale?

No. The filing states the shares were withheld by the issuer to satisfy tax withholding requirements related to RSU vesting.

What is John M. Markovich's role at D-Wave Quantum listed on the Form 4?

He is reported as an Officer with the title Chief Financial Officer.