D-Wave legal chief has 4,042 shares withheld for tax

D-Wave Quantum Inc. (QBTS) reported that officer Diane Nguyen, EVP, Chief Legal Officer & GC, had 4,042 shares of Common Stock withheld on 2026-08-17 to satisfy tax withholding requirements related to vesting restricted stock units (RSUs).

Rhea-AI Filing Summary

D-Wave Quantum Inc. (QBTS) reported that officer Diane Nguyen, EVP, Chief Legal Officer & GC, had 4,042 shares of Common Stock withheld on 2026-08-17 to satisfy tax withholding requirements related to vesting restricted stock units (RSUs). After this tax-withholding disposition, she holds 505,850 shares directly, including 178,074 unvested RSUs.

Insider Trade Summary

Tax Withholding: 4,042 shares

Tax Withholding 1 txn

Insider Nguyen Diane

Role EVP, Chief Legal Officer & GC

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.0001 per share ("Common Stock") F1, F2	4,042	$21.17	$86K

Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 505,850 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 178,074 unvested RSUs.

Key Figures

Shares withheld for taxes: 4,042 shares Withholding reference price: $21.17 per share Shares held after transaction: 505,850 shares +1 more

4 metrics

Shares withheld for taxes 4,042 shares Common Stock withheld to satisfy tax withholding requirements on 2026-08-17

Withholding reference price $21.17 per share Value used for the 4,042 shares withheld for tax obligations

Shares held after transaction 505,850 shares Total direct Common Stock holdings following the tax-withholding disposition

Unvested RSUs included 178,074 RSUs Unvested restricted stock units included within post-transaction holdings

Key Terms

restricted stock units ("RSUs"), tax withholding requirements, Common Stock, par value $0.0001 per share

3 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"

Common Stock, par value $0.0001 per share financial

"Common Stock, par value $0.0001 per share ("Common Stock")"

FAQ

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

What insider transaction did QBTS report for Diane Nguyen on this Form 4?

QBTS reported that Diane Nguyen had 4,042 shares of Common Stock withheld on 2026-08-17 to satisfy tax withholding requirements in connection with vesting RSUs, classified as a code F transaction.

Did Diane Nguyen of QBTS sell shares in the market in this Form 4?

No. The filing shows no open-market sale. Instead, 4,042 shares were withheld by the issuer solely to cover tax withholding requirements upon RSU vesting, reported as a code F tax-liability transaction.

How many QBTS shares does Diane Nguyen hold after this reported transaction?

After the transaction, Diane Nguyen directly holds 505,850 shares of D-Wave Quantum Inc. Common Stock. This figure includes 178,074 unvested RSUs, which remain subject to vesting conditions according to the footnote disclosure.

At what value were the QBTS shares withheld for Diane Nguyen’s tax obligations?

The 4,042 QBTS shares withheld for tax obligations were valued at $21.17 per share. This value is used solely to calculate the amount of stock needed to satisfy the tax withholding tied to vesting RSUs.

Were the QBTS insider transactions by Diane Nguyen under a Rule 10b5-1 plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed for this filing. The transaction is reported as a tax-withholding disposition related to RSU vesting, not as a trade under a pre-arranged trading plan.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/18/2026 - 06:10 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)
08/17/2026

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")	08/17/2026		F		4,042(1)	D	$21.17	505,850(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 ("RSUs").

2. Includes 178,074 unvested RSUs.

Remarks:

	/s/ Diane Nguyen	08/18/2026
	** 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)