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

Rhea-AI Filing Summary

D-Wave Quantum insider transactions by EVP & Chief Legal Officer Diane Nguyen on 08/13/2025. The filing shows multiple option exercises and open-market sales. Ms. Nguyen exercised stock options at strike prices of $0.91, $0.92 and $2.10 for aggregate grants including 27,668; 9,118; 2,224; and 40,831 option shares, with the $2.10 option covering 40,831 shares of which 43,750 option shares remain related to outstanding awards. The report discloses sales of common stock in several tranches at weighted-average prices between about $18.11 and $18.54. The reporting person held 614,978 shares following some transactions, including 294,212 unvested restricted stock units, and shares were withheld to satisfy tax obligations in connection with RSU vesting.

Positive

• Substantial retained ownership: Reporting person retains 614,978 shares after transactions, including 294,212 unvested RSUs, indicating ongoing alignment with shareholders.
• Transparent reporting of prices and mechanics: Weighted-average sale prices and explanation of tax withholding for RSU vesting are disclosed.

Negative

• Significant share sales: The filing shows open-market sales totaling multiple tranches (e.g., 25,634; 39,010; 4,626 shares) at prices in the $18.11–$18.54 range, reducing liquid ownership.
• Lack of per-trade detail in-file: Weighted-average prices used for multi-trade sales; specific per-trade quantities and prices are not included but are stated to be available on request.

Insights

Financial Analyst

TL;DR: Insider exercised multiple options and sold shares at ~$18.1–$18.54; holdings remain concentrated, including significant unvested RSUs.

The transactions are typical executive liquidity events: multiple option exercises at low strike prices ($0.91–$2.10) were executed and portions of resulting shares were sold in the open market at weighted-average prices reported between approximately $18.11 and $18.54. The reporting person still beneficially owns over 600,000 shares, of which ~294,212 are unvested RSUs, indicating continued equity exposure. These moves generate cash for the insider while leaving substantial retained equity.

Corporate Governance Expert

TL;DR: Multiple simultaneous exercises and sales by a senior officer are routine but warrant disclosure clarity on volumes and timing.

The Form 4 discloses option vesting and immediate monetization through market sales plus share withholding for taxes on RSU vesting. The filing includes weighted-average sale prices and notes that per-price breakdowns can be provided on request, which is appropriate. Continued ownership above 600,000 shares suggests alignment with shareholder interests, while the sales provide transparency into the officer's liquidity actions.

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^*

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)
08/13/2025

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")	08/13/2025		F(1)		2,459	D	$18.51	601,602(2)	D
Common Stock, par value $0.0001 per share ("Common Stock")	08/13/2025		S		25,634	D	$18.113(3)	575,968(2)	D
Common Stock, par value $0.0001 per share ("Common Stock")	08/13/2025		M		27,668	A	$0.91	603,636(2)	D
Common Stock, par value $0.0001 per share ("Common Stock")	08/13/2025		M		9,118	A	$0.91	612,754(2)	D
Common Stock, par value $0.0001 per share ("Common Stock")	08/13/2025		M		2,224	A	$0.92	614,978(2)	D
Common Stock, par value $0.0001 per share ("Common Stock")	08/13/2025		S		39,010	D	$18.181(4)	575,968(2)	D
Common Stock, par value $0.0001 per share ("Common Stock")	08/13/2025		M		40,831	A	$2.1	616,799(2)	D
Common Stock, par value $0.0001 per share ("Common Stock")	08/13/2025		S		4,626(5)	D	$18.54(6)	612,173(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
Stock Option (right to buy)	$0.91	08/13/2025		M			27,668	(7)	05/05/2030	Common Stock, par value $0.0001 per share ("Common Stock")	27,668	$0.91	0	D
Stock Option (right to buy)	$0.91	08/13/2025		M			9,118	(7)	11/17/2030	Common Stock, par value $0.0001 per share ("Common Stock")	9,118	$0.91	0	D
Stock Option (right to buy)	$0.92	08/13/2025		M			2,224	(7)	08/20/2031	Common Stock, par value $0.0001 per share ("Common Stock")	2,224	$0.92	0	D
Stock Option (right to buy)	$2.1	08/13/2025		M			40,831	(8)	03/27/2034	Common Stock, par value $0.0001 per share ("Common Stock")	40,831	$2.1	43,750	D

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 294,212 shares of unvested restricted stock units.

3. 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 $18.11 to $18.13, 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.

4. 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 $18.18 to $18.185, 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.

5. Represents shares of Common Stock sold by the Reporting Person in connection with the exercise of 40,831 stock options.

6. 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 $18.475 to $18.540, 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.

7. The option has vested and is exercisable as of the date hereof.

8. This option has vested and is exercisable as of the date hereof as to 40,831 shares of Common Stock and the remaining portion of the option vests in monthly installments of 2,083 or 2,084 shares of Common Stock on the 1st of each month through May 1, 2027.

Remarks:

	/s/ Diane Nguyen	08/14/2025
	** 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.

FAQ

What insider transactions did Diane Nguyen report for QBTS on 08/13/2025?

The report shows multiple option exercises and open-market sales on 08/13/2025, including exercises of options for 27,668; 9,118; 2,224; and 40,831 shares and sales of shares at weighted-average prices between about $18.11 and $18.54.

How many shares does the reporting person beneficially own after these transactions?

The filing reports 614,978 shares beneficially owned following the reported transactions, which includes 294,212 unvested restricted stock units.

Were any shares withheld for taxes related to RSU vesting?

Yes. The filing states that 2,459 shares were withheld by the issuer to satisfy tax withholding requirements in connection with RSU vesting.

What strike prices applied to the exercised options?

The exercised options had strike prices of $0.91, $0.92, and $2.10 as disclosed in the Form 4.

Are there remaining unexercised or vesting portions of the options?

Yes. One option (the $2.10 option) was exercisable for 40,831 shares as of the date and the remaining portion vests monthly through May 1, 2027, per the filing.