Rule 10b5-1 sale: D-Wave Quantum (QBTS) director sells 8,000 shares

Rhea-AI Filing Summary

D-Wave Quantum Inc. director John D. DiLullo reported an open-market sale of 8,000 shares of common stock at a weighted average price of $18.0122 per share. The sale occurred automatically under a pre-established Rule 10b5-1 trading plan adopted on June 15, 2025.

These shares were sold in multiple trades at prices ranging from $17.31 to $18.825. After the transaction, DiLullo directly holds 19,803 shares, which include 14,260 shares underlying unvested restricted stock units.

Insights

Equity analyst

Director executes planned 10b5-1 sale of 8,000 D-Wave Quantum shares.

The filing shows director John D. DiLullo completed an open-market sale of 8,000 shares of D-Wave Quantum Inc. common stock at a weighted average price of $18.0122 per share. The trades were executed across a price range of $17.31 to $18.825.

A key detail is that the sale occurred automatically under a Rule 10b5-1 trading plan adopted on June 15, 2025, indicating the transactions were pre-arranged rather than opportunistic. After the sale, DiLullo’s direct holdings total 19,803 shares, including 14,260 unvested restricted stock units.

Overall, this appears to be a routine, pre-planned diversification event by a director rather than a new strategic signal. Subsequent ownership reports may provide further context on any additional 10b5-1 activity.

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).

X

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^*

DiLullo John D

(Last) (First) (Middle)

C/O D-WAVE QUANTUM INC.

2650 E BAYSHORE RD

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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")	03/05/2026		S		8,000(1)	D	$18.0122(2)	19,803(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. The reported sale of 8,000 shares of Common Stock occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 15, 2025.

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 $17.31 to $18.825, 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 14,260 shares of unvested restricted stock units.

Remarks:

	/s/ John D. DiLullo	03/06/2026
	** 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) disclose in this Form 4?

D-Wave Quantum (QBTS) disclosed that director John D. DiLullo sold 8,000 shares of common stock in an open-market transaction. The weighted average sale price was $18.0122 per share, with trades executed between $17.31 and $18.825 under a pre-arranged Rule 10b5-1 plan.

Was the D-Wave Quantum (QBTS) director’s 8,000-share sale pre-planned?

Yes. The 8,000-share sale by D-Wave Quantum (QBTS) director John D. DiLullo occurred automatically under a Rule 10b5-1 trading plan adopted on June 15, 2025. Such plans allow insiders to schedule trades in advance, helping separate trading activity from day-to-day market conditions.

At what prices did the D-Wave Quantum (QBTS) insider sell shares?

The reported weighted average sale price was $18.0122 per D-Wave Quantum (QBTS) share. According to the filing, individual trades occurred in multiple transactions at prices ranging from $17.31 to $18.825, with full price-by-trade detail available upon request to the company or regulators.

How many D-Wave Quantum (QBTS) shares does the director hold after this sale?

After selling 8,000 shares, D-Wave Quantum (QBTS) director John D. DiLullo directly holds 19,803 shares of common stock. This total includes 14,260 shares represented by unvested restricted stock units, which are subject to vesting conditions before they fully convert into freely tradable shares.

What is the significance of the unvested restricted stock units for D-Wave Quantum (QBTS)?

The filing notes that 14,260 of John D. DiLullo’s 19,803 D-Wave Quantum (QBTS) shares are unvested restricted stock units. These RSUs represent future share delivery contingent on vesting terms, highlighting that a substantial portion of his reported holdings is tied to ongoing service and performance conditions.

Does the Form 4 suggest discretionary selling by the D-Wave Quantum (QBTS) director?

The Form 4 states that the 8,000-share sale occurred automatically under a Rule 10b5-1 plan for D-Wave Quantum (QBTS) director John D. DiLullo. This indicates the trades were scheduled in advance, rather than being discretionary decisions made in response to short-term market movements.