D-Wave Quantum exec has 3,191 shares withheld

Executive officer Diane Nguyen had shares withheld for RSU tax obligations and now directly holds over 500,000 QBTS shares including substantial unvested RSUs.

Rhea-AI Filing Summary

D-Wave Quantum Inc. (QBTS) reported that executive officer Diane Nguyen, EVP, Chief Legal Officer & GC, had 3,191 shares of common stock withheld on September 15, 2026 to satisfy tax withholding requirements upon vesting of restricted stock units. After this tax-withholding disposition, she directly holds 503,302 shares, including 169,962 unvested RSUs and 643 shares acquired under the company’s Employee Stock Purchase Plan.

Insider Trade Summary

Tax Withholding: 3,191 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	3,191	$16.83	$54K

Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 503,302 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 169,962 unvested RSUs and (ii) and 643 shares of Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of the Issuer for the purchase period of December 1, 2025 to May 29, 2026. In accordance with the ESPP, such 643 shares of Common Stock were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on December 1, 2025.

Key Figures

Shares withheld for taxes: 3,191 shares Withholding reference price: $16.83 per share Shares held after transaction: 503,302 shares +3 more

6 metrics

Shares withheld for taxes 3,191 shares Common stock withheld on September 15, 2026 for RSU tax withholding

Withholding reference price $16.83 per share Price associated with the 3,191 shares withheld for tax liability

Shares held after transaction 503,302 shares Total direct QBTS common shares after the September 15, 2026 disposition

Unvested RSUs 169,962 RSUs Unvested restricted stock units included in post-transaction holdings

ESPP shares 643 shares Common shares acquired under the ESPP for Dec 1, 2025–May 29, 2026 period

ESPP purchase discount 85% of closing price ESPP purchase price set at 85% of QBTS closing price on December 1, 2025

Key Terms

restricted stock units, tax withholding requirements, Employee Stock Purchase Plan, par value

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units ("RSUs")."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding requirements financial

"withheld by the Issuer to satisfy tax withholding requirements in connection"

Employee Stock Purchase Plan financial

"Common Stock acquired under the Employee Stock Purchase Plan ("ESPP")"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

par value financial

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

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

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

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

The company disclosed that 3,191 QBTS shares were withheld on September 15, 2026 to satisfy tax withholding requirements related to the vesting of restricted stock units, classified as a payment of tax liability by delivering or withholding securities.

How many D-Wave Quantum (QBTS) shares does Diane Nguyen hold after this Form 4 transaction?

Following the reported tax-withholding disposition, Diane Nguyen directly holds 503,302 QBTS common shares. This total includes both vested and unvested equity positions as described in the filing’s footnotes.

How many unvested RSUs in QBTS does Diane Nguyen have after the transaction?

After the September 15, 2026 transaction, Diane Nguyen’s holdings include 169,962 unvested restricted stock units (RSUs) of D-Wave Quantum Inc., as specified in the footnote to the Form 4 filing.

What does the Form 4 say about Diane Nguyen’s purchases under the QBTS Employee Stock Purchase Plan?

The filing states she holds 643 QBTS shares acquired under the Employee Stock Purchase Plan for the purchase period December 1, 2025 to May 29, 2026, bought at a price equal to 85% of the closing price on December 1, 2025.

Was Diane Nguyen’s QBTS Form 4 transaction made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 trading plan; the document-level checkbox for such a plan is not marked as being used for this tax-withholding transaction.

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

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Available on EDGAR 09/16/2026 - 06:08 PM Accepted by SEC EDGAR 09/16/2026 - 06:07 PM 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)
09/15/2026

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")	09/15/2026		F		3,191(1)	D	$16.83	503,302(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 169,962 unvested RSUs and (ii) and 643 shares of Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of the Issuer for the purchase period of December 1, 2025 to May 29, 2026. In accordance with the ESPP, such 643 shares of Common Stock were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on December 1, 2025.

Remarks:

	/s/ Diane Nguyen	09/16/2026
	** 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)