D-Wave Quantum (NYSE: QBTS) insider sale covers RSU tax withholding

Rhea-AI Filing Summary

D-Wave Quantum Inc. executive Diane Nguyen, EVP, Chief Legal Officer & General Counsel, reported selling 2,733 shares of common stock on December 15, 2025 at a weighted average price of $23.8944 per share.

The report explains that this sale was required to cover statutory tax withholding tied to the vesting of restricted stock units under the company’s equity incentive plans and does not represent a discretionary trade by Nguyen.

After this transaction, Nguyen beneficially owned 563,309 shares of D-Wave Quantum common stock, which includes 218,256 shares underlying unvested restricted stock units.

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)
12/15/2025

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")	12/15/2025		S		2,733(1)	D	$23.8944(2)	563,309(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. Represents the number of shares of Common Stock required to be sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. 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 $23.8208 to $23.9002, 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 218,256 shares of unvested restricted stock units.

Remarks:

	/s/ Diane Nguyen	12/16/2025
	** 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 transaction did D-Wave Quantum (QBTS) report?

The report shows that executive Diane Nguyen sold 2,733 shares of D-Wave Quantum common stock on December 15, 2025 at a weighted average price of $23.8944 per share.

Why did Diane Nguyen sell 2,733 D-Wave Quantum (QBTS) shares?

The sale was made to cover statutory tax withholding obligations arising from the vesting of restricted stock units, under an issuer election that requires a “sell to cover” transaction, and is described as not a discretionary trade by Nguyen.

Who is the insider involved in this D-Wave Quantum (QBTS) transaction?

The reporting person is Diane Nguyen, who serves as EVP, Chief Legal Officer & General Counsel of D-Wave Quantum Inc.

How many D-Wave Quantum (QBTS) shares does Diane Nguyen own after the sale?

Following the reported transaction, Diane Nguyen beneficially owned 563,309 shares of D-Wave Quantum common stock, including 218,256 shares represented by unvested restricted stock units.

Was the D-Wave Quantum (QBTS) insider sale part of a discretionary trading decision?

No. The explanation states the sale was mandated by the issuer’s election under its equity incentive plans to satisfy tax withholding through a “sell to cover” transaction and does not represent a discretionary trade by the reporting person.

What price range did the D-Wave Quantum (QBTS) shares sell for in this transaction?

The weighted average sale price reported was $23.8944 per share, with individual trades executed at prices ranging from $23.8208 to $23.9002, inclusive.