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QBTS Form 4: Executive Withholding 2,501 Shares to Cover RSU Tax

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Diane Nguyen, EVP, Chief Legal Officer & General Counsel of D-Wave Quantum Inc. (QBTS), reported a transaction on 09/15/2025 disposing of 2,501 shares of common stock at a price of $17.76 per share. The filing states these shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting of restricted stock units.

Following the withholding transaction, Ms. Nguyen beneficially owns 609,672 shares in total, which explicitly includes 287,854 unvested restricted stock units. The Form 4 is signed and dated 09/17/2025.

Positive

  • Transparency in reporting insider tax-withholding and post-transaction beneficial ownership
  • Disclosure of unvested restricted stock units (287,854) helps clarify potential future dilution

Negative

  • None material in this filing; transaction is a withholding event rather than an active sale

Insights

TL;DR: Routine tax-withholding on RSU vesting; no new purchase or sale for cash beyond withholding reported.

This Form 4 discloses an issuer-withheld disposition of 2,501 shares to satisfy tax withholding tied to RSU vesting. Such transactions are common for executives and do not represent an active market sale decision by the reporting person beyond meeting tax obligations. The disclosure also clarifies total beneficial ownership and the magnitude of unvested RSUs, which helps assess future potential dilution and insider alignment with long-term incentives.

TL;DR: Insufficiently material to change investment thesis; merely a withholding event.

The 2,501-share withholding at $17.76 per share is small relative to the reported 609,672 shares beneficially owned and reflects routine compensation administration. The filing does provide useful granularity by specifying that 287,854 shares are unvested RSUs, which is relevant for modeling potential share count changes as those RSUs vest and may trigger similar withholding mechanics.

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") 2,501 $17.76 $44K
Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 609,672 shares (Direct)
Footnotes (1)
  1. Represents shares of Common Stock withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of restricted stock units. Includes 287,854 shares of unvested restricted stock units.
Form 4 Insider Transactions: What Each Field Means →
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 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)
09/15/2025
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") 09/15/2025 F(1) 2,501 D $17.76 609,672(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.
2. Includes 287,854 shares of unvested restricted stock units.
Remarks:
/s/ Diane Nguyen 09/17/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

The Form 4 reports an issuer-withheld disposition of 2,501 shares on 09/15/2025 at $17.76 per share to satisfy tax withholding for RSU vesting.

How many QBTS shares does Diane Nguyen beneficially own after the transaction?

She beneficially owns 609,672 shares following the reported transaction.

How many unvested restricted stock units does the filing disclose?

The filing states there are 287,854 unvested restricted stock units included in the beneficial ownership total.

What is Diane Nguyen's role at D-Wave Quantum as stated on the form?

She is reported as EVP, Chief Legal Officer & General Counsel and the form is filed by one reporting person.

When was the Form 4 signed?

The Form 4 bears the signature and date 09/17/2025.