D-Wave Quantum (QBTS) EVP sells 24,519 shares in two transactions

Rhea-AI Filing Summary

D-Wave Quantum Inc.'s EVP, Chief Legal Officer & GC, Diane Nguyen, reported two sales of common stock. On January 13, 2026, she sold 20,000 shares at a weighted average price of $28.8579 per share, executed automatically under a Rule 10b5-1 trading plan adopted on August 14, 2025. On January 14, 2026, she sold 4,519 shares at a weighted average price of $28.0623 per share to cover statutory tax withholding on vesting restricted stock units, under a mandated “sell to cover” arrangement.

Following these transactions, Nguyen beneficially owns 539,589 shares of common stock, which includes 207,921 unvested restricted stock units and 799 shares acquired through the company’s employee stock purchase plan for the June 1, 2025 to November 30, 2025 purchase period.

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^*

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)
01/13/2026

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")	01/13/2026		S		20,000(1)	D	$28.8579(2)	544,108(3)	D
Common Stock, par value $0.0001 per share ("Common Stock")	01/14/2026		S		4,519(4)	D	$28.0623(5)	539,589(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 20,000 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 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 $27.90 to $29.54, 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 (i) 207,921 shares of unvested restricted stock units, and (ii) 799 shares of Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of the Issuer for the purchase period of June 1, 2025 to November 30, 2025. In accordance with the ESPP, such 799 shares of Common Stock were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on May 30, 2025.

4. 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.

5. 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 $27.68 to $28.37, 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.

Remarks:

	/s/ Diane Nguyen	01/15/2026
	** 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.
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FAQ

What insider transactions did D-Wave Quantum (QBTS) report for Diane Nguyen?

Diane Nguyen, EVP and Chief Legal Officer of D-Wave Quantum Inc., reported selling 20,000 shares of common stock on January 13, 2026 and 4,519 shares on January 14, 2026, both reported as open market sales of non-derivative common stock.

Were any of Diane Nguyen’s QBTS share sales under a Rule 10b5-1 plan?

Yes. The 20,000-share sale on January 13, 2026 occurred automatically under a Rule 10b5-1 trading plan that she adopted on August 14, 2025, as disclosed in the filing footnotes.

Why did Diane Nguyen sell 4,519 shares of D-Wave Quantum common stock?

The 4,519-share sale on January 14, 2026 represents shares sold to cover statutory tax withholding obligations related to vesting restricted stock units. The company’s equity plans require a “sell to cover” transaction for these taxes, and the filing states this was not a discretionary trade.

What prices did Diane Nguyen receive for her QBTS share sales?

The 20,000 shares sold on January 13, 2026 had a weighted average price of $28.8579 per share, with individual trades ranging from $27.90 to $29.54. The 4,519 shares sold on January 14, 2026 had a weighted average price of $28.0623, with trades ranging from $27.68 to $28.37.

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

After the reported sales, Diane Nguyen beneficially owns 539,589 shares of D-Wave Quantum common stock. This total includes 207,921 unvested restricted stock units and 799 shares acquired under the company’s employee stock purchase plan.

What role does Diane Nguyen hold at D-Wave Quantum Inc.?

Diane Nguyen is an officer of D-Wave Quantum Inc., serving as EVP, Chief Legal Officer & General Counsel, as indicated in the insider report.