D-Wave Quantum (QBTS) CEO files Form 4 for tax-related share sale

Rhea-AI Filing Summary

D-Wave Quantum Inc. President & CEO Alan E. Baratz reported a tax-related share sale. On 01/14/2026, he sold 35,013 shares of D-Wave Quantum Inc. Common Stock at a weighted average price of $28.0623 per share. According to the disclosure, these shares were sold solely to cover statutory tax withholding obligations arising from the vesting of restricted stock units, under a mandatory “sell to cover” election in the company’s equity incentive plans, and do not represent a discretionary trade by him.

Following this transaction, Baratz beneficially owned 2,598,150 shares of Common Stock, which includes 649,244 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

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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^*

BARATZ ALAN E

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

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")	01/14/2026		S		35,013(1)	D	$28.0623(2)	2,598,150(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 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.

3. Includes 649,244 shares of unvested restricted stock units.

Remarks:

	/s/ Alan Baratz	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.
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 for Alan Baratz?

On 01/14/2026, D-Wave Quantum Inc. President & CEO Alan E. Baratz reported the sale of 35,013 shares of Common Stock at a weighted average price of $28.0623 per share.

Why did the D-Wave Quantum (QBTS) CEO sell 35,013 shares?

The filing states the 35,013 shares were sold to cover statutory tax withholding obligations related to the vesting of restricted stock units, under a mandatory “sell to cover” election, and do not represent a discretionary trade.

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

After the reported transaction, Alan E. Baratz beneficially owned 2,598,150 shares of D-Wave Quantum Inc. Common Stock, including 649,244 unvested restricted stock units.

What price range were the D-Wave Quantum (QBTS) CEO’s shares sold at?

The shares were sold in multiple transactions with prices ranging from $27.68 to $28.37 per share, with a reported weighted average sale price of $28.0623.

Is the D-Wave Quantum (QBTS) CEO’s reported sale a discretionary trade?

No. The filing explains the sale was mandated by the issuer’s equity incentive plan election to fund tax withholding via a “sell to cover” transaction and does not represent a discretionary trade by Alan E. Baratz.

Does Alan Baratz hold his D-Wave Quantum (QBTS) shares directly or indirectly?

The Form 4 identifies the 2,598,150 shares of Common Stock as held with direct (D) ownership, including shares underlying unvested restricted stock units.