[Form 4] D-Wave Quantum Inc. Insider Trading Activity

Rhea-AI Filing Summary

John M. Markovich, Chief Financial Officer and Director of D-Wave Quantum Inc. (QBTS), reported multiple open-market and option transactions on 09/10/2025–09/12/2025. The Form 4 shows Mr. Markovich sold blocks of common stock (50,000 on 09/10 at $16.30; 50,000 on 09/11 at $16.30; 50,000 on 09/12 at $17.50) and exercised/was issued shares at $0.92 (100,000 on 09/11 and 50,000 on 09/12). After the reported activity his beneficial ownership is reported as 1,649,511 shares. The filing also discloses outstanding stock options and 812,837 unvested restricted stock units, and additional options exercisable for 120,826 shares at $0.846 with a 01/10/2034 expiration.

Positive

• Beneficial ownership increased to 1,649,511 shares following reported transactions.
• Executed option exercises resulting in 150,000 shares acquired at $0.92, demonstrating available vested awards.
• Full disclosure of unvested RSUs is provided: 812,837 shares are identified as unvested restricted stock units.

Negative

• Insider sold 150,000 shares (three 50,000 blocks) at prices between $16.30 and $17.50, reducing directly held shares.
• Substantial portion of holdings are in unvested RSUs (812,837), indicating limited immediate liquidity from those awards.

Insights

Corporate Governance Expert

TL;DR: Insider conducted concurrent sales and option exercises, ending with a modest net increase in reported holdings.

The report documents routine Section 16 activity by the CFO who both sold and acquired shares over three days. Sales occurred at materially higher prices ($16.30–$17.50) than the option exercise price ($0.92), consistent with locking in gains from previously granted awards. Beneficial ownership rises to 1,649,511 shares after transactions. The filing transparently discloses unvested RSUs (812,837) and multiple option tranches, with expiration and exercisability details provided. This is procedural insider liquidity rather than an operational disclosure.

Securities Analyst

TL;DR: Transactions show exercised in-the-money options and concurrent stock sales, leaving the CFO with 1,649,511 shares and several vested option tranches.

Reported option exercises at $0.92 generated 150,000 shares on 09/11–09/12, while sales of 150,000 shares occurred across 09/10–09/12 at $16.30–$17.50. Table II details exercisable options totaling at least 1, − including 100,000 and 50,000 grants exercisable through 08/20/2031 and a separate 120,826-share option at $0.846 expiring 01/10/2034. The mix of exercises and sales is consistent with routine monetization of vested equity awards; no new compensation grants or other corporate events are reported in this Form 4.

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^*

Markovich John M.

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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")	09/10/2025		S		50,000	D	$16.3	1,549,511(1)	D
Common Stock, par value $0.0001 per share ("Common Stock")	09/11/2025		M		100,000	A	$0.92	1,649,511(1)	D
Common Stock, par value $0.0001 per share ("Common Stock")	09/11/2025		S		50,000	D	$16.3	1,599,511(1)	D
Common Stock, par value $0.0001 per share ("Common Stock")	09/12/2025		M		50,000	A	$0.92	1,649,511(1)	D
Common Stock, par value $0.0001 per share ("Common Stock")	09/12/2025		S		50,000	D	$17.5	1,599,511(1)	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
Stock Option (right to buy)	$0.92	09/11/2025		M			100,000	(2)	08/20/2031	Common Stock, par value $0.0001 per share ("Common Stock")	100,000	$0.92	757,926	D
Stock Option (right to buy)	$0.92	09/12/2025		M			50,000	(3)	08/20/2031	Common Stock, par value $0.0001 per share ("Common Stock")	50,000	$0.92	707,926	D
Stock Option (right to buy)	$0.846							(4)	01/10/2034	Common Stock, par value $0.0001 per share ("Common Stock")	120,826		120,826	D

Explanation of Responses:

1. Includes 812,837 shares of unvested restricted stock units.

2. The option has fully vested and is exercisable as of the date hereof as to 857,926 shares of Common Stock.

3. The option has fully vested and is exercisable as of the date hereof as to 757,926 shares of Common Stock.

4. This option has vested and is exercisable as of the grant date as to all 120,826 shares of Common Stock.

Remarks:

	/s/ John M. Markovich	09/12/2025
	** 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 transactions did QBTS CFO John M. Markovich report on the Form 4?

He reported sales of 50,000 shares on 09/10/2025 at $16.30, sales of 50,000 shares on 09/11/2025 at $16.30, a sale of 50,000 shares on 09/12/2025 at $17.50, and acquisitions/exercises of 100,000 shares on 09/11/2025 and 50,000 shares on 09/12/2025 at $0.92.

How many shares does John M. Markovich beneficially own after these transactions?

The Form 4 reports total beneficial ownership of 1,649,511 shares following the reported transactions.

How many unvested restricted stock units (RSUs) are disclosed for Mr. Markovich?

The filing discloses 812,837 unvested restricted stock units included in his reported holdings.

Are there exercisable stock options disclosed in the Form 4?

Yes. The filing shows exercisable options including 100,000 and 50,000 share tranches exercisable through 08/20/2031 and a 120,826-share option exercisable at $0.846 expiring 01/10/2034.

Did the Form 4 show any new grants or compensation changes?

No new compensation grants or changes are disclosed; the Form 4 reports exercises, sales, and existing option/RSU balances only.