[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 insider transactions on Form 4. On 09/05/2025 he executed transactions coded M that resulted in the acquisition of 40,758 shares of common stock at a price of $0.92 per share. After the reported activity he beneficially owns 1,599,511 shares of common stock, which explicitly includes 812,837 unvested restricted stock units. The filing also discloses derivative holdings: a $0.92 stock option reflecting 40,758 underlying shares (857,926 options shown as beneficially owned) and a $0.846 option for 120,826 shares that is exercisable as of grant. The Form 4 is signed 09/09/2025.

Positive

• Insider acquisition disclosed: CFO acquired 40,758 shares at $0.92, increasing direct holdings.
• Transparent disclosure of equity compensation: Filing details 812,837 unvested RSUs and option positions, aiding investor visibility into potential dilution.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider exercise increased CFO's direct stake by 40,758 shares at $0.92, raising total beneficial ownership to 1.60 million shares.

The transaction code M indicates a conversion or exercise-related trade, and the filing shows the CFO acquired 40,758 shares at $0.92 each on 09/05/2025. Beneficial ownership after the transaction is reported as 1,599,511 shares, including 812,837 unvested RSUs. Material for investors because it updates insider holdings and option positions: the filing lists substantial option-based interests (857,926 and 120,826 underlying shares) that affect potential future dilution. All figures are taken directly from the Form 4; no valuation or forward-looking interpretation is provided.

Corporate Governance Expert

TL;DR: CFO’s exercise and holding disclosures increase transparency on executive compensation and potential dilution from options and RSUs.

The Form 4 cleanly documents an option-related acquisition and the composition of beneficial ownership, including a large number of unvested restricted stock units (812,837 RSUs). The filing confirms exercisable option positions and a new direct holding of 40,758 shares. This disclosure fulfills Section 16 reporting requirements and provides shareholders factual detail on the CFO’s equity incentives and voting exposure. The filing is procedural and contains no statements about changes in corporate governance or material corporate actions beyond the reported transactions.

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)
09/05/2025

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")	09/05/2025		M		40,758	A	$0.92	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	09/05/2025		M			40,758	(2)	08/20/2031	Common Stock, par value $0.0001 per share ("Common Stock")	40,758	$0.92	857,926	D
Stock Option (right to buy)	$0.846							(3)	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. This option has fully vested and is exercisable as of the date hereof as to 898,864 shares of Common Stock.

3. 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	09/09/2025
	** 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 transaction did John M. Markovich report on Form 4 for QBTS?

He reported an exercise/conversion (code M) on 09/05/2025 acquiring 40,758 shares of common stock at $0.92 per share.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 reports 1,599,511 shares beneficially owned following the reported transaction.

Does the filing show unvested equity or restricted stock units (RSUs)?

Yes, the filing explicitly states it includes 812,837 shares of unvested restricted stock units.

What derivative/option holdings are disclosed by the reporting person?

The filing lists a $0.92 stock option with 40,758 underlying shares (857,926 shown beneficially owned) and a $0.846 option for 120,826 shares.

When was the Form 4 signed?

The Form 4 bears the reporting person's signature dated 09/09/2025.