D-Wave Quantum (NASDAQ: QBTS) legal chief sells 40,000 shares in planned trade

Rhea-AI Filing Summary

D-Wave Quantum Inc. EVP and Chief Legal Officer Diane Nguyen sold 40,000 shares of Common Stock in an open-market transaction. The shares were sold on May 21, 2026 at a weighted average price of $25.014 per share, in multiple trades between $25.00 and $25.04. The sale was executed automatically under a pre-arranged Rule 10b5-1 trading plan adopted on August 14, 2025. After this sale, Nguyen directly holds 517,149 shares of Common Stock, including 206,796 shares of unvested restricted stock units.

Insights

Insider transactions analyst

Pre-planned sale of 40,000 QBTS shares under a 10b5-1 plan, with a large remaining stake.

Diane Nguyen, EVP and Chief Legal Officer of D-Wave Quantum Inc., completed an open-market sale of 40,000 shares of Common Stock at a weighted average price of $25.014 per share. The sale was carried out through multiple trades between $25.00 and $25.04.

The filing specifies that this sale occurred automatically under a pre-arranged Rule 10b5-1 trading plan adopted on August 14, 2025, indicating the timing was scheduled in advance. Following the transaction, Nguyen directly holds 517,149 shares, including 206,796 unvested restricted stock units, showing she retains a substantial equity position.

Insider Trade Summary 10b5-1

Net Seller: 40,000 shares ($1,000,560)

Net Sell 1 txn

Insider Nguyen Diane

Role EVP, Chief Legal Officer & GC

Sold 40,000 shs ($1.00M)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.0001 per share ("Common Stock")	40,000	$25.014	$1.00M

Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 517,149 shares (Direct, null)

Footnotes (1)

1. The reported sale of 40,000 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 14, 2025. 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 $25.00 to $25.04, 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. Includes 206,796 shares of unvested restricted stock units.

Key Figures

Shares sold: 40,000 shares Average sale price: $25.014 per share Post-transaction holdings: 517,149 shares +3 more

6 metrics

Shares sold 40,000 shares Open-market sale on May 21, 2026

Average sale price $25.014 per share Weighted average across multiple trades

Post-transaction holdings 517,149 shares Shares directly held after sale

Unvested RSUs included 206,796 shares Unvested restricted stock units within total holdings

Trading plan adoption date August 14, 2025 Rule 10b5-1 plan governing the sale

Price range of trades $25.00–$25.04 per share Range of individual sale prices

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, restricted stock units, open-market sale

4 terms

Rule 10b5-1 trading plan regulatory

"The reported sale of 40,000 shares occurred automatically pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average sale price financial

"The sales price reported is the weighted average sale price for the number of shares of Common Stock sold."

restricted stock units financial

"Includes 206,796 shares of unvested restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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).

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 CALIFORNIA 94303

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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")	05/21/2026		S		40,000(1)	D	$25.014(2)	517,149(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 40,000 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 $25.00 to $25.04, 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 206,796 shares of unvested restricted stock units.

Remarks:

	/s/ Diane Nguyen	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

D-Wave Quantum reported that EVP and Chief Legal Officer Diane Nguyen sold 40,000 shares of Common Stock. The shares were sold in an open-market transaction at a weighted average price of $25.014 per share, executed through multiple trades within a narrow price range.

At what price did Diane Nguyen sell D-Wave Quantum (QBTS) shares?

Diane Nguyen sold 40,000 shares at a weighted average price of $25.014 per share. The filing notes individual trades occurred between $25.00 and $25.04, with full trade-by-trade details available to regulators, the issuer, or shareholders upon request.

Was the D-Wave Quantum (QBTS) insider sale under a Rule 10b5-1 plan?

Yes. The filing states the 40,000-share sale occurred automatically pursuant to a pre-arranged Rule 10b5-1 trading plan. That plan was adopted by Diane Nguyen on August 14, 2025, indicating the transaction’s timing was scheduled in advance rather than decided on the sale date.

How many D-Wave Quantum (QBTS) shares does Diane Nguyen hold after the sale?

After the transaction, Diane Nguyen directly holds 517,149 shares of D-Wave Quantum Common Stock. This total includes 206,796 shares of unvested restricted stock units, reflecting both currently held shares and equity-based compensation that is subject to vesting conditions.

What does the footnote about unvested restricted stock units mean for D-Wave Quantum (QBTS)?

The filing explains that Nguyen’s post-transaction holdings of 517,149 shares include 206,796 unvested restricted stock units. These RSUs represent share-based awards that will be delivered only if specified vesting conditions are met, tying a portion of her stake to continued service or performance.