Tax-related share sale by D-Wave Quantum (QBTS) legal chief disclosed

Rhea-AI Filing Summary

D-Wave Quantum Inc. executive vice president and chief legal officer Diane Nguyen reported an open-market sale of 2,532 shares of Common Stock at a weighted average price of $17.6278 per share. According to the disclosure, this was a mandated “sell to cover” transaction to satisfy statutory tax withholding on vesting restricted stock units, rather than a discretionary trade.

After the sale, Nguyen directly holds 563,674 shares of Common Stock, which includes 223,381 shares underlying unvested restricted stock units. The transaction therefore represents a small portion of her overall equity position and reflects routine tax-related administration of equity awards.

Insights

Equity compensation analyst

Small, tax-driven sale tied to vesting; routine and low signal.

Diane Nguyen, an executive at D-Wave Quantum Inc., sold 2,532 Common Stock shares in an open-market transaction at a weighted average price of $17.6278 per share. Footnotes state this sale was required to cover statutory tax withholding from vesting restricted stock units under the company’s equity plans.

The filing shows Nguyen holds 563,674 shares after the sale, including 223,381 unvested restricted stock units. That makes the sale a very small fraction of her total exposure, indicating a routine tax-related event rather than a discretionary reduction in ownership.

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).

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)
03/13/2026

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")	03/13/2026		S		2,532(1)	D	$17.6278(2)	563,674(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 $17.60 to $17.66, 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 223,381 shares of unvested restricted stock units.

Remarks:

	/s/ Diane Nguyen	03/17/2026
	** 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 Diane Nguyen?

D-Wave Quantum reported that executive Diane Nguyen sold 2,532 Common Stock shares. The sale was classified as an open-market transaction and was executed to cover statutory tax withholding tied to vesting restricted stock units, according to the accompanying footnotes.

Was Diane Nguyen’s D-Wave Quantum (QBTS) share sale a discretionary trade?

The sale was not discretionary. Footnotes explain the 2,532 shares were sold under a mandated “sell to cover” arrangement to satisfy statutory tax withholding obligations arising from the vesting of restricted stock units under D-Wave Quantum’s equity incentive plans.

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

After the transaction, Diane Nguyen directly holds 563,674 shares of D-Wave Quantum Common Stock. This total includes 223,381 shares subject to unvested restricted stock units, indicating that her overall equity stake remains substantial despite the small tax-related sale.

At what price were Diane Nguyen’s D-Wave Quantum (QBTS) shares sold?

The filing reports a weighted average sale price of $17.6278 per share. Footnotes note the 2,532 shares were sold in multiple transactions with individual prices ranging from $17.60 to $17.66, with full breakdowns available on request from appropriate parties.

What does a tax-related “sell to cover” transaction mean for D-Wave Quantum (QBTS) insiders?

A “sell to cover” transaction means shares are sold automatically to pay required taxes on vesting equity awards. For D-Wave Quantum insiders like Diane Nguyen, this mechanism settles statutory tax obligations without requiring personal cash, and does not indicate a discretionary decision to reduce ownership.

Does Diane Nguyen’s Form 4 indicate any remaining derivative or option positions in D-Wave Quantum (QBTS)?

The derivative section of the filing shows no remaining derivative transactions, but footnotes clarify that her 563,674-share position includes 223,381 unvested restricted stock units. Those RSUs represent additional future share deliveries as they vest over time, subject to plan terms.