D‑Wave Quantum CEO reports tax-withholding sale of 31,369 shares

Rhea-AI Filing Summary

D‑Wave Quantum (QBTS) insider transaction: President & CEO and Director Alan Baratz reported a sale of 31,369 shares of Common Stock on 10/14/2025 at a weighted average price of $43.7434. The filing states this was a mandated “sell to cover” to satisfy statutory tax withholding upon RSU vesting, not a discretionary trade. Following the transaction, he beneficially owned 2,801,265 shares, which includes 1,110,087 unvested RSUs. The reported sales occurred across prices ranging from $43.65 to $44.06.

Insider Trade Summary

Net Seller: 31,369 shares ($1,372,187)

Net Sell 1 txn

Insider BARATZ ALAN E

Role President & CEO

Sold 31,369 shs ($1.37M)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.0001 per share ("Common Stock")	31,369	$43.7434	$1.37M

Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 2,801,265 shares (Direct)

Footnotes (1)

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. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $43.65 to $44.06, 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 1,110,087 shares of unvested restricted stock units.

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).

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)
10/14/2025

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")	10/14/2025		S(1)		31,369	D	$43.7434(2)	2,801,265(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 sold. These shares were sold in multiple transactions at prices ranging from $43.65 to $44.06, 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 1,110,087 shares of unvested restricted stock units.

Remarks:

	/s/ Alan Baratz	10/15/2025
	** 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 did D‑Wave Quantum (QBTS) disclose in this Form 4?

The CEO and Director, Alan Baratz, reported selling 31,369 QBTS shares on 10/14/2025 via a mandated “sell to cover” for tax withholding on RSU vesting.

Was the QBTS insider sale discretionary?

No. The filing states the sale was mandated by the company’s plan election to cover statutory tax withholding, not a discretionary trade.

What price did the QBTS shares sell for?

The weighted average sale price was $43.7434, with individual trades executed between $43.65 and $44.06.

How many QBTS shares does the insider own after the sale?

After the transaction, beneficial ownership was 2,801,265 shares, including 1,110,087 unvested RSUs.

What roles does the reporting person hold at QBTS?

Alan Baratz is listed as both Director and Officer, with the title President & CEO.

What triggered the sale of QBTS shares?

The sale covered statutory tax withholding obligations arising from the vesting of restricted stock units.