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

Rhea-AI Filing Summary

Insider transactions by D-Wave Quantum CFO John M. Markovich on 08/12/2025: The filing shows Markovich exercised a stock option at an exercise price of $0.92 for 100,000 shares and simultaneously sold 100,000 shares at $18.00 per share. After these transactions his reported beneficial ownership is 1,558,753 shares (direct). The filing also discloses outstanding derivative holdings: a stock option with a $0.92 exercise price covering 100,000 shares (vesting schedule noted) and a fully vested option at $0.846 covering 120,826 shares. The report includes 812,837 unvested restricted stock units included in his holdings.

Positive

• Transparent disclosure of exercise, sale, vested options, and unvested RSUs in a single Form 4 filing
• Realized liquidity event: exercised at $0.92 and sold at $18.00, showing clear transaction prices

Negative

• Reduction in direct ownership by 100,000 shares, lowering reported holdings from 1,658,753 to 1,558,753
• Significant unvested RSUs (812,837) indicate a large portion of holdings remains subject to vesting

Insights

Securities Analyst

TL;DR: CFO exercised options at $0.92 and sold 100,000 shares at $18, reducing direct holdings to 1,558,753 shares.

Markovich executed a common insider liquidity event by exercising an option and selling the same number of shares the same day. The exercise price of $0.92 versus the sale price of $18.00 indicates a large realized per-share spread explicitly shown in the filing. Significant derivative positions remain, including an option with a remaining short-term vesting tranche and 812,837 RSUs counted in beneficial ownership. These elements are material to insider ownership and dilution calculations but the filing contains no forward-looking commentary or company operational data.

Corporate Governance Expert

TL;DR: This is a routine Section 16 disclosure of option exercise and share sale by the CFO with detailed vesting counts.

The Form 4 documents standard insider reporting: a cashless or simultaneous exercise/sale is implied by matched quantities reported as acquired and sold on the same date. The filing transparently lists vested exercisable amounts, unvested RSUs, and remaining derivative positions, which supports clear auditing of insider holdings and compliance with reporting obligations. No amendments or Section 16 compliance exceptions are indicated.

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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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)
08/12/2025

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")	08/12/2025		M		100,000	A	$0.92	1,658,753(1)	D
Common Stock, par value $0.0001 per share ("Common Stock")	08/12/2025		S		100,000	D	$18	1,558,753(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	08/12/2025		M			100,000	(2)	08/20/2031	Common Stock, par value $0.0001 per share ("Common Stock")	100,000	$0.92	898,684	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. The option has vested and is exercisable as of the date hereof as to 967,407 shares of Common Stock and the remaining portion of the option vests on August 20, 2025 as to 31,277 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	08/14/2025
	** 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 (QBTS) CFO John Markovich do on 08/12/2025?

He exercised 100,000 option shares at $0.92 per share and sold 100,000 shares at $18.00 per share, as reported on the Form 4.

How many shares does John Markovich beneficially own after the transactions?

The filing reports he beneficially owns 1,558,753 shares following the reported transactions.

How many unvested restricted stock units does the filing show?

The report states 812,837 shares are included as unvested restricted stock units.

Are there other options or derivative holdings disclosed?

Yes. The filing shows a stock option at $0.92 covering 100,000 shares with a vesting tranche, and a fully vested option at $0.846 covering 120,826 shares.

Did the filing indicate whether the option was fully exercisable?

The filing specifies the option was vested and exercisable as to 967,407 shares with the remaining 31,277 shares vesting on 08/20/2025.