D-Wave exec has 4,066 shares withheld for taxes

D-Wave Quantum Inc. executive Diane Nguyen, EVP, Chief Legal Officer & GC, reported a routine tax-related share disposition.

Rhea-AI Filing Summary

D-Wave Quantum Inc. executive Diane Nguyen, EVP, Chief Legal Officer & GC, reported a routine tax-related share disposition. On April 13, 2026, 4,066 shares of Common Stock were withheld by the company at $14.25 per share to satisfy tax obligations tied to vesting restricted stock units.

After this withholding, Nguyen directly holds 559,608 shares of Common Stock, which includes 213,046 shares of unvested restricted stock units. The transaction reflects tax withholding, not an open-market sale.

Insider Trade Summary

Exercise Price or Tax Liability: 4,066 shares

Exercise Price or Tax Liability 1 txn

Insider Nguyen Diane

Role EVP, Chief Legal Officer & GC

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, par value $0.0001 per share ("Common Stock")	4,066	$14.25	$58K

Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 559,608 shares (Direct)

Footnotes (2)

1. F1. Represents shares of Common Stock withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of restricted stock units.
2. F2. Includes 213,046 shares of unvested restricted stock units.

Key Figures

Shares withheld for taxes: 4,066 shares Withholding price per share: $14.25 per share Shares held after transaction: 559,608 shares +1 more

4 metrics

Shares withheld for taxes 4,066 shares Withheld on April 13, 2026 to satisfy tax obligations

Withholding price per share $14.25 per share Value used for tax-withholding disposition

Shares held after transaction 559,608 shares Direct Common Stock ownership following withholding

Unvested restricted stock units 213,046 shares Included within post-transaction holdings as unvested RSUs

Key Terms

restricted stock units, tax withholding requirements, Common Stock, tax-withholding disposition

4 terms

restricted stock units financial

"in connection with the vesting of 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.

tax withholding requirements financial

"withheld by the Issuer to satisfy tax withholding requirements"

Common Stock financial

"Represents shares of Common Stock withheld by the Issuer"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Diane Nguyen reported a tax-related share disposition. The company withheld 4,066 shares of Common Stock at $14.25 per share to cover tax obligations from vesting restricted stock units, rather than reflecting an open-market sale of shares.

How many D-Wave Quantum (QBTS) shares were withheld for taxes in this Form 4?

The company withheld 4,066 shares of Common Stock. These shares were retained by the issuer to satisfy tax withholding requirements associated with the vesting of restricted stock units granted to executive Diane Nguyen under her equity compensation.

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

Following the tax withholding, Diane Nguyen directly holds 559,608 shares of Common Stock. This figure includes 213,046 shares represented by unvested restricted stock units that remain subject to vesting conditions under the company’s equity plans.

Was there an open-market sale of D-Wave Quantum (QBTS) shares in this Form 4?

No open-market sale occurred in this filing. The reported disposition reflects shares of Common Stock withheld by the issuer to cover tax liabilities from vesting restricted stock units, a standard administrative step rather than a discretionary sale.

What does the F transaction code mean in the D-Wave Quantum (QBTS) Form 4?

The F code indicates a tax-withholding disposition. It shows that shares were delivered back to the issuer to pay exercise price or tax liabilities, here specifically to satisfy tax withholding on vesting restricted stock units awarded to executive Diane Nguyen.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 05:05 PM EDT Learn about SEC filing dates

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 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)
04/13/2026

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")	04/13/2026		F		4,066(1)	D	$14.25	559,608(2)	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 shares of Common Stock withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of restricted stock units.

2. Includes 213,046 shares of unvested restricted stock units.

Remarks:

	/s/ Diane Nguyen	04/15/2026
	** 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)