D-Wave Quantum Inc. filings document the regulatory record for a public quantum computing company that develops annealing and gate-model systems, software and services. The company’s Form 8-K disclosures include operating results, financial-condition updates, investor presentations, Regulation FD announcements, customer and collaboration developments, user conferences and product or technical updates.
Proxy and governance filings cover board matters, executive compensation, equity awards and shareholder voting items. Other material-event filings describe compensation arrangements, the company’s equity incentive plan, subsidiary agreements and formal disclosures tied to its commercial quantum computing business.
D-Wave Quantum Inc. has filed an automatic shelf registration statement on Form S-3, allowing it to offer from time to time a broad range of securities, including common stock, preferred stock, debt securities, warrants and units. The filing also permits certain selling stockholders to offer and sell shares of common stock using prospectus supplements. Specific terms, amounts, prices and use of proceeds for each issuance will be described in future supplements, while the company notes that it will retain broad discretion to use any primary offering proceeds for business expansion, general corporate purposes and potential acquisitions.
The prospectus highlights D-Wave’s position as a dual-platform quantum computing company, following completion of its acquisition of Quantum Circuits Inc., and describes its focus on annealing and gate-model quantum systems, cloud-based access and quantum-AI applications.
D-Wave Quantum Inc. completed its previously announced acquisition of Quantum Circuits, Inc., gaining all of its issued and outstanding equity. The deal consideration at closing consisted of 10,430,444 shares of D-Wave common stock plus $250,000,000 in cash, subject to net debt and other adjustments under the merger agreement.
In connection with issuing the stock portion of the consideration, D-WWave and the former Quantum Circuits securityholders entered into a Registration Rights Agreement granting registration rights for the stock consideration. D-Wave highlights risks that integration challenges, higher-than-expected costs, or failure to realize synergies between annealing and gate-model quantum computing could hurt its business and share price. The company also reiterates forward-looking plans, including its dual-platform roadmap and an intention to make an initial gate-model system available in 2026.
D-Wave Quantum Inc.'s EVP, Chief Legal Officer & GC, Diane Nguyen, reported two sales of common stock. On January 13, 2026, she sold 20,000 shares at a weighted average price of $28.8579 per share, executed automatically under a Rule 10b5-1 trading plan adopted on August 14, 2025. On January 14, 2026, she sold 4,519 shares at a weighted average price of $28.0623 per share to cover statutory tax withholding on vesting restricted stock units, under a mandated “sell to cover” arrangement.
Following these transactions, Nguyen beneficially owns 539,589 shares of common stock, which includes 207,921 unvested restricted stock units and 799 shares acquired through the company’s employee stock purchase plan for the June 1, 2025 to November 30, 2025 purchase period.
D-Wave Quantum Inc. (QBTS) Chief Financial Officer John M. Markovich reported an automatic sale of 9,179 shares of common stock on January 14, 2026. The shares were sold at a weighted average price of $28.0623 per share in multiple trades within a price range of $27.68 to $28.37.
The filing explains that this was a mandatory “sell to cover” transaction to satisfy statutory tax withholding obligations triggered by the vesting of restricted stock units, and it did not represent a discretionary trade by the CFO. After this tax-related sale, Markovich beneficially owned 1,462,133 shares of common stock, which includes 496,542 unvested restricted stock units.
D-Wave Quantum Inc. President & CEO Alan E. Baratz reported a tax-related share sale. On 01/14/2026, he sold 35,013 shares of D-Wave Quantum Inc. Common Stock at a weighted average price of $28.0623 per share. According to the disclosure, these shares were sold solely to cover statutory tax withholding obligations arising from the vesting of restricted stock units, under a mandatory “sell to cover” election in the company’s equity incentive plans, and do not represent a discretionary trade by him.
Following this transaction, Baratz beneficially owned 2,598,150 shares of Common Stock, which includes 649,244 shares underlying unvested restricted stock units.
D-Wave Quantum Inc. insider Alan Baratz has filed a notice of proposed sales of common stock under Rule 144. The filing covers the planned sale of 35,013 common shares through J.P. Morgan Securities LLC, with an aggregate market value of 982,545.8. These shares are expected to be sold on or about 01/14/2026 on the NYSE, with 342,200,000 shares outstanding noted for context.
The shares to be sold were acquired on 01/13/2026 through the vesting of 85,843 restricted stock units from D-Wave Quantum Inc. as consideration for services rendered, with payment recorded on the same date. The filing also lists prior sales over the past three months by Alan Baratz, including blocks of 31,369, 806,288, 168,102, and 793,712 common shares, with gross proceeds such as 1,372,187, 23,276,393, 3,895,664, and 23,913,142.
Diane Nguyen, associated with D-Wave Quantum Inc., filed a notice of proposed sale of 4,519 shares of common stock through J.P. Morgan Securities LLC on the NYSE. These shares are part of D-Wave Quantum Inc.’s common stock, which had 342,200,000 shares outstanding at the time referenced. Nguyen acquired 10,335 common shares on 01/13/2026 through the vesting of restricted stock units in exchange for services rendered. Over the past three months, she has reported multiple sales of D-Wave Quantum common shares, each with disclosed share counts and gross proceeds.
D-Wave Quantum Inc. insider John Markovich filed a notice to sell 9179 shares of Class A common stock through J.P. Morgan Securities LLC on or about 01/14/2026 on the NYSE, with an aggregate market value of 257583.98. The filing notes 342200000 shares of this class outstanding.
The securities to be sold were acquired on 01/13/2026 via a stock option exercise from D-Wave Quantum Inc. in the amount of 21875 common shares as consideration for services rendered. Over the past three months, Markovich has reported several sales of the issuer’s common stock, including 200000 shares on 11/20/2025 for gross proceeds of 4588008 and 100000 shares on 12/22/2025 for gross proceeds of 3002624.
D-Wave Quantum Inc. filed a current report describing a press conference it hosted on January 7, 2026 about its previously announced agreement to acquire all of the issued and outstanding equity of Quantum Circuits, Inc. The company used an investor presentation for this event, which is provided as Exhibit 99.1 and incorporated by reference.
The disclosure is made under Regulation FD, meaning it is intended to share the same information with the wider market that was discussed at the press conference. The company notes that the presentation and related materials are being furnished rather than filed, which limits how they are treated for certain securities law liability and incorporation-by-reference purposes.
D-Wave Quantum Inc. entered into a definitive Agreement and Plan of Merger to acquire all of the equity of Quantum Circuits, Inc.. The deal values the transaction at $550,000,000, consisting of Common Stock with a value of $300,000,000 plus $250,000,000 in cash, subject to net debt and other adjustments. The number of D-Wave shares to be issued will be based on a 10-day volume-weighted average price, with a collar between $22.30 and $39.03 per share.
Unvested Quantum Circuits stock options will be assumed and converted into D-Wave options, while vested options and warrants will be cancelled for a pro rata share of the consideration. Closing is subject to customary conditions, including Hart-Scott-Rodino clearance, absence of certain adverse events, accuracy of representations, and NYSE authorization of the new shares, and the transaction can be terminated if not closed by April 6, 2026.
D-Wave will issue the stock portion of the consideration in unregistered transactions relying on exemptions including Section 4(a)(2), Regulation D and Regulation S. Key employees will be subject to lock-up agreements restricting transfers of 50% of their D-Wave stock for up to five years, with potential accelerated release based on continued employment or certain termination events.