Form 4: D-Wave CEO Sells Shares for Tax Obligations

D-Wave Quantum Inc.'s President and CEO, Alan E. Baratz, sold 168,102 shares of common stock to cover statutory tax withholding obligations related to restricted stock unit vesting.

Summary

• Alan E. Baratz, President & CEO and Director of D-Wave Quantum Inc. (QBTS), sold 168,102 shares of common stock.
• The sale occurred on November 13, 2025, at a weighted average price of $23.1744 per share, with individual sales ranging from $23.00 to $23.435.
• The transaction was a 'sell to cover' to satisfy statutory tax withholding obligations in connection with the vesting of restricted stock units.
• This sale was mandated by the Issuer's election under its equity incentive plans and does not represent a discretionary trade by Mr. Baratz.
• Following the transaction, Mr. Baratz beneficially owns 2,633,163 shares of common stock, which includes 735,087 shares of unvested restricted stock units.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary 'sell to cover' for tax purposes, which is a neutral event. It does not reflect a change in management's discretionary view of the company's prospects.

Positives

• The sale was non-discretionary, indicating it was not a voluntary decision by the CEO to reduce his stake in the company.
• The transaction is a routine event associated with equity compensation vesting, reflecting the ongoing compensation structure for executives.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• 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.

Industry Context

This transaction is a routine 'sell to cover' event common across publicly traded companies where executives receive equity compensation. It reflects standard practice for managing tax obligations upon the vesting of restricted stock units and does not indicate any specific industry trends or competitive positioning.

Comparison to Industry Standards

• The 'sell to cover' mechanism for statutory tax withholding is a widely adopted practice in executive compensation plans across various industries, including technology and quantum computing.
• Companies like IBM, Google, and Microsoft frequently utilize similar mechanisms for their executives' equity awards.
• This transaction aligns with typical corporate governance and compensation practices for managing tax liabilities associated with vested equity.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a non-discretionary tax sale, not a voluntary reduction in stake. The shares sold represent a small fraction of the company's total outstanding shares.
• Employees: No direct impact indicated.
• Customers: No direct impact indicated.
• Suppliers: No direct impact indicated.
• Creditors: No direct impact indicated.

Key Dates

Recommendation

This Form 4 filing reports a routine, non-discretionary 'sell to cover' transaction by the CEO to satisfy tax obligations related to restricted stock unit vesting. Such transactions are standard practice and do not typically signal a change in management's confidence or the company's fundamental prospects. Therefore, it provides no new information that would warrant a change from a 'hold' recommendation based solely on this filing.

Keywords

D-Wave Quantum, QBTS, Alan Baratz, Form 4, Insider Transaction, Stock Sale, Restricted Stock Units, Tax Withholding, Sell to Cover, Executive Compensation