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

D-Wave Quantum Inc.'s President & CEO, Alan E. Baratz, sold 35,013 shares of common stock on January 14, 2026, to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Alan E. Baratz, President & CEO and Director of D-Wave Quantum Inc. (QBTS), reported a transaction on January 14, 2026.
• The transaction involved the sale of 35,013 shares of Common Stock, par value $0.0001 per share.
• The shares were sold at a weighted average price of $28.0623 per share, with individual sales ranging from $27.68 to $28.37.
• This sale was a 'sell to cover' transaction, mandated by the Issuer's equity incentive plans to satisfy statutory tax withholding obligations upon the vesting of restricted stock units.
• The transaction was not a discretionary trade by Mr. Baratz.
• Following the reported transaction, Mr. Baratz beneficially owns 2,598,150 shares of Common Stock, which includes 649,244 shares of unvested restricted stock units.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged sale plan.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's a sale by a CEO, the explicit explanation that it's a non-discretionary 'sell to cover' for tax obligations related to RSU vesting mitigates any negative interpretation. It reflects a standard compensation event rather than a change in management's confidence.

Positives

• The sale was non-discretionary, specifically for covering statutory tax withholding obligations related to the vesting of restricted stock units, which is a common and expected event for executive compensation.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-scheduled and transparent approach to insider stock sales.

Negatives

• While non-discretionary, any sale of shares by a CEO, even for tax purposes, can sometimes be misinterpreted by the market as a lack of confidence, though the explicit explanation mitigates this concern.

Future Outlook

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

Management Comments

• The sale 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 Form 4 filing details a company-specific insider transaction and does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: The impact is minimal as it's a non-discretionary sale for tax purposes, not a signal of management's view on the stock's future. The transparency of the 10b5-1 plan is positive.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary 'sell to cover' transaction by the CEO to satisfy tax obligations from RSU vesting. Such transactions are common and do not typically reflect a change in the company's fundamental outlook or management's confidence. Therefore, based solely on this filing, a seasoned investor would likely maintain their current position (hold) as there is no new information to warrant a change in investment strategy.

Keywords

D-Wave Quantum, QBTS, Alan Baratz, Form 4, Insider Transaction, Stock Sale, CEO, Restricted Stock Units, RSU, Tax Withholding, Equity Incentive Plan, Rule 10b5-1