Form 4: D-Wave CFO Sells Shares After Option Exercises

D-Wave Quantum Inc.'s CFO, John M. Markovich, reported sales of common stock totaling 150,000 shares following the exercise of stock options under a pre-arranged plan.

Summary

• John M. Markovich, Chief Financial Officer of D-Wave Quantum Inc. (QBTS), reported multiple transactions involving the company's common stock between September 10, 2025, and September 12, 2025.
• Markovich exercised stock options to acquire a total of 150,000 shares at an exercise price of $0.92 per share.
• Concurrently, he sold a total of 150,000 shares of common stock in open market transactions.
• The sales were executed at prices of $16.30 per share for 100,000 shares and $17.50 per share for 50,000 shares.
• These transactions were conducted under a Rule 10b5-1 pre-arranged trading plan.
• Following these transactions, Markovich beneficially owns 1,599,511 shares of common stock, which includes 812,837 unvested restricted stock units.
• He also holds 707,926 stock options exercisable at $0.92 and 120,826 stock options exercisable at $0.846.

Sentiment

Score: 6

Explanation: The transactions are routine for an executive realizing value from compensation through pre-planned option exercises and sales. The significant spread between exercise and sale prices is positive for the executive, and the 10b5-1 plan mitigates any negative interpretation of the sales.

Positives

• The CFO exercised stock options at a significantly lower price ($0.92 per share) compared to the market sale prices ($16.30 and $17.50 per share), indicating a substantial gain on the exercised options.
• The transactions were conducted under a Rule 10b5-1 plan, suggesting pre-scheduled, non-discretionary sales rather than a reaction to new, negative information.

Negatives

• The sale of 150,000 shares by a key executive, even if pre-planned, represents a reduction in direct ownership, which some investors might interpret as a lack of conviction, although this is mitigated by the 10b5-1 plan.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may view the CFO's sale of shares as a reduction in insider conviction, though the pre-arranged nature of the sales under a 10b5-1 plan typically lessens this concern.
• The transactions demonstrate the realization of value from executive compensation, which is a standard practice for company executives.

Key Dates

Recommendation

These transactions represent routine executive compensation realization under a pre-arranged 10b5-1 plan, not a discretionary sale based on new material information. While the sale reduces the CFO's direct share count, the underlying option exercises demonstrate value realization. The filing does not provide new fundamental information to alter a long-term investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

D-Wave Quantum, QBTS, Form 4, Insider Trading, Stock Options, CFO, Share Sale, Beneficial Ownership, 10b5-1 Plan