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

D-Wave Quantum Inc.'s CFO, John M. Markovich, sold 11,562 shares of common stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• John M. Markovich, Chief Financial Officer of D-Wave Quantum Inc. (QBTS), reported a transaction on December 15, 2025.
• He sold 11,562 shares of Common Stock at a weighted average price of $23.8944 per share.
• The sale was a 'sell to cover' transaction, mandated by the Issuer's equity incentive plans to satisfy statutory tax withholding obligations in connection with the vesting of restricted stock units.
• This transaction does not represent a discretionary trade by Mr. Markovich.
• Following the transaction, Mr. Markovich beneficially owns 1,471,312 shares, which includes 518,417 shares of unvested restricted stock units.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's a sale, it's a mandated 'sell to cover' for tax purposes, not a discretionary sale indicating a lack of confidence. The CFO still retains substantial ownership, aligning interests with shareholders.

Positives

• The sale was non-discretionary, indicating it was not a reflection of management's lack of confidence in the company.
• The CFO retains a substantial beneficial ownership of 1,471,312 shares, including unvested restricted stock units, aligning his interests with shareholders.

Negatives

• A reduction in direct insider ownership, even if mandated, slightly decreases the total shares held by a key executive.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future 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 insider transaction is a routine event related to executive compensation and tax obligations, and does not inherently reflect broader industry trends or competitive positioning.

Comparison to Industry Standards

• The 'sell to cover' mechanism for tax withholding on restricted stock unit vesting is a standard practice across many publicly traded companies, particularly in the technology and growth sectors, to manage executive equity compensation efficiently.
• This type of transaction is common for executives at companies like Microsoft, Apple, or Google when their equity awards vest, and is generally not viewed as a discretionary sale reflecting a change in sentiment.

Stakeholder Impact

• Shareholders: Minimal impact as the sale is non-discretionary and routine for tax purposes, not signaling a change in executive confidence. The CFO maintains significant equity holdings.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

The transaction is a routine, non-discretionary 'sell to cover' to satisfy tax obligations related to restricted stock unit vesting. It does not provide new information that would warrant a change in investment recommendation. The CFO retains substantial beneficial ownership, which is a positive for alignment with shareholder interests.

Keywords

D-Wave Quantum, QBTS, Form 4, insider transaction, stock sale, CFO, restricted stock units, tax withholding