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

D-Wave Quantum Inc.'s CFO, John M. Markovich, sold 9,179 shares of common stock to cover statutory tax withholding obligations related to restricted stock unit vesting.

Summary

• John M. Markovich, Chief Financial Officer of D-Wave Quantum Inc. (QBTS), reported a sale of common stock.
• On January 14, 2026, 9,179 shares of Common Stock were sold.
• The shares were sold at a weighted average price of $28.0623, with individual sales ranging from $27.68 to $28.37.
• This transaction was a "sell to cover" to satisfy statutory tax withholding obligations upon the vesting of restricted stock units.
• The sale was mandated by the Issuer's equity incentive plans and was not a discretionary trade by Mr. Markovich.
• Following the transaction, Mr. Markovich beneficially owns 1,462,133 shares, including 496,542 unvested restricted stock units.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary 'sell to cover' for tax purposes related to RSU vesting. It is a neutral event and does not indicate positive or negative sentiment regarding the company's performance or outlook.

Positives

• The transaction was non-discretionary, indicating it was not a voluntary sale driven by a negative outlook on the company.
• The sale was executed to cover tax obligations arising from the vesting of restricted stock units, a common and expected event for executive compensation.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance.

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 is a routine insider transaction (sell-to-cover) for tax purposes, common across all industries for executives receiving equity compensation. It does not reflect broader industry trends or competitive positioning.

Comparison to Industry Standards

• "Sell-to-cover" transactions are standard practice for executives in publicly traded companies across various sectors (e.g., technology, biotech, finance) when restricted stock units or options vest, to meet tax liabilities without requiring personal cash outlays.
• The use of a Rule 10b5-1 plan for such transactions is also a common corporate governance practice, providing an affirmative defense against insider trading allegations by pre-scheduling trades.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a non-discretionary tax-related sale, not a voluntary divestment. The number of shares sold is a small fraction of the total outstanding shares.
• Employees: No direct impact.
• Customers/Suppliers/Creditors: No direct impact.

Key Dates

Recommendation

This Form 4 filing reports a routine, non-discretionary "sell to cover" transaction by the CFO to satisfy tax obligations upon RSU vesting. Such transactions are common and do not reflect a change in the executive's outlook on the company's fundamentals or future prospects. Therefore, it provides no new information that would warrant a change in investment recommendation. The stock should be held based on existing fundamental analysis, not this specific filing.

Keywords

D-Wave Quantum Inc., QBTS, John M. Markovich, CFO, Form 4, Insider Trading, Stock Sale, Restricted Stock Units, Tax Withholding, Sell to Cover, 10b5-1 plan