Form 4: D-Wave Legal Chief Sells Shares

D-Wave Quantum Inc.'s EVP, Chief Legal Officer & GC, Diane Nguyen, reported the sale of 22,803 shares of common stock, including a pre-planned sale and a tax-related 'sell to cover' transaction.

Summary

• Diane Nguyen, EVP, Chief Legal Officer & GC of D-Wave Quantum Inc. (QBTS), reported transactions involving the company's common stock.
• On November 13, 2025, Nguyen sold 20,000 shares of Common Stock at a weighted average price of $23.6641 per share. This sale was executed under a Rule 10b5-1 trading plan adopted on August 14, 2025.
• Additionally, on the same date, Nguyen sold 2,803 shares of Common Stock at a weighted average price of $23.1744 per share. This transaction was a "sell to cover" to satisfy statutory tax withholding obligations related to the vesting of restricted stock units and does not represent a discretionary trade.
• Following these transactions, Nguyen beneficially owns 566,042 shares of D-Wave Quantum Inc. Common Stock, which includes 224,613 shares of unvested restricted stock units.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While there's a sale of shares by an executive, a significant portion is for tax purposes, and the discretionary portion was pre-planned under a 10b5-1 plan, which mitigates negative sentiment often associated with insider sales.

Positives

• The sale of 20,000 shares was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned transaction rather than an immediate reaction to market conditions.
• The "sell to cover" transaction for 2,803 shares is a non-discretionary event to meet tax obligations, which is a standard practice for equity compensation.

Negatives

• A discretionary sale of 20,000 shares by a key executive, even if pre-planned, represents a reduction in direct ownership.

Future Outlook

NA

Management Comments

• "The sale of 20,000 shares of Common Stock reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2025."
• "The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $23.00 to $25.26, inclusive."
• "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

NA

Corporate Governance

Stakeholder Impact

• Shareholders: Minor impact. The sale by an executive is relatively small compared to the company's overall market capitalization and float. The pre-planned nature and tax-related portion reduce concerns about executive confidence.

Key Dates

Keywords

D-Wave Quantum Inc., QBTS, Diane Nguyen, Insider Trading, Form 4, Stock Sale, Executive Compensation, Rule 10b5-1, Restricted Stock Units, Sell to Cover, Quantum Computing