Form 4: D-Wave Legal Chief Sells Shares for Tax Obligations

D-Wave Quantum's EVP, Chief Legal Officer & GC, Diane Nguyen, sold 20,827 shares of common stock to cover tax withholding obligations related to vested restricted stock units.

Summary

• Diane Nguyen, EVP, Chief Legal Officer & GC of D-Wave Quantum Inc. (QBTS), reported a sale of common stock.
• On October 14, 2025, 20,827 shares of Common Stock were sold.
• The weighted average sale price was $43.7434 per share, with individual sales ranging from $43.65 to $44.06.
• This sale was a 'sell to cover' transaction to satisfy statutory tax withholding obligations upon the vesting of restricted stock units, and it does not represent a discretionary trade.
• Following the transaction, Diane Nguyen beneficially owns 588,845 shares of Common Stock, which includes 230,863 unvested restricted stock units.

Sentiment

Score: 6

Explanation: The transaction is a non-discretionary 'sell to cover' for tax purposes, which is a neutral event. The underlying RSU vesting is a positive for the executive, and the sale occurred at a relatively high price point.

Positives

• Vesting of restricted stock units indicates continued compensation and retention of a key executive.
• The sale occurred at a relatively high price point, with a weighted average of $43.7434 per share.

Negatives

• A reduction in direct beneficial ownership by a key executive, even if non-discretionary, could be perceived negatively by some investors.

Risks

• Potential for misinterpretation by investors who might view the sale as a discretionary action rather than a tax-mandated transaction.

Future Outlook

NA

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

NA

Stakeholder Impact

• Shareholders: Minor dilution from the sale, but the non-discretionary nature mitigates concerns about insider sentiment.
• Employees: Standard executive compensation practices are being followed.

Key Dates

Recommendation

The transaction is a routine 'sell to cover' for tax obligations related to RSU vesting, not a discretionary sale indicating a change in management's outlook on the company. Therefore, it does not provide new information that would fundamentally alter an investment thesis.

Keywords

D-Wave Quantum, QBTS, Diane Nguyen, Form 4, insider transaction, stock sale, restricted stock units, RSU, tax withholding, beneficial ownership