Form 4: D-Wave Legal Officer Sells Shares in Planned Transactions

D-Wave Quantum Inc.'s EVP, Chief Legal Officer & GC, Diane Nguyen, reported sales of common stock totaling 24,519 shares, including a Rule 10b5-1 plan sale and a tax-related 'sell to cover' transaction.

Summary

• Diane Nguyen, EVP, Chief Legal Officer & GC of D-Wave Quantum Inc. (QBTS), reported two sales of common stock.
• On January 13, 2026, 20,000 shares were sold at a weighted average price of $28.8579, pursuant to a Rule 10b5-1 trading plan adopted on August 14, 2025.
• On January 14, 2026, an additional 4,519 shares were sold at a weighted average price of $28.0623. This was a 'sell to cover' transaction to satisfy statutory tax withholding obligations related to restricted stock unit vesting and was not a discretionary trade.
• Following these transactions, Nguyen beneficially owns 539,589 shares of D-Wave Quantum Inc. common stock.
• The beneficially owned shares include 207,921 unvested restricted stock units and 799 shares acquired under the Employee Stock Purchase Plan (ESPP) for the period of June 1, 2025, to November 30, 2025, purchased at 85% of the May 30, 2025 closing price.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including a pre-planned sale and a tax-related 'sell to cover' transaction, which are common and do not inherently indicate positive or negative sentiment about the company's future.

Positives

• The acquisition of 799 shares under the Employee Stock Purchase Plan (ESPP) demonstrates continued employee participation and investment in the company.

Negatives

• The sale of 20,000 shares, even if pre-planned under a Rule 10b5-1 plan, represents a reduction in direct ownership by a key executive.

Future Outlook

This filing is a report of past insider transactions and does not contain forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This Form 4 filing reports routine insider stock transactions and does not provide information relevant to broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: The reported sales are routine insider transactions, with one being pre-planned under a Rule 10b5-1 plan and the other a non-discretionary 'sell to cover' for tax obligations. These are generally not expected to have a significant impact on shareholder sentiment.
• Employees: The acquisition of shares through the Employee Stock Purchase Plan (ESPP) indicates continued employee participation in the company's equity programs.

Key Dates

Keywords

D-Wave Quantum, QBTS, Form 4, insider trading, stock sale, Diane Nguyen, Rule 10b5-1, restricted stock units, ESPP