=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-01-13
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: D-Wave Quantum Inc. (QBTS)
CIK: 0001907982
--- Reporting Owner ---
Name: Nguyen Diane
CIK: 0001974777
Role: Officer (EVP, Chief Legal Officer & GC)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock, par value $0.0001 per share ("Common Stock")
Date: 2026-01-13 | Code: S (Open market sale)
Shares: -20,000 | Price: $28.86
Total Value: $577,158.00
Shares Owned After: 544,108 | Ownership: D (Direct)
Footnotes:
[F1] The reported sale of 20,000 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2025.
[F2] The sales price reported is the weighted average sale price for the number of shares of Common Stock sold. These shares were sold in multiple transactions at prices ranging from $27.90 to $29.54, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
[F3] Includes (i) 207,921 shares of unvested restricted stock units, and (ii) 799 shares of Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of the Issuer for the purchase period of June 1, 2025 to November 30, 2025. In accordance with the ESPP, such 799 shares of Common Stock were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on May 30, 2025.
[Transaction #2]
Security: Common Stock, par value $0.0001 per share ("Common Stock")
Date: 2026-01-14 | Code: S (Open market sale)
Shares: -4,519 | Price: $28.06
Total Value: $126,813.53
Shares Owned After: 539,589 | Ownership: D (Direct)
Footnotes:
[F4] 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.
[F5] The sales price reported is the weighted average sale price for the number of shares of Common Stock sold. These shares were sold in multiple transactions at prices ranging from $27.68 to $28.37, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
[F3] Includes (i) 207,921 shares of unvested restricted stock units, and (ii) 799 shares of Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of the Issuer for the purchase period of June 1, 2025 to November 30, 2025. In accordance with the ESPP, such 799 shares of Common Stock were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on May 30, 2025.
--- Footnotes (Complete Index) ---
F1: The reported sale of 20,000 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2025.
F2: The sales price reported is the weighted average sale price for the number of shares of Common Stock sold. These shares were sold in multiple transactions at prices ranging from $27.90 to $29.54, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
F3: Includes (i) 207,921 shares of unvested restricted stock units, and (ii) 799 shares of Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of the Issuer for the purchase period of June 1, 2025 to November 30, 2025. In accordance with the ESPP, such 799 shares of Common Stock were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on May 30, 2025.
F4: 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.
F5: The sales price reported is the weighted average sale price for the number of shares of Common Stock sold. These shares were sold in multiple transactions at prices ranging from $27.68 to $28.37, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
--- Signature ---
/s/ /s/ Diane Nguyen (2026-01-15)
