Was the D-Wave Quantum (QBTS) CFO’s share sale a discretionary trade?

The Form 4 footnotes specify the sale did not represent a discretionary trade by the CFO. Instead, it resulted from the issuer’s election under its equity incentive plans to satisfy statutory tax withholding obligations through a mandatory “sell to cover” transaction when restricted stock units vest.

D-Wave Quantum (NYSE: QBTS) CFO in tax-driven share sale

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

D-Wave Quantum Inc. Chief Financial Officer John M. Markovich reported a mandated sale of 10,706 shares of Common Stock on March 13, 2026 at a weighted average price of $17.6278 per share. The transaction was an open-market sale used to cover statutory tax withholding obligations from vesting restricted stock units under the company’s equity incentive plans, and the filing states it did not represent a discretionary trade by the executive. After this tax-related sale, Markovich directly holds 1,451,427 shares of Common Stock, which include 469,645 shares underlying unvested restricted stock units.

Insider Trade Summary

Net Seller: 10,706 shares ($188,723)

Net Sell 1 txn

Insider Markovich John M.

Role Chief Financial Officer

Sold 10,706 shs ($189K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.0001 per share ("Common Stock")	10,706	$17.6278	$189K

Holdings After Transaction: Common Stock, par value $0.0001 per share ("Common Stock") — 1,451,427 shares (Direct)

Footnotes (1)

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. 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 $17.60 to $17.66, 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. Includes 469,645 shares of unvested restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

03/17/2026 - 05:27 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Markovich John M.

(Last)

(First)

(Middle)

2650 EAST BAYSHORE ROAD

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
D-Wave Quantum Inc. [ QBTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share ("Common Stock")	03/13/2026		S		10,706⁽¹⁾	D	$17.6278⁽²⁾	1,451,427⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. 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 $17.60 to $17.66, 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.

3. Includes 469,645 shares of unvested restricted stock units.

Remarks:

	/s/ John M. Markovich	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did D-Wave Quantum (QBTS) report for its CFO?

D-Wave Quantum reported that CFO John M. Markovich sold 10,706 shares of Common Stock. The transaction was disclosed on a Form 4 and tied to tax withholding for vesting restricted stock units under the company’s equity incentive plans, rather than a discretionary share sale.

How many D-Wave Quantum (QBTS) shares did the CFO sell and at what price?

The CFO sold 10,706 shares of D-Wave Quantum Common Stock at a weighted average price of $17.6278 per share. Footnotes explain the shares were sold in multiple transactions, with individual prices ranging between $17.60 and $17.66, to satisfy statutory tax withholding obligations.

Why did the D-Wave Quantum (QBTS) CFO sell 10,706 shares?

The sale of 10,706 shares was executed to cover statutory tax withholding obligations triggered by the vesting of restricted stock units. The company’s equity incentive plans mandate a “sell to cover” structure, so this transaction is characterized as non-discretionary for the reporting executive.

How many D-Wave Quantum (QBTS) shares does the CFO hold after this transaction?

After the tax-related sale, CFO John M. Markovich directly holds 1,451,427 shares of D-Wave Quantum Common Stock. This total includes both already vested shares and 469,645 shares underlying unvested restricted stock units, as detailed in the Form 4 footnotes describing his ongoing equity position.

What restricted stock unit (RSU) holdings are disclosed for the D-Wave Quantum (QBTS) CFO?

The filing states that the CFO’s reported holdings include 469,645 shares underlying unvested restricted stock units. These RSUs are part of his equity compensation and contributed to the tax obligation that was satisfied through the 10,706-share sell-to-cover transaction disclosed in the Form 4.