Nguyen Diane 4

4 · D-Wave Quantum Inc. · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

D-Wave (QBTS) EVP Diane Nguyen Sells 1,451 Shares

What Happened

Diane Nguyen, Executive Vice President, Chief Legal Officer and General Counsel of D-Wave Quantum (QBTS), sold 1,451 shares of common stock on 2026-02-13. The weighted average sale price was $19.76 per share, for proceeds of approximately $28,671. The filing reports the sale was a "sell-to-cover" to satisfy statutory tax withholding on vested restricted stock units, not a discretionary sale.

Key Details

Transaction date: February 13, 2026. Filing date: February 17, 2026 (appears to be filed after the typical two-business-day Form 4 deadline).
Price: weighted average $19.76; sales executed in multiple transactions at prices ranging $19.745 to $19.7701 (per filing).
Shares sold: 1,451 (code S — sale). Reported proceeds: $28,671.
Shares owned after transaction: Not specified in the Form 4; filing notes inclusion of 201,671 unvested restricted stock units in reported ownership figures.
Footnotes: F1 clarifies the sale was mandatory to cover tax withholding for vested RSUs; F2 explains the weighted-average price and per-lot range; F3 notes 201,671 unvested RSUs included in ownership.

Context

Sell-to-cover transactions are routine when RSUs vest and are generally done solely to satisfy tax withholding obligations; they do not necessarily signal the insider's view on the company's stock. Purchases or open-market buys are typically more informative about insider sentiment. The apparent late filing could be a compliance oversight and does not change the nature of the transaction.

Form 4

Period: 2026-02-13

EVP, Chief Legal Officer & GC

Transactions

Sale
Common Stock, par value $0.0001 per share ("Common Stock")
[F1][F2][F3]
2026-02-13$19.76/sh−1,451$28,671→ 538,138 total

Footnotes (3)

[F1]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.
[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 $19.745 to $19.7701, 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 201,671 shares of unvested restricted stock units.

Signature

/s/ Diane Nguyen|2026-02-17

1 file