Nguyen Diane 4

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.