D-Wave Quantum Inc.

Notes to Condensed Consolidated Financial Statements

1. DESCRIPTION OF BUSINESS

D-Wave Quantum Inc. ("D-Wave" or the “Company”) was incorporated as a corporation organized and existing under the General Corporation Law of the State of Delaware on January 24, 2022. The Company was formed for the purpose of effecting a merger between DPCM Capital, Inc. (“DPCM”), D-Wave Systems Inc. (“D-Wave Systems”), and certain other affiliated entities through a series of transactions (the “Merger”) pursuant to the definitive agreement entered into on February 7, 2022 (the “Transaction Agreement”). On August 5, 2022, in conjunction with the Merger, DPCM and D-Wave Systems became wholly-owned subsidiaries of, and are operated by, the Company. Upon the completion of the Merger, the Company succeeded to all of the operations of its predecessor, D-Wave Systems.

D-Wave is focused on the development and delivery of quantum computing systems, software, and services. The company was the world’s first commercial supplier of quantum computers, and it is the only company building both annealing and gate-model quantum computers. The company’s superconducting quantum computers provide sub-second response times and can be deployed on-premises or accessed through its Leap TM quantum cloud service, which offers 99.9% availability and uptime. Customers apply D-Wave’s technology to address use cases spanning optimization, artificial intelligence, research and more. The Company's current sixth-generation annealing quantum computing system is named Advantage2 TM.

D-Wave hasthree operating facilities, which it leases, in North America. These facilities are located in Burnaby, British Columbia, Richmond, British Columbia, and Palo Alto, California.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the United States Securities and Exchange Commission ("SEC"). In the opinion of the Company, the unaudited financial information for the interim periods presented reflects all adjustments, which are normal and recurring, necessary for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, and condensed consolidated statements of cash flows. Interim results should not be regarded as indicative of results that may be expected for any other period or the entire year.

The interim condensed consolidated financial statements included herein have been prepared on the same basis as the audited annual consolidated financial statements and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K as of and for the year ended December 31, 2024 filed with the SEC on March 14, 2025.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in thecondensed consolidated financial statements upon consolidation.

Use of estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes as of the date of the condensed consolidated financial statements. The most significant estimates and assumptions are used in determining: (i) inputs used to recognize revenue over time relating to hours estimated to complete the remaining performance obligations, (ii) standalone selling prices, (iii) fair value of financial instruments, and (iv) long term revenue forecasts used in the accounting for the SIF Loan (see below and Note 6 for further information). These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience.

The Company’s accounting estimates and assumptions may change over time in response to risks and uncertainties, including uncertainty in the current economic environment due to inflation, tariffs, changes in interest rates and monetary policy, various geopolitical conflicts, and any evolutions thereof. The change could be material in future periods. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstances that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. Actual results may differ from those estimates or assumptions.

Investment in securities

The Company holds investments in the equity securities of privately held companies, which are valued based on their original cost. Adjustments are made for observable price changes in orderly transactions involving identical or similar securities of the same issuer, as there are no quoted market prices available.

The Company also held an investment in a convertible note (the "Note" or the "Zapata Note") of Zapata Computing, Inc. ("Zapata"). The Company accounted for the Note as a loan receivable pursuant to ASC 310, as the Note did not meet the definition of a security. On April 1, 2024, Zapata stock began trading on the Nasdaq Stock Market and as such became readily convertible to cash. The Company then bifurcated the conversion feature at fair value. See Note 4 - Balance sheet details for additional information concerning the Zapata Note.

Equipment financing

On August 1, 2025, the Company entered into an equipment financing agreement (the "Equipment Financing Agreement"). The agreement provides for a total conditional commitment of $13.8 million, with an initial draw of $0.5 million made upon execution. The remaining commitment is available until February 1, 2027, which may be extended to August 1, 2027 if at least $11.5 million is drawn by that date. See Note 6 - Loans payable, net for additional information concerning the equipment financing.

The Company evaluated the loan commitment, term loan, and associated warrant as separate instruments. No liability is recognized for the loan commitment until amounts are drawn, and term loans are recorded when drawn. The warrant, which is indexed to the Company’s common stock and settled in shares, was recorded in additional paid-in capital at its fair value of $0.3 million, determined using a Black-Scholes option-pricing model. Expected volatility was estimated using a blended approach incorporating implied, historical, and peer volatilities.

Deferred issuance costs related to the Equipment Financing Agreement are recorded as deferred financing costs in other non-current assets, net in the condensed consolidated balance sheets. These deferred issuance costs consist primarily of the 1% commitment fee paid to the lender, the financial institution providing the Equipment Financing Agreement (the "Lender"), at signing, legal and documentation costs, and the fair value of the warrant issued in connection with the facility. These costs were incurred to obtain the overall financing commitment rather than any specific draw and, consistent with ASC 835-30, were initially recorded as deferred issuance costs. As funds are drawn under the facility, a proportionate amount of the deferred issuance costs is reclassified as a debt discount and amortized to interest expense over the term of the related draw using the effective interest method. The remaining unallocated balance continues to be carried as a deferred asset until additional draws occur or the facility expires. Any unamortized deferred issuance costs related to undrawn or canceled portions of the facility will be expensed immediately if the commitment is terminated. See Note 4 - Balance sheet details and Note 6 - Loans payable, netfor additional information.

Sales of future revenues

On November 20, 2020, the Company entered into an agreement with the Canada Strategic Innovation Fund ("SIF"), wherein SIF committed to providing a conditionally repayable loan to the Company in the amount of up to C$40.0 million (the "SIF Loan"). The SIF Loan is conditionally repayable according to a revenue-based formula. See Note 6 - Loans payable, net for additional information concerning the SIF Loan.

The accounting treatment for the SIF Loan considers the "sale of future revenues" guidance promulgated by ASC 470-10-25. The debt arising from the SIF Loan was recorded at face value and will be amortized using the effective interest method, leading to the accrual of interest expenses over the estimated term of the SIF Loan. The amortization schedule is based on projected cash flows derived from the Company's long-term revenue forecast. Subsequent changes in forecasted cash flows will be accounted for under the catch-up method, which entails adjusting the accrued interest portion of the principal balance through earnings to reflect the currently projected effective interest rate. The liability is classified as non-current, as the current forecast indicates that repayments will not commence within the 12 months following the balance sheet date.

As the SIF Loan is originated through a government program, a market rate of interest is not imputed in accordance with the scope limitation provisions of ASC 835.

Fair value of financial instruments

Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•Level 1—Quoted prices in active markets for identical assets or liabilities.

•Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. As of September 30, 2025, all the Private Warrants (as defined below), previously classified as Level 2 fair value measurements, had been converted into Public Warrants (as defined below). No assets or liabilities were classified as Level 3 during the nine months ended September 30, 2025 or 2024.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and indicates the place in the fair value hierarchy of the valuation inputs the Company utilized to determine each such fair value (in thousands):

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.

For periods subsequent to the detachment of the Public Warrants from the units, the close price of the Public Warrants was used as the fair value of the Warrants as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 fair value measurements due to the use of an observable market quote in an active market.

Recent accounting pronouncements issued and adopted

None.

Recent accounting pronouncements not yet adopted

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid. The new guidance will first be effective in our annual disclosures for the year ending December 31, 2025, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted. We are in the process of assessing the impact of ASU 2023-09 on our disclosures.

Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Capitalized Internal-Use Software Costs

In September 2025, the FASB issued ASU 2025-06, Accounting for Internal-Use Software Costs (Subtopic 350-40): Clarifying the Application of Capitalization Guidance, which amends the guidance on capitalizing costs related to internal-use software. ASU 2025-06 requires public entities to apply the disclosure requirements in ASC 360-10, Property, Plant, and Equipment, to capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The update is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06.

Climate Disclosures

In March 2024, the SEC adopted new climate disclosure rules requiring public companies to report on material climate-related risks, greenhouse gas emissions (Scopes 1 and 2), climate-related targets, and the financial impacts of severe weather events. However, following multiple legal challenges, the SEC stayed the implementation of these rules in April 2024 pending judicial review.

On March 27, 2025, the SEC announced it would cease defending these climate disclosure rules in court, effectively withdrawing its support for their enforcement.

On April 4, 2025, a group of 18 states and the District of Columbia moved to hold the cases in abeyance until the SEC amends or rescinds the regulations. The motion was granted by the U.S. Court of Appeals for the Eighth Circuit (the "Court") on April 24, 2025. On July 23, 2025, the SEC requested that the Court lift the abeyance imposed on the litigation for the Court to issue a ruling. On September 12, 2025, the Court denied the SEC’s request, ordering that the abeyance remain in effect until the SEC either reconsiders the climate disclosure rules through its rulemaking process or renews its defense of the rules in the Court.

While the rules technically remain in place, their future is uncertain as the litigation continues in the Court (Iowa v. SEC, No. 24-1522).

Despite the federal uncertainty, several U.S. states and international jurisdictions have enacted or proposed their own climate disclosure requirements. For instance, California's SB 253 and SB 261 mandate certain companies to disclose greenhouse gas emissions and climate-related financial risks. Additionally, the European Union's Corporate Sustainability Reporting Directive imposes extensive climate-related disclosure obligations on companies operating within its member states.

The Company is actively monitoring these developments and evaluating the potential impact of state and international climate disclosure requirements on its operations and reporting obligations.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of revenue

Nature of Products and Services

The following table depicts the disaggregation of revenue by type of products or services and timing of transfer of products or services (in thousands):

*Other revenue includes support and maintenance and printed circuit board sales.

During the three months ended September 30, 2025, the Company recognized revenue of $1.8 million from a system upgrade project, which was classified under system sales.

Geographic Information

The following table presents a summary of revenue by geography for the three and nine months ended September 30, 2025 and 2024, based on customer location (in thousands):

"Other" includes the rest of Europe, the Middle East, the rest of Asia and Australia where the revenue from a single country is not greater than 10% of total consolidated revenue. In accordance with Company policy, the Company has not had any sales in China, Russia or Ukraine.

Significant customers

A significant customer is defined as one that comprises up to ten percent or more of total revenues in a particular year or ten percent of outstanding accounts receivable balance as of the period end.

The tables below present the significant customers on a percentage of total revenue basis for the three and nine months ended September 30, 2025 and 2024.

As of each of September 30, 2025 and December 31, 2024, there weretwo andthree significant customers, respectively, that comprisedten percent or more of outstanding accounts receivable balances.

Contract balances

The following table provides information about accounts receivable, contract assets and liabilities as of September 30, 2025 and December 31, 2024 (in thousands):

1 Customer deposit is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.

The allowance for credit losses related to trade accounts receivable was immaterial and $0.2 million as of September 30, 2025 and December 31, 2024. During the three months and nine months ended September 30, 2025, the Company recorded zero and $0.1 million write-offs of accounts receivable deemed uncollectible, respectively. During the three months and nine months ended September 30, 2024, the Company recorded minimal write-offs of accounts receivable deemed uncollectible.

The revenue recognized in the condensed consolidated statements of operations and comprehensive loss that was included in the contract liability balance at the beginning of each period was $18.2 million and $1.8 million for the nine months ended September 30, 2025 and 2024, respectively.

Changes in deferred revenue from contracts with customers were as follows (in thousands):

Remaining performance obligations

A significant number of the Company’s product and service sales are short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC 606-10-50-14, exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

As of September 30, 2025, the aggregate amount of remaining performance obligations that were unsatisfied or partially unsatisfied related to customer contracts was $2.9 million, of which approximately 69% is expected to be recognized to revenue in the next 12 months,85% is expected to be recognized to revenue in the nexttwo years, and 95% is expected to be recognized within three years. Revenues allocated to remaining performance obligations represents the transaction price of noncancellable orders for which service has not been performed, which include deferred revenue and the amounts that will be invoiced and recognized as revenues in future periods from open contracts and excludes unexercised renewals.

4. BALANCE SHEET DETAILS

Inventories

Inventories consisted of the following (in thousands):

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Other non-current assets, net

Other non-current assets, net consisted of the following (in thousands):

Equity securities

On January 5, 2024, an entity the Company had invested in was acquired by another entity and the transaction was determined to result in an observable price change in the equity security. Consequently, the carrying value of the Company's investment was adjusted based on the consideration received, resulting in a net gain of approximately $1.7 million, recorded in gain on investment in marketable securities on the condensed consolidated statements of operations and comprehensive loss during the nine months ended September 30, 2024.

During the three months ended September 30, 2025, an earnout provision was triggered that resulted in the Company receiving additional cash and stock consideration for its interest in the acquired former investee. The Company recognized a gain of $0.9 million in gain on investment in marketable securities on the condensed consolidated statements of operations and comprehensive loss.

Zapata Note

On February 8, 2024, the Company entered into a collaboration arrangement with Zapata to develop and bring to market commercial applications that combine generative AI and quantum computing technologies. As part of the collaboration, the Company purchased the Note with a principal amount of $1.0 million from Zapata. The Note matures on December 15, 2026, and bears interest at 15% per annum. The Note is prepayable without penalty after December 15, 2025 or if the aggregate value of Zapata's convertible notes outstanding falls below $3.0 million. The Note was convertible into Zapata common stock at the Company's option at a conversion price of $8.50, subject to adjustment for stock splits, recapitalizations, and other similar corporate transactions.

On April 1, 2024 the conversion feature associated with the Note was bifurcated from the debt host instrument in connection with the underlying stock becoming readily convertible to cash as the result of a de-SPAC transaction. As a result, the fair value of the conversion feature of $0.2 million was given separate recognition. During the nine months ended September 30, 2024, the fair value of the conversion feature wasimmaterial, resulting in a loss of $0.2 million recorded to gain on investment in marketable securities on the condensed consolidated statements of operations and comprehensive loss.

On October 11, 2024, Zapata announced that it was insolvent and would cease operations. Considering this and other financial information available prior to the balance sheet date as of December 31, 2024, the Note was provisionally determined to be uncollectible, and the Company has recognized a credit loss provision for the entire balance owed of $1.0 million during the year ended December 31, 2024. The charge was recorded within general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

The Company was one of two senior-most secured creditors to Zapata. The Note was secured by substantially all of Zapata's assets, including cash accounts, accounts receivables, inventory, contract rights and general intangibles, intellectual property, and equipment, as set forth in the security agreements pertaining to the Note.

Subsequent to the write-off of the Note, in June 2025, the Company recovered the full principal balance of the Note, along with $0.2 million in interest and $0.1 million in legal fees. The recovery was recorded within general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss, offsetting the previously recorded credit loss provision and legal expenses. The cash received for the principal balance of the Note is presented within investing activities in the statement of cash flows. The interest was recorded within Other income, net in the condensed consolidated statements of operations and comprehensive loss.

Deferred financing costs

The deferred financing costs are deferred issuance costs related to the Equipment Financing Agreement. See Note 6 - Loans payable, netfor additional information.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

5. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):

Depreciation expense for thethree months ended September 30, 2025 and 2024 was$0.3 million and$0.2 million, respectively. Depreciation expense for thenine months ended September 30, 2025 and 2024 was$1.0 million and$0.7 million, respectively.

6. LOANS PAYABLE, NET

Loans payable, net consisted of the following (in thousands):

1 Refer below for additional information on the SIF Loan repayment period and effective interest rate.

TPC Loan

During the period spanning 2010 through 2021, the Company received funding totaling C$12.5 million from Technology Partnerships Canada (the "TPC Loan"). On November 23, 2020, an amendment forgave C$5.0 million of unpaid accrued debt principal and interest from prior years. Additionally, the amendment waived the interest charge on the remaining C$2.5 million of principal and revised the repayment schedule to C$0.5 million due annually on each April 30 through 2025. The TPC Loan was fully repaid on April 24, 2025.

SIF Loan

On November 20, 2020, the Company entered into the SIF Loan and subsequently received the full C$40.0 million ineight tranches between November 2020 and December 2023. Funds from the SIF Loan were used for various research and development projects.

Principal and interest amounts to be repaid under the SIF Loan are determined using a revenue-based formula, and are capped at 150% of the principal amount (the "Repayment Cap"). Repayments are due in up to 15 annual installments, commencing on April 30 of the second fiscal year following the fiscal year in which the Company first reports annual revenue of at least $70.0 million (the "Benchmark Year"). If the Company fails to reach $70.0 million in annual revenue after 14 years from origination, or if the total of the 15 revenue-based annual installments is less than the principal amount, any remaining repayment obligation will be forgiven.

Repayments of the SIF Loan can also be triggered upon default of the agreement, termination of the agreement, or upon a change of control that has not been approved by the Canadian government. As of September 30, 2025, the Company is not aware of any events that would trigger default or termination of the agreement.

The gross proceeds of the SIF Loan were recorded as a liability related to the sale of future revenues (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policies). As of September 30, 2025 and December 31, 2024, the Company calculated a weighted average effective interest rate for all tranches of 2.46% based on the most recent revenue projections at each reporting date.

The estimated fair value of the SIF Loan (Level 3) at September 30, 2025 was$11.8 million. The fair value of SIF Loan was valued using a discounted cash flow model, with significant assumptions relating to the amount and timing of future revenues and the appropriate discount rate.

Term Loan

On April 13, 2023, the Company entered into the Term Loan and Security Agreement (the "Term Loan") with PSPIB Unitas Investments II Inc. ("PSPIB"), a related partyto the Company's then largest shareholder. Under the Term Loan, term loans in aggregate principal amount of $50.0 million were to be made available to the Company inthree tranches, subject to certain terms and conditions.

The Company fully repaid and extinguished the Term Loan on October 22, 2024, including $30.0 million in principal and $4.3 million in accrued payable in kind ("PIK") interest. The Term Loan, originally set to mature on March 31, 2027, was secured by a first-priority security interest in substantially all of the Company's assets and included certain operational and financial covenants. It bore interest at either 10.0% payable in cash or 11.0% PIK, with the latter added to the principal balance. For the three months ended September 30, 2025 and 2024, the Company recognized zero and $0.9 million, respectively, in interest expense. For the nine months ended September 30, 2025 and 2024, the Company recognized zero and $1.8 million, respectively, in interest expense.

With the full repayment of the Term Loan, the Company has no remaining obligations under this facility.

Equipment Financing Term Loan

On August 1, 2025, the Company entered into the Equipment Financing Agreement. The agreement provides for a total conditional commitment of $13.8 million, with an initial draw of $0.5 million made upon execution. Amounts drawn under the agreement are recognized as a term loan (the "Equipment Financing Term Loan"). The remaining commitment is available until February 1, 2027, which may be extended to August 1, 2027 if at least $11.5 million is drawn by that date.

A commitment fee of 1% of the total conditional commitment was paid upon the initial draw. The Lender also received aten-year warrant to purchase 21,563 shares of the Company's common stock ("Common Shares") at an exercise price of $16.05 per share. A non-utilization fee of 3% will apply to the undrawn portion of the first $11.5 million as of the termination date (either February 1, 2027, or August 1, 2027, as applicable).

The interest rate for each draw is fixed upon execution and is based on a spread of approximately 3.4% over the Prime Rate (which was 7.5% at signing), subject to a minimum rate of 10.9%, which is the rate applied to the initial draw. The Lender holds a first-priority security interest in all financed equipment.

Debt issuance costs, including the commitment fee, legal and documentation costs, and the warrant value, are recorded as deferred issuance costs and reclassified to a contra-liability as draws are made. The End-of-Term Payment (4.0% of the total amount financed under the Equipment Financing Agreement) is accreted as part of the loan’s effective interest rate. Deferred issuance costs are reviewed for recoverability, and any unamortized costs related to canceled draws or terminated facilities are expensed immediately. Cash payments for debt issuance costs are classified as financing activities in the condensed consolidated statements of cash flows.

As of September 30, 2025, the Company had drawn $0.5 million under the Equipment Financing Agreement. The carrying amount of the outstanding equipment financing at September 30, 2025 was $0.5 million, measured at amortized cost. As of September 30, 2025, only a minimal portion of the deferred issuance costs had been reclassified to debt discount related to the initial draw and $0.7 million of deferred issuance costs remained unallocated.

The estimated fair value of the Equipment Financing Term Loan (Level 2) at September 30, 2025 was$0.5 million. The fair value of the Equipment Financing Term Loan was valued using a discounted cash flow model, with key inputs relating to terms, discount rate and expectations for defaults and prepayments.

7. WARRANT LIABILITIES

Public and Private Warrants

In conjunction with the Merger, the Company assumed 10,000,000 DPCM public warrants (the "Public Warrants") and 8,000,000 DPCM private warrants (the "Private Warrants"; collectively with the Public Warrants, the "Warrants"). As part of the Merger, each DPCM Public Warrant and Private Warrant that was issued and outstanding immediately prior to the Merger was automatically and irrevocably converted intoone warrant of the Company.

During the three and nine months ended September 30, 2025,3,509,635 and 12,146,144 Warrants were exercised by holders in accordance with the Warrant Agreement (as defined below). As a result of these exercises, during the three and nine months ended September 30, 2025, the Company issued 5,103,454 and 17,661,925 Common Shares. In connection with the exercises, during the three months ended September 30, 2025, the Company received cash proceeds of $39.9 million and reclassified $71.9 million, representing the fair value of the warrant liabilities at the time of exercise, from warrant liabilities to additional paid-in capital; during the nine months ended September 30, 2025, the Company received cash proceeds of $139.2 million and reclassified $188.9 million, representing the fair value of the warrant liabilities at the time of exercise, from warrant liabilities to additional paid-in capital. The fair value of the liability pertaining to the exercised Warrants was remeasured immediately prior to exercise, and the change in fair value was recognized within change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2025, the Company had 5,777,467 Warrants outstanding, all of which were Public Warrants (all the Private Warrants having earlier been converted to Public Warrants). The Warrants are subject to the terms and conditions of the warrant agreement entered into between DPCM and Continental Stock Transfer & Trust Company, as amended by an assignment, assumption and amendment agreement with the Company, and further amended to date (as so amended, the “Warrant Agreement”). Effective as of March 11, 2025, Equiniti Trust Company, LLC serves as the warrant agent under the Warrant Agreement.

Each such Warrant is exercisable at an exercise price of $11.50 (the "Warrant Exercise Price") for 1.4541326 Common Shares, or an approximate exercise price per Common Share of $7.91 (the "Per Share Exercise Price"), subject to adjustments. The Warrants may be exercised for a whole number of Common Shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.

The Company may redeem the outstanding Public Warrants:

•in whole and not in part;

•at $0.01 per Warrant upon a minimum of 30 days' prior written notice of redemption; provided that the last reported sales price of the Common Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which such prior written notice is given (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalization and the like, the "Reference Value") equals or exceeds $18.00 per share (referred to below as the "Mandatory Redemption Price Condition");

•alternatively, at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that the Reference Value equals or exceeds $10.00 per share; and provided further, that the holders may elect to exercise their Warrants on a "cashless basis" prior to redemption and receive a "make-whole exercise" number of Common Shares determined based on the redemption date relative to the remaining period to expiration of the Warrants and the fair market value per Common Share (as described in the Warrant Agreement); and

•if, and only if, there is an effective registration statement covering the issuance of the Common Shares issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from registration is available.

If the Company calls the outstanding Public Warrants for redemption as described in either the second or third bullet above, the Company will have the option to require all holders of such Warrants to exercise the Warrants on a “cashless basis,” as described in the Warrant Agreement. See Note 12 - Subsequent events: Mandatory Redemption of Warrants, for details regarding the Notice of Redemption delivered following the end of the quarter.

The exercise price and number of Common Shares issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Common Shares at a price below the Per Share Exercise Price. Additionally, in no event will the Company be required to net cash settle the Warrants.

D-Wave Systems Warrant Transaction Agreements

In November 2020, contemporaneously with a revenue arrangement, D-Wave Systems entered into a contract pursuant to which D-Wave Systems agreed to cancel a previously issued warrant with a customer and replace it with a warrant to acquire up to 3,247,637 shares of its Class A Preferred Shares (the “Warrant Preferred Shares”), subject to certain vesting requirements. The warrant agreement was amended on August 5, 2022, contemporaneously with the closing of the Merger, to convert the Warrant Preferred Shares to a warrant to acquire up to 2,889,282 Common Shares of the Company in accordance with the conversion ratio of 0.889657 (the "Conversion Ratio") established in the Merger. The warrants vest based on various contractual milestones. The warrant agreement was terminated on November 28, 2022. As of the termination date of the agreement, approximately 40% of the warrants had vested, resulting in warrants exercisable into 1,155,713 Common Shares remaining after the termination date. The vested warrants will remain exercisable for up to 1,155,713 Common Shares at an exercise price of$2.16 per Common Share until November 29, 2026. As of September 30, 2025, no additional Warrant Preferred Shares were vested and/or were probable of vesting.

8. STOCK-BASED COMPENSATION

2020 Equity Incentive Plan

In April 2020, the Board of Directors of D-Wave Systems approved the 2020 Equity Incentive Plan (the "2020 Plan") which provides for the grant of qualified incentive stock options ("ISO") and non-qualified stock options ("NSO"), restricted stock, RSU or other awards to the Company’s employees, officers, directors, advisors, and outside consultants. Following the Merger, awards outstanding under the 2020 Plan continued to be governed by the 2020 Plan; however, the Company will not grant any further awards under the 2020 Plan.

2022 Equity Incentive Plan

On August 5, 2022, the shareholders approved the D-Wave Quantum Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which became effective immediately upon the closing of the Merger. While the 2022 Plan allows for the issuance of awards with a service condition, a performance condition, a market condition, or some combination of the three, to date, the Company has only issued awards subject to a service condition. Awards issued under the 2022 Plan have vesting periods ranging from under 1 year to 4 years from the original grant date, and all awards issued to date under the 2022 Plan will expire 10 years from the original grant date.

Share-based compensation awards are settled by issuing new shares.

Common stock option activity

The following table summarizes the Company’s stock option activity during the periods presented (in thousands except share and per share data):

During the nine months ended September 30, 2025 and 2024, the total intrinsic value of options exercised was $74.4 million andimmaterial, respectively.

Restricted stock unit awards

The following table summarizes the restricted stock unit ("RSU") activity and related information under the 2022 Plan:

Employee Stock Purchase Plan

During the nine months ended September 30, 2025,95,331 Common Shares were issued under the Employee Stock Purchase Plan (the "ESPP"), and compensation cost recognized related to the ESPP was $0.4 million.

Stock-based compensation expense

The following table summarizes the stock-based compensation expense classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

During thethree months ended September 30, 2025 and 2024, total compensation cost capitalized as part of property and equipment and intangible assets was $0.1 million andzero, respectively. During thenine months ended September 30, 2025 and 2024, total compensation cost capitalized as part of property and equipment and intangible assets was $0.3 million andzero, respectively.

As of September 30, 2025, total unrecognized stock-based compensation cost, net of estimated forfeitures, related to our unvested stock awards was $48.6 million. This amount is based on an estimated future forfeiture rate of 2.34% per year and will be recognized over a weighted-average period of approximately 3.30 years.

9. COMMITMENTS AND CONTINGENCIES

Lease obligations

The Company primarily enters into leases for office space that are classified as operating leases. During thethree months ended September 30, 2025 and 2024, total operating lease costs were$0.4 million and $0.5 million, respectively. Total operating lease costs were$1.5 million for each of thenine months ended September 30, 2025 and 2024.

Litigation

From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims.

In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products, when used for their intended purposes, infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim.

As of September 30, 2025, the Company was not subject to any material litigation or pending litigation claims.

10. NET LOSS PER SHARE

The following tables set forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2025 and 2024 (in thousands, except share and per share data):

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential Common Shares outstanding would have been anti-dilutive.

Potentially dilutive securities (upon conversion) that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

11. SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates asone operating segment managed on a consolidated basis. The financial information regularly reviewed by the Chief Executive Officer, who serves as the Chief Operating Decision Maker ("CODM"), is presented on the same basis as the Company's consolidated financial statements. The measure of profit or loss used by the CODM to allocate resources and assess performance is consolidated net loss. Significant expense categories are not presented, as the expense information regularly provided to the CODM is presented on the same basis as the consolidated statements of operations and comprehensive loss. The CODM relies on consolidated net loss as a comprehensive measure of the Company, considering all revenues and expenses, including cost of revenue, research and development expenses, general and administrative expenses and sales and marketing expenses, to assess the Company’s overall performance and inform strategic decisions on cost control, pricing and investments. Additionally, the CODM also reviews total assets to assess the Company's financial position and resource allocation. The CODM also reviews forward-looking expense information contained in budgets and operating plans to manage operations and allocate resources.

See the condensed consolidated financial statements and accompanying footnotes for consolidated net loss, total expenditures for additions to long-lived assets, total assets and other financial information regarding the Company’s single operating segment. See Note 3 - Revenue from contracts with customers for additional information about revenue by geography.

The following table sets forth the long-lived assets, consisting of property and plant, net, and operating lease right-of-use assets, by geographic area as follows (in thousands):

12. SUBSEQUENT EVENTS

The Company has evaluated all events occurring through November 6, 2025, the date on which the condensed consolidated financial statements were issued, and during which time, nothing has occurred outside the normal course of business operations that would require disclosure except the following:

Warrant Exercises

From the end of the quarter ended September 30, 2025 through the date of filing,1,896,454 Warrants were exercised by holders in accordance with the Warrant Agreement. As a result of these exercises, the Company issued 2,757,696 Common Shares. In connection with the exercises, the Company received cash proceeds of $22.3 million.

Mandatory Redemption of Warrants

Subsequent to the end of the quarter ended September 30, 2025, following satisfaction of the Mandatory Redemption Price Condition and in accordance with the Warrant Agreement, the Company caused a Notice of Redemption to be delivered to the holders of the Warrants, providing that (i) the Company will redeem, at 5:00 p.m. New York City Time on November 19, 2025 (the "Redemption Time"), all of the outstanding Warrants, for a redemption price of $0.01 per Warrant (the "Redemption Price"), (ii) holders of the Warrants may exercise their Warrants, upon payment of the Warrant Exercise Price in cash, at any time until the Redemption Time, and (iii) any Warrants that remain unexercised at the Redemption Time will be void and no longer exercisable, and the holders will have no rights with respect to such unexercised Warrants, except to receive the Redemption Price.