D-Wave Quantum Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
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Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
From time to time, some of the Company’s directors or executive officers may determine that it is advisable to diversify their investments for personal financial planning reasons or may seek liquidity for other reasons and may sell shares of common stock of the Company. To effect such sales, from time to time, some of the Company’s directors or executive officers may enter into trading plans that are designed to comply with the Company’s Amended and Restated Securities Trading Policy and intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
During the three months ended September 30, 2025, the following director and executive officers of the Company each adopted a "Rule 10b5-1 trading arrangement", as such term is defined under Item 408 of Regulation S-K:
| Name and Title of Director or Executive Officer | Date of Adoption | Expiration Date of Trading Arrangement1 | Aggregate Number of Securities to be Sold |
|---|---|---|---|
| Alan Baratz, Director, President & Chief Executive Officer | August 11, 2025 | November 10, 2026 | Up to 1,600,000 shares of common stock issuable upon exercise of vested stock options |
| John Markovich, Chief Financial Officer | August 21, 2025 | May 20, 2026 | Up to 500,000 shares of common stock issuable upon exercise of vested stock options |
| Diane Nguyen, Executive Vice President, Chief Legal Officer & General Counsel | August 14, 2025 | November 12, 2026 | Up to 122,785 shares of common stock |
1 The trading arrangement may end earlier if all transactions under the trading arrangement are completed prior to the expiration date.
During the three months ended September 30, 2025, none of the Company's other directors or executive officers adopted a "Rule 10b5-1 trading arrangement, and none of the Company’s directors or executive officers modified or terminated a “Rule 10b5-1 trading arrangement” oradopted, modified, orterminated a “non-Rule 10b5-1 trading arrangement”, as such terms are defined under Item 408 of Regulation S-K.
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