D-Wave Quantum Inc.

D-WAVE QUANTUM INC.

2650 East Bayshore Road

Palo Alto, California 94303

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board of Directors” or the “Board”) of D-Wave Quantum Inc. (“we,” “us,” “our,” or the “Company”) of proxies to be voted at our annual meeting of stockholders to be held via live webcast on June 4, 2026 (the “Annual Meeting”), 9:00 a.m. Pacific Time, and at any continuation, postponement, or adjournment of the Annual Meeting.

Holders of record of shares of our common stock, par value $0.0001 (“Common Shares”), as of the close of business on April 15, 2026 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were 367,250,324 Common Shares outstanding and entitled to vote at the Annual Meeting. Each Common Share is entitled to one vote per share on any matters presented to stockholders at the Annual Meeting.

Holders of record of exchangeable shares (the “Exchangeable Shares”) of our subsidiary, D-Wave Quantum Technologies Inc., as of the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were 3,176,096 Exchangeable Shares outstanding and entitled to vote at the Annual Meeting. Each Exchangeable Share is entitled to one vote per Exchangeable Share on any matters presented to stockholders at the Annual Meeting. Voting rights are exercised by Computershare Trust Company of Canada (the“Trustee”) via the Special Voting Share (as defined below) pursuant to the terms of the Voting and Exchange Trust Agreement (as defined below), unless a proxy is submitted.

On or about April 23, 2026, we will begin to mail to our stockholders and holders of Exchangeable Shares of record as of the close of business on the Record Date a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our Annual Report to Stockholders for the year ended December 31, 2025 (the “2025 Annual Report”) and vote online.

Frequently Used Terms

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and the “Company” refer to D-Wave Quantum Inc., a Delaware corporation, together with its direct and indirect subsidiaries, and:

“Bylaws” means the Amended and Restated Bylaws of the Company.

“Charter” means the Amended and Restated Certificate of Incorporation of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Shares” means shares of the Company’s common stock, par value $0.0001 per share.

“D-Wave Quantum Technologies” means D-Wave Quantum Technologies Inc., a British Columbia corporation and indirect subsidiary of the Company.

“D-Wave Systems” means D-Wave Systems Inc., a British Columbia corporation and indirect subsidiary of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Exchangeable Shares” refer to the exchangeable shares in the capital of D-Wave Quantum Technologies. The Exchangeable Shares are exchangeable from time to time, at the holder’s election, for Common Shares on a one-for-one basis.

“Internet Notice” means the Notice of Internet Availability of Proxy Materials mailed to our stockholders and holders of Exchangeable Shares of record as of the close of business on the Record Date, containing instructions on how to access this proxy statement and our 2025 Annual Report and vote online.

“NYSE” means the New York Stock Exchange.

“SEC” means the United States Securities and Exchange Commission.

“Special Voting Share” means the special voting share in the capital of the Company, deposited with the Trustee, which, at any time, entitles the holder of record to that number of votes at meetings of our stockholders equal to the number of Exchangeable Shares outstanding at such time (excluding Exchangeable Shares held by our subsidiaries) multiplied by the exchangeable share exchange ratio pursuant to the Voting and Exchange Trust Agreement, and in respect of each beneficial holder of the Exchangeable Shares, rounded down to the nearest whole vote.

“Trustee” means Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as trustee of the trust created by the Voting and Exchange Trust Agreement for the benefit of the registered holders from time to time of Exchangeable Shares (other than Exchangeable Shares held by our subsidiaries).

“Voting and Exchange Trust Agreement” means the Voting and Exchange Trust Agreement, dated as of August 5, 2022, among us, DWSI Canada Holdings ULC, a British Columbia company and subsidiary of the Company, D-Wave Quantum Technologies and the Trustee.

Proposals

At the Annual Meeting, our stockholders will be asked:

•To elect Alan E. Baratz and Sharon Holt as Class I directors to serve until the 2029 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified;

•To approve, on an advisory basis, the compensation of our named executive officers identified in the “Executive Compensation” section of this proxy statement (the “Say-on-Pay Vote”);

• To approve, on an advisory basis, the frequency of future Say-on-Pay Votes;

•To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Recommendations of the Board of Directors

The Board of Directors recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or by visiting the website specified in your proxy card, your Common Shares will be voted on your behalf as you direct. If not otherwise specified, the Common Shares represented by the proxies will be voted as follows, and the Board of Directors recommends that you vote:

•“FOR” the election of Alan E. Baratz and Sharon Holt as Class I directors to serve until the 2029 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified;

•“FOR” the approval, on an advisory basis, of the Say-on-Pay Vote;

•“ONE YEAR” as the frequency of future Say-on-Pay Votes; and

•“FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment. If you are a holder of Exchangeable Shares, your shares will be voted on your behalf by the Trustee as you direct, unless a proxy is submitted. If not otherwise specified, your voting rights will not be exercised by the Trustee.

For additional information, see "Questions and Answers About the 2026 Annual Meeting Stockholders—What if I do not specify how my shares are to be voted?" and “—How can I attend the Annual Meeting?”.

Information About This Proxy Statement

Why you received this proxy statement. You are viewing or have received these proxy materials either because you are a Company stockholder and the Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting or because you are a holder of Exchangeable Shares and you have a right to direct the Trustee to vote at the Annual Meeting on your behalf. This proxy statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, we are making this proxy statement and our 2025 Annual Report available to our stockholders and the holders of Exchangeable Shares online. On or about April 23, 2026, we will begin to mail the Internet Notice to our stockholders and the holders of Exchangeable Shares, containing instructions on how to access this proxy statement and our 2025 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and our 2025 Annual Report. The Internet Notice also instructs you on how you may submit your proxy online. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Internet Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained in the proxy card or voting instruction card included in the materials.

Householding. The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce expenses.

This year, a number of brokers with account holders who are our stockholders will likely be “householding” our proxy materials. A single Internet Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you participate in “householding,” then you will continue to receive separate proxy cards. If you prefer to receive multiple sets of disclosure documents at the same address this year or in future years, you should follow the instructions described below. Similarly, if your address is shared with another stockholder and both you and the other stockholder would like to receive only a single set of disclosure documents, you should follow the instructions below:

•If the shares are registered in your name, you should contact us either by sending a written communication to our offices at D-Wave Quantum Inc., 2650 East Bayshore Road, Palo Alto, California 94303, calling us at +1 650-285-2881, or emailing us at ir@dwavesys.com.

•If a bank, brokerage firm, or other nominee holds the shares, you should contact the bank, brokerage firm, or other nominee directly.