Form 8-K/A

8-K/A — D-Wave Quantum Inc.

Accession: 0001907982-26-000155

Filed: 2026-09-22

Period: 2026-08-19

CIK: 0001907982

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K/A — qbts-20260819.htm (Primary)

EX-10.1 (exhibit101actingcfoofferle.htm)

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8-K/A

8-K/A (Primary)

Filename: qbts-20260819.htm · Sequence: 1

qbts-20260819

0001907982TRUE00019079822026-08-192026-08-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

FORM 8-K/A

(Amendment No. 1)

_____________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 19, 2026

_____________________________________________________________

D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________________________________

Delaware 001-41468 88-1068854

(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)

2650 East Bayshore Road

Palo Alto, California

94303

(Address of principal executive offices)

(650) 285-2881

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.0001 per share QBTS The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends and supplements the Current Report on Form 8-K filed by D-Wave Quantum Inc. (the “Company”) with the Securities and Exchange Commission on August 25, 2026 (the “Original Report”). The Original Report disclosed that Mr. Greg Golkov, the Company's Senior Vice President of Finance, would serve as the Company's acting Chief Financial Officer and principal financial and accounting officer following the retirement of the Company's former Chief Financial Officer effective September 2, 2026. This Amendment is being filed to report amendments to Mr. Golkov's compensation in connection with the foregoing. Except as set forth herein, this Amendment does not modify or update any other disclosure contained in the Original Report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 17, 2026, the Company's Board of Directors formally appointed Mr. Greg Golkov as Acting Chief Financial Officer, assuming the responsibilities of the Company's principal financial and accounting officer, effective September 2, 2026 and continuing until the Company hires a new Chief Financial Officer and that individual commences employment (the “Interim Period”), and to continue to serve as the Company's Senior Vice President of Finance.

In connection with his appointment, the Company and Mr. Golkov entered into an offer letter, dated September 17, 2026 (the “Offer Letter”). The Offer Letter provides that beginning on September 2, 2026, and for the duration of his role as Acting Chief Financial Officer, Mr. Golkov will be paid a responsibility allowance of $5,500 per month, in addition to his current compensation package. In recognition of his increased responsibilities, Mr. Golkov will also receive a one-time grant (the "Grant") of restricted stock units ("RSUs") under the Company's 2022 Equity Incentive Plan, as amended (the "Plan") with a value of $550,000 on the grant date. The Grant will vest ratably on a quarterly basis over one year, beginning on September 2, 2026, provided that any unvested RSUs will immediately vest on the employment start date of the new Chief Financial Officer, subject to Mr. Golkov's continued service through such vesting dates and other conditions as documented in the award agreement and the Plan.

In addition, in recognition of his successful completion of the Interim Period, Mr. Golkov will be eligible for a one-time bonus of $67,000, to be paid on the Company’s next regular payroll date immediately following the start date of the new Chief Financial Officer. There will be no other changes to Mr. Golkov’s compensation or benefits as a result of his serving as Acting Chief Financial Officer.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1#

Offer Letter, dated September 17, 2026, between D-Wave Quantum Inc. and Greg Golkov.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Indicates management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 22, 2026

D-Wave Quantum Inc.

By: /s/ Alan Baratz

Name: Alan Baratz

Title: President & Chief Executive Officer

EX-10.1

Filename: exhibit101actingcfoofferle.htm · Sequence: 2

Document

Exhibit 10.1

[D-Wave Quantum Inc. Letterhead]

September 17, 2026

Via Email

Greg Golkov

Re: Appointment as Acting Chief Financial Officer

Dear Greg,

On behalf of the leadership team of D-Wave Quantum Inc. (the “Company”), I’m happy to offer you the temporary role of Acting Chief Financial Officer of the Company, effective September 2, 2026, and continuing until the Company hires a new Chief Financial Officer and that individual commences employment (the “Interim Period”). The Acting Chief Financial Officer role is a Section 16 officer position as defined under Section 16 of the Securities Exchange Act of 1934.

During the Interim Period, you will continue to have the title of SVP, Finance, and will report directly to the CEO. You will continue to work from your current work location, subject to business travel as may be required. Your employment during the Interim Period remains at-will, as set forth in your Employment Agreement with D-Wave Commercial Inc., dated April 24, 2023 (the “Employment Agreement”), which remains in full force and effect without modification.

Compensation Package

•Base Salary and Bonus: There is no change to your annual base salary or your annual bonus entitlements as a result of this interim appointment, each of which continues in accordance with your Employment Agreement.

•Responsibility Allowance: Beginning on September 2, 2026, and for the duration of your role as Acting Chief Financial Officer, you will be paid a responsibility allowance of $5,500.00 per month, less applicable taxes and deductions.

•Completion Bonus: In recognition of your successful completion of the Interim Period, you will be eligible for a one-time bonus of $67,000.00, less applicable taxes and deductions. The completion bonus will be paid on the Company’s next regular payroll date immediately following the start date of the new Chief Financial Officer.

•Special Equity Grant: Subject to approval by the Company’s Board of Directors or its delegate and the terms of the D-Wave 2022 Equity Incentive Plan, as amended (the "Plan") and the applicable award agreement, in recognition of your increased responsibilities, you will receive a one-time grant of restricted stock units ("RSUs") with a value of $550,000.00 on the grant date. The actual number of RSUs will be determined based on the 60-day average trading price of the Company’s common stock as of September 2, 2026. The grant will vest ratably on a quarterly basis over 1 year, beginning

on September 2, 2026, provided that any unvested RSUs will immediately vest on the employment start date of the new Chief Financial Officer, subject to your continued service through such vesting dates and other conditions as documented in the award agreement and the Plan.

•Performance Condition: All compensation payable in connection with your Acting Chief Financial Officer role, including the responsibility allowance, the completion bonus and the vesting of the RSUs, is conditioned on you maintaining a performance in good standing with the Company throughout the Interim Period.

Other Terms and Conditions

•All other terms and conditions of your employment remain the same, except as detailed in this letter, and your Employment Agreement remains in full force and effect without modification. You acknowledge that the end of your temporary, interim assignment in and of itself will not constitute Good Reason under the terms of any agreement between you and the Company or its subsidiaries.

•This letter is not to be construed as a contract for employment in any particular position for any particular salary or time period.

Please make sure you have read and understand the terms and conditions of this letter. If you accept the appointment as Acting Chief Financial Officer, please sign this letter along with any other applicable forms. Should you have any questions, please reach out to me.

Sincerely,

/s/ Alan Baratz

Alan Baratz

CEO

Acceptance

I accept the terms of this letter and the appointment as Acting Chief Financial Officer of D-Wave Quantum Inc., effective September 2, 2026. I acknowledge that my Employment Agreement, dated April 24, 2023, remains in full force and effect without modification.

/s/ Greg Golkov

_____________________________

Greg Golkov

September 17, 2026

_____________________________

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