Form 8-K

8-K — D-Wave Quantum Inc.

Accession: 0001907982-26-000049

Filed: 2026-05-04

Period: 2026-04-30

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 — qbts-20260430.htm (Primary)

EX-10.1 (exhibit101.htm)

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8-K

8-K (Primary)

Filename: qbts-20260430.htm · Sequence: 1

qbts-20260430

0001907982FALSE00019079822026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

FORM 8-K

_____________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 30, 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 New York Stock Exchange

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.

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

Amended Chief Executive Officer Employment Agreement

On April 30, 2026, D-Wave Quantum Inc. (the “Company”) and its subsidiary, D-Wave Commercial Inc., entered into the Third Amendment (the “Third Amendment”) to the Amended and Restated Employment Agreement, dated as of January 1, 2020, with the Company’s President and Chief Executive Officer, Dr. Alan Baratz, to reflect updates to Dr. Baratz’s compensation arrangements as approved by the Board of Directors (the “Board”) upon the recommendation of the Compensation Committee of the Board.

The Board authorized the Third Amendment in recognition of Dr. Baratz’s years of service and commitment to the Company.

The Third Amendment provides for, among other things, (i) an increase to Dr. Baratz’s annual base salary to $700,000, effective as of January 1, 2026 and (ii) a grant to Dr. Baratz of restricted stock units with an aggregate value of $13,488,000 under the Company’s 2022 Equity Incentive Plan.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, 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#

Third Amendment to Amended and Restated Employment Agreement, effective April 30, 2026, by and among

D-Wave Quantum Inc., D-Wave Commercial Inc. and Alan Baratz.

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: May 4, 2026

D-Wave Quantum Inc.

By: /s/ Alan Baratz

Name: Alan Baratz

Title: President & Chief Executive Officer

EX-10.1

Filename: exhibit101.htm · Sequence: 2

Document

Exhibit 10.1

April 30, 2026

CONFIDENTIAL

Alan Baratz

President and Chief Executive Officer

D-Wave Quantum Inc.

2650 East Bayshore Road

Palo Alto, California 94303

RE: Third Amendment to Full-Time Amended and Restated Employment Agreement (this “Third Amendment”)

Dear Alan,

We are pleased to share with you the changes set forth below with respect to your service as Chief Executive Officer (“CEO”) of D-Wave Quantum Inc. (“D-Wave”) and D-Wave Commercial Inc. (the “Company”) (you, D-Wave, and the Company are collectively referred to herein as, the “Parties”).

This Third Amendment amends that certain Full-Time Amended and Restated Employment Agreement, dated January 1, 2020, between you and the Company (the “A&R Agreement”), as amended by that certain letter agreement, dated October 27, 2022, among you, the Company and D-Wave (the “First Amendment”), as further amended by that certain Second Amendment to Amended and Restated Employment Agreement, dated May 6, 2025, among you, the Company and D-Wave (the “Second Amendment” and, the A&R Agreement as amended by the First Amendment and the Second Amendment, your “Employment Agreement”).

The Parties hereby acknowledge and agree as follows, effective as of the date first set forth above:

1.Section 3(a) of the Employment Agreement is deleted and replaced with the following:

“(a) Rate of Pay: Effective January 1, 2026 and until the Cessation Date (as defined below), you will be paid an annual base salary of USD$700,000, payable in equal installments, less all required withholdings, in accordance with the Company’s regular payroll schedule (the “Base Salary”). The Base Salary may be increased by the D-Wave board of directors, upon the recommendation of the compensation committee thereof, for inflation or as otherwise determined. The Base Salary shall not be decreased, and all bonuses payable to you shall be computed using the Base Salary set forth in the Third Amendment.”

2.Section 3 of the Employment Agreement is amended to add the following subsection (g):

“(g) The D-Wave board of directors has approved a grant to you of restricted stock units (“RSUs”) with an aggregate value of $13,488,000 under the D-Wave 2022 Equity Incentive Plan

(the “Plan”), with the number of RSUs to be determined based on the 60-day average share price prior to the date the Board approves the grant of the RSUs (the "Grant Date") and in accordance with the terms of the Plan. The RSUs shall vest quarterly over the four years starting on January 1, 2026 and ending on December 31, 2029 (the “Vesting Period”). Details of the grant of the RSUs will be set out in an award agreement issued under the Plan (an “Award Agreement”). You shall not be entitled to an additional grant of RSUs unless the D-Wave board of directors otherwise determines.”

3.Section 8 of the Employment Agreement is amended to add the following subsections (c) and (d):

“(c) If you cease to serve as CEO of D-Wave and/or the Company for any reason other than your death, your “Disability,” or a termination by D-Wave or the Company with “Cause” (as such terms are defined in the Severance Policy ), you agree that, if requested by the D-Wave Board of Directors, you shall make yourself available to serve, on a part-time basis only, as a consultant to D-Wave, pursuant to a written agreement negotiated between D-Wave and you in good faith, with the sole compensation for such consulting services being the continued vesting of the RSUs granted pursuant to this Agreement, for a period beginning at the earliest on the date you cease to serve as CEO (the “Cessation Date”) and ending on the last day of the Vesting Period (such period, the “Consulting Period”). For the avoidance of doubt, you agree that the post-termination terms and conditions of Sections 4 and 5 of this Agreement shall continue following the termination of the Consulting Period in accordance with their terms. Additionally, the post-termination restrictive covenants set forth in Section 6 shall continue until one year following the termination of the Consulting Period.

“(d) Notwithstanding anything to the contrary contained in the Plan, any applicable Award Agreement or otherwise, any unvested RSUs you hold on the Cessation Date that, in the absence of this Agreement, would otherwise be forfeited and cancelled on or after the Cessation Date (the “Remaining RSUs”), shall not be so forfeited or cancelled and instead shall continue to vest in accordance with the terms of the Plan or applicable Award Agreement through the end of the Consulting Period as if the Cessation Date did not occur, subject to you continuing to provide the requested part-time consulting services. In addition to the forfeiture conditions as set forth in the Award Agreement, if for any reason you voluntarily terminate your part-time consulting services prior to the end of the Consulting Period, any unvested RSUs you hold as of such termination shall be forfeited and cancelled without consideration therefor; provided, further, (i) if the D-Wave board of directors does not request that you continue as a part-time consultant following the Cessation Date, the Remaining RSUs shall automatically vest on the Cessation Date, or (ii) if the Company terminates your services as part-time consultant without Cause following the Cessation Date and prior to the last day of the Consulting Period, the Remaining RSUs shall automatically vest

on such termination date. For the avoidance of doubt, for purposes of the Remaining RSUs only, in the event that you resign or voluntarily cease to serve as CEO or any other position, you agree that your cessation as CEO or your change in position or status as an employee or consultant shall not constitute a termination without Cause or termination for “Good Reason” (as defined in the Severance Policy).”

4.This Third Amendment may not be amended, supplemented or modified in whole or in part except by an instrument in writing signed by the Parties.

5.Except as specifically amended, modified, or supplemented by this Third Amendment, all the terms, covenants, conditions, and provisions of the Employment Agreement shall continue unmodified and shall remain in full force and effect.

All other terms of your service as CEO of D-Wave and the Company will remain as set out in your Employment Agreement.

[Signature page follows]

Alan, thank you for your continued commitment to D-Wave.

Sincerely,

D-WAVE QUANTUM INC.

/s/ Steve West

Steve West

Chairman

D-WAVE COMMERCIAL INC.

/s/ John M. Markovich

John M. Markovich

Chief Financial Officer

ACKNOWLEDGED AND ACCEPTED BY:

/s/ Alan Baratz

Alan Baratz

Date: May 1, 2026

Signature Page to Third Amendment

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