QBTS 10-K & 10-Q changes, risk factors and insider trading

In this section, unless otherwise specified, the terms the "Company," “we,” “our,” “us,” “D-Wave,” and “D-Wave Quantum” refer to D-Wave Quantum Inc. and its consolidated subsidiaries. You should carefully review and consider the following risk factors in addition to the other information included in this Form 10-K, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” , the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and notes to the consolidated financial statements included herein. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on theour business, cash flows, financial condition and results of operations of D-Wave Quantum.operations. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by us that later may prove to be incorrect or incomplete. We may face additional risks and uncertainties that are not presently known to us, or that are currently deemed immaterial, which may also impair D-Wave Quantum’sour business or financial condition.

Risks Related to D-Wave Quantum’sOur Financial Condition and Status as an Early-Stage Company

Near term, our ability to generate revenue will largely be dependent on our ability to continue to develop and produce annealing quantum computers and hybrid quantum-classical solvers that are able to solve customer business problems at scale. LongerIn term,addition, our ability to generate revenue will also be dependentdepend on our ability to develop, produce and commercialize gate-model quantum computers. We have commercialized annealing quantum computers, butand weplan haveto notmake yetan commercialized ainitial gate-model quantum computer.computer Ourgenerally available in 2026. However, our product roadmap may not be realized as quickly as hoped, or at all.

Since our inception, we have incurred significant net losses. As of December 31, 20242025 and 2023,2024, the Companywe had an accumulated deficit of $626.9$982.0 million and $483.1$626.9 million, respectively. For the years ended December 31, 20242025 and 2023,2024, the Companywe incurred a net losslosses of $143.9$355.1 million and $82.7$143.9 million, respectively, and the Company had net cash outflows from operating activities of $42.6$72.0 million and $60.6$42.6 million, respectively. To date, our primary sources of capital have been through sales of our equity securities, debt financing, revenue from the sale of our products and services, and government assistance.

We expect to incur additional operating losses and negative cash flows from operating activities as we continue to expand our commercial operations and research and development programs. The extent of our future operating losses and the timing of profitability are highly uncertain, and we expect to continue incurring significant expenses and operating losses over the next several years. Any additional operating losses may have an adverse effect on our stockholders’ equity and the market price of our commonCommon stock,Shares, and we cannot assure you that we will ever be able to achieve profitability.

Even if we achieve profitability, we may not be able to sustain or increase such profitability. Additionally, our costs may increase in future periods and we may expend substantial financial and other resources on, among things, sales and marketing, the hiring of additional officers, employees, contractors and other service providers, and general administration, which may include a significant increase in legal and accounting expenses related to public company compliance, continued compliance and various regulations applicable to our business or arising from the growth and maturity of our company. Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our development efforts, obtain regulatory approvals, diversify our product and service offerings or continue our operations, and may cause the market price of our commonCommon stockShares to decline.

If we do not adequately fund our research and development efforts or use research and development teams effectively or build a sufficient number of annealing quantum computer production systems, we may not be able to achieve our technological goals, build sufficient systems, meet customer and market demand, or compete effectively and our business and operating results may be harmed.

Our estimates of market opportunity included in this Form 10-K may prove to be inaccurate and may not be indicative of our future growth or performance. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. While our estimateestimates of the TAM included in this Form 10-K isare made in good faith and isare based on assumptions and estimates we believe to be reasonable under the circumstances, thisthese estimateestimates may not prove to be accurate. Further, even if the estimateestimates of our market opportunity does prove to be accurate, we could fail to capture significant portions, or any portion, of the available markets. Alternatives to our quantum computing products may present themselves and if they do, could substantially reduce the market for our computing services. Advances in classical computing may prove more robust for longer than currently anticipated and could adversely affect the timing of any quantum advantage being achieved, if at all. Any expansions in our markets depend on a number of factors, including the cost, performance, and perceived value associated with our products and services. In making such forecasts, we rely on data provided by industry sources and customers, among other things, that we have not independently verified and such data may not be accurate, and any inaccuracy will affect the accuracy of our forecasts. The accuracy of our forecasts may also be affected by human error in the interpretation of such data.

We depend on, and anticipate that we will continue to depend on, various third-party suppliers in order to sustain and grow our business. Failure of any of these suppliers to continue to provide products and services to maintain, support or secure their technology platforms or our integrations, or errors or defects in their technologies, products or services, could adversely affect our relationships with our customers, damage our brand and reputation and result in delays or difficulties in our ability to provide our platform. Our ability to produce and scale our annealing and gate modelgate-model quantum computers is dependent also upon components we must source from the electronics and semiconductor industries. Shortages or supply interruptions in any of these components will adversely impact our financial performance.

Our platform and products depend on the ability to access and integrate with third-party cloud providers. In particular, we have developed our platform and products to integrate with certain third-party cloud providers and the third-party applications of other parties. If we choose or are required to change cloud providers, we will incur costs to port our platform and products to a new service and may experience service interruptions during a change of cloud provider. Generally, third-party cloud providers and the data we receive from the third-party cloud providers are written and controlled by the application provider. Any changes or modifications to the third-party cloud providers or the data provided could negatively impact the functionality of, or require us to make changes to, our platform and products, which would need to occur quickly to avoid interruptions in service for our customers. See “Risks Related to Our Business and Industry—Our products and services are dependent upon our relationship with third-party providers and any disruption of or interference with our use of such third-party providers would adversely affect our business, results of operations and financial condition” below.

Risks Related to D-Wave Quantum’sOur Business and Industry

Building quantum computers requires advances in both science and engineering, and we may not have the ability to deliver those advances. The markets in which we operate are still rapidly evolving and highly competitive and the impact of rapidly changing science and engineering technologies could have an impact on the delivery of our technical roadmap which means that future generations of products both in quantum annealing and in gate modelgate-model may be delayed or may never be delivered. We could also face the same challenges in our ability to scale our hybrid solvers to effectively meet commercial requirements. If this happens, our technical roadmap may be delayed or may never be achieved, either of which would have a material impact on our business, financial condition or results of operations.

•companies based in countries such as China, Russia, Canada, the United States, Australia andAustralia, the United Kingdom,Kingdom and Switzerland, and those in the European Union as of the date of this Form 10-K and we believe additional countries in the future;

The design and manufacturing of our quantum computers are dependent on a number of critical supplierssuppliers, and unknown supply chain issues that could delay the introduction of our products and services or cause a significant disruption in our supplier base could have a material adverse effect on our business, financial condition and results of operations.

•any reductionsreductions, delays or interruption in supply, including due to technological problems, a supplier's decision to re-prioritize their business with us or failure to perform satisfactorily under their agreement with us, equipment malfunctions, regulatory actionsactions, or disruptions on our global supply chain as a result of large scale public health restrictions or geopolitical factors, which we have experienced, and may in the future experience;

We may need to change our pricing model from time to time. As the market for our platform matures, or as competitors introduce new solutions that compete with ours, we may be unable to attract new customers at the same prices or based on the same pricing models that we have used historically. Our assessments of competitive pricing may not be accurate and we could be underpricing or overpricing our platform and services. Further, in the past we concentrated on selling the hardware needed for customers to run dedicated systems. We have now transitioned from selling systems to selling cloud services and have added professional services as well. Our limited history of selling cloud and professional services means we do not have long-term market data on the optimal method of pricing our services and maximizing the opportunities they represent. If we do not implement a services-based business well, our financial results may suffer. In addition, if the offerings on our platform or our services change, we may need to revise our pricing strategies. Any such changes to our pricing strategies or our ability to efficiently price our offerings could adversely affect our business, results of operations and financial condition. In addition, as we continue to expand internationally, we also must determine the appropriate pricing strategy to enable us to compete effectively internationally. Pricing pressures and decisions could result in reduced sales, reduced margins, losses or the failure of our platform to achieve or maintain more widespread market acceptance, any of which could negatively impact our overall business, results of operations and financial condition. Moreover, larger organizations, which are a primary focus of our direct sales efforts, may demand substantial price concessions. As a result, we may be required to price below our targets in the future, which could adversely affect our revenue, gross margin, profitability, cash flows and financial condition.

The quantum computing industry is in its early stages and is volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our products and services, if it encounters negative publicity or if our solutionsolutions doesdo not drive commercial engagement, the growth of our business will be harmed.

WeInitially, havewe focused our efforts on the optimization market with our annealing quantum computers, and in the near term expect our business to grow from this market. If optimization does not require quantum computing or if other classical or quantum solutions perform better than our products and services, we could see a decrease in customer uptake and revenue.

In addition, our growth and future demand for our products is highly dependent upon the adoption by developers and customers of quantum computing, as well as on our ability to demonstrate the value of quantum computing to our customers. Delays in future generations of our quantum computers or technical failures at other quantum computing companies could limit market acceptance of our solution.solutions. Negative publicity concerning our solutionsolutions or the quantum computing industry as a whole could limit market acceptance of our solution.solutions. While we believe quantum computing will solve many large-scale problems, we do not yet have evidence that quantum computers will be able to do so and such problems may never be solvable by quantum computing technology. If our customers do not perceive the benefits of our solution,solutions, or if our solutionsolutions doesdo not drive customer engagement, then our market may not develop at all, or it may develop more slowly than we expect. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations. If progress towards “quantum advantage” (as described below) slows relative to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and “quantum readiness.” This would harm or even eliminate revenues in the period before quantum advantage.

If our products andor services fail to deliver customer value to a broader range of customers than classical approaches, our business, financial condition and future prospects may be harmed.

“Quantum advantage” refers to the moment when a quantum computer can compute faster than existing classical computers, while quantum supremacy is achieved once quantum computers are powerful enough to complete calculations that traditional supercomputers cannot perform at all. Broad quantum advantage is when quantum advantage is seen in many applications and developers prefer quantum computers to a traditional computer. No current quantum computers, including the D-Wave quantum hardware, have reached a broad quantum advantage, and they may never reach such advantage. Achieving a broad quantum advantage will be critical to the success of any quantum computing company, including us. However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage. Other companies, including some of our customers, are working on classical approaches that target similar use cases, increasing competition and risk of not capturing market share. As quantum computing technology continues to mature, broad quantum advantage may take decades to be realized, if ever. If we cannot develop quantum computers that have quantum advantage, customers may not continue to purchase our products and services. If customers decide to wait until broad quantum advantage is reached, this could impair the growth of our business. If other companies’ quantum computers reach a broad quantum advantage prior to the time ours reachesreach such capabilities, it could lead to a loss of customers. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations. This is also true for our quantum-hybrid solvers in that they must also continue to deliver value compared to classical approaches.

The hardware and software underlying our platform and products is highly technical and complex. Our hardware and software have previously contained, and may now or in the future contain, undetected errors, bugs or vulnerabilities. In addition, errors, failures and bugs may be contained in our software utilized in building and operating our products or may result from errors in the deployment or configuration of QCaaS software. Some errors in our products may only be discovered after a product has been deployed or may never be generally known. In some instances, despite internal testing, we may not be able to identify the cause or causes of these problems or risks within an acceptable period of time. Any errors, bugs or vulnerabilities discovered in our products after it has been deployed,deployment, or never generally discovered, could result in interruptions in platform availability, product malfunctioning or data breaches. Since our customers may use our services for processes that are critical to their businesses, errors,errors and defects, security vulnerability, service interruptions or software bugs in our platform could result in losses to our customers and thereby result in damage to our reputation, adverse effects upon customers and users, loss of customers and relationships with third parties, significant expenditures of capital, a delay or loss in market acceptance, loss of revenue or liability for damages. In addition, provisions typically included in our agreements with our customers that attempt to limit our exposure to claims may not be enforceable or adequate and may not otherwise protect us from liabilities or damages with respect to any particular claim. Even if not successful, a claim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions and retain our customers.

A key application of our quantum annealing technology is for optimization problems which, while a very broad market, requires continued research and development in order for our products and services to fully address the optimization market, and if that research and development is not successful this may limit its adoption to a narrow range of customers. If we cannot successfully attract a broader range of customers to our quantum annealing technology, our business will be negatively impacted and could fail.

In addition, our planned quantumsuperconducting gategate-model system, which is a strategic milestone for our technical roadmap and commercialization, is not yet available for customers and may not become available on the timelines we expect or at all.

Our operations rely on information technology systems for the use, storage and transmission of sensitive and confidential information with respect to our customers, our customers’ customers, our employees and other third parties. Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of products and services have been and are expected to continue to be targeted. Sophisticated hackers and cybercriminals, including,including nation-state and nation-state supported actors, employ advanced techniques, including social engineering (phishing), automated attacks (such as denial-of-service attacks), malicious code (such as viruses and worms), ransomware, and employee theft or misuse, which may evade detection for extended periods. In addition to our own security measures, due to our use of third-party cloud infrastructure, we depend in part on third-party security measures to protect against cybersecurity-related attacks. Despite efforts to create security barriers to such threats, it is not feasible, as a practical matter, for us to entirely mitigate these risks, as the techniques used to obtain unauthorized access to or compromise of our systems change frequently. A breach of our networks, or those of our service providers or vendors, could result in unauthorized access to, use of, loss of, or unauthorized disclosure of, sensitive and confidential information, including personal information of customers or employees, and disruption of business operations. Such incidents could materially adversely affect our business through impaired customer relationships, loss of sales and customers, potential fines and lawsuits, significant legal and remediation costs, and damage to our brand.

As part of our business strategy, we have entered into and may enter into additional contracts with state and/or federal government entities, which subjects our business to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation. These governmentGovernment contracts customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to contractors.contracts. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or modify contracts for convenience, and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source.

Government contracts are also generally subject to greater scrutiny by the government than commercial contracts are by commercial customers. For example, in the United States, government agencies can initiate reviews, audits and investigations regarding our compliance with government contract requirements. In addition, if we fail to comply with government contracting laws, regulations and contract requirements, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our contracts, the Federal Civil False Claims Act (including treble damages and other penalties), or criminal law. In particular, the False Claims Act's "whistleblower" provisions also allow private individuals, including present and former employees, to sue on behalf of the U.S. government. Any penalties, fines, suspension, or damages could adversely affect our ability to operate our business and our financial results. Responding to any investigation or action relating to government contracts could result in a significant diversion of management's attention and resources and significant defense costs and other professional fees. Similar procurement, budgetary, contract, and audit risks may also apply to our doing business with international government entities.

Our customers also include non-U.S. governments. Similar procurement, budgetary, contract, and audit risks that apply in the context of U.S. government contracting may also apply to our doing business with these entities. In addition, compliance with complex regulations and contracting provisions in a variety of jurisdictions can be expensive and consume significant management resources.

We may be unsuccessful in navigating such risks, which could have a material adverse impact on our business operations, financial results and growth plans. In addition, the implementation of more restrictive trade policies, including the recent imposition of further tariffs in the U.S. and retaliatory tariffs in response thereto, or the renegotiation of existing international trade agreements could have a material adverse effect on our business operations, financial results and growth plans.

If we engage in additional acquisitions, divestitures, strategic investments or strategic partnerships and fail to achieve favorable results, our business, financial condition and operating results could be harmed.

Our business model is focused primarily on generating revenue from providing customers access to our quantum computing systems via the cloud in the form of quantum computing as a service ("QCaaS") products, and from providing professional services wherein we assist our customers in identifying and implementing quantum computing applications.applications, as well as selling our quantum computer systems to customers. We have threefour operating facilities, which we lease, in North America. These facilities are located in Burnaby, British Columbia, Richmond, British Columbia, Palo Alto, California, and New Haven, Connecticut. In addition, we plan to transition our corporate headquarters before the end of 2026 from Palo Alto, California.California to Boca Raton, Florida, and open a key U.S. R&D facility in Boca Raton, Florida under a new lease agreement.

During the years ended December 31, 20242025 and 2023,2024, we generated revenue totaling $8.8$24.6 million and $8.8 million, respectively. We have incurred significant operating losses since inception. For the years ended December 31, 20242025 and 2023,2024, our operating losses were $100.4 million and $77.2 million, respectively, and our net losses were $143.9$355.1 million and $82.7$143.9 million, respectively. The differences between operating and net losses were principally due to $270.5 million and $68.2 million, respectively, of mark-to-market charges related to the value of our publicly traded warrants. We expect to continue to incur significant losses for the foreseeable future as we continue to invest in a number of research and development programs as well as a variety of go-to-market initiatives. As of December 31, 2024,2025, we had an accumulated deficit of $626.9$982.0 million.

Unfavorable conditions in the economy in the United States, Canada and abroad, including conditions resulting from changes in inflationary pressure, gross domestic product growth, financial and credit market fluctuations, banking collapses and related uncertainty, international trade relations, political turmoil, natural catastrophes, outbreaks of contagious diseases, warfare and terrorist attacks on the United States, Europe or elsewhere, including military actions affecting Russia, Ukraine, IsraelIsrael, Venezuela, the Middle East, or elsewhere, could cause a decrease in business investments onin our products and negatively affect the growth of our business and our results of operations. However, to date, these unfavorable conditions have not affected our business.

We currently generate our revenue primarily through subscription sales to access our QCaaS cloud platform andplatform, professional services related to the development and implementation of quantum computing applications and delivery of quantum computing application training. The Company also sells its superconducting annealing quantum computer systems to customers. QCaaS revenue is recognized on a ratable basis over the contract term, which generally ranges from one month to two years. Professional services revenue is recognized over time on a percentage of completion basis using the costs incurred input measure of progress.

Cost of revenue for quantum computing systems includes direct manufacturing costs, such as materials and labor for system production, as well as expenses related to installation, warranty,maintenance, and support. Additionally, it includes shipping and handling costs associated with delivering the systems. These costs are also expensed as incurred.

We expect our total cost of revenue to trend upward in absolute dollars in future periods, corresponding to our anticipated growth in revenue and the higher costs that are necessary to support our customers, maintain the QCaaS cloud offering, operate our quantum computing systems, and deliver our professional services. WeOver the long term, as QCaaS becomes a larger component of our revenue mix, we expect ourgross cost of revenue as a percentage of total revenuemargin to trendimprove, downwardreflecting overthe timelower duedelivery to a higher mixcosts of QCaaS revenue that has a lower cost to deliver comparedrelative to professional service revenue.services.

We expect our research and development expenses will trend upward on an absolute dollar basis for the foreseeable future as we continue to invest in research and development efforts to enhance the performance of our annealing quantum computers, tofurther complete the development ofdevelop our gate modelgate-model quantum computer, advance our superconducting bump bond process, upgrade our printed circuit board packaging manufacturing, and to broaden the functionality,functionality and improve the reliability, availability and scalability of our QCaaS cloud platform. If in the future we receive government grants and research incentives, which have historically offset a portion of research and development costs, these costs could decrease in absolute dollars. Also, non-cash share basedstock-based compensation expenses may cause upward and downward fluctuations in these costs from time to time.

We expect our general and administrative expenses to increase in absolute dollars for the foreseeable future as we continue to invest in more comprehensive compliance and governance functions, increased IT security and compliance, and expanded internal controls over financial reporting in accordance with the Sarbanes-Oxley Act of 2002.Act. However, non-cash stock-based compensation expenses may cause upward and downward fluctuations in these costs from time to time.

Cost of revenue decreasedincreased by $0.9$1.0 million, or 21%,31%, to $4.3 million for the year ended December 31, 2025 as compared to $3.3 million for the year ended December 31, 2024 as compared to $4.1 million for the year ended December 31, 2023.2024. The decreaseincrease in cost of revenue was primarily drivendue byto aan decreaseincrease in non-cashinfrastructure stock-based compensationcosts of $0.6$0.5 million and personnelsystem sales-related costs of $0.2$0.4 million.

Research and development expenses decreasedincreased by $2.6$15.4 million, or 7%,44%, to $50.7 million for the year ended December 31, 2025 compared to $35.3 million for the year ended December 31, 2024 compared to $37.9 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily driven by a decrease in stock-based compensation expenses of $3.2 million, partially offset by an increase in fabrication costs of $5.7 million, personnel costs of $0.4$5.3 million and professionalstock-based feescompensation expense of $0.4$2.8 million.

General and administrative expenses decreasedincreased by $4.6$8.8 million, or 12%,27%, to $41.2 million for the year ended December 31, 2025 as compared to $32.4 million for the year ended December 31, 2024 as compared to $37.0 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily driven by decreasesincreases in personnel expenses of $4.5 million, professional fees of $3.8$4.1 million,million and stock-based compensation expense of $3.2 million and insurance costs of $1.0$1.9 million, partially offset by ana increasedecrease in personnelbad debt expenses of $2.3 million, due primarily to a $1.3 million and credit loss expensesrecorded in 2024, compared to a $1.0 million recovery of $1.3the million.Zapata Note recorded in 2025 (as defined in Note 5 - Balance sheet details to the accompanying consolidated financial statements) (see Note 5 - Balance sheet details to the accompanying consolidated financial statements).

Sales and marketing expenses increased by $4.8$13.7 million, or 47%,91%, to $28.8 million for the year ended December 31, 2025 as compared to $15.1 million for the year ended December 31, 2024 as compared to $10.3 million for the year ended December 31, 2023.2024. The increase was primarily driven by increases in personnel costs of $3.3$7.2 million, marketing expenses of $2.9 million and stock-based compensation expense of $0.8 million, travel expenses of $0.4 million and marketing expenses of $0.3$2.2 million.

TheChange in fair value of Term Loan increasedwas byzero for the year ended December 31, 2025 as compared to $0.6 million for the year ended December 31, 2024 as compared to a decrease of $0.6 million for the year ended December 31, 2023.2024. On April 13, 2023, the Company entered into a Term Loan with PSPIB.PSPIB Unitas Investments II Inc. ("PSPIB"). The Company opted for the fair value option for accounting for the Term Loan (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policies to the accompanying consolidated financial statements). Changes in the fair value of the Term Loan, excluding changes due to the Company's own credit risk, were recorded as gains or losses in the Company’s consolidated statements of operations and comprehensive loss in each reporting period. The fair value of the Term Loan varied primarily based on the market yield rate, market yield volatility,volatility and the probabilities of various settlement scenarios. The Company fully repaid and extinguished the Term Loan on October 22, 2024.2024; as a result, no fair value change was recorded for the year ended December 31, 2025.

Gain (loss) on investment in marketable equitysecurities, securitiesnet

Gain (loss) on investment in marketable equity securities increased by $1.5 million for the year ended December 31, 2024 as compared to zero for the year ended December 31, 2023. On January 5, 2024, anthe same former investee of the Company was acquired for a combination of cash and stock in an observable orderly transaction. Consequently, the carrying value of the Company's investment was adjusted based on the consideration received, resulting in a net gain of $1.7 million, partially offset by a loss associated with the fair value of the conversion feature of the Zapata Note. There was no similar activity for the year ended December 31, 2025.

The change in fair value of warrant liabilities increasedwas byan $68.5increase of $270.5 million for the year ended December 31, 20242025 as compared to aan decreaseincrease of $0.3$68.2 million for the year ended December 31, 2023.2024. The fair value of the warrant liabilities variesvaried primarily with the trading price of the Public WarrantsWarrants, which were listed on the New York Stock Exchange (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policies and Note 1011 - Warrant Liabilities to the accompanying condensed consolidated financial statements). As theThe trading price of the Public Warrants appreciates,increased during the year ended December 31, 2025, generally in correlationline with the appreciation of the trading price of the Company’sCommon commonShares, stock,resulting in a corresponding increase in the fair value of the warrant liabilitiesliabilities. increases.The Company had no Public Warrants outstanding following the redemption of the remaining 270,820 Public Warrants on November 19, 2025 pursuant to the Warrant Agreement.

Other income (expense), net increaseddecreased by $5.6$7.0 million or 606%,241%, to a net other incomeexpense of $4.6$4.1 million for the year ended December 31, 20242025 as compared to a net other expenseincome of $0.9$2.9 million for the year ended December 31, 2023.2024. The increasedecrease was primarily driven by the impact of net foreign exchange gainsloss of $6.9 million driven by appreciationdepreciation of the U.S. Dollar against thecertain Canadianforeign Dollar of $4.0 million, and an increase in interest income of $1.4 million due primarily to interest earned on higher cash and cash equivalent balances.currencies.

In conjunction with the Merger with DPCM, the Company and D-Wave Systems entered into a purchase agreement with Lincoln Park Capital Fund, LLC ("Lincoln Park") on June 16, 2022 (the "Purchase Agreement") which providesprovided D-Wave the sole right, but not the obligation, to direct Lincoln Park to buy specified dollar amounts up to $150 million of D-Wave'sCommon common stock, par value $0.0001 per shareShares through November 1, 2025. The Purchase Agreement may provideprovided the Company and D-Wave with additional liquidity to fund the business, subject to the conditions set forth in the agreement, including volume limitations tied to periodic market prices, ownership limitations restricting Lincoln Park from owning more than 9.9% of the then total outstanding share of common stock of the Company, par value $0.0001, (the "Common Shares") and a floor price of $1.00 at or below which the Company maycould not sell any Common Shares to Lincoln ParkPark. anyFor Common Shares.Shares Whensold by the Company sells shares to Lincoln Park, Lincoln Park may resell all, some, or none of those Common Shares at any time or from time to time in its sole discretion. During the year ended December 31, 2024, the Company has received $44.3 million in proceeds through the issuance of 34,860,416 Common Shares to Lincoln Park under the Purchase Agreement. In order for the Company to issue Common Shares under the Purchase Agreement, the Company's share price mustwas required to be above the floor price of $1.00. There is no assurance thatDuring the flooryear priceended willDecember not31, fall below $1.00 preventing2025, the Company fromissued being3,873,113 ableCommon to make salesShares to Lincoln Park inunder the future.Purchase Agreement, resulting in $37.8 million of net proceeds. As of December 31, 2024,2025, D-Wave had $37.8completed million100% of issuancethe capacityissuances available under the Purchase Agreement.

On May 24, 2024, the Company entered into an at-the-market sales agreement (the "$100M ATM") with Needham & Company, LLC, B. Riley Securities, Inc., and Roth Capital Partners, LLC (the "$100M ATM Agents"). Under this agreement, the Company could sell sharesCommon of its common stockShares with an aggregate offering price of up to $100.0 million through or to the $100M ATM Agents. During the year ended December 31, 2024, the Company has received $97.2 million in net proceeds through the issuance of 49,812,287 Common Shares under the Sales Agreement.Shares. As of December 31, 2024,2025, D-Wave had zerocompleted issuance100% capacityof the issuances available under the ATM$100M Agreement.ATM.

On December 9, 2024, the Company entered into aits newsecond at-the-market sales agreement (the "$75M ATM"), with Needham & Company, LLC, Roth Capital Partners, LLC, B. Riley Securities, Inc., and Craig-Hallum Capital Group, LLC (the "$75M ATM Agents"). Under this agreement, the Company could sell sharesCommon of its common stockShares with an aggregate offering price of up to $75.0 million through or to the $75M ATM Agents. During the year ended December 31, 2024, the Company has received $72.9 million in net proceeds through the issuance of 15,576,628 Common Shares under the Sales Agreement.Shares. As of December 31, 2024,2025, D-Wave had zerocompleted issuance100% capacityof the issuances available under the ATM$75M Agreement.ATM.

On January 10, 2025, the Company entered into anotherits third at-the-market sales agreement (the "$150M ATM"), with Needham & Company, LLC, Stifel, Nicolaus & Company, Incorporated, B. Riley Securities, Inc., Roth Capital Partners, LLC, The Benchmark Company, LLC, and Craig-Hallum Capital Group, LLC (the "$150M ATM Agents"). Under this agreement, the Company could sell sharesCommon of its common stockShares with an aggregate offering price of up to $150.0 million through or to the $150M ATM Agents. AsDuring ofthe three months ended March 14,31, 2025, the Company has received $146.2$146.1 million in net proceeds through the issuance of 24,604,021 Common Shares under the Sales Agreement.Shares. As of MarchDecember 14,31, 2025, D-Wave had zerocompleted issuance100% capacityof the issuances available under the ATM$150M Agreement.ATM.

Sales under these agreements are classified as "at-the-market" equity offerings under Rule 415(a)(4) of the Securities Act and may be conducted on the NYSE or other trading platforms. The $100M ATM Agents, $75M ATM Agents, $150M ATM Agents willand use$400M ATM Agents (collectively, the "Agents") used commercially reasonable efforts to sell sharesCommon Shares based on the Company’s instructions. The compensation to the Agents iswas up to 3.0% of the gross sales price, along with expense reimbursements. The Company has also agreed to provide indemnification against certain liabilities under the Securities Act.

The Company iswas not obligated to sell sharesCommon Shares under any of these sales agreements. Each agreement maycould behave been terminated by: (a) the election of the applicable Agents upon the occurrence of certain adverse events, (b) five business days’ advance notice from the Company to the applicable Agents or five days’ advance notice from any of the applicable Agents to the Company or (c) otherwise by mutual agreement of the parties pursuant to the terms of the Salesapplicable Agreement.sales agreement.

In addition, we successfully repaid a significant portion of our outstanding debt obligations, including the Term Loan and Security Agreement ("Term Loan") with PSPIB Unitas Investments II Inc. ("PSPIB" or the "Lender"), a related party to the Company's largest shareholder as of December 31, 2024, that was initially entered into on April 13, 2023 (the "Closing Date"). The Term Loan, outlined in Note 78 - Loans payable, net to the consolidated financial statements, provided for $50.0 million in three tranches, subject to certain terms and conditions. The Company drew down two tranches totaling $30.0 million and, on October 22, 2024, the Company had prepaid the entire the Term Loan, including $30.0 million in principal and $4.3 million in accrued PIKpayable in kind interest.

For the year ended December 31, 2024,2025, net cash used in operating activities was $42.6$72.0 million, aan decreaseincrease of $18.0$29.3 million from $60.6$42.6 million for the year ended December 31, 2023.2024. The change is primarily due to an increase in net loss of $211.2 million and an increase in cash absorbed by working capital of $35.5 million (primarily related to recognition of deferred revenue), offset by an increase in noncash items added back to net loss of $55.6 million and an increase in cash released from working capital of $23.6 million, offset by an increase in net loss of $61.2$217.4 million. The increase in noncash items was primarily due to an increase in change in fair value of warrant liabilities of $68.5$202.3 million, partiallyan offset by a decreaseincrease in stock-based compensation of $6.3$7.0 million, an increase in non-cash interest expense of $5.4 million and an increase in unrealized foreign exchange gainloss of $4.3$5.1 million, andpartially aoffset gainby onan marketableincrease securitiesin non-cash interest income of $1.5$3.9 million. The decreaseincrease in cash absorbed by working capital was primarily driven by ana increaseddecreased change in deferred revenue of $15.7$32.6 million, an increased change in other non-current assets, net of $2.6 million and an increased change in inventories of $2.2 million, partially offset by an increased change in accrued expenses and other current liabilities of $6.9$1.4 million and a decreased change in prepaid expenses and other current assets of $1.0 million.

Net cash used in investing activities during the year ended December 31, 20242025 was $3.1$251.1 million, an increase of $2.5$248.0 million from $0.6$3.1 million for the year ended December 31, 2023.2024. The increase is primarily duereflects to an increase in purchasepurchases of propertymarketable anddebt equipmentsecurities of $1.5$247.8 million andduring athe purchaseyear ofended aDecember convertible31, note2025, ofwhich $1.0did million.not occur during the year ended December 31, 2024.

Net cash provided by financing activities during the year ended December 31, 20242025 was $182.5$779.1 million, an increase of $86.8$596.7 million from $95.6$182.5 million for the year ended December 31, 2023.2024. The increase is primarily due to an increase in proceeds from the issuance of commonCommon stockShares pursuant to theat-the-market ATM Agreementsofferings of $169.9$366.8 million, an increase in proceeds from issuance of Common Shares upon exercise of Warrants of $202.9 million, the non-recurrence of $30.0 million in debt repayments related to the Term Loan and an increase in proceeds from the issuance of Common Shares upon exercise of stock options of $10.1 million, partially offset by an increase in debt repayments of $30.0 million, a decrease in debt financing proceeds of $29.0 million, a decrease in proceeds from the issuance of commonCommon stockShares pursuant to the Purchase Agreement ofwith $19.4Lincoln million, a decrease in proceedsPark of government assistance of $3.0 million and an increase in the payment of tax withheld for common stock issued under stock-based compensation settlements of $2.7$6.5 million.

The critical accounting estimates, assumptions and judgementsjudgments we believe to have the most significant impact on our audited annual consolidated financial statements are described below. See Note 2 - Basis of Presentation and Summary of Significant Accounting Policies to the audited consolidated financial statements included elsewhere in this Form 10-K for additional information related to critical accounting estimates and significant accounting policies.

When we determine that our contracts with customers contain multiple performance obligations, for these arrangements, we allocate the transaction price based on the relative standalone selling price (“SSP”) method by comparing the SSP of each distinct performance obligation to the total value of the contract. We use the SSP for products and services sold together in a contract to determine whether there is variable consideration (e.g. discount) to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when we don'tdo not sell the product or service separately, we determine the SSP by considering overall pricing objectives and market conditions, including cost plus a reasonable margin. Significant pricing practices taken into consideration include our discounting practices, the customer demographic, price lists, our go-to-market strategy, historical and current sales and contract prices. In instances where we do not sell or price a product or service separately, we maximize the use of observable inputs by using information that may include market conditions.

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 78 - Loans payable, net to the accompanyingaudited consolidated financial statements included elsewhere in this Form 10-K for additional information concerning the SIF Loan.

The accounting treatment for the SIF Loan considers the "sale of future revenues" guidance outlined in 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 effective interest rate. For the year ended December 31, 2024 and 2023, the Company recognized gains related to catch-up method adjustments to the accrued interest portion of the loans payable, net balance of $0.2 million and $2.9 million, respectively, which are included in interest expense on the consolidated statements of operations and comprehensive loss. 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.

A discussion of recent accounting pronouncements is included in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies to our audited consolidated financial statements included elsewhere in this Form 10-K.

In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.standards, Therefore, as an emerging growth company we can delaydelaying the adoption of certain accounting standards until those standards would otherwise apply to private companies. We havequalified as an emerging growth company from October 2022 through December 31, 2025, and irrevocably elected to avail ourselves of this extended transition period and,during asthat time period. As a result, from October 2022 through December 31, 2025, we willdid not adopt new or revised accounting standards on the relevant dates on which adoption of such standards iswas required for other public companies. In addition, as an emerging growth company,company from October 2022 through December 31, 2025, we maywere permitted to take advantage ofof, and availed ourselves of, certain reduced disclosure and other requirements that are otherwise applicable generally to public companies. D-Wave Quantum will take advantage of these exemptions until such time that it is no longer an emerging growth company. D-Wave Quantum will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement; (ii) the last day of the fiscal year in which its total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which it has issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which it is deemed to be a large accelerated filer under the rules of the SEC.

ThereExcept as set forth below, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026.2026:

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes contained in Part I, Item I1 of this Report, as well as our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. The following discussion contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including risks described in this Report, and the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. In this section, unless otherwise specified, the terms “we”, “our”, “us”, “D-Wave"” or the "“Company"” refer to D-Wave Quantum Inc. and its subsidiaries following the closing of the Merger (the "Closing") while "“D-Wave Systems"” refers to D-Wave Systems Inc. prior to thesuch Closing.closing. All other capitalized terms have the meanings ascribed thereto elsewhere in this Report. All dollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated.

We have four operating facilities, which we lease, in North America. These facilities are located in Burnaby, British Columbia, Richmond, British Columbia, Palo Alto, California, and New Haven, Connecticut. In addition, we plan to transition our corporate headquarters before the end of 2026 from Palo Alto, California to Boca Raton, Florida, and open a key U.S. R&D facility in Boca Raton, Floridathere under a new lease agreement.

During the threesix months ended MarchJune 31,30, 2026 and 2025, we generated revenue totaling $2.9$5.9 million and $15.0$18.1 million, respectively. We have incurred significant operating losses since inception. For the threesix months ended MarchJune 31,30, 2026 and 2025, our operating losses were $54.7$108.0 million and $11.3$37.8 million, respectively, and our net losses were $46.8$66.4 million and $5.4$172.8 million, respectively. We expect to continue to incur significant losses for the foreseeable future as we continue to invest in a number of research and development programs as well as a variety of go-to-market initiatives. As of MarchJune 31,30, 2026, we had an accumulated deficit of $1.0 billion.

Revenue from quantum computing system sales and system upgrade projects is recognized over time during the installation or upgrade period using an input method, with progress measured based on costs incurred to date relative to total estimated costs, a percentage-of-completion approach, as the Company concludesconcluded that the criteria for over-time revenue recognition under ASC 606 are met. Revenue from system upgrade projects is also recognized over time using an input method, measuring progress based on costs incurred to date relative to total estimated costs. This approach is applied to system sales and upgrade projects that span multiple reporting periods and meet the criteria for over-time revenue recognition in accordance with ASC 606. Both revenue from quantum computing system sales and revenue from system upgrade projects are classified within system sales in our financial statements.

We expect our total cost of revenue to trend upward in absolute dollars in future periods, corresponding to our anticipated growth in revenue and the higher costs that are necessary to support our customers, maintain the Leap service, install and operate our quantum computing systems, and deliver our professional services. Over the long term, we expect QCaaS to become a larger component of our revenue mix and gross margin to improve, reflecting the lower delivery costs of QCaaS relative to professional services. In addition, our revenue mix may also shift toward quantum computing system sales in certain periods. As a result, gross margins may fluctuate depending on the relative contribution of QCaaS, system sales, and professional services in a given period.

Sales and marketing expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation for personnel, direct advertising, marketing and promotional material costs, sales commission expense, consulting fees and allocated facility costs for our sales and marketing functions. We intend to continue to make significant investments in our sales and marketing organization to drive additional revenue, expand our global customer base, and broaden our brand awareness. We expect our sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future. However, non-cash stock-based compensation expenses may cause upward and downward fluctuations in these costs from time to time.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Revenue decreased by $12.1$12.2 million, or 81%,67%, to $2.9$5.9 million for the threesix months ended MarchJune 31,30, 2026 as compared to $15.0$18.1 million for the threesix months ended MarchJune 31,30, 2025. The decrease was primarily driven by a decrease in system sales of $12.6$13.3 million, partially offset by an increase in QCaaS revenue of $0.2$0.8 million and an increase in professional serviceservices revenue of $0.2$0.4 million. The decrease in system sales was primarily due to the timing of revenueprogress recognition,recognized asunder $12.6the millionpercentage-of-completion ofmethod on the system salescontracted wasfor recognizeddelivery in the three months ended March 31, 2025, with no comparable system sales recognized in the currenteach period.

Cost of revenue decreasedincreased by $0.1$0.2 million, or 7%,8%, to $1.0$2.4 million for the threesix months ended MarchJune 31,30, 2026 as compared to $1.1$2.2 million for the threesix months ended MarchJune 31,30, 2025. The decreaseincrease in cost of revenue was primarily due to aan decreaseincrease in system sales-relatedpersonnel-related costs.

Research and development expenses increased by $15.5$31.0 million, or 151%,135%, to $25.8$54.0 million for the threesix months ended MarchJune 31,30, 2026 compared to $10.3$23.0 million for the threesix months ended MarchJune 31,30, 2025. The increase was primarily driven by increases in personnel costs of $5.8$10.8 million, depreciation and amortization of $7.4 million and stock-based compensation expense of $3.1 million and fabrication costs of $2.6$6.1 million.

General and administrative expenses increased by $12.3$18.6 million, or 155%,108%, to $20.3$35.7 million for the threesix months ended MarchJune 31,30, 2026 as compared to $8.0$17.1 million for the threesix months ended MarchJune 31,30, 2025. The increase was primarily driven by an increase in professional fees of $6.7$7.2 million (largely comprised of transaction expenses from the Acquisition), an increase in personnel expenses of $2.5$4.6 million and acquisition-related insurance expenses of $1.8$2.1 million.

Sales and marketing expenses increased by $3.6$8.2 million, or 51%,61%, to $10.5$21.8 million for the threesix months ended MarchJune 31,30, 2026 as compared to $6.9$13.6 million for the threesix months ended MarchJune 31,30, 2025. The increase was primarily driven by increases in personnel costs of $3.6 million, marketing expenses of $1.3$2.1 million, personnel costs of $1.0 million and stock-based compensation expense of $0.7$1.3 million.

Interest income increased by $2.7$3.4 million, or 87%, to $5.8$10.8 million for the threesix months ended MarchJune 31,30, 2026 as compared to $3.1$7.4 million for the threesix months ended MarchJune 31,30, 2025. The increase was driven primarily by interest earned on higher cash and cash equivalent balances and the Company’s investment in short-term government debt.

Interest expense increased modestly to $0.3$0.5 million for the threesix months ended MarchJune 31,30, 2026 as compared to $0.2$0.4 million for the threesix months ended MarchJune 31,30, 2025.

Gain on investment in marketable securities, net was a gain of $1.9 million for the threesix months ended MarchJune 31,30, 2026 as compared to no gain or loss for the threesix months ended MarchJune 31,30, 2025. The gain in the current period was attributable to an observable price change resulting from a third-party transaction involving the Company’s investment in a privately-held company. Accordingly, the carrying value of the investment was adjusted based on the transaction price, resulting in a net gain. There was no similar activity for the threesix months ended MarchJune 31,30, 2025.

The change in fair value of warrant liabilities was zero for the threesix months ended MarchJune 31,30, 2026 as compared to a decrease of $3.9$138.1 million for the threesix months ended MarchJune 31,30, 2025. The fair value of the warrant liabilities varied primarily with the trading price of the Public Warrants, which were listed on the New York Stock Exchange.NYSE. The trading price of the Public Warrants decreased during the threesix months ended MarchJune 31,30, 2025, generally in line with the decline in the trading price of the Common Shares, resulting in a corresponding decrease in the fair value of the warrant liabilities. The Company had no Public Warrants outstanding following the redemption of all remaining warrants on November 19, 2025 pursuant to the Warrant Agreement.

Other income (expense), net increased by $1.5$4.8 million or 154%,126%, to a net other expenseincome of $0.5$1.0 million for the threesix months ended MarchJune 31,30, 2026 as compared to a net other incomeexpense of $0.9$3.8 million for the threesix months ended MarchJune 31,30, 2025. The increase was primarily driven by the impact of net foreign exchange gain in the prior period of $1.4$4.8 million drivenresulting byfrom appreciation of the U.S. Dollar against certain foreign currencies.

Income tax benefit,benefit (provision), net

Income tax benefit,benefit (provision), net was $28.5$28.4 million for the threesix months ended MarchJune 31,30, 2026 as compared to zero for the threesix months ended MarchJune 31,30, 2025. The increase was primarily driven by deferred tax liabilities assumed in connection with the Quantum Circuits acquisition. The deferred tax liabilities provided an additional source of taxable income required to utilize existing deferred tax assets, which resulted in the partial release of the valuation allowance against the deferred tax assets.

The Company has historically raised capital through equity issuances, including at-the-market (“ATM”) offerings, aan purchaseEquity agreementLine of Credit (“ELOC”) with Lincoln Park,Park Capital Fund (“Lincoln Park”), and warrant exercises.

As of December 31, 2025, the Company had completed all issuances under its prior equity programs, including the Lincoln Park purchase agreementELOC and its ATM sales agreements. During the year ended December 31, 2025, the Company received significant net proceeds from these programs, as well as from warrant exercises, which strengthened its liquidity position.

The Company hadhas no Public Warrants outstanding as of March 31,during 2026 following the redemption of all remaining warrants in November 2025 pursuant to the Warrant Agreement.

Our cash flows from operating activities are significantly affected by the growth of our business, and are primarily related to research and development, sales and marketing and general and administrative activities. Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accountsour payable,working accountscapital receivable and other current assets and liabilities.balances.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $45.0$73.5 million, an increase of $25.7$38.9 million from $19.3$34.6 million for the threesix months ended MarchJune 31,30, 2025. The change is primarily due to ana increasedecrease in net loss of $12.9$106.4 million, offset by an increase in cash released from working capital of $8.3$9.2 million (primarily related to the recognition of deferred revenue) and a decrease in noncash items added back to net loss of $21.0$154.5 million (primarily related to higherdecreased non-cash charges related to remeasurement of the warrant liability, offset by increased non-cash deferred incometax tax, stock-based compensation and depreciation and amortizationbenefits).

Net cash used in investing activities during the threesix months ended MarchJune 31,30, 2026 was $252.1$260.6 million, an increase of $251.6$260.2 million from $0.5$0.4 million for the threesix months ended MarchJune 31,30, 2025. The increase primarily reflects cash consideration for the Acquisition of $250.8$252.8 million during the threesix months ended MarchJune 31,30, 2026,2026. whichThere didwas notno occursimilar activity during the threesix months ended MarchJune 31,30, 2025.

Net cash used by financing activities during the threesix months ended MarchJune 31,30, 2026 was $0.1$4.8 million, as compared to net cash provided by financing activities of $145.6$675.0 million for the threesix months ended MarchJune 31,30, 2025. The change is primarily due to a decrease in proceeds from the issuance of Common Shares pursuant to at-the-marketequity offerings of $146.1$574.5 million, and a decrease in proceeds from warrant exercises of $99.3 million.

As of MarchJune 31,30, 2026, there have been no material changes with regard to contractual obligations from those disclosed in our "“Management's Discussion and Analysis on Financial Condition and Results of Operations—Contractual Obligations and Commitments"” in our Annual Report on Form 10-K for the year ended December 31, 2025.