D-Wave Quantum (NASDAQ: QBTS) Securities Class Action: FAU System Sale, Revenue Recognition and December 14, 2026 Lead Plaintiff Deadline

The earlier Fessler complaint alleges broadly that D-Wave overstated its business and financial prospects during 2026. The later-filed Lawrence complaint is more specific: it alleges D-Wave understated how long it would take to prepare customer sites, install its quantum-computing systems, calibrate those systems, and recognize revenue from system sales — and thereby overstated its ability to convert a reportedly strong sales pipeline and bookings into executed contracts and near-term recognized revenue.

The best description is a system-sale timing, revenue-recognition, and commercial-conversion case — not simply that 'D-Wave missed revenue estimates.' The allegations have not been proven.

Yes. At least two substantially overlapping federal securities complaints have been filed in the Northern District of California. Fessler v. D-Wave Quantum Inc. was filed October 15, 2026 and pleads a February 26–August 25, 2026 class period. Lawrence v. D-Wave Quantum Inc. was filed October 20, 2026 and pleads a February 27–August 25, 2026 class period — a start date tied to D-Wave's Form 10-K filing (D-Wave released its FY2025 results and held its earnings call on February 26).

Both name D-Wave, Alan Baratz, and John Markovich, but the Lawrence complaint adds more detailed allegations about system-sale revenue recognition, the Florida Atlantic University transaction, and executive stock sales. This page uses the broader February 26 start that the current PSLRA notices use, and a single lead-plaintiff deadline of December 14, 2026. Future court proceedings may address coordination or consolidation of the overlapping actions.

D-Wave develops quantum-computing systems, software, and services. Its revenue comes from three principal sources: Quantum Computing as a Service (QCaaS); professional services; and sales of physical quantum-computer systems. The newer securities complaint focuses particularly on the timing of revenue from physical system sales — which is what differentiates it from generic 'quantum hype' litigation.

A physical quantum computer cannot simply be shipped like an ordinary server. The process can involve site preparation, system construction, installation, calibration, and making the system fully operational — and D-Wave recognizes system-sale revenue on a percentage-of-completion basis. In other words, a signed $20 million system contract does not necessarily create $20 million of revenue in the quarter the contract is signed; revenue is instead recognized as contractual performance progresses through those milestones.

This is the central investor-education point in the case: shipment does not equal complete revenue recognition. A machine can ship in one quarter while installation and calibration — and the related revenue — continue over later periods.

Bookings generally reflect contracted or committed customer business that D-Wave expects to generate future revenue. Recognized revenue appears under accounting rules only as D-Wave satisfies its performance obligations. So high bookings can coexist with low current revenue, and the securities question is whether investors were accurately told how long conversion would take and how much revenue could be recognized in 2026 — not whether D-Wave had contracted business.

On January 27, 2026, D-Wave announced a $20 million agreement for Florida Atlantic University (FAU) to purchase an Advantage2 annealing quantum computer, tied to FAU, the State of Florida, quantum research and workforce development, and D-Wave's planned Boca Raton presence. At the time, D-Wave said deployment was expected later in 2026.

An important nuance: D-Wave did not expressly promise that all $20 million would be recognized as revenue during 2026. The Lawrence complaint makes an inference — that because D-Wave uses percentage-of-completion accounting and said deployment was expected in 2026, investors reasonably understood meaningful or substantially complete revenue recognition would occur during 2026. That is the plaintiff's characterization, not a literal company statement.

On February 26, 2026, D-Wave reported FY2025 results, and CEO Alan Baratz described the company as entering 2026 with 'exceptional momentum,' highlighting more than $30 million of January bookings, the FAU system purchase, a $10 million Fortune 100 QCaaS agreement, the acquisition of Quantum Circuits, and expanding government activity. D-Wave reported FY2025 revenue of about $24.6 million (up roughly 179%) and ended 2025 with about $884.5 million of cash and marketable investments.

Two defense-side facts matter here. D-Wave also warned investors that the system-sales process is 'fairly complex' and the sales cycle 'usually lengthy,' that transactions can span 'multiple months and possibly quarters,' and that it would continue its practice of not providing formal financial guidance. So statements about system cadence and deliveries should not be read as formal annual revenue guidance; plaintiff's narrower theory is that those warnings did not adequately convey the actual timeline.

D-Wave reported Q1 2026 revenue of about $2.9 million, which the complaint says missed an approximately $4.04 million analyst consensus, and alleges QBTS fell about $1.68, or 6.69%, to close at $22.35. More importantly for the case, the FAU wording changed: where January's announcement said 'deployment expected later in 2026,' the May release said 'system installation is expected to commence before the end of 2026.' Plaintiff alleges that shift to merely commencing installation by year-end was a partial corrective disclosure suggesting the system might not be fully deployed and revenue-recognized in 2026. D-Wave did not characterize the timetable as a 'delay,' and this should be read as plaintiff's allegation, not a company admission.

Two points of balance. First, a widely cited comparison is misleading if stated as 'revenue fell from $12.6 million to $2.9 million': D-Wave reported about $15.0 million of total revenue in Q1 2025, of which about $12.6 million came from its first annealing-system sale — so large, infrequent system sales make quarterly revenue highly uneven. Second, Q1 2026 bookings were very strong at about $33.4 million (up roughly 1,994% year over year), with remaining performance obligations of about $42.4 million — so the dispute is about the speed of conversion, not a lack of contracted business. Management also raised its expected cadence to roughly two or three system deals per year with at least two deliveries expected in 2026, and on May 21 D-Wave announced a letter of intent for up to $100 million of proposed CHIPS and Science Act R&D funding — a genuine positive class-period development.

D-Wave reported Q2 2026 revenue of about $3.08 million, below both the prior-year quarter and the roughly $4.03–$4.08 million analyst expectations cited in the complaint, which alleges QBTS fell about $1.99, or 9.28%, to $19.41. D-Wave attributed lower system-sales revenue in part to variability in the timing and extent of system installation activities, and management disclosed that while it still expected to ship two annealing systems during 2026, both were likely to ship in Q4 — creating some installation and calibration revenue carryover into 2027. Markovich told an analyst that, once a site is ready, revenue recognition could occur over roughly two quarters. This timing disclosure is central to the Lawrence theory.

For balance, Q2 was not uniformly negative: first-half bookings were about $35.5 million (up roughly 1,120% year over year), cash and marketable investments were about $546 million, and commercial customers made up a far larger share of revenue than a year earlier. And the weak first-half revenue comparison ($5.9 million versus $18.1 million) again reflects that first-half 2025 included about $13.7 million from D-Wave's first annealing-system sale — so it should not be read as the underlying business collapsing.

On August 25, 2026, D-Wave announced that CFO John M. Markovich would retire and resign effective September 2, and the complaints allege QBTS fell about $1.84, or 9.51%, to $17.51 the next day. D-Wave appointed senior vice president Greg Golkov as acting CFO and praised Markovich's roughly five years of service, including taking D-Wave public and helping raise more than $900 million.

Importantly, D-Wave expressly stated that Markovich's departure was not the result of any disagreement relating to the company's business or operations, accounting policies or practices, financial statements, disclosure controls, or internal control over financial reporting. That caveat belongs right next to the retirement allegation; it does not eliminate plaintiff's loss-causation theory, but it affects how the departure should be characterized.

Yes — and the Lawrence complaint relies on this as part of its scienter theory, alleging that CEO Alan Baratz and former CFO John Markovich collectively sold more than 1.45 million shares for more than $37.3 million during the class period. SEC Forms 4 confirm significant actual open-market (Code S) sales: for example, on June 8 Baratz exercised options and sold about 687,627 shares at roughly $26.13, with his Form 4 stating the sale was for financial and tax-planning purposes, and Markovich sold about 328,752 shares on May 22 (at roughly $27.70) plus further shares on June 8–9.

Several qualifications matter. A separate July 14 Baratz Form 4 reflects about 52,320 shares withheld for taxes on vesting RSUs (Code F) — that is not an open-market sale and should not be lumped into the selling allegations. And D-Wave disclosed that Markovich adopted a Rule 10b5-1 trading plan on June 16, 2026; his verified May 22 and June 8–9 sales predate that plan, so they cannot be attributed to it — though that timing does not by itself establish improper trading. Whether these transactions support an inference of scienter is a disputed litigation issue, and Julie & Holleman does not characterize this as an established insider-trading case.

Section 10(b) and Rule 10b-5

Both complaints assert federal securities-fraud claims under Section 10(b) and Rule 10b-5 against all defendants, based on the allegedly misleading statements about system-sale timing, revenue conversion, and commercial demand.

Section 20(a)

They also assert controlling-person claims against Alan Baratz and John Markovich.

No. In February 2024, D-Wave separately announced that investors should no longer rely on certain prior financial statements and later restated historical periods concerning the accounting for certain government-assistance arrangements. That matter predates and is distinct from these cases, which concern 2026 system-sale expectations, the FAU timeline, bookings-to-revenue conversion, Q1/Q2 revenue, executive stock sales, and the CFO retirement.

D-Wave traded on the NYSE for most of the proposed class period and voluntarily transferred its listing to Nasdaq effective July 27, 2026, keeping the ticker QBTS. This was a voluntary listing transfer — not a compliance-driven delisting — which is entirely different from an exchange suspending a company's trading.

As a post-class development, in September 2026 the U.S. Department of Commerce finalized an R&D award providing D-Wave access to up to $100 million under the CHIPS and Science Act (independently announced by NIST). That development does not resolve the securities allegations, but it is relevant context regarding D-Wave's ongoing technology and government relationships.

The first-filed Fessler action seeks to represent investors who purchased or acquired D-Wave securities between February 26, 2026 and August 25, 2026; the later Lawrence complaint begins its proposed class on February 27, 2026. The complaints use the broad term 'D-Wave securities,' and Lawrence also references options — so the precise scope of any ultimately certified class has not yet been determined, and investors in QBTS stock or options should preserve their transaction records rather than assume inclusion or exclusion.

The current published PSLRA lead plaintiff deadline is December 14, 2026.

Do I Have to Become Lead Plaintiff?

Generally, no. A lead plaintiff is the investor or investor group the court appoints to actively supervise the proposed class and proposed lead counsel. Most investors remain passive class members.

Lead Plaintiff Deadline ≠ Settlement Claim Deadline

These are different dates. An eligible investor ordinarily does not need to seek lead-plaintiff appointment merely to remain a potential passive class member.

Generally, no, for the federal securities claims — selling shares does not automatically eliminate a possible claim, and eligibility, loss causation, and damages turn on matters including purchase and sale timing. Current ownership is separately relevant to potential derivative claims.

Potentially. D-Wave Quantum Inc. is incorporated in Delaware, so any shareholder derivative or internal-affairs analysis generally begins with Delaware law. Julie & Holleman LLP is interested in speaking with current D-Wave shareholders who owned QBTS at the time of potentially actionable conduct — which allegedly occurred across February, May, June, and August 2026, so a shareholder's standing may depend on the timing of the particular conduct being investigated — and have continued to hold their shares. Potential areas of investigation include:

• system-sale forecasting and disclosure oversight — how management forecast installation, monitored site readiness, and modeled percentage-of-completion revenue, and what the board was told about FAU and the two-to-three-deal cadence;
• bookings-to-revenue conversion — bookings quality, contract milestones, installation capacity, and customer site readiness;
• executive trading — the timing of the Code S sales, holdings, option exercises, any trading plans, and board policy; and
• disclosure controls — how D-Wave reviewed delivery timelines, system-sale cadence, the FAU deployment language, and revenue-conversion assumptions.

Counsel may evaluate whether a Delaware books-and-records investigation or other steps are appropriate for a current D-Wave shareholder. No determination has been made that viable derivative claims exist.

Julie & Holleman LLP is investigating allegations involving D-Wave Quantum Inc., QBTS, Alan Baratz, John Markovich, the Florida Atlantic University system sale, quantum-computer system-sale revenue recognition, bookings-to-revenue conversion, executive stock sales, disclosure controls, and board oversight. We are interested in hearing from:

Investors With Securities Losses

Investors who purchased or otherwise acquired D-Wave securities between February 26, 2026 and August 25, 2026 and suffered losses, including investors evaluating lead-plaintiff appointment before December 14, 2026.

Current D-Wave Shareholders

Current shareholders who owned QBTS during potentially actionable conduct and have continued to hold their shares and wish to evaluate possible derivative or corporate-governance rights.