Investors who bought D-Wave Quantum Inc. (NYSE: QBTS) securities between February 26 and August 25, 2026 may be covered by two proposed securities class actions alleging D-Wave and two executives overstated the company’s prospects, including how quickly it could book revenue from quantum computer system sales. No class has been certified and there is nothing to file yet.
Allegations Only · No Settlement Yet
This article describes a class action complaint. The statements below are unproven allegations. D-Wave Quantum Inc. and its executives have not been found liable, there is no certified class, and nothing to claim at this time. This page is informational and is not legal advice.
What Is This About?
A D-Wave Quantum investor filed a proposed securities class action on October 15, 2026 in the U.S. District Court for the Northern District of California. The case, Fessler v. D-Wave Quantum Inc., No. 5:26-cv-11953, names the Palo Alto quantum computing company, its CEO and president Alan Baratz, and its CFO John M. Markovich. It asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.The complaint alleges that, from February 26 through August 25, 2026, the defendants materially overstated D-Wave’s business and financial prospects, so that the stock traded at inflated prices until two announcements in August 2026. D-Wave has not yet responded to the complaint, and none of the allegations has been proven.
A second investor filed a similar complaint in the same court on October 20, 2026. That case, Lawrence v. D-Wave Quantum Inc., No. 3:26-cv-12155, names the same three defendants and asserts the same claims for a class period of February 27 through August 25, 2026. It focuses on the timing of revenue from D-Wave’s quantum computer system sales, including a $20 million sale to Florida Atlantic University, and adds an earlier alleged corrective disclosure on May 12, 2026. The two cases have not been consolidated.
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What Does the Complaint Allege?
D-Wave sells cloud access to its quantum computers, professional services and the systems themselves. The complaint quotes the company’s February 26, 2026 fourth-quarter and full-year 2025 results release, in which the CEO said D-Wave was entering 2026 with “exceptional momentum” and called 2026 “a defining year,” and its May 12, 2026 first-quarter release, which highlighted a record $10 million computing-as-a-service deal with a Fortune 100 company. The plaintiff alleges those statements were materially false or misleading because the defendants overstated D-Wave’s operational and financial prospects.According to the complaint, the alleged truth came out in two steps:
- August 6, 2026: D-Wave reported second-quarter revenue of $3.08 million, compared with $3.1 million a year earlier and below analyst expectations of about $4.03 million to $4.08 million. The stock fell $1.99, or 9.28%, to close at $19.41.
- August 25, 2026: D-Wave announced that CFO John Markovich was retiring and would step down effective September 2, 2026. The stock fell $1.84, or 9.51%, to close at $17.51 on August 26.
The complaint alleges the defendants acted knowingly or recklessly. It does not allege that D-Wave restated any financial results, and its theory of what was concealed is stated in general terms. D-Wave has not been found liable for anything. The plaintiff filed an amended complaint on October 16, 2026; it is not yet publicly available, and the description above is of the original complaint.
What Does the Second Complaint Allege?
According to the Lawrence complaint, D-Wave recognizes revenue on quantum computer system sales on a percentage-of-completion basis, because site preparation, installation and calibration come before a system is operational. On January 27, 2026, D-Wave announced that Florida Atlantic University had agreed to buy a system for $20 million, and its February 27, 2026 results release described deployment as “expected by the end of 2026.” The complaint says that by May 12, 2026, the company’s first-quarter release instead said installation was “expected to commence before the end of 2026,” which the plaintiff characterizes as a concession that the revenue would not be recognized in 2026.The complaint alleges that the defendants understated how long it takes to complete the steps needed to recognize system-sale revenue, including on the Florida Atlantic University sale, and overstated their ability to turn demand for systems into signed deals and recognized revenue. It points to these dates:
- May 12, 2026: first-quarter revenue of $2.86 million, compared with $12.6 million a year earlier and analyst estimates of about $4.04 million. The stock fell $1.68, or 6.69%, to $22.35.
- August 6, 2026: the second-quarter revenue miss. According to the complaint, D-Wave’s quarterly report attributed a $13.3 million drop in six-month system sales to the timing of progress recognized under the percentage-of-completion method.
- August 25, 2026: the CFO retirement announcement.
The complaint also alleges that the CEO and CFO together sold more than 1.45 million D-Wave shares for more than $37.3 million during the class period. These are allegations only, and D-Wave has not responded to the second complaint.
Who Is in the Proposed Class?
The proposed class is all persons and entities that purchased or otherwise acquired D-Wave securities between February 26, 2026 and August 25, 2026, inclusive, and were damaged when the alleged corrective disclosures came out. The defendants, D-Wave’s officers and directors, their immediate families, legal representatives, heirs and assigns, and entities they control are excluded. No class has been certified; the court decides that later in the case.What Happens Next?
Securities class actions follow the Private Securities Litigation Reform Act. Within 20 days of filing, the plaintiff must publish notice of the case, and investors then have 60 days from that notice to ask the court to appoint them lead plaintiff, the investor who directs the case on the class’s behalf. When several cases over the same stock are pending, the court may relate or consolidate them and appoint a single lead plaintiff for the combined case. The Fessler case is assigned to Judge Charles R. Breyer, with an initial case management conference set for January 15, 2027. The court picks a lead plaintiff and lead counsel, and an amended complaint usually follows, which the defendants typically challenge with a motion to dismiss. Discovery is generally paused until that motion is decided.Seeking the lead plaintiff role is optional. Members of a proposed securities class generally remain in the class without it, and there is nothing to file and no money available unless the case produces a judgment or settlement, which would come with its own court-approved notice and claim process.
Questions
Who is covered by the D-Wave Quantum securities class action?
The complaint proposes a class of all persons and entities that purchased or otherwise acquired D-Wave Quantum Inc. securities between February 26, 2026 and August 25, 2026, inclusive, and were damaged when the alleged truth came out. The defendants, D-Wave’s officers and directors, their immediate families and affiliated entities are excluded. No class has been certified.
What does the D-Wave lawsuit say the company did wrong?
The complaint alleges that D-Wave and its CEO and CFO materially overstated the company’s business and financial prospects in its fourth-quarter 2025 and first-quarter 2026 results announcements. It points to an August 6, 2026 second-quarter revenue report of $3.08 million that missed analyst expectations, and an August 25, 2026 announcement that the CFO was retiring. These are unproven allegations, and D-Wave has not yet responded in court.
Is there money available from the D-Wave lawsuit now?
No. The first case was filed on October 15, 2026 and a second on October 20, 2026, and both are at the complaint stage. There is no settlement, judgment or claim form. Money would only become available if the case later settles or produces a judgment, which would come with its own court-approved notice and claim process.
What is the lead plaintiff deadline in the D-Wave case?
Under the Private Securities Litigation Reform Act, investors may ask the court to appoint them lead plaintiff within 60 days after the first notice of the case is published. The lead plaintiff role is optional; class members who do not seek it generally remain members of the proposed class.
Is there more than one D-Wave securities lawsuit?
Yes. Fessler v. D-Wave Quantum Inc., No. 5:26-cv-11953, was filed October 15, 2026, and Lawrence v. D-Wave Quantum Inc., No. 3:26-cv-12155, was filed October 20, 2026, both in the Northern District of California against D-Wave, its CEO and its CFO. The second complaint focuses on the timing of revenue from quantum computer system sales, including a $20 million Florida Atlantic University sale. The cases have not been consolidated.
Sources
- Class Action Complaint, Fessler v. D-Wave Quantum Inc., No. 5:26-cv-11953 (N.D. Cal. filed Oct. 15, 2026), ECF No. 1
- Docket, Fessler v. D-Wave Quantum Inc., via CourtListener (RECAP)
- Class Action Complaint, Lawrence v. D-Wave Quantum Inc., No. 3:26-cv-12155 (N.D. Cal. filed Oct. 20, 2026), ECF No. 1
- Docket, Lawrence v. D-Wave Quantum Inc., via CourtListener (RECAP)
