Rigetti Computing, Inc. (RGTI) · Quarterly Report (10-Q) SEC Filing

PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) RIGETTI COMPUTING, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except number of shares and par value) (unaudited) June 30, December 31, 2026 2025 Assets Current assets: Cash and cash equivalents $ 27,763 $ 44,851 Available-for-sale investments - short-term 365,946 398,660 Accounts receivable 3,865 2,551 Prepaid expenses 4,215 3,186 Other current assets 12,601 5,512 Total current assets 414,390 454,760 Available-for-sale investments - long-term 147,586 146,321 Property and equipment, net 75,302 57,051 Operating lease right-of-use assets 6,929 6,411 Other assets 4,026 2,031 Total assets $ 648,233 $ 666,574 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 14,001 $ 3,488 Accrued expenses and other current liabilities 6,676 5,582 Current derivative warrant liabilities 78,407 Current portion of deferred revenue 3,316 847 Current portion of operating lease liabilities 2,657 2,235 Total current liabilities 105,057 12,152 Deferred revenue, less current portion 698 698 Operating lease liabilities, less current portion 5,044 4,932 Derivative warrant liabilities 102,593 Total liabilities 110,799 120,375 Commitments and contingencies (Note 16) Stockholders equity: Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, none outstanding Common stock, par value $0.0001 per share, 1,000,000,000 shares authorized, 333,676,881 shares issued and outstanding at June 30, 2026 and 331,282,895 shares issued and outstanding at December 31, 2025 33 33 Additional paid-in capital 1,329,607 1,316,126 Accumulated other comprehensive (loss) income (1,752) 997 Accumulated deficit (790,454) (770,957) Total stockholders equity 537,434 546,199 Total liabilities and stockholders equity $ 648,233 $ 666,574 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents RIGETTI COMPUTING, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 5,138 $ 1,801 $ 9,538 $ 3,273 Cost of revenue 2,950 1,235 5,972 2,265 Total gross profit 2,188 566 3,566 1,008 Operating expenses: Research and development 20,728 13,522 40,685 28,977 Selling, general and administrative 9,522 6,926 16,894 13,545 Total operating expenses 30,250 20,448 57,579 42,522 Loss from operations (28,062) (19,882) (54,013) (41,514) Other income (expense), net: Interest income 5,058 3,042 10,421 5,194 Change in fair value of derivative warrant liabilities (29,602) (20,557) 24,095 32,705 Change in fair value of earn-out liabilities (2,257) 6,580 Total other income (expense), net (24,544) (19,772) 34,516 44,479 Net income (loss) before provision for income taxes (52,606) (39,654) (19,497) 2,965 Provision for income taxes Net income (loss) $ (52,606) $ (39,654) $ (19,497) $ 2,965 Net loss available to common stockholders used in diluted loss per share $ (52,606) $ (39,654) $ (43,592) $ (1,398) Net income (loss) per share attributable to common stockholders basic $ (0.16) $ (0.13) $ (0.06) $ 0.01 Net loss per share attributable to common stockholders diluted $ (0.16) $ (0.13) $ (0.13) $ (0.00) Weighted average shares used to compute net income (loss) per share attributable to common stockholders basic and diluted 333,215 298,254 332,640 291,514 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents RIGETTI COMPUTING, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net income (loss) $ (52,606) $ (39,654) $ (19,497) $ 2,965 Other comprehensive income (loss): Foreign currency translation adjustments (182) 156 (573) (29) Unrealized gain (loss) on available-for-sale debt securities (864) 65 (2,176) 57 Total other comprehensive income (loss) before income taxes (1,046) 221 (2,749) 28 Income taxes Total other comprehensive income (loss) after income taxes (1,046) 221 (2,749) 28 Total comprehensive income (loss) $ (53,652) $ (39,433) $ (22,246) $ 2,993 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents RIGETTI COMPUTING INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income (loss) $ (19,497) $ 2,965 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 5,484 3,723 Stock-based compensation 12,910 7,728 Change in fair value of earn-out liabilities (6,580) Change in fair value of derivative warrant liabilities (24,095) (32,705) Accretion of available-for-sale securities (2,122) (3,396) Non-cash lease expense 903 776 Changes in operating assets and liabilities: Accounts receivable (1,314) 674 Prepaid expenses, other current assets and other assets (9,846) (836) Deferred revenue 2,469 5 Accounts payable 2,649 618 Accrued expenses and operating lease liabilities 466 (2,792) Net cash used in operating activities (31,993) (29,820) Cash flows from investing activities: Purchases of property and equipment (16,404) (8,214) Purchases of available-for-sale securities (189,605) (438,518) Maturities of available-for-sale securities 221,000 77,000 Net cash provided by (used in) investing activities 14,991 (369,732) Cash flows from financing activities: Proceeds from sale of common stock through At-The-Market (ATM) Offerings 346,719 Proceeds from sale of common stock from Quanta private placement transaction 35,000 Payments of offering costs (798) Net proceeds from tax withholdings on sell-to-cover equity award transactions 6,272 Proceeds from issuance of common stock upon exercise of stock options 381 1,443 Proceeds from issuance of common stock upon exercise of warrants 98 459 Net cash provided by financing activities 479 389,095 Effects of exchange rate changes on cash and cash equivalents (565) (34) Net decrease in cash and cash equivalents (17,088) (10,491) Cash and cash equivalents beginning of period 44,851 67,674 Cash and cash equivalents end of period $ 27,763 $ 57,183 Supplemental disclosures of other cash flow information: Non-cash investing and financing activities: Purchases of property and equipment recorded in accounts payable 10,118 417 Purchases of property and equipment recorded in accrued expenses 11 Non-cash addition to operating lease right-of-use asset and liability 1,421 Reclassification of earn-out liabilities to additional paid-in capital for vesting of Promote Sponsor Vesting Shares 32,946 Reclassification of derivative liabilities to additional paid-in capital due to exercise of Public Warrants 92 274 Purchases of deferred offering costs in accounts payable 90 Unrealized (loss) gain on short term investments (2,176) 57 See accompanying notes to condensed consolidated financial statements. 7 Table of Contents RIGETTI COMPUTING INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (1)Description of Business Rigetti Computing, Inc. and its subsidiaries (collectively, the Company or Rigetti ) build quantum computers and the superconducting quantum processors that power them. The Company sells 9-qubit to 108-qubit quantum computing systems under the Novera and Cepheus trade names. Through the Rigetti Quantum Cloud Services (QCS ) platform, the Company s machines can be integrated into any public, private or hybrid cloud. The Company is located and headquartered in Berkeley, California. The Company also operates in Fremont, California; London, United Kingdom; Adelaide, Australia; British Columbia, Canada; and Thane, India. The Company s revenue is derived primarily from operations in the United States and the United Kingdom. (2) Summary of Significant Accounting Policies Basis of Presentation On March 2, 2022 (the Closing Date ), a merger transaction between Rigetti Holdings, Inc. ( Legacy Rigetti ) and Supernova Partners Acquisition Company II, Ltd. ( SNII ) was completed (the Business Combination ). In connection with the closing of the Business Combination, the Company changed its name to Rigetti Computing, Inc. and all of SNII Class A ordinary shares and SNII Class B ordinary shares automatically converted into shares of common stock, par value $0.0001, of the Company (the Common Stock ) on a one-for-one basis. Certain warrants held by SNII became warrants to purchase shares of Common Stock, each entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share, that trade on the Nasdaq Capital Market (the Public Warrants ), while certain other warrants held by SNII became private placement warrants, each entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share (the Private Warrants ). The Company s Common Stock and Public Warrants trade on the Nasdaq Capital Market under the ticker symbols RGTI and RGTIW, respectively. The Company determined that Legacy Rigetti was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (ASC) 805, Business Combination. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Rigetti issuing stock for the net assets of SNII, accompanied by a recapitalization. The primary asset acquired from SNII was cash that was assumed at historical costs. Separately, the Company also assumed warrants that were deemed to be derivatives and met liability classification subject to fair value adjustment measurements upon closing of the Business Combination (the Closing ). No goodwill or other intangible assets were recorded because of the Business Combination. While SNII was the legal acquirer in the Business Combination because Legacy Rigetti was deemed the accounting acquirer, the historical financial statements of Legacy Rigetti became the historical financial statements of the combined company, upon the consummation of the Business Combination. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with applicable rules and regulations of the Securities and Exchange Commission (the SEC ) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States ( U.S and such accounting principles, GAAP ) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary under GAAP for a fair presentation of results for the interim periods presented have been included. As a result of displaying amounts in thousands, rounding differences may exist in the condensed consolidated financial statements and footnote tables. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for other interim periods or future years. The condensed consolidated balance sheet as of December 31, 2025, included herein, is derived from the audited consolidated financial statements as of that date, however, it does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company s audited consolidated financial statements and related notes included in the Company s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 4, 2026. 8 Table of Contents Principles of Consolidation The accompanying condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States ( GAAP ) and applicable rules and regulations of the U.S. Securities and Exchange Commission ( SEC ). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Emerging Growth Company Following the Business Combination, the Company qualifies as an emerging growth company ( EGC ) as defined in the Jumpstart our Business Startups ( JOBS ) Act. The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they apply to private companies. The Company intends to use this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates. Significant Accounting Policies There were no material changes to the significant accounting policies disclosed in Note 2 Summary of Significant Accounting Policies of the Company s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 4, 2026. Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, the fair value of share-based awards, the fair value of derivative warrant liabilities, the fair value of Sponsor Vesting Shares issued in connection with the Business Combination, accrued liabilities and contingencies, depreciation and amortization periods, revenue recognition and accounting for income taxes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment and adjusts when facts and circumstances dictate. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates. Risks and Uncertainties The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the potential need for additional capital (or financing) in the future, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. Based on the Company s forecasts, the Company believes that its existing cash and cash equivalents and available for sale investments will be sufficient to meet its anticipated operating cash needs for at least the next twelve months from the issuance date of these financial statements based on the Company s current business plan and expectations and assumptions considering current macroeconomic conditions. Macroeconomic Conditions Results of the Company s operations have varied and may continue to vary based in part on the impact of changes in the domestic or global economy. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, financial and credit market fluctuations, supply chain constraints, governmental actions and regulations such as international trade policies, tariffs and export controls, national security interests, pandemics, political turmoil, government shutdowns, natural catastrophes, warfare, and terrorist attacks in the United States or elsewhere, could negatively affect the Company s business, including progress toward the development of quantum computing by increasing the cost of materials and components and our operating costs. 9 Table of Contents It is not possible at this time to estimate the long-term impact that these and related events could have on the Company s business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. Recently Adopted Accounting Pronouncements In July 2025, the FASB issued ASU 2025-05 Financial Statements Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides practical expedients for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606 (revenue from contracts with customers). ASU 2025-05 was effective for the Company for the interim and annual periods beginning after December 31, 2025. The Company s adoption of this standard did not have a material impact on the condensed consolidated financial statements. In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update No. 2025-12, Codification Improvements ( ASU 2025-12 ). ASU 2025-12 Issue 4 (Issue 4) clarifies guidance in Accounting Standards Codification (ASC) 260, Earnings Per Share, on calculating diluted earnings or loss per share (EPS) when an entity reports a loss from continuing operations and has a contract that may be settled in cash or stock. In that situation, an entity must adjust the numerator for any gain or loss as if the contract were classified as equity and determine whether the combined numerator adjustment and potential common shares are dilutive. Issue 4 also clarifies that potentially dilutive shares excluded from the quarterly computations due to losses are included in the year-to-date diluted EPS on a weighted-average-basis if the combined effect is dilutive. ASU 2025-12 is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted and may be adopted on an issue-by-issue basis. Issue 4 must be applied retrospectively to all reporting periods presented. The Company adopted Issue 4 on January 1, 2026. The Company s adoption of Issue 4 did not have an impact on the Company s calculation of diluted net income per share attributable to common stockholders for the three and six months ended June 30, 2025 because the Company s Public and Private Warrants were out-of-the-money. As a result, the change in the fair value of the underlying derivative warrant liabilities for the three and six months ended June 30, 2025 was not considered when computing diluted net loss per share. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. ASU 2024-03 is effective for the Company for annual periods beginning after December 15, 2026, and interim reporting periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements. In May 2025, the FASB issued ASU 2025-04, Compensation Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer, which provides clarifying guidance on the accounting for share-based consideration payable to a customer. ASU 2025-04 is effective for the Company for annual periods beginning after December 31, 2026. Early adoption is permitted using either a full retrospective or modified retrospective transition method. The Company s adoption of this standard is not expected to have a material impact on the condensed consolidated financial statements. In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities. The new guidance leverages the principles in the accounting framework for government assistance in the International Financial Reporting Standards, specifically International Accounting Standard No. 20, Accounting for Government Grants and Disclosure of Government Assistance, makes certain targeted improvements and modifies certain of the existing disclosure requirements in ASU 832, Government Assistance . ASU 2025-10 is effective for public business entities in annual periods beginning after December 31, 2028 (including interim periods within) and one year later for all other entities with early adoption in any period for which financial statements have not been issued. The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which lists the disclosures required under ASC 270 and establishes a disclosure principle. The disclosure principle requires entities issuing condensed statements to disclose events occurring since the end of the most recent fiscal year that have a material impact on the entity. ASU 2025-11 can be applied prospectively or retrospectively and is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements. 10 Table of Contents In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update No. 2025-12, Codification Improvements ( ASU 2025-12 ). The amendments affect a number of areas, including, but not limited to, earnings per share, revenue recognition, and certain aspects of financial instruments and presentation. ASU 2025-12 is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted, and the amendments may be adopted on an amendment-by-amendment basis. Transition requirements vary by amendment and may include prospective or retrospective application. The Company adopted Issue 4 of ASU 2025-12 on January 1, 2026, and is still evaluating the impact of the remaining issues in this pronouncement on the consolidated financial statements. (3) Changes in Stockholders Equity Three and Six Months Ended June 30, 2026 and 2025 (in thousands): Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders Shares Amount Capital Loss Deficit Equity Balance, March 31, 2026 332,308 $ 33 $ 1,322,119 $ (706) $ (737,848) $ 583,598 Issuance of common stock upon exercise of stock options 391 330 330 Issuance of common stock upon exercise of common stock warrants 6 138 138 Issuance of common stock upon release of restricted stock units ("RSUs") 972 Stock-based compensation 7,020 7,020 Foreign currency translation loss (182) (182) Change in unrealized loss on available-for-sale securities (864) (864) Net loss (52,606) (52,606) Balance, June 30, 2026 333,677 $ 33 $ 1,329,607 $ (1,752) $ (790,454) $ 537,434 Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders Shares Amount Capital Income (Loss) Deficit Equity Balance, December 31, 2025 331,283 $ 33 $ 1,316,126 $ 997 $ (770,957) $ 546,199 Issuance of common stock upon exercise of stock options 419 381 381 Issuance of common stock upon exercise of common stock warrants 9 190 190 Issuance of common stock upon release of RSUs 1,966 Stock-based compensation 12,910 12,910 Foreign currency translation loss (573) (573) Change in unrealized loss on available-for-sale securities (2,176) (2,176) Net loss (19,497) (19,497) Balance, June 30, 2026 333,677 $ 33 $ 1,329,607 $ (1,752) $ (790,454) $ 537,434 11 Table of Contents Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders Shares Amount Capital Income (Loss) Deficit Equity Balance, March 31, 2025 286,975 $ 29 $ 719,315 $ (88) $ (512,128) $ 207,128 Issuance of common stock upon exercise of stock options 1,297 1,116 1,116 Issuance of common stock upon exercise of common stock warrants 10 67 67 Issuance of common stock upon release of RSUs 2,150 Proceeds from sale of common stock from Quanta private placement transaction 3,020 35,000 35,000 Proceeds from sale of common stock through At-The-Market ("ATM") Offering 30,310 3 346,716 346,719 Capitalization of offering costs to equity upon share issuance (888) (888) Stock-based compensation 3,554 3,554 Foreign currency translation gain 156 156 Change in unrealized gain on available-for-sale securities 65 65 Net loss (39,654) (39,654) Balance, June 30, 2025 323,762 $ 32 $ 1,104,880 $ 133 $ (551,782) $ 553,263 Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders Shares Amount Capital Income (Loss) Deficit Equity Balance, December 31, 2024 283,547 $ 29 $ 681,202 $ 105 $ (554,747) $ 126,589 Issuance of common stock upon exercise of stock options 1,595 1,443 1,443 Issuance of common stock upon exercise of common stock warrants 56 733 733 Issuance of common stock upon release of RSUs 5,234 Proceeds from sale of common stock from Quanta private placement transaction 3,020 35,000 35,000 Proceeds from sale of common stock through ATM Offering 30,310 3 346,716 346,719 Vesting of Promote Sponsor Vesting Shares 32,946 32,946 Capitalization of deferred offering costs to equity upon share issuance (888) (888) Stock-based compensation 7,728 7,728 Foreign currency translation loss (29) (29) Change in unrealized gain on available-for-sale securities 57 57 Net income 2,965 2,965 Balance, June 30, 2025 323,762 $ 32 $ 1,104,880 $ 133 $ (551,782) $ 553,263 12 Table of Contents (4) Investments All investments in fixed income securities are classified as cash equivalents or available-for-sale in the condensed consolidated balance sheets based on the underlying maturity date of each investment. Fixed income securities are recorded at their estimated fair value. The amortized cost, gross unrealized holding gains and losses included in accumulated other comprehensive income and the fair value of the fixed income securities as of June 30, 2026 and December 31, 2025 are presented in the tables below (in thousands): June 30, 2026 Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cash equivalents: Money market funds $ 16,857 $ $ $ 16,857 Cash equivalents $ 16,857 $ $ $ 16,857 Available-for-sale investments-short-term: U.S. treasury securities $ 366,519 $ 36 $ (609) $ 365,946 Available-for-sale investments short-term $ 366,519 $ 36 $ (609) $ 365,946 Available-for-sale investments-long-term: U.S. treasury securities $ 148,189 $ $ (603) $ 147,586 Available-for-sale investments long-term $ 148,189 $ $ (603) $ 147,586 December 31, 2025 Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cash equivalents: Money market funds $ 38,721 $ $ $ 38,721 Cash equivalents $ 38,721 $ $ $ 38,721 Available-for-sale investments-short-term: U.S. treasury securities $ 397,908 $ 752 $ $ 398,660 Available-for-sale investments short-term $ 397,908 $ 752 $ $ 398,660 Available-for-sale investments-long-term: U.S. treasury securities $ 146,073 $ 248 $ $ 146,321 Available-for-sale investments long-term $ 146,073 $ 248 $ $ 146,321 The Company invests in highly rated investment grade debt securities. As of June 30, 2026, all of the Company s available-for-sale securities have final maturities of one year or less, except for six U.S. treasury securities classified as long-term with final maturities extending through December 15, 2027. The Company reviews the individual securities that have unrealized losses on a regular basis. The Company evaluates whether it has the intention to sell any of these investments and whether it is more likely than not that it will be required to sell any of them before recovery of the amortized cost basis. The Company additionally evaluates whether the decline in fair value of the securities below their amortized cost basis is related to credit losses or other factors. As of June 30, 2026, there were fourteen securities with an aggregate market value of $372.6 million in an unrealized loss position. The unrealized losses related to these securities aggregated to $1.2 million. None of the securities had been in an unrealized loss position for more than one year. The Company determined that it would not need to sell any of the securities prior to recovery of their amortized cost basis. The Company also determined that the unrealized losses for its available-for-sale securities as of June 30, 2026 were attributable to changes in interest rates and other non-credit related factors. Accordingly, the Company determined that none of the unrealized losses were other-than-temporary, and that recognition of an impairment charge was not required as of June 30 2026. None of the Company s available-for-sale securities were in an unrealized loss position as of December 31, 2025. No available-for-sale securities were sold during the six months ended June 30, 2026 or June 30, 2025. See Note 5 for additional information regarding the fair value of the Company s investments. 13 Table of Contents (5) Fair Value Measurements The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows: Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 Inputs are unobservable inputs for the asset or liability. The following tables present the fair value hierarchy used to measure the Company s financial assets and liabilities as of June 30, 2026 and December 31, 2025, respectively (in thousands): June 30, 2026 Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 16,857 $ $ Short-term investments: U.S. treasury securities 365,946 Long-term investments: U.S. treasury securities 147,586 Total Assets $ 16,857 $ 513,532 $ Liabilities: Derivative warrant liability Public Warrants $ 75,550 $ $ Derivative warrant liability Private Warrants 2,857 Total Liabilities $ 75,550 $ $ 2,857 December 31, 2025 Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 38,721 $ $ Short-term investments: U.S. treasury securities 398,660 Long-term investments: U.S. treasury security 146,321 Total Assets $ 38,721 $ 544,981 $ Liabilities: Derivative warrant liability Public Warrants $ 85,842 $ $ Derivative warrant liability Private Warrants 16,751 Total Liabilities $ 85,842 $ $ 16,751 As of June 30, 2026 and December 31, 2025, the Company has recorded the following financial instruments subject to fair value measurements: 1) Derivative warrant liabilities Public Warrants and Private Warrants, 2) Money market funds and 3) U.S. treasury securities. 14 Table of Contents The fair value of the Public Warrants and money market funds have been measured based on their observable listed prices, a Level 1 measurement. The fair value of the Company s Level 2 financial assets are determined by using inputs based on quoted market prices for similar instruments. All other financial instruments are classified as Level 3 instruments as they all include unobservable inputs. The Private Warrants are measured at fair value using a Black Scholes model. The Company estimated the volatility of its Private Warrants based on the historical volatility of the Company s Common Stock. During the six months ended June 30, 2025, the vesting condition for the Promote Sponsor Vesting Shares was satisfied, and the underlying earn-out liability (Refer to Note 7 for Sponsor Vesting Shares and Earn-out liabilities) was adjusted to fair value using the closing market price of the Company s Common Stock on the vesting date. The earn-out liability for the Promote Sponsor Vesting Shares as of the February 6, 2025 vesting date of $32.9 million was recorded to additional paid-in capital. As of December 31, 2025, all of the Sponsor Vesting Shares were vested and the earn-out liabilities balance was zero. During the three and six months ended June 30, 2026, the number of Private Warrants (a Level 3 measurement) converted to Public Warrants (a Level 1 measurement) were 666,250 and 717,250, respectively. As of the date of conversion, the favorable impact of the transfer of the Private Warrants to Public Warrants on the Company s net loss for the three and six months ended June 30, 2026, was $1.1 million and $1.3 million, respectively. During the three and six months ended June 30, 2025, the number of Private Warrants (a Level 3 measurement) converted to Public Warrants (a Level 1 measurement) were 29,599 and 575,000, respectively. As of the date of conversion, the favorable impact of the transfer of the Private Warrants to Public Warrants on the Company s net income (loss) for the three and six months ended June 30, 2025, was $0.1 million and $3.4 million, respectively. A summary of the changes in the fair value of the Company s Level 3 financial instruments during the six months ended June 30, 2026, and June 30, 2025 is as follows (in thousands): Derivative Warrant Liability - Earn-out Private Warrants Liabilities Balance December 31, 2025 $ 16,751 $ Change in fair value - three months ended March 31, 2026 (10,044) Transfer from Private Warrants to Public Warrants - three months ended March 31, 2026 (525) Change in fair value - three months ended June 30, 2026 5,688 Transfer from Private Warrants to Public Warrants - three months ended June 30, 2026 (9,013) Balance June 30, 2026 $ 2,857 $ Balance December 31, 2024 $ 22,830 $ 45,897 Change in fair value - three months ended March 31, 2025 (7,760) (8,837) Vesting of Promote Sponsor Vesting Shares (32,946) Transfer of Private Warrants to Public Warrants - three months ended March 31, 2025 (7,316) Change in fair value - three months ended June 30, 2025 3,906 2,257 Transfer of Private Warrants to Public Warrants - three months ended June 30, 2025 (224) Balance June 30, 2025 $ 11,436 $ 6,371 (6) Warrants Each whole Public Warrant and Private Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per whole share, subject to adjustment as discussed below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Common Stock. The warrants will expire on March 2, 2027 at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. Public Warrants When the price per share of the Company s Common Stock equals or exceeds $18.00, the Company may redeem the outstanding warrants in whole and not in part, at a price of $0.01 per warrant as follows (except as described herein with respect to the Private Warrants): upon a minimum of 30 days prior written notice of redemption to each warrant holder; and 15 Table of Contents if, and only if, the closing price of the shares of the Company s Common Stock equals or exceeds $18.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. Any such exercise would not be done on a cashless basis and would require the exercising warrant holder to pay the exercise price in cash for each warrant being exercised. The price of the shares of the Company s Common Stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued. When the price per share of the Company s Common Stock equals or exceeds $10.00, the Company may redeem the outstanding warrants in whole and not in part, at a price of $0.10 per warrant as follows (except as described herein with respect to the Private warrants): upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption as described below; and if, and only if, the closing price of the Company s Common Stock equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis and could potentially receive up to a maximum of 0.361 shares of Common Stock per warrant or a minimum of 0.034 shares of Common Stock per warrant. The number of shares of Common Stock that a warrant holder will ultimately receive upon a cashless exercise in connection with a redemption by the Company, is based on the fair market value of the Company s Common Stock on the redemption date, determined based on the volume weighted average price of the Company s Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, as set forth in a table in the warrant agreement. As of June 30, 2026 and December 31, 2025, Public Warrants issued and outstanding were 8,436,597 and 7,727,912, respectively (Refer to Note 5 for fair value measurement). The Public Warrants are accounted for as a derivative liability. The fair value of the Public Warrants is measured at each reporting period based on the listed price for the warrants, with subsequent changes in the fair value recognized in the consolidated statement of operations at each reporting date. During the three and six months ended June 30, 2026, the number of Public Warrants exercised, each for one share of Common Stock in exchange for cash proceeds of $11.50 per share, were 5,918 and 8,565, respectively. During the three and six months ended June 30, 2026, the proceeds from the warrant exercises were $0.1 million and $0.1 million, respectively, and the underlying Public Warrant derivative liabilities on their respective exercise dates were $0.1 million and $0.1 million, respectively. During the three and six months ended June 30, 2025, the number of Public Warrants exercised, each for one share of Common Stock in exchange for cash proceeds of $11.50 per share, were 4,248 and 39,794, respectively. During the three and six months ended June 30, 2025, the proceeds from the warrant exercises were insignificant and $0.5 million, respectively, and the underlying Public Warrant derivative liabilities on their respective exercise dates were insignificant and $0.3 million, respectively. The proceeds from the warrant exercises and the underlying Public Warrant derivative liabilities on the exercise dates were recorded to par value of Common Stock and additional paid-in capital. The calculated fair value of the derivative liability for the Public Warrants as of June 30, 2026 and December 31, 2025 was $75.5 million and $85.8 million, respectively. The change in the fair value of the Public Warrants included in the condensed consolidated statement of operations during the three and six months ended June 30, 2026 was a loss of $23.9 million and a gain of $19.8 million, respectively. The change in the fair value of the Public Warrants included in the condensed consolidated statement of operations during the three and six months ended June 30, 2025 was a loss of $16.7 million and a gain of $28.8 million, respectively. Private Warrants The Private Warrants have terms and provisions identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period, except that if the Private Warrants are held by the initial purchasers, or such purchasers permitted transferees, then the Private Warrants are not redeemable by the Company and may be exercised for cash or on a cashless basis. If the Private Warrants are held by someone other the initial purchasers or such purchasers permitted transferees, then the Private Warrants become Public Warrants and are redeemable by the company and exercisable by such holders on the same basis as the Public Warrants. 16 Table of Contents During the three and six months ended June 30, 2026, the number of Private Warrants that converted to Public Warrants as a result of transfer from the initial purchaser (or such purchaser s permitted transferees) to other holders were 666,250 and 717,250, respectively. During the three and six months ended June 30, 2025, the number of Private Warrants that converted to Public Warrants as a result of transfer from the initial purchaser (or such purchaser s permitted transferees) to other holders were 29,599 and 575,000, respectively. As of June 30, 2026 and December 31, 2025, Private Warrants issued and outstanding were 283,424 and 1,000,674, respectively (Refer to Note 5 for fair value measurement). The Private Warrants are accounted for as a derivative liability. The fair value of the Private Warrants is determined using the Black-Scholes option-pricing model, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations at each reporting date. The calculated fair value of the derivative liability for the Private Warrants as of June 30, 2026 and December 31, 2025 was $2.9 million and $16.8 million, respectively. The change in the fair value of Private Warrants included in the condensed consolidated statements of operations during the three and six months ended June 30, 2026 was a loss of $5.7 million and a gain of $4.4 million, respectively. The change in the fair value of Private Warrants included in the condensed consolidated statements of operations during the three and six months ended June 30, 2025 was a loss of $3.9 million and a gain of $3.9 million, respectively. Significant inputs into the Black-Scholes option-pricing models used to value the Private Warrants at June 30, 2026 and December 31, 2025 are as follows: Valuation Assumptions June 30, 2026 December 31, 2025 Stock Price $ 19.32 $ 22.15 Strike Price $ 11.50 $ 11.50 Volatility (annual) (%) 106.00% 170.00% Risk-free rate (%) 3.96% 3.45% Estimated time to expiration (years) 0.67 1.17 Dividend yield (%) Equity Classified Warrants Series C Preferred Stock Financing Warrants During 2020, a subsidiary of Legacy Rigetti issued and sold an aggregate of 54.5 million shares of its Series C Preferred Stock at a purchase price of $1.15 per share, for an aggregate purchase price of $56.2 million (the Series C Preferred Stock Financing ). In conjunction with the Series C Preferred Stock Financing, the Company issued a total of 5,248,183 warrants to purchase Class A Common Stock to the Series C investors (the Series C Warrants ). The Series C Warrants were assumed by the Company in connection with the Business Combination. The Series C Warrants have a $0.01 per share exercise price and a 10-year term to expiration. The Series C Warrants can be exercised for cash or on a cashless basis. The Company determined that the Series C Warrants met the requirements for equity classification under ASC 480 and ASC 815. The Company estimated the fair value of the Series C warrants using the Black-Scholes model and allocated approximately $1.2 million in proceeds from the Series C Preferred Stock to the value of the Series C Warrants on a relative fair value basis, which was recorded to additional paid in capital. During the three and six months ended June 30, 2026, none of the Series C Warrants were exercised. During the three and six months ended June 30, 2025, 5,560 and 16,682 Series C Warrants were exercised, respectively, each for one share of Common Stock, in exchange for cash proceeds of $0.01 per share. The proceeds from the warrant exercises were recorded to par value of Common Stock and additional-paid-in capital. As of June 30, 2026 and December 31, 2025, 315,518 Series C Warrants were issued and outstanding. Customer Warrant In February 2020, the Company issued a warrant to purchase shares of its Class A Common Stock to a customer in conjunction with a revenue arrangement (the Customer Warrant ). The Customer Warrant was assumed by the Company in connection with the Business Combination and converted into a warrant to purchase 2,680,607 shares of Common Stock. The Customer Warrant has an exercise price of $1.152 per share and has a 10-year term to expiration. The Customer Warrant vests upon the achievement of certain performance conditions (i.e., sales milestones) defined in the agreement, and upon a change of control, either 50% or 100% of the then unvested Customer Warrant will become fully vested, dependent on the acquiring party in the change of control transaction. The Customer Warrant can be exercised for cash or on a cashless basis. 17 Table of Contents The Company followed the guidance in ASC 718 and ASC 606 for the accounting of non-cash consideration payable to a customer. The Company determined that the Customer Warrant met the requirements for equity classification under ASC 718 and measured the Customer Warrant based on its grant date fair value, estimated to be $0.2 million. The Company recorded this amount as a deferred asset and additional paid in capital as of the issuance date, as the Company believes it is probable that all performance conditions (i.e., sales milestones) in the Customer Warrant will be met. As of both June 30, 2026 and December 31, 2025, the deferred asset balance outstanding is approximately $0.1 million, which will be recognized as a reduction in revenue in future periods. The vesting status of the Customer Warrant is as follows: June 30, 2026 December 31, 2025 Vested Customer Warrant shares 1,340,297 1,340,297 Unvested Customer Warrant shares 1,340,310 1,340,310 2,680,607 2,680,607 (7) Earn-out Liabilities Upon the closing of the Business Combination on March 2, 2022, SNII, Supernova Partners II LLC (the Sponsor ) and SNII s directors and officers (collectively the Sponsor Holders ) subjected certain shares of Common Stock (the Sponsor Vesting Shares ) to forfeiture for a five-year period following the closing of the Business Combination, with vesting occurring only if thresholds related to the weighted average price of the Company s Common Stock were met as described below (the Earn-out Triggering Events ). Any Sponsor Vesting Shares that were not vested by the fifth anniversary of the closing of the Business Combination were to be forfeited. Sponsor Vesting Shares Vesting Provisions: (i)2,479,000 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the closing of the Business Combination and will only vest if, during the five year period following the closing of the Business Combination, the volume weighted average price of the Company s Common Stock equals or exceeds $12.50 for any twenty trading days within a period of thirty consecutive trading days (such shares, the Promote Sponsor Vesting Shares ), and (ii)580,273 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the closing of the Business Combination and will only vest if, during the five year period following the closing of the Business Combination, the volume weighted average price of the Company s Common Stock equals or exceeds $15.00 for any twenty trading days within a period of thirty consecutive trading days (such shares, the Sponsor Redemption-Based Vesting Shares, and, collectively with the Promote Sponsor Vesting Shares, the Sponsor Vesting Shares ). During the year ended December 31, 2025, the Earn-out Triggering Events for each of the Sponsor Redemption-Based Vesting Shares and the Promote Sponsor Vesting Shares were satisfied, and the underlying earn-out liabilities were adjusted to fair value using the closing market price of the Company s Common Stock on their respective vesting dates. The earn-out liability for the Sponsor Redemption-Based Vesting Shares as of their August 14, 2025 vesting date was $10.4 million. The earn-out liability for the Promote Sponsor Vesting Shares as of their February 6, 2025 vesting date was $32.9 million. The earn-out liabilities for the Sponsor Redemption-Based Vesting Shares and the Promote Sponsor Vesting Shares were recorded to additional paid-in capital on their respective vesting dates. As of December 31, 2025, all of the Sponsor Vesting Shares were vested and the earn-out liabilities balance was zero. Prior to vesting, the Earn-out liabilities were adjusted to fair value for each reporting period using the Monte Carlo simulation model. The change in the fair value of the Earn-out liabilities included in the condensed consolidated statements of operations during the three and six months ended June 30, 2025 was a loss of $2.3 million and a gain of $6.6 million, respectively (8) Stockholders Equity As of June 30, 2026, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments: Common Stock Common Stock warrants 11,716,146 Stock-Based Awards RSUs Outstanding 6,742,835 Stock-Based Awards Options Outstanding 6,141,388 Total 24,600,369 18 Table of Contents At-the-Market Offerings May 2025 Sales Agreement with Jefferies, LLC On May 29, 2025, the Company entered into an Open Market Sale AgreementSM (the Sales Agreement ) with Jefferies, LLC (the Agent ) with respect to an At-the-Market offering program, pursuant to which the Company sold, from time to time at its sole discretion, shares of its Common Stock having an aggregate offering price of $350 million (the ATM Offering ). The shares offered and sold in the ATM Offering were issued and sold pursuant to the Company s automatic shelf registration statement on Form S-3 and the related prospectus supplement, which the Company filed with the SEC on May 29, 2025. The Company paid the Agent a commission of up to 3% of the gross proceeds of the shares sold under the Sales Agreement, and the Company agreed to provide the Agent with customary indemnification rights. The Sales Agreement contains customary representations and warranties and conditions to the sale of the shares pursuant thereto. During the three months ended June 30, 2025, the Company raised gross proceeds of $350 million from the sale of 30,309,780 shares of its Common Stock pursuant to the Sales Agreement, at a weighted average price of $11.55 per share, which represented the full amount of shares available for sale under the Sales Agreement. The net proceeds from the Sales Agreement during the three months ended June 30, 2025 were $346.7 million, after deducting Agent commissions totaling $3.3 million. As of June 30, 2026, there were no remaining shares available for sale pursuant to the Sales Agreement. (9) Share-Based Compensation 2013 Equity Incentive Plan In 2013, the Company adopted the 2013 Equity Incentive Plan (the 2013 Plan ) which provided for the grant of qualified incentive stock options ( ISOs ) and nonqualified stock options ( NSOs ), restricted stock, restricted stock units ( RSUs ) or other awards to the Company s employees, officers, directors, advisors, and outside consultants. After the Business Combination became effective on March 2, 2022, no additional awards were issued under the 2013 Plan. Awards outstanding under the 2013 Plan continue to be governed by such plan; however, the Company will not grant any further awards under the 2013 Plan. 2022 Equity Incentive Plan In connection with the Business Combination, the shareholders approved the Rigetti Computing, Inc. 2022 Equity Incentive Plan (the 2022 Plan ) which provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company s affiliates. As of June 30, 2026, there were 45,683,439 shares of Common Stock reserved for issuance under the 2022 Plan, of which 33,687,499 shares remain available for future issuance. The number of shares reserved for issuance under the 2022 Plan will automatically increase on January 1st of each year for a period of nine years commencing on January 1, 2023 and ending on (and including) January 1, 2032, in an amount equal to 5% of the total number of shares of Common Stock of all classes outstanding on a fully diluted basis on December 31st of the preceding year; provided, however, that the board of directors of the Company may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. Accordingly, as of January 1, 2026, the number of shares of Common Stock reserved for issuance under the 2022 Plan was increased by 17,806,062 shares. Stock Option Activity The following is a summary of stock option activity (intrinsic values in thousands): Weighted Weighted- Average Average Aggregate Exercise Contractual Intrinsic Options Outstanding Price Per Share Life (in years) Value (in thousands) Outstanding, December 31, 2025 5,780,464 $ 1.07 7.29 $ 121,825 Granted 780,000 16.99 Exercised (419,076) 0.91 9,771 Forfeited and expired Outstanding and expected to vest, June 30, 2026 6,141,388 $ 3.11 7.22 $ 99,568 Exercisable, June 30, 2026 3,923,484 $ 1.24 6.54 $ 70,596 19 Table of Contents The Company s outstanding stock options generally have exercise prices equal to fair market value on the date of grant, expire after ten years and have service-based vesting conditions ranging from 1-5 years, except that 500,000 stock options granted in 2022 had a market-based vesting condition tied to the Company s Common Stock price. The vesting condition with respect to the market-based stock option grants was satisfied in January 2025. There were no stock options granted during the three months ended June 30, 2026. The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2026 was $14.71 per share. There were no stock options granted during the three and six months ended June 30, 2025. The intrinsic value of an option is the amount by which the market price of the underlying Common Stock exceeds the option s exercise price. The intrinsic value of stock options exercised during the six months ended June 30, 2026 and June 30, 2025 was $9.8 million and $17.4 million, respectively. The Company received proceeds from stock option exercises during the six months ended June 30, 2026 and June 30, 2025 of $0.4 million and $1.4 million, respectively. Stock-based compensation expense related to stock options granted to employees was $1.3 million and $1.9 million for the three and six months ended June 30, 2026, respectively. Stock-based compensation expense related to stock options granted to employees was $0.5 million and $1.0 million for the three and six months ended June 30, 2025, respectively. As of June 30, 2026, the unrecognized compensation expense related to unvested stock options was $11.9 million, which is expected to be recognized over a weighted-average period of 2.40 years. Fair Value of Stock Option Grants The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted in the table below. Expected volatility for the Company s Common Stock was determined based on a one-third weighting of the historical volatility of a peer group of similar public companies and a two-thirds weighting of the historical volatility of the Company s Common Stock. The Company has not been public for a sufficient length of time to derive expected volatility solely from trading in its Common Stock. The expected term of stock options granted was calculated using the simplified method, which represents the average of the contractual term and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical exercise data for its options to provide a reasonable basis upon which to estimate the expected term. The assumed dividend yield was based upon the Company s expectation of not paying dividends in the foreseeable future. The risk-free rate was based upon the U.S. Treasury yield curve in effect at the time of grant for the period equivalent to the expected term of the stock option. In determining the exercise prices for stock options granted, the Company s board of directors has utilized the fair value of the Common Stock as of the grant date. Before the Business Combination, the fair value of the Common Stock had been determined by the board of directors at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company s financial position and historical financial performance, the status of technological developments within the Company, the composition and ability of the current engineering and management team, an evaluation or benchmark of the Company s competition, the current business climate in the marketplace, the illiquid nature of the Company s Common Stock, arm s-length sales of the Company s capital stock, the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others. The valuation assumptions used as inputs to the Black-Scholes option-pricing model to value stock options granted during the six months ended June 30, 2026, were as follows: Valuation Assumptions Time-based Stock Option Grants Strike price $16.99 Annual volatility (%) 120% Risk- free rate (%) 3.81% Expected term (years) 5.77 20 Table of Contents RSUs The following is a summary of RSU activity: Weighted Average Grant Date Fair Shares Value Non-vested at December 31, 2025 7,333,182 $ 7.15 Granted 1,523,401 17.17 Vested (1,966,345) 5.30 Forfeited (147,403) 10.40 Non-vested at June 30, 2026 6,742,835 $ 9.89 As of June 30, 2026, the Company s non-vested RSUs have a service-based vesting condition ranging from 1-4 years. During the year ended December 31, 2023, the Company granted 3,850,000 RSUs with a market-based vesting condition tied to the Company s stock price. Based upon the terms of such awards, 50% of the shares became vested when the Company s Common Stock traded at or above $2.00 per share and the other 50% of the shares became vested when the Company s Common Stock traded at or above $4.00 per share, for 20 out of 30 trading days through the fifth anniversary of the grant date. The $2.00 per share vesting condition was satisfied in December 2024, and the $4.00 per share vesting condition was satisfied in January 2025. The income tax withholding obligation for all RSUs are satisfied through the sale of shares into the market, otherwise known as Sell-To-Cover ( STC ). The STC transaction and the income tax withholding remittance for the market-based RSUs that vested in December 2024 took place on December 30, 2024. The $6.3 million proceeds from the STC were received by the Company on January 2, 2025. The weighted-average grant date fair value of RSUs granted during the six months ended June 30, 2026 and June 30, 2025, was $17.17 and $9.08 per share, respectively. The aggregate fair value of outstanding RSUs based on the closing share price of the Company s Common Stock as of June 30, 2026 and June 30, 2025, was $130.3 million and $77.6 million, respectively. The aggregate fair value of RSUs that vested based on the closing price of the Company s Common Stock on the vesting date during the six months ended June 30, 2026 and June 30, 2025 was $34.1 million and $52.7 million, respectively. Fair Value of RSUs Awards The number of service-based RSUs granted during the six months ended June 30, 2026 and June 30, 2025 was 1,523,401 and 823,342, respectively. The service-based RSUs vest over periods ranging from 1-4 years and require continuous employment. The fair value of the Company s service-based RSUs was calculated based on the fair market value of the Company s Common Stock on the date of grant. Stock-based compensation expense related to RSUs granted to employees was $5.7 million and $11.0 million for the three and six months ended June 30, 2026, respectively. Stock-based compensation expense related to RSUs granted to employees was $3.0 million and $6.7 million for the three and six months ended June 30, 2025, respectively. As of June 30, 2026, the unrecognized compensation expense related to unvested RSUs was $63.4 million which is expected to be recognized over a weighted-average period of 3.22 years. Summarized Stock-Based Compensation Expenses The table below summarizes total stock-based compensation expenses for the three and six months ended June 30, 2026 and June 30, 2025 (in thousands): : Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Research and development $ 4,816 $ 2,256 $ 9,284 $ 5,277 Selling, general and administrative expenses 2,204 1,298 3,626 2,451 Total stock-based compensation expenses $ 7,020 $ 3,554 $ 12,910 $ 7,728 21 Table of Contents (10) Revenue Recognition The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services for the three and six months ended June 30, 2026 and June 30, 2025 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Collaborative research and professional services $ 952 $ 1,711 $ 2,251 $ 3,043 Sales of quantum computers and quantum components 4,098 7,144 Access to quantum computing systems 88 90 143 230 $ 5,138 $ 1,801 $ 9,538 $ 3,273 Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue recognized at a point in time $ 4,098 $ $ 7,144 $ Revenue recognized over time 1,040 1,801 2,394 3,273 $ 5,138 $ 1,801 $ 9,538 $ 3,273 Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of June 30, 2026, December 31, 2025 and December 31, 2024 were as follows (in thousands): June 30, 2026 December 31, 2025 December 31, 2024 Trade receivables $ 3,374 $ 1,204 $ 1,498 Unbilled receivables $ 491 $ 1,347 $ 929 Current portion of deferred revenue $ (3,316) $ (847) $ (113) Deferred revenue, less current portion $ (698) $ (698) $ (698) Changes in deferred revenue from contracts with customers were as follows: Six Months Ended June 30, 2026 2025 Balance at beginning of period $ (1,545) $ (811) Deferral of revenue (3,446) (110) Recognition of deferred revenue 977 105 Total deferred revenue at end of period $ (4,014) $ (816) Current portion of deferred revenue $ (3,316) $ (118) Deferred revenue, less current portion $ (698) $ (698) Amounts recognized as revenue from beginning contract liabilities during the three and six months ended June 30, 2026 were $1.0 million and $0.8 million, respectively. Amounts recognized as revenue from beginning contract liabilities during the three and six months ended June 30, 2025 were an immaterial amount and $0.1 million, respectively. Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2.7 million. The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) during the next twelve months, except for remaining performance obligations totaling $1.1 million. The Company has not identified any costs that are incremental to the acquisition of customer contracts that would be capitalized as deferred costs on the balance sheet. Accordingly, the Company does not have any capitalized contract fulfillment costs as of June 30, 2026 or December 31, 2025. 22 Table of Contents (11) Segments, Geographical Information, Concentrations and Significant Customers In addition to consolidated net income (loss), our Chief Operating Decision Maker (the Chief Executive Officer) reviews and utilizes natural expenses such as employee wages and benefits at a consolidated level to manage the Company s operations and strategic growth initiatives. The measure of segment assets is reported in the balance sheet as total consolidated assets. The following table sets forth our segment information of revenue, significant segment expenses and net income (loss) (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 5,138 $ 1,801 $ 9,538 $ 3,273 Less: Salaries and employee related costs 10,507 7,930 21,077 16,862 Stock-based compensation 7,020 3,554 12,910 7,728 Rent and facilities 2,506 1,495 4,621 2,834 Professional services and legal fees 3,381 2,339 5,634 5,252 Technology & IT costs 1,370 1,225 2,744 2,548 Direct and indirect materials 947 570 2,485 1,263 Depreciation and amortization expense 2,869 1,894 5,484 3,723 Other segment items(1) 29,144 22,448 (25,920) (39,902) Segment net income (loss) $ (52,606) $ (39,654) $ (19,497) $ 2,965 (1)Other segment items include interest income, changes in fair value of derivative warrant liabilities and earnout liabilities and other operational expenses which are reflected in the condensed consolidated statements of operations. The following table presents a summary of revenue by geography (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 United States $ 4,133 $ 967 $ 4,911 $ 1,352 Europe 175 771 767 1,784 Asia and other 830 63 3,860 137 Total revenue $ 5,138 $ 1,801 $ 9,538 $ 3,273 Revenues from external customers are attributed to individual countries based on the physical location in which the services are provided or the particular customer location with whom the Company has contracted. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company s cash and cash equivalents are placed with high-credit-quality financial institutions, and at times exceed federally insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents. Significant customers that represent 10% or more of revenue are set forth in the following table: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Customer A 64% * 34% * Customer B * * 25% * Customer C 16% * * * Customer D * 20% * 17% Customer E * 27% * 15% Customer F * 39% * 53% * Customer accounted for less than 10% of revenue in the respective periods. During the three and six months ended June 30, 2026, sales to government entities comprised 18.0% and 22.2% of the Company s total revenue, respectively. During the three and six months ended June 30, 2025, sales to government entities comprised 91.7% and 90.7% of the Company s total revenue, respectively. 23 Table of Contents Significant customers that represent 10% or more of accounts receivable are set forth in the following table: June 30, 2026 December 31, 2025 Customer A * 20% Customer B 21% * Customer C 43% * Customer D 21% 50% Customer E * 24% * Customer accounted for less than 10% of accounts receivable at the respective point in time. (12) Net Income (Loss) Per Share The following table sets forth the computations of basic and diluted net income (loss) per share attributable to common stockholders (in thousands, except for per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Numerator: Net income (loss) used in basic computation $ (52,606) $ (39,654) $ (19,497) $ 2,965 Less: Change in fair value of Public and Private Warrants (24,095) Less: Vesting of Promote Sponsor Vesting Shares (4,363) Net loss used in diluted computation $ (52,606) $ (39,654) $ (43,592) $ (1,398) Denominator: Weighted-average shares outstanding - basic and diluted 333,215 298,254 332,640 291,514 Net income (loss) per share - basic $ (0.16) $ (0.13) $ (0.06) $ 0.01 Net loss per share - diluted $ (0.16) $ (0.13) $ (0.13) $ (0.00) For the three and six months ended June 30, 2026, the Company s Public and Private Warrants (Refer to Note 6 for Public and Private Warrants) were in-the-money for purposes of computing diluted net loss per share. For the three months ended June 30, 2026, the losses resulting from the change in the fair value of the underlying derivative warrant liabilities were not excluded from the calculation of diluted net loss per share because the impact was anti-dilutive. For the six months ended June 30, 2026, the gains resulting from the change in the fair value of the underlying derivative warrant liabilities were excluded from the calculation of diluted net loss per share because the impact was dilutive, resulting in a loss for the period. For the six months ended June 30, 2026, the potential common shares resulting from the exercise of the Public and Private Warrants were not included in the denominator for purposes of calculating diluted net loss per share because the impact was anti-dilutive. For the three and six months ended June 30, 2025, the Company s Public and Private Warrants were out-of-the-money and did not have an impact on the calculation of diluted net loss per share. As of December 31, 2025, all of the Sponsor Vesting Shares were vested (Refer to Note 7 for Sponsor Vesting Shares and Earn-out liabilities). For the three and six months ended June 30, 2026, the Sponsor Vesting Shares have been included in the computations of basic and diluted net loss per share from the beginning of the period. The vesting condition for the Promote Sponsor Vesting Shares was satisfied on February 6, 2025. As of June 30, 2025, the vesting condition for the Sponsor Redemption-Based Vesting shares remained unsatisfied. The underlying gain from the change in the fair value of the Promote Sponsor Vesting Shares has been excluded from the calculation of diluted net loss per share for the six months ended June 30, 2025 due to resolution of the contingency, resulting in a net loss for purposes of the computation. For the three and six months ended June 30, 2025, the Promote Sponsor Vesting Shares have been included in the computations of basic and diluted net income (loss) per share from the February 6, 2025 vesting date. The Promote Sponsor Vesting Shares were not included in the calculation of diluted net loss per share for the six months ended June 30, 2025 from the beginning of the period (January 1, 2025) because their effect would be anti-dilutive. For the three and six months ended June 30, 2025, the number of Sponsor Vesting Shares excluded from the computations of basic and diluted net income (loss) per share because the vesting conditions had not been satisfied totaled 580,273 shares. 24 Table of Contents The weighted-average common shares outstanding for the three and six months ended June 30, 2026 include 315,518 weighted-average shares for warrants having an exercise price of $0.01 per share each. The weighted-average common shares outstanding for the three and six months ended June 30, 2025 include 777,240 and 784,368 weighted-average shares for warrants having an exercise price of $0.01 per share each, respectively. The Company excluded the following potentially dilutive securities from the computations of diluted net loss per share for the three and six months ended June 30, 2026 and June 30, 2025 because their effect would be anti-dilutive: Six Months Ended June 30, 2026 2025 Common Stock warrants (1) 10,060,318 14,410,623 Stock Options 6,141,388 6,536,637 Restricted Stock Units 6,742,835 6,544,122 22,944,541 27,491,382 (1)The number of outstanding warrants as of both June 30, 2026 and June 30, 2025 does not include 1,340,310 unvested Customer Warrants. (13) Income Taxes The effective tax rate differs from the statutory rate, primarily due to the Company s history of incurring losses which have not been benefited, write-off of federal and state net operating loss carryforwards and research and development tax credit carryforwards under Internal Revenue Code (IRC) section 382 limitation, stock-based compensation and other permanent differences, including gains and losses on derivative warrant and earn-out liabilities. The Company has deferred tax assets as a result of temporary differences between the taxable income on its tax returns and GAAP income, R&D tax credit carry forwards and federal and state net operating loss carry forwards. A deferred tax asset generally represents future tax benefits to be received when temporary differences previously reported in the Company s condensed consolidated financial statements become deductible for income tax purposes, when net operating loss carry forwards could be applied against future taxable income, or when tax credit carry forwards are utilized in the Company s tax returns. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net U.S. federal and state deferred tax assets have been fully offset by a valuation allowance. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company s federal net operating loss carryforwards and research and development tax credit carryforwards, and other tax attributes are subject to annual limitation because of prior cumulative changes in the Company s ownership and may be further limited in the future if additional ownership changes occur. Similar rules apply under state tax laws. These ownership changes limit the amount of net operating loss carryforwards and research and development tax credit carryforwards that can be utilized annually to reduce the Company s federal and state income tax liabilities, if any. Such annual limitations could result in the expiration of the net operating loss carryforwards and research and development tax credit carryforwards before their utilization. The Company has incurred a cumulative pre-tax loss for the past three years. The Company expects that it will continue to incur losses for income tax purposes for the foreseeable future, and will continue to carry a full valuation allowance for its deferred tax assets. Accordingly, the Company did not record a provision for income taxes for either the three and six months ended June 30, 2026 or the three and six months ended June 30, 2025. (14) Collaborative Arrangements On February 27, 2025, the Company entered into a Collaboration Agreement (the Collaboration Agreement ) with Quanta Computer Inc., a Taiwan corporation ( Quanta ). The term of the Collaboration Agreement is for five years, subject to cancellation under certain circumstances. Pursuant to the Collaboration Agreement, during the five year period following February 27, 2025, the Company has agreed it will invest at least $250.0 million in the field of quantum computing, in furtherance of its product roadmap, and Quanta has agreed it will invest at least $250.0 million in the field of quantum computing, and the investment by Quanta will be towards personnel and capital expenditures for developing products and services and manufacturing capability in furtherance of the Company s product roadmap. No equity or joint venture was formed under the Collaboration Agreement. Costs incurred by the Company under the Collaboration Agreement, consisting of its expenditures for research and development and related capital, will be accounted for in accordance with GAAP as incurred. 25 Table of Contents Under the Collaboration Agreement, the Company will retain all rights, title and ownership to all QPU Technology (as defined in the Collaboration Agreement) and related intellectual property (IP) rights created in the course of activities specified in a statement of work under the Collaboration Agreement. Other than the QPU Technology and IP rights described above, to the extent there is any jointly created, invented or other developed technology in the course of the performance of activities specified in a statement of work under the Collaboration Agreement, the Company and Quanta will jointly own, and each party will hold a one-half undivided interest in, all such joint project technology and all newly-created or newly-arising IP rights with respect thereto. In connection with the Collaboration Agreement, on February 27, 2025, the Company entered into a securities purchase agreement with Quanta, pursuant to which the Company agreed to sell and issue to Quanta in a private placement transaction 3,020,412 shares of its Common Stock at a price per share of approximately $11.59, for an aggregate value of approximately $35.0 million. The price per share was based on the volume weighted-average price of the Company s Common Stock for the 15 trading days prior to February 27, 2025. The private placement transaction, which was subject to regulatory clearance, closed on April 29, 2025. In connection with the private placement transaction, Quanta entered into a board observer and confidentiality agreement under which it has the option and right to appoint a single representative to attend certain meetings of the board of directors of the Company, subject to exceptions, in a non-voting observer capacity. The securities purchase agreement also contains a lock-up provision prohibiting Quanta from selling any of the shares of the Company s Common Stock acquired in the securities purchase agreement for a three-year period following the closing of the private placement transaction. (15) Leases In April 2026, the Company entered into an operating lease agreement for the sublease of 12,543 square feet of additional building space located in Berkeley California, which will expire on November 30, 2029. The sublease agreement provides for increasing rental payments at fixed intervals, totaling $1.5 million over the 42-month lease term. Under the terms of the sublease agreement, the Company is responsible for its pro rata share of building operating costs and taxes, estimated to be approximately $0.4 million per year. Upon lease commencement, the Company recorded an initial right-of-use asset and a corresponding lease liability of $1.4 million, measured using an incremental borrowing rate of 6.85%. (16) Commitments and Contingencies Legal Proceedings From time to time, the Company is party to litigation and other legal proceedings in the ordinary course of business. While the results of any litigation or other legal proceedings are uncertain, the Company is not currently a party to any material legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company s business, financial position, results of operations or cash flows. The Company accrues loss contingencies when it is both probable that a loss will be incurred and when the amount of the loss or range of loss can be reasonably estimated. Indemnification Provisions The Company s agreements include provisions indemnifying customers against intellectual property and other third-party claims. In addition, the Company has entered into indemnification agreements with its directors, executive officers and certain other officers that require the Company, among other things, to indemnify them against certain liabilities that may arise as a result of their affiliation with the Company. The Company has not incurred any costs as a result of such indemnification obligations and has not recorded any liabilities related to such obligations in the condensed consolidated financial statements. 26 Table of Contents ITEM 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management s Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words believe, plan, intend, anticipate, target, estimate, expect, will, continue, project, forecast, goal, should, could, would, potential, and the like, and/or future tense or conditional constructions ( will, may, could, should, etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those described under Part I Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. See Cautionary Note Regarding Forward-Looking Statements elsewhere in this Quarterly Report on Form 10-Q. For purposes of this discussion, Rigetti, the Company, we, us or our refer to Rigetti Computing, Inc. and its subsidiaries unless the context otherwise requires. Overview We build quantum computers and the superconducting quantum processors that power them. We believe quantum computing represents one of the most transformative emerging capabilities in the world today. By leveraging quantum mechanics, we believe our quantum computers process information in fundamentally new, more powerful ways than classical computers. When scaled, it is anticipated that these systems will be poised to solve problems of staggering computational complexity at unprecedented speed. We are located and headquartered in Berkeley, California. We also operate in Fremont, California; London, United Kingdom; Adelaide, Australia; British Columbia, Canada; and Thane, India. Our revenue is derived primarily from operations in the United States and the United Kingdom. With the goal of unlocking this opportunity, we have developed the world s first multi-chip quantum processor for scalable quantum computing systems. We believe that this patented and patent pending, modular chip architecture is the building block for new generations of quantum processors that we expect to achieve a clear advantage over classical computers. Our long-term business model centers on revenue generated from sales of quantum processing units ( QPUs ) and quantum computing systems and providing access to quantum computing systems via the cloud in the form of Quantum Computing as a Service ( QCaaS ). Historically, most of our revenues have been derived from development contracts, and we anticipate this market opportunity will continue to represent an important source of revenue for at least the next several years as we work to ramp up sales of QPUs, quantum computing systems and QCaaS. Additionally, we are working to further develop a revenue stream and forging important customer relationships by entering into technology development contracts with various partners. We are a vertically integrated company. We operate Fab-1, a wafer fabrication facility dedicated to prototyping and producing our quantum processors. Through Fab-1, we own the means of production of our breakthrough multi-chip quantum processor technology. We leverage our chips through a full-stack product development approach, from quantum chip design and manufacturing through cloud delivery. We believe this full-stack development approach offers both the fastest and lowest risk path to building commercially valuable quantum computers. We have been generating revenue since 2018 through partnerships with government agencies and commercial organizations; however, we have incurred significant operating losses since inception. Our net loss was $216.2 million for the year ended December 31, 2025. We incurred a loss from operations of $54.0 million for the six months ended June 30, 2026. We expect to continue to incur additional losses for the foreseeable future as we invest in research, development, and infrastructure consistent with our long-term business strategy. As of June 30, 2026, we had an accumulated deficit of $790.5 million. Based on our forecasts, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to meet our anticipated operating cash needs for at least the next 12 months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our operating plans may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financing or other sources, such as strategic collaborations or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans. 27 Table of Contents We are focused on continuing to improve our system performance. As of the date of this Quarterly Report on Form 10-Q, we have achieved a median 99.8% two-qubit gate fidelity (based on internal testing) with 40 nanosecond gate speeds on our 9-qubit system by using a proprietary adiabatic CZ gate scheme. Leveraging this same gate scheme, we achieved two-qubit gate fidelities (based on internal testing) as high as 99.9% on prototype systems. We continue to be at 99.9% one-qubit gate fidelity (based on internal testing). In January 2026, we announced achievement of a median two-qubit gate fidelity (based on internal testing) of 99.6% on our 36-qubit system. In January 2026, Rigetti Computing India P L, a wholly owned subsidiary of Rigetti Computing, Inc., announced that it received an $8.4 million purchase order to deliver a 108-qubit quantum computer to C-DAC. The system will be installed on-premises at C - DAC s Bengaluru center and is expected to be deployed in the second half of 2026. In April 2026, Rigetti announced the general availability of its 108-qubit quantum computing system, Cepheus -1-108Q, with the system being accessible to customers and partners via the Rigetti Quantum Cloud Services (QCS ) Platform and through Amazon Braket, the quantum computing service by AWS. The system is also now available on Microsoft Azure Quantum and qBraid. Cepheus-1-108Q is Rigetti s highest qubit-count system to date and based on Rigetti s proprietary chiplet-based architecture. The system comprises twelve interconnected 9-qubit chiplets, tripling the number of qubits and chiplets from Rigetti s previous 36-qubit system, Cepheus-1-36Q. As of the date of this Quarterly Report on Form 10-Q, the system is performing at a 99.1% median two-qubit gate fidelity (based on internal testing) with a gate speed of approximately 60 nanoseconds and a 99.9% median single-gate fidelity (based on internal testing). We believe that we will be able to achieve our plans described above and elsewhere in this Quarterly Report on Form 10-Q; however, we face various risks and uncertainties relating to our business that could cause actual results to differ materially from our expectations stated herein. This Quarterly Report on Form 10-Q, including this Management s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the section entitled Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q. Recent Developments Department of Commerce Transaction On May 21, 2026, we announced that our wholly-owned subsidiary, Rigetti & Co, LLC ( Rigetti Sub ) entered into a Letter of Intent ( LOI ) with the U.S. Department of Commerce (the Department ) under the CHIPS Act of 2022, covering an award (the Award ) of up to $100.0 million in the aggregate, to be disbursed to Rigetti Sub in multiple payments, with $19.9 million to be made available on or about the date of the Award (the Award Date ), two subsequent potential payments of $22.2 million and $18.5 million, respectively, to be disbursed contingent on the satisfactory completion of certain project milestones, and subject to the Department s approval, an additional potential $39.4 million that may be disbursed to Rigetti Sub for other project activities (collectively, the Department of Commerce Transaction ). The LOI contemplates that Rigetti Sub will develop intellectual property and equip facilities at multiple existing U.S. project sites to address key technical challenges to accelerate superconducting quantum computing, including conducting, at project facilities, research and development activities related to the miniaturization and integration of readout electronics and leveraging of new, larger cryostat architectures. The Department of Commerce Transaction is subject to the negotiation and execution of definitive award documentation (the Definitive Award Documents ). The LOI provides that the period of performance of the Award ( Period of Performance ) terminates on the earlier of the completion of all project milestones and five (5) years from the Award Date. Additionally, the LOI requires that Rigetti Sub expend advance payments solely on eligible project costs as defined in the Definitive Award Documents. Under its terms, the LOI terminates upon the execution of the Definitive Award Documents or by mutual agreement of the parties. Pursuant to the terms of the LOI, in exchange for receiving the Award, the Company will be required to issue shares of the Company s Common Stock on the Award Date to the Department in the total aggregate potential amount of the Award, at an implied issuance price that is based on the lowest reported closing price per share on: (i) the date that the first draft of the LOI was transmitted from the Department to Rigetti Sub (May 5, 2026), (ii) the date that the LOI was executed by Rigetti Sub and the Department (May 20, 2026), and (iii) the Award Date, in each case, discounted by fifteen percent (15%). The LOI contemplates that, while held by the Department, the securities that the Company will issue pursuant to the Definitive Award Documents will be non-voting to the extent permitted by applicable law and freely transferable. 28 Table of Contents The LOI provides for certain data and intellectual property rights, domestic production, and research security requirements, including U.S. government license rights and restrictions on transfer of intellectual property developed using funds from the Award, U.S.-ownership and manufacturing requirements, and research security compliance and certification obligations. The LOI also provides the right to the Department to claw back up to the full disbursed Award amount for certain breaches involving intellectual property, domestic production, or research security requirements, or for failure to complete or abandonment of the project. Pursuant to the LOI, the Company and the Department have agreed to negotiate in good faith to enter into Definitive Award Documents with respect to the Award within 60 days and no later than 90 days after the date of the LOI (unless otherwise extended by the Department). In the event that Definitive Award Documents are not executed and delivered by us during this period as a result of our failure to negotiate in good faith, then the Department has the right (but not the obligation) to unilaterally declare that the LOI is binding and will serve as the operative Definitive Award Document, issue the Award pursuant to the terms included in the LOI and receive the shares of Company Common Stock on the economic terms set forth in the LOI. The LOI further provides that, if we fail to provide such payment to the Department, the Department will be entitled to seek specific performance, damages, or otherwise seek or impose any other remedy available. The Department of Commerce Transaction remains subject to the negotiation and execution of the Definitive Award Documents, the satisfaction of certain conditions, and final government approvals. There can be no assurance that the Department of Commerce Transaction will be consummated. Even if the Definitive Award Documents are executed, we may not receive the full amount of the Award as subsequent tranches are subject to the achievement of specified milestones, and previously disbursed amounts under the Award may be subject to claw back by the Department in certain circumstances as described above. See Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q for a discussion of risk factors relating to the Department of Commerce Transaction. Macroeconomic Considerations Results of our operations have varied and may continue to vary based on the impact of changes in the domestic or global economy. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, interest rates, financial and credit market fluctuations, supply chain constraints, governmental actions and regulations such as international trade policies, tariffs and export controls, national security interests, pandemics, political turmoil, government shutdowns, natural catastrophes, military conflicts, and terrorist attacks in the United States or elsewhere, could negatively affect our business, including progress toward the development of quantum computing by increasing the cost of materials and components and our operating costs. It is not possible at this time to estimate the long-term impact that these and related events could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. If these conditions persist and deepen, we could experience an inability to access additional capital if needed, or our liquidity could otherwise be impacted, and the trading price of our Common Stock could decline. For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled Part I Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, including the risk factor titled Unstable or unfavorable market and economic conditions in our industry and or the global economy have had and may continue to have serious adverse consequences on our business, financial condition and share price. In the future, we may be required to record significant charges for impairment of our long-lived assets, other assets or investments. Key Components of Results of Operations Revenue We generate revenue through our development contracts, as well as from our sales of QPUs, quantum computing systems and our QCaaS offerings and other services including training and provision of quantum computing components. Development contracts are generally multi-year, non-recurring arrangements pursuant to which we provide professional services regarding collaborative research in practical applications of quantum computing to technology and business problems within the customer s industry or organization and assists the customer in developing quantum algorithms and applications to assist customers in areas of business interest. Cost of Revenue Cost of revenue consists primarily of all direct and indirect costs associated with sales of QPUs, quantum computing systems, QCaaS offerings and development contracts and other services, including materials, employee costs for program management and personnel associated with the delivery of goods and services to customers, and sub-contract costs for work performed by third parties. Cost of revenue also includes an allocation of facility costs, depreciation and amortization directly related to the development contracts and QCaaS offerings and other services. 29 Table of Contents Operating Expenses Our operating expenses primarily consist of research and development, and selling, general and administrative expenses. Research and Development Research and development expenses include compensation, employee benefits, stock-based compensation, outside consultant fees, facility costs, depreciation and amortization, materials and components purchased for research and development. We expect research and development expenses to increase as we continue to invest in quantum computing and the superconducting quantum processors needed for quantum computers. We do not currently capitalize any research and development expenditures. Research and development costs are expensed as incurred. Selling, General and Administrative Selling, general and administrative expenses include compensation, employee benefits, stock-based compensation, insurance, facility costs, professional service fees, and other general overhead costs other than those associated with research and development or sales of QPUs, quantum computing systems and providing development contracts, QCaaS offerings and other services. We expect selling, general and administrative expenses to increase as we grow our business, particularly to the extent we are able to demonstrate the usefulness of quantum computers and achieve quantum advantage, and subsequently enhance our product and service offerings, expand our customer base, and implement new marketing strategies. Provision for Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. We have recorded a full valuation allowance against our deferred tax assets. Results of Operations Comparison of the Three and Six Months Ended June 30, 2026 and June 30, 2025 The following table sets forth our results of operations for the periods indicated (in thousands): Three Months Ended Six Months Ended June 30, 2026 versus 2025 June 30, 2026 vs. 2025 2026 2025 $ Change % Change 2026 2025 $ Change % Change Revenue $ 5,138 $ 1,801 $ 3,337 185 % $ 9,538 $ 3,273 $ 6,265 191 % Cost of revenue 2,950 1,235 1,715 139 % 5,972 2,265 3,707 164 % Total gross profit 2,188 566 1,622 287 % 3,566 1,008 2,558 254 % Operating expenses: Research and development 20,728 13,522 7,206 53 % 40,685 28,977 11,708 40 % Selling, general and administrative 9,522 6,926 2,596 37 % 16,894 13,545 3,349 25 % Total operating expenses 30,250 20,448 9,802 48 % 57,579 42,522 15,057 35 % Loss from operations (28,062) (19,882) (8,180) 41 % (54,013) (41,514) (12,499) 30 % Other income (expense), net: Interest income 5,058 3,042 2,016 66 % 10,421 5,194 5,227 101 % Change in fair value of derivative warrant liabilities (29,602) (20,557) (9,045) 44 % 24,095 32,705 (8,610) (26) % 30 Table of Contents Change in fair value of earn-out liabilities (2,257) 2,257 (100) % 6,580 (6,580) (100) % Total other income (expense), net (24,544) (19,772) (4,772) 24 % 34,516 44,479 (9,963) (22) % Net income (loss) before provision for income taxes (52,606) (39,654) (12,952) 33 % (19,497) 2,965 (22,462) NM Provision for income taxes Net income (loss) $ (52,606) $ (39,654) $ (12,952) $ (19,497) $ 2,965 $ (22,462) *NM Not Meaningful Revenue Revenue increased by $3.3 million and $6.3 million for the three and six months ended June 30, 2026, when compared to the three and six months ended June 30, 2025, respectively. The increases were mainly due to higher sales of 9-qubit Novera quantum computing systems and related products. The timing and delivery of sales of QPUs, quantum computing system and QCaaS will vary and impact revenue in any given quarterly or annual period. Our development contracts are typically time and materials, cost-share based or fixed price milestone contracts and the timing and amounts of revenue recognized in any given period will vary significantly based on the work performed and/or satisfaction of performance obligations. Revenue is expected to vary in terms of timing and size, resulting in significant fluctuations in revenue levels in future periods. For the next few years, we expect much of our revenue to be generated from development contracts and anticipated sales of on-premises QPUs and quantum computing systems. We expect revenue will vary in future quarterly and annual periods due to changes in the composition of our revenue and variability in the pricing and terms of our sales and development contracts. Cost of Revenue Cost of revenue increased by $1.7 million and $3.7 million for the three and six months ended June 30, 2026, when compared to the three and six months ended June 30, 2025, respectively. The increases in cost of revenue were mainly due to higher revenue levels during these periods. During the three and six months ended June 30, 2026, a significant portion of our revenue was derived from sales of on-premises 9-qubit Novera quantum computing systems and related products. These sales tend to have a higher gross margin profile than sales of collaborative research and professional services. We expect that cost of revenue and total gross profit as a percentage of revenue will vary in future quarterly and annual periods due to changes in the composition of our revenue and variability in the pricing and terms of our sales and development contracts. Operating Expenses Research and Development Research and development expenses increased by $7.2 million and $11.7 million for the three and six months ended June 30, 2026, respectively, when compared to the three and six months ended June 30, 2025, respectively. The increase in research and development expenses for the three months ended June 30, 2026, when compared to the three months ended June 30, 2025, was mainly due to a $2.3 million increase in salaries and employee related costs, a $2.6 million increase in stock-based compensation, a $0.9 million increase in depreciation expenses, a $0.5 million increase in consulting services and a $0.9 million increase in all other research and development costs. The increase in research and development expenses for the six months ended June 30, 2026, when compared to the six months ended June 30, 2025, was mainly due to a $3.5 million increase in salaries and employee related costs, a $4.0 million increase in stock-based compensation, a $1.6 million increase in depreciation expenses, a $1.2 million increase in materials costs, a $0.5 million increase in consulting services and a $0.9 million increase in all other research and development costs. The increase in salaries and employee related costs and stock-based compensation was due to additional hires, annual salary increases and stock-based compensation awards for existing employees. The increase in depreciation expense was due to additional 31 Table of Contents fixed assets being purchased and placed into service. The increases in consulting, materials and all other research and development costs was due to a ramp-up in our research and development activities related to our goals of achieving quantum advantage and large-scale fault tolerant quantum computing. We anticipate that research and development expenditures will grow in the future as we continue to focus on our technology roadmap and goals of achieving quantum advantage and large-scale fault tolerant quantum computing. In the future, we may seek to significantly increase our capital expenditures, including to upgrade our current chip fabrication facility, purchase additional dilution refrigeration equipment, and possibly invest in a new quantum chip fabrication facility, which would require a significant amount of cash for capital expenditures and increase our depreciation expense in future years. Selling, General and Administrative Selling, general and administrative expenses increased by $2.6 million and $3.3 million for the three and six months ended June 30, 2026, when compared to the three and six months ended June 30, 2025, respectively. The increase in selling, general and administrative expenses for the three months ended June 30, 2026, when compared to the three months ended June 30, 2025, was mainly due to a $0.9 million increase in stock-based compensation, a $0.6 million increase in legal costs, a $0.5 million increase in consulting and lobbying costs and a $0.6 million increase in all other selling, general and administrative expenses. The increase in selling, general and administrative expenses for the six months ended June 30, 2026, when compared to the six months ended June 30, 2025, was mainly due to a $0.7 million increase in salaries and employee related costs, a $1.2 million increase in stock-based compensation, a $0.7 million increase in consulting and lobbying costs and a $0.7 million increase in all other selling, general and administrative expenses. The increase in salaries and employee-related costs and stock-based compensation was mainly due to annual salary increases and stock-based compensation awards for existing employees. The increase in sales and marketing costs was due to increased investment in sales and marketing activities. The increase in all other selling, general and administrative expenses was due to an increase in employee recruitment, higher headcount and inflation, and typical fluctuations in expense levels. We expect to incur additional selling, general and administrative expenses to support the growth of our business. Further, we expect selling, general and administrative expenses to increase over the longer term, particularly after we potentially achieve quantum advantage, and plan to subsequently enhance our sales and service offerings, expand our customer base, and implement new marketing strategies. Other income (expenses), net Interest income Interest income was $5.1 million and $10.4 for the three and six months ended June 30, 2026, respectively, compared to $3.0 million and $5.2 million for the three and six months ended June 30, 2025, respectively. The increase in interest income during the three and six months ended June 30, 2026, when compared to the three and six months ended June 30, 2025, was due to an increase in the balances of our invested cash and available-for-sale investments resulting from an equity offering and the Quanta private placement investment during the second quarter of 2025, and cash proceeds from warrant exercises in the fourth quarter of 2025. Fluctuations in the rates of interest earned on our investments also had an impact on interest income during these periods. Change in Fair Value of Warrant Liabilities A discussion of the change in the fair value of the warrant liabilities is included in Note 6 Warrants to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026, included elsewhere in this Quarterly Report on Form 10-Q. The change in fair value of our warrant liabilities for the three and six months ended June 30, 2026 was a loss of $29.6 million and a gain of $24.1 million, respectively. The change in fair value of our warrant liabilities for the three and six months ended June 30, 2025, was a loss of $20.6 million and a gain of $32.7 million, respectively. The change in fair value for the three and six months ended June 30, 2026 and June 30, 2025 was primarily due to fluctuations in our stock price. 32 Table of Contents Change in Fair Value of Earn-Out Liabilities A discussion of the change in the fair value of the earn-out liabilities is included in Note 7 Earn-out Liabilities to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026, included elsewhere in this Quarterly Report on Form 10-Q. As of December 31, 2025 all of the earn-out liabilities were satisfied and the remaining liability balance was zero. The earn-out liabilities had no impact on our condensed consolidated financial statements for the three and six months ended June 30, 2026, and we do not expect the earn-out liabilities to have any impact on the consolidated financial statements in future periods. The change in fair value of our earn-out liabilities for the three and six months ended June 30, 2025 was a loss of $2.3 million and gain of $6.6 million, respectively. The change in fair value for the three and six months ended June 30, 2025 was primarily due to fluctuations in our stock price. Provision for Income Taxes We have incurred a cumulative pre-tax loss for the past three years. We expect to continue to incur losses for income tax purposes for the foreseeable future and will continue to carry a full valuation allowance for our deferred tax assets. Accordingly, we did not record a provision for income taxes for either the three and six months ended June 30, 2026 or the three and six months ended June 30, 2025. Liquidity and Capital Resources We have incurred net losses and negative cash flows since inception. Historically, we have financed our operations primarily through the sale and issuance of Common Stock, preferred stock, warrants, convertible notes, debt and revenues. During the year ended December 31, 2025, we incurred net a loss of $216.2 million. We incurred a loss from operations of $54.0 million for the six months ended June 30, 2026. As of June 30, 2026, we had an accumulated deficit of $790.5 million, and we expect to incur additional losses for the foreseeable future. We believe that our existing balances of cash, cash equivalents and available-for-sale investments will be sufficient to meet our anticipated operating cash needs for at least the next twelve months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our operating plan may change because of factors currently unknown, including factors described herein, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans. We have based these estimates on assumptions that may prove to be wrong and we could use our available capital resources sooner than we currently expect, and future capital requirements and the adequacy of available funds will depend on many factors including those described in the section titled Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q. If we are unable to raise capital when needed and on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and/or other efforts. A recession or market corrections resulting from the impact of macroeconomic conditions could materially affect our business and the value of our securities. Our cash requirements include employee-related costs such as salaries and benefits; materials and components for research and development; working capital requirements; capital expenditures for our quantum chip fabrication facility; quantum computing refrigerators and other requirements; planned development of multiple generations of quantum processors; anticipated investments to scale our operations in the future; and strategic collaborative arrangements and investments. In the future, we may seek to significantly increase our capital expenditures, including to upgrade our chip fabrication facility, possibly invest in a new quantum chip fabrication facility and for additional quantum computing refrigerators, which would require a significant amount of cash for capital expenditures. With respect to our longer-term future cash requirements, we will require a significant amount of cash for expenditure as we invest in ongoing research and development and business operations, including with respect to the Collaboration Agreement with Quanta, pursuant to which we are required to invest at least $250.0 million in the field of quantum computing in furtherance of our product roadmap over a five year period commencing on February 27, 2025. 33 Table of Contents Until such time as we can generate significant revenue from sales of QPUs and quantum computing systems, our development contracts and other services, including our QCaaS offering, we believe we will meet our cash requirements and obligations primarily through our existing cash, cash equivalents and available-for-sale investments, potential securities financings or other capital sources. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. In addition, the likelihood that Public Warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock is less than $11.50 per share, we believe holders of our Public Warrants will be unlikely to exercise their warrants. To the extent our warrants are exercised, additional shares of Common Stock will be issued, which will result in dilution to the holders of our Common Stock and increase the number of shares eligible for resale in the public market. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed and on attractive terms, we may be required to delay, limit, or substantially reduce our quantum computing development efforts. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q. Macroeconomic conditions, including inflation, interest rates and impacts from government policy and actions, such as international trade restrictions and policies, tariffs, export controls or other restrictions, may have adverse consequences, which may result in an economic recession globally or in the U.S., which could lead to a reduction in product demand, a decrease in corporate capital expenditures, prolonged unemployment, labor shortages, reduction in consumer confidence, adverse geopolitical and macroeconomic events including military conflicts, or any similar negative economic condition. In addition, macroeconomic and geopolitical conditions may lead to disruptions to, and volatility and uncertainty in, the credit and financial markets in the U.S. and worldwide. Cash Flows Used in Operating Activities Our cash flows from operating activities are significantly affected by our ability to achieve significant growth to offset expenditures related to research and development, and selling, 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 accounts payable and other current assets and liabilities. Net cash used in operating activities during the six months ended June 30, 2026 was $32.0 million, primarily resulting from our net loss of $19.5 million, further reduced by non-cash income totaling $6.9 million. Changes in operating assets and liabilities had a $5.6 million unfavorable impact on the net cash used in operating activities during the six months ended June 30, 2026. Net cash used in operating activities during the six months ended June 30, 2025 was $29.8 million, primarily resulting from our net income of $3.0 million, reduced by non-cash income totaling $30.5 million. Changes in operating assets and liabilities had a $2.3 million unfavorable impact on the net cash used in operating activities during six months ended June 30, 2025. Cash used in operating activities increased by $2.2 million to $32.0 million during the six months ended June 30, 2026, from $29.8 million during the six months ended June 30, 2025. The $22.5 million increase in our net loss for the six months ended June 30, 2026, when compared to our net income for the six months ended June 30, 2025, was mostly due to a reduction in non-cash income during the six months ended June 30, 2026. Non-cash income favorably impacting our net loss decreased by $23.5 million to $6.9 million during the six months ended June 30, 2026, when compared to the six months ended June 30, 2025. Higher operating expenses, offset in part by an increase in total gross profit and interest income also negatively impacted our net loss. Operating assets and liabilities had a $3.3 million unfavorable impact on the change in cash used in operating activities during the six months ended June 30, 2026, when compared to the six months ended June 30, 2025. Cash Flows Provided by (used in) Investing Activities Cash provided by investing activities during the six months ended June 30, 2026 totaled $15.0 million, resulting from $221.0 million of maturities of available-for-sale securities, partially offset by $189.6 million of purchases of available-for-sale securities and $16.4 million of purchases of property and equipment. 34 Table of Contents Cash used in investing activities during the six months ended June 30, 2025 totaled $369.7 million, resulting from $438.5 million of purchases of available-for-sale securities and $8.2 million of purchases of property and equipment, partially offset by $77.0 million of maturities of available-for-sale securities. Investments in property and equipment relate primarily to process computing equipment, quantum computing refrigerators, and development tools for our chip fabrication facility. Net cash provided by investing activities during the six months ended June 30, 2026 increased by $384.7 million, when compared to the six months ended June 30, 2025, primarily due to a reduction in purchases of available-for-sale securities and higher maturities of available-for-sale securities, offset in part by higher purchases of property and equipment. Cash Flows Provided by Financing Activities Cash provided by financing activities during the six months ended June 30, 2026 totaled $0.5 million, consisting of proceeds from the exercise of stock options and common stock warrants. Cash provided by financing activities during the six months ended June 30, 2025 totaled $389.1 million. We received net proceeds of $346.7 million from the sale of 30,309,780 shares of common stock pursuant to our ATM offering that was completed in the six months ended June 30, 2025. We received proceeds of $35.0 million from the sale of 3,020,412 shares of common stock from the private placement transaction with Quanta. We received proceeds of $6.3 million from tax withholdings on sell-to-cover tax equity award transactions, proceeds of $1.4 million from the exercise of stock options and proceeds of $0.5 million from the exercise of warrants. We also paid $0.8 million for offering costs. Cash provided by financing activities decreased by $388.6 million during the six months ended June 30, 2026, when compared to the six months ended June 30, 2025. The decrease was primarily due to lower proceeds from the sale of common stock. During the six months ended June 30, 2025, we received significant net proceeds from the sale of shares of common stock pursuant to an ATM offering and to Quanta. Lower proceeds from the exercise of stock options and common stock warrants and from tax withholdings on sell-to-cover tax equity award transactions during the six months ended June 30, 2026, when compared to the six months ended June 30, 2025, also contributed to the decrease. Contractual Obligations and Contingencies See Note 16 Commitments and Contingencies to our unaudited interim condensed consolidated financial statements located elsewhere in this Quarterly Report on Form 10-Q for a description of our contractual obligations and contingencies. We have purchase commitments in the form of open purchase orders, primarily for property and equipment. As of June 30, 2026, the total of these purchase commitments was $35.0 million, of which approximately $21.0 million is related to property and equipment. These amounts are primarily short-term in nature and are expected to be satisfied within the next year. In certain circumstances, the amount of our purchase commitments may change based on the expected timing of order fulfillment from our suppliers. For information regarding our non-cancellable lease obligations, see the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ending December 31, 2025, and Note 15 Leases to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026, included elsewhere in this Quarterly Report on Form 10-Q. For information regarding the risks related to our manufacturing and supply chain and other risks, see the section titled Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q. Critical Accounting Policies and Significant Judgements and Estimates This discussion and analysis of financial condition and results of operations is based upon the Company s condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions pertaining to revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. 35 Table of Contents There have been no material changes to our critical accounting estimates from those described under Management s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. Critical accounting estimates are defined as those reflective of significant judgments, estimates and uncertainties, which may result in materially different results under different assumptions and conditions. Within our Annual Report on Form 10-K for the year ended December 31, 2025, we have disclosed our critical accounting estimates that we believe have the greatest potential impact on our consolidated financial statements. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results. Recently Issued Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 of our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 included elsewhere in this Quarterly Report on Form 10-Q. Emerging Growth Company Status In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an emerging growth company ( EGC ) 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. Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Following the Business Combination, we still qualify as an emerging growth company and plan to take advantage of the extended transition period that emerging growth company status permits. During the extended transition period, it may be difficult or impossible to compare our financial results with the financial results of another public company that complies with public company effective dates for accounting standard updates because of the potential differences in accounting standards used. We will remain an EGC under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a large accelerated filer under the rules of the SEC or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk As of June 30, 2026 we had cash and cash equivalents of $27.8 million. As of June 30, 2026 we had short-term and long-term available-for-sale investments of $513.5 million. Our cash and cash equivalents are held in bank deposits and money market funds. Our investments are held in U.S. government treasury securities. The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without significantly increasing risk. Due to the nature of our investments and their limited duration until maturity, we do not believe we have material exposure to changes in their fair value due to fluctuations in interest rates. Declines in interest rates, however, would reduce our future interest income as securities mature and are re-invested in lower yielding instruments. Concentration of Credit Risk We maintain our bank deposits and other cash equivalents with high-quality financial institutions. Although deposits may exceed federally insured limits, we have not experienced any losses related to these balances. Our cash equivalents and investment portfolio is limited to high-credit-quality instruments, and we believe our credit risk exposure is minimal. Derivative Warrant Risk We are exposed to equity price risk with respect to certain of our outstanding warrants. The fair value of warrants classified as liabilities is remeasured at each reporting date, with changes in fair value recognized in our condensed consolidated statements of operations. The valuation of these instruments is sensitive to changes in: The price of our publicly traded common stock warrants; Our common stock price; Expected volatility; 36 Table of Contents Risk-free interest rates; and Remaining contractual term. A hypothetical 10% increase in the price of our publicly traded common stock warrants and the price of our common stock as of June 30, 2026, would have resulted in an increase in the fair value of our warrant liabilities of approximately $8.0 million, with a corresponding impact to other income and expense. Because these instruments are measured at fair value, volatility in the price of our publicly traded common stock warrants or our common stock price may result in non-cash gains or losses in future periods. Foreign Currency Risk We have limited foreign currency exposure related to transactions denominated in currencies other than the U.S. dollar, primarily associated with operating costs, international vendor relationships and sales of collaborative research, materials and quantum computers. A hypothetical 10% change in applicable foreign currency exchange rates would not have had a material impact on our results of operations or financial condition as of June 30, 2026. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act ), that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based on the evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded that, as of June 30, 2026, our disclosure controls and procedures were effective at a reasonable assurance level. Changes in Internal Control over Financial Reporting There were no material changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, we may be subject to litigation and claims arising in the ordinary course of business. While the results of any litigation or other legal proceedings are uncertain, we are not currently a party to any material legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial position, results of operations or cash flows. We accrue for loss contingencies when it is both probable that we will incur the loss and when we can reasonably estimate the amount of the loss or range of loss. ITEM 1A. RISK FACTORS In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K Risk Factors ) for a more complete understanding of the risks and uncertainties material to our business that make an investment in our securities speculative or risky. There have been no material changes to our risk factors as previously disclosed in the 2025 Form 10-K Risk Factors, except as follows: We are in our early stages and have a limited operating history, which makes it difficult to forecast the future results of our operations. We have in the past failed to meet publicly announced milestones and may fail to meet projected technological milestones 37 Table of Contents in the future. In addition, we have in the past changed our technology roadmap, including the anticipated milestones and timing thereof. Our business was founded in 2013 and has operated quantum computers over the cloud since 2017. As a result of our limited operating history, our ability to accurately forecast the future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our ability to generate revenues will largely be dependent on our ability to develop and produce quantum computers with increasing numbers of quantum bits ( qubits ) and with increasing levels of performance. As of the date of this Quarterly Report on Form 10-Q, we have deployed a quantum computer having 108 qubits performing at a 99.1% median two-qubit gate fidelity (based on internal testing) with a gate speed of approximately 60 nanoseconds and a 99.9% median single gate fidelity (based on internal testing). We are still in the technology development phase. Our scalable business model has not been formed as of yet and our technology roadmap may not be realized as quickly as hoped, or even at all. We have in the past failed to meet publicly announced milestones and may fail to meet projected technological milestones in the future. We have in the past changed our technology roadmap, including the anticipated milestones and timing thereof, including in each of the years ended December 31, 2018, 2022, 2023 and 2025. In April 2026, we announced that we intend to update our roadmap later in 2026, including updates to anticipated milestones and the anticipated timeline for milestones. Furthermore, we may be unable to achieve the milestones in our technology roadmap on their announced anticipated timeline or at all, including our next generation of modular system architecture, targeted qubit counts and fidelities. The development of our scalable business model will likely require the incurrence of a substantially higher level of costs than incurred to date, while our revenues will not substantially increase unless and until more powerful, scalable, higher performing computers are produced, which requires a number of technological advancements which may not occur on the currently anticipated timetable or at all. As a result, our historical results should not be considered indicative of our future performance. Further, in future periods, our growth could slow or decline for a number of reasons, including but not limited to slowing demand for sales of our on-premise quantum computers, QCaaS or QCS, increased competition, changes to technology, inability to scale up or improve performance of our technology, a decrease in the growth of the market, or our failure, for any reason, to continue to take advantage of growth opportunities. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties and our future growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer. Our success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years. There is no certainty these research and development milestones will be achieved as quickly as hoped, or even at all. Risks Related to the Department of Commerce Transaction In the event that the Department of Commerce Transaction progresses from the Letter of Intent to Definitive Award Documents, it is expected to be funded in phases over time and is subject to our achieving milestones, and there can be no assurance that such milestones will be achieved on the expected timeline or at all; any failure to meet a milestone could result in the withholding of funding and may subject previously disbursed amounts to clawback provisions. On May 21, 2026, we announced that our wholly-owned subsidiary, Rigetti Sub, entered into the Letter of Intent with the Department of Commerce under the CHIPS Act of 2022, covering an award amount of up to an aggregate $100.0 million, to be disbursed to Rigetti Sub in one payment of $19.9 million to be made on the Award Date, two potential subsequent payments of $22.2 million and $18.5 million, respectively, in connection with the satisfactory completion of certain project milestones, and an additional potential $39.4 million that may be disbursed for other project activities. The Letter of Intent for the Department of Commerce Transaction provides, and the Definitive Award Documents for such collaboration are anticipated to provide, that the Award amounts will be released to us in phases over time subject to our achievement of specified business milestones, all of which are expected to be required to be achieved within the five-year Period of Performance. There can be no assurance that such milestones will be achieved on the expected timeline, or at all. If we are unable to meet such milestones, the corresponding funding will not be released to us. Our satisfaction of any given milestone, and receipt of the associated funding, does not guarantee that we will be able to meet any subsequent milestones and may subject previously disbursed amounts to clawback provisions. Further, our satisfaction of one or more milestones for one project does not guarantee that we will be able to meet any milestones for the other projects. Additionally, our ability to address key technical challenges related to superconducting quantum computing, including research and development activities related to the miniaturization and integration of readout electronics and leveraging of new, larger cryostat architectures is dependent upon a multitude of technical, commercial, organizational and ecosystem factors. The Department of Commerce Transaction is currently contemplated pursuant to the Letter of Intent and remains subject to the negotiation and execution of the Definitive Award Documents, satisfaction of conditions precedent, and final government approvals, 38 Table of Contents and there can be no assurance that such documentation will be executed or that the collaboration will be consummated on the anticipated terms or at all, any of which could have a material adverse effect on our business, prospects, financial condition and results of operations. Furthermore, the Letter of Intent obligates us to negotiate in good faith with the Department to execute and deliver the Definitive Award Documents for the Department of Commerce Transaction within 60 days and no later than 90 days after the date of the Letter of Intent (unless otherwise extended by the Department) and includes certain requirements with respect to negotiation matters. In the event that Definitive Award Documents are not executed and delivered by during this period of 90 days after the date of the Letter of Intent as a result of our failure to negotiate in good faith, and if the Department has complied with its obligation to negotiate the Definitive Award Documents in good faith during such period, then the Department has the right (but not the obligation) to unilaterally declare that the Letter of Intent is binding and will serve as the operative Definitive Award Document, and to issue the Award pursuant to the terms included in the Letter of Intent and require us to issue shares of Company common stock on the economic terms set forth in the Letter of Intent. We have no such similar right to enforce the terms of the Letter of Intent. The Letter of Intent further provides that, if we fail to provide such payment to the Department, the Department will be entitled to seek specific performance, damages, or otherwise seek or impose any other remedy available. 39 Table of Contents While we may execute Definitive Award Documents with the government and receive funding thereafter, there can be no assurances that the authorization and continued support for the transactions contemplated by the Definitive Award Documents will not be modified, challenged or impaired in the future, which could adversely affect on our business, prospects, financial condition and results of operations. We expect to enter into Definitive Award Documents for the Department of Commerce Transaction on substantially the terms set forth in the Letter of Intent. However, given the heightened sensitivity and complexity of contracting with a government entity, particularly in a high-profile industry implicating national security, there can be no assurances that terms of the Department of Commerce Transaction, including the Definitive Award Documents once executed, will not be modified, challenged or impaired in the future, which could adversely affect our business, prospects, financial condition and results of operations. We believe there are multiple factors that may contribute to this uncertainty, including, but not limited to, the interpretation of current and future, and enactment of future, federal and international laws, regulations, administrative actions and rulings, and interpretations and changes to interpretations thereof, whether by a court or within the legislative or executive branches of the federal government; our ability to comply with any conditions or other requirements imposed by such laws, regulations, actions and rulings, and changes thereto; a determination by the legislative, judicial, or executive branches of the federal government that any aspect of the Department of Commerce Transaction, or the related Definitive Award Documents, was unauthorized, void, or voidable; future changes in federal administration and related executive and legislative priorities; the continued availability of Congressional appropriations and Department funding; geopolitical developments; and the legal and strategic challenges associated with enforcing the obligations of and seeking performance from a government counterparty, especially in conjunction with the unique defenses and remedies available to the federal government. Furthermore, while the Department is expected to be contractually bound under the Definitive Award Documents, if breached, no other agency, office or branch of the federal government has made any assurances or will have any obligations under the Definitive Award Documents to actively support, accede to or refrain from challenging, investigating or otherwise impeding the commitments and obligations of the parties to the Definitive Award Documents or relating to the Department of Commerce Transaction, whether now or in the future. The Department of Commerce Transaction may also be challenged by other third parties and is subject to the risk of litigation, the cost and result of which could adversely affect our business, prospects, financial condition and results of operations. Future funding may be required to meet milestones under the Department of Commerce Transaction. Our ability to fund such obligations from our balance sheet or by raising additional equity or debt financing may be adversely affected by market conditions, interest rates, investor risk appetite, or macroeconomic factors beyond our control. In the event that our budgeted sources of cash assumed to fund the Department of Commerce Transaction are lower than anticipated, we would be obligated under the terms of the Definitive Award Documents to find an alternative source of cash. Our ability to fund such obligations from our balance sheet would depend on the strength of our balance sheet at the time. Our ability to obtain such capital would depend on market conditions and our operating performance, and may result in higher costs of capital, increased leverage, or dilution to existing stockholders. Depending on the type and terms of any financing we pursue, stockholders rights and the value of their investment in our common stock could be reduced. Any additional equity financing would dilute shareholdings. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted. New or additional debt financing, if available, could involve restrictions on financing and operating activities. Interest on such debt could also increase costs and negatively impact operating results. If we need additional financing and are unable to obtain it as needed, and at competitive rates, our ability to fund our current operations and implement our business plan and strategy could be negatively affected, and we could be forced to reduce the scope of our operations and scale back our research and development programs. Certain market disruptions could also increase our cost of borrowing or negatively affect our ability to access one or more financial markets. Such market disruptions could result from: adverse macroeconomic conditions, including inflationary factors or the occurrence of recession; adverse equity or debt capital market conditions, including as a result of rising interest rates; poor performance and health of the quantum computing industry in general; bankruptcy or financial distress of quantum computing companies; significant decreases in the current or future anticipated demand for quantum computing; or adverse regulatory actions that could impact the quantum computing industry. 40 Table of Contents Because the Department will keep 100% of the shares of Company common stock that it is receiving whether or not the Department of Commerce Transaction is funded in full or at all, if all or part of the Department of Commerce Transaction is not funded for any reason, or if the funding is received but subsequently clawed back, existing holders of our Company common stock may experience dilution without a corresponding infusion of capital into the Company. Pursuant to the Letter of Intent, as a condition to entry into the Definitive Award Documents for the Department of Commerce Transaction, we will be required to issue shares of the Company s common stock on the Award Date to the Department in the total amount of the Award, at an implied issuance price that is based on the lowest reported closing price per share on: (i) the date that the first draft of the Letter of Intent was transmitted from the Department to Rigetti Sub (May 5, 2026), (ii) the date that the Letter of Intent is executed by Rigetti Sub and the Department (May 20, 2026), and (iii) the Award Date, in each case, discounted by fifteen percent (15%). The Department will retain 100% of such shares whether or not the Award is funded in full or if the funding is received but subsequently clawed back. Accordingly, existing common stockholders will experience dilution of their ownership positions in connection with any such issuance. If the trading price of our common stock declines prior to the Award Date, we may be required to issue a substantial number of shares on the Award Date and existing common stockholders would experience substantial dilution of their ownership positions without a corresponding infusion of capital into the Company. If the shares of common stock that we issue to the Department are subsequently sold by the Department or its nominee into the public markets, or a perception begins to exist that such sales might occur, the market price of our common stock could become depressed, with could further impair our ability to raise capital through the sale of additional equity securities. The financial, tax and accounting treatment of the Department of Commerce Transaction contemplated by the Definitive Award Documents remains uncertain and subject to change. Given both the novelty and complexity of the Department of Commerce Transaction, and the ongoing negotiation of the Definitive Award Documents, our initial analysis of the financial, tax and accounting implications of our commitments and obligations in connection with the Department of Commerce Transaction has not been completed. Additionally, no assurance can be provided that this initial assessment will not require adjustment or amendment over time due to changes in tax law or regulations, accounting practices and requirements and unforeseen developments in the course of performing under the Definitive Award Documents, particularly with respect to characterization of payments received from the Department, among other considerations. The Definitive Award Documents for the Department of Commerce Transaction will be highly integrated, and certain of the obligations under each agreement are expected to be contingent upon or impacted by the terms and obligations of the others. If one or more of such agreements, or one or more elements of the transactions, were to be altered, amended or terminated, management would need to assess the financial, tax and accounting implications of such changes, which could be significant, together with any related available remedies. We are unable to predict, and may not be able to anticipate, either these changes or the impact thereof. Any of the foregoing could negatively affect our business, prospects, financial condition and results of operations, including, but not limited to, causing changes to our financial outlook, recharacterizations, restatements or other modifications of our financial statements or adjustments to previously provided estimates or guidance. The Definitive Award Documents will contain affirmative and negative covenants that may restrict our ability and the ability of our subsidiaries to take actions management believes are important to our long-term strategy, and the pursuit of the Award milestones may distract our management team and other employees from other matters important to our long-term strategy. The Definitive Award Documents for the Department of Commerce Transaction will contain affirmative covenants requiring us to take certain actions and negative covenants restricting our ability to take certain actions. In addition, the Department of Commerce Transaction will be subject to comprehensive, ongoing reporting and disclosure obligations, including financial, operational, cybersecurity and supply chain information. Compliance with the affirmative and negative covenants contained in the Definitive Award Documents could restrict our ability to take actions that management believes may be important to our long-term strategy. If strategic transactions we wish to undertake are prohibited by the Definitive Award Documents, our ability to execute our long-term strategy could be adversely affected, which could in turn have an adverse effect on our business, prospects, financial condition, or results of operations. For example, any requirement to obtain government approval or consent, or to provide notification, could delay or limit future financings, mergers, acquisitions, or asset dispositions. Furthermore, the pursuit of the Award milestones may distract our management team and other employees from other matters important to our long-term strategy. 41 Table of Contents The Letter of Intent also includes certain restrictions designed to require us to maintain a nexus with the United States. These restrictions include a requirement that future ownership of any invention that is or may be patentable under U.S. law generated in connection with activities funded under the Definitive Award Documents, as well as certain underlying background intellectual property owned by us, be restricted to U.S. company ownership for ten years following the Period of Performance or the first commercial sale of the funded innovation, whichever is later. Additionally, we must notify the Department of our intent to sell, transfer, or assign ownership of any such inventions or background intellectual property at least 60 days prior to any such transaction. Federally funded innovations are additionally required to be produced exclusively in the United States during the Period of Performance and for ten years thereafter, subject to certain limited exceptions and as to be further defined in the Definitive Award Documents. Under the terms of the Letter of Intent, the Department has the right to claw back up to the full disbursed Award amount in the event of (a) any breach of the terms of the Definitive Award Documents relating to domestic control of intellectual property, domestic production, or research security provisions, or (b) any failure to timely complete certain required project activities (defined in the Definitive Award Documents) or abandonment of the project. The Letter of Intent also includes various compliance and certification obligations related to the Research Security Program of the Department, which are designed to protect scientific research, intellectual property, and critical technology from foreign interference, theft, and misuse. Given the scarcity of U.S. precedents for transactions such as those contemplated under the Department of Commerce Transaction and the government becoming a stockholder of ours, we may experience other adverse consequences resulting from the potential announcement or completion of the Department of Commerce Transaction. Given the scarcity of recent U.S. precedents for transactions such as those contemplated by Department of Commerce Transaction, it is difficult to foresee all the potential consequences. Among other things, there could be adverse reactions, immediately or over time, from investors, employees, customers, suppliers, other business or commercial partners, foreign governments or competitors. There may also be litigation related to the Department of Commerce Transaction or otherwise and increased public or political scrutiny with respect our operations. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES None. ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Arrangements Other than as set forth below, during the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K). On June 3, 2026, Alissa Fitzgerald, a member of our board of directors, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the potential sale of up to 14,869 shares of our Common Stock, including shares obtained from the potential exercise of vested stock options, depending on the market prices of the securities. The plan is scheduled to terminate on June 1, 2027, subject to earlier termination upon the sale of all securities subject to the plan, or as otherwise provided in the plan. On June 4, 2026, Jeffrey Bertelsen, our Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the potential sale of up to 450,000 shares of our Common Stock obtained from the potential exercise of vested stock options, depending on the market prices of the securities. The plan is scheduled to terminate on December 31, 2027, subject to earlier termination upon the sale of all securities subject to the plan, or as otherwise provided in the plan. 42 Table of Contents On June 10, 2026, Subodh Kulkarni, our Chief Executive Officer and a member of our board of directors, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the potential sale of up to 1,120,000 shares of our Common Stock obtained from the potential exercise of vested stock options, depending on the market prices of the securities. The plan is scheduled to terminate on December 31, 2027, subject to earlier termination upon the sale of all securities subject to the plan, or as otherwise provided in the plan. On June 15, 2026, Michael Clifton, a member of our board of directors, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the potential sale of up to 300,000 shares of our Common Stock, depending on the market prices of the securities. The plan is scheduled to terminate on September 14, 2027, subject to earlier termination upon the sale of all securities subject to the plan, or as otherwise provided in the plan. 43 Table of Contents ITEM 6 EXHIBITS Exhibit Incorporated by Reference Number Description Form File No. Exhibit Filing Date 2.1+ Agreement and Plan of Merger, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo 8-K 001-40140 2.1 October 6, 2021 2.2 First Amendment to Agreement and Plan of Merger, dated as of December 23, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc. 8-K 001-40140 2.1 December 23, 2021 2.3 Second Amendment to Agreement and Plan of Merger, dated as of January 10, 2022, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc. 8-K 001-40140 2.1 January 10, 2022 3.1 Certificate of Incorporation of Rigetti Computing, Inc. 8-K 001-40140 3.1 March 7, 2022 3.2 Second Amended and Restated Bylaws of Rigetti Computing, Inc. 10-K 001-40140 3.2 March 4, 2026 4.1 Specimen Common Stock Certificate 8-K 001-40140 4.1 March 7, 2022 4.2 Specimen Warrant Certificate 8-K 001-40140 4.2 March 7, 2022 10.1#+ Sublease, dated as of April 17, 2026, by and between Rigetti & Co, LLC and Chinook Therapeutics, Inc. 8-K 001-40140 10.1 April 21, 2026 31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2022 31.2* Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 32.2** Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 101.INS* Inline XBRL Instance Document the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. 44 Table of Contents 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Furnished herewith and not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing. # Certain portions of this exhibit have been redacted pursuant to Regulation S-K, Item 601(a)(6). + Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request. 45 Table of Contents 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 thereunto duly authorized. RIGETTI COMPUTING, INC. /s/ Subodh Kulkarni By Subodh Kulkarni, President and Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer) /s/ Jeffrey A. Bertelsen By Jeffrey A. Bertelsen, Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer) Date: August 6, 2026 46