Rigetti Computing, Inc.

Amendment and Restatement of Bylaws

On February 27, 2026, our board of directors approved and adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”), effective as of such date. The Second Amended and Restated Bylaws modify the provisions for determining the presence of a quorum at all meetings of stockholders to provide that the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of one-third (33-1/3%) of the voting power of the outstanding shares of stock entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business. Prior to the amendment and restatement, the presence, in person, by remote communication, if applicable, or by proxy, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote at a meeting of stockholders, constituted a quorum for the transaction of business.

In addition, the Second Amended and Restated Bylaws update certain requirements in the advance notice provisions to align them to current best practices, including (i) removing the requirement for a stockholder nominating a director to our board to provide a statement whether such nominee, if elected, would intend to tender a resignation promptly following such person’s failure to receive the required vote for election or re-election and (ii) clarifying that a written notice provided by a stockholder with respect to a director nominee shall include, to the extent known by such stockholder, the name and address of any other stockholder providing financial support for the stockholder’s proposal (previously, the requirement was to provide the name and address of any other stockholder supporting such proposal). The Second Amended and Restated Bylaws also make certain other technical, modernizing and clarifying changes.

The foregoing description of the changes contained in the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated herein by reference.

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2025, except for the below, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).

On November 24, 2025, Thomas Iannotti, a member of ourboard of directors, adopted a Rule 10b5-1 trading arrangement that provides for the sale of up to 100,000 shares of our Common Stock, depending on the market prices of the securities. The plan is scheduled toterminate on February 28, 2027, subject to earlier termination upon the sale of all securities subject to the plan, or as otherwise provided in the plan.