Rigetti Computing, Inc.

Previous wording

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 made accessible via the cloud in the form of Quantum Computing as a Service (“QCaaS”) products. However, the substantial majority of our revenues are currently 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 and our QCaaS business. Additionally, we are working to further develop a revenue stream and forging important customer relationships by entering into technology development contracts with various partners.

Current wording

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.

Previous wording

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 losses were $201.0 million and $75.1 million for the years ended December 31, 2024 and December 31, 2023, respectively. We incurred an operating loss for the three and nine months ended September 30, 2025. 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 September 30, 2025, we had an accumulated deficit of $752.8 million.

Current wording

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 not yet generated profits. We have incurred significant operating losses since inception. Our net loss was $216.2 million for the year ended December 31, 2025. We incurred an operating loss for the three months ended March 31, 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 March 31, 2026, we had an accumulated deficit of $737.8 million.

Previous wording

Based on our forecasts, we believe that our existing cash, cash equivalents and available for sale investments should 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.

Current wording

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.

Previous wording

We believe that we will be able to achieve our plans for 2025 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, 2024, as updated under Part II “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

Current wording

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.

Previous wording

In February 2025, our wholly-owned subsidiary entered into a Collaboration Agreement with Quanta, whereby the parties may enter into written statements of work from time to time pursuant to which Quanta will develop Covered Components listed in such statement of work that meet our specifications and requirements. “Covered Components” may include control systems, dilution refrigerators, flexible cables, and select other non-QPU components suitable for our quantum computing products. No statements of work were entered into by the parties in connection with the entry into the Collaboration Agreement. In addition, the parties have each

Current wording

In February 2025, our wholly-owned subsidiary entered into a Collaboration Agreement with Quanta, whereby the parties may enter into written statements of work from time to time pursuant to which Quanta will develop Covered Components (as defined in the Collaboration Agreement) listed in such statement of work that meet our specifications and requirements. In addition, the parties each agreed to invest at least $250 million, during the five year period following February 27, 2025, in the field of quantum computing, with our investment in furtherance of our product roadmap and Quanta’s investment towards personnel and capital expenditures for developing products and services and manufacturing capability in furtherance of our product roadmap. In connection with the Collaboration Agreement, on February 27, 2025, we entered into a Securities Purchase Agreement with Quanta, pursuant to which we agreed to sell and issue to Quanta in a private placement transaction 3,020,412 shares of our Common Stock at a price per share of approximately $11.59, for an aggregate value of approximately $35.0 million. The private placement transaction, which was subject to regulatory clearance, closed on April 29, 2025. For further information, see Note 14 “Collaborative Arrangements” to our unaudited condensed consolidated financial statementsfor the three months ended March 31, 2026 included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

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, international trade policies including 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 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.

Current wording

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.

Previous wording

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, 2024, including the risk factor titled*“*Unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our results of operations.”

Current wording

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.”** *

Previous wording

We generate revenue through our development contracts, as well as from our sales of QPUs, 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.

Current wording

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.

Previous wording

Cost of revenue consists primarily of all direct and indirect costs associated with sales of QPUs, 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.

Current wording

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.

Previous wording

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 and providing development contracts, QCaaS offerings and other services. We expect selling, general and administrative expenses to increase as we grow our business, particularlyto the extent we are able to demonstrate the usefulness of quantum computers and achieve broad quantum advantage, and subsequently enhance our product and service offerings, expand our customer base, and implement new marketing strategies.

Current wording

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 broad quantum advantage, and subsequently enhance our product and service offerings, expand our customer base, and implement new marketing strategies.

Previous wording

Comparison of the Three and Nine Months Ended September 30, 2025 and September 30, 2024

Current wording

Comparison of the Three Months Ended March 31, 2026 and March 31, 2025

Previous wording

Our development contracts are typically fixed price milestone or cost share-based contracts and the timing and amounts of revenue recognized in any given period will vary significantly based on the delivery of the associated milestones and/or the work performed. The timing and delivery of sales of QPUs and QCaaS will also vary and impact revenue in any given quarterly or annual period. Revenue is expected to vary in terms of timing and size, resulting in significant fluctuations in revenue levels in future periods.

Current wording

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.

Previous wording

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 development contracts.

Current wording

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.

Previous wording

The increase in research and development expenses during the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, was mainly due to increases in salaries, employee related costs and stock based compensation for existing employees to remain competitive in the marketplace for talent and new hires. Salaries and employee related costs increased by $0.8 million and $4.0 million during the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, respectively. Employee related stock-based compensation costs increased by $0.8 million and $1.9 million during the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, respectively. Higher costs for materials, consultants and information technology also contributed to the increase in both periods.

Current wording

The increase in research and development expenses was mainly due to increases in salaries, employee related costs and stock-based compensation for new hires and existing employees to remain competitive in the marketplace for talent. Salaries and employee related costs increased by $1.2 million and employee related stock-based compensation costs increased by $1.4 million during the three months ended March 31, 2026, when compared to the three months ended March 31, 2025. Costs for materials increased by $0.9 million and depreciation increased by $0.7 million during the three months ended March 31, 2026, when compared to the prior year period. All other research and development expenses increased by $0.3 million during the three months ended March 31, 2026, when compared to the three months ended March 31, 2025, to support our research and development efforts.

Previous wording

We anticipate that research and development expenditures will grow in the future as we continue to focus on our technology roadmap and long-term goal of achieving broad quantum advantage. In the future, we may seek to significantly increase our capital expenditures, including to upgrade our current chip fabrication facility, 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.

Current wording

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, 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.

Previous wording

Interest income was $5.6 million and $10.8 million for the three and nine months ended September 30, 2025, respectively, compared to $1.2 million and $3.6 million for the three and nine months ended September 30, 2024, respectively. The increase in interest income during the three and nine months ended September, 2025, when compared to the three and nine months ended September 30, 2024, was due to an increase in the balances of our invested cash and available-for-sale investments resulting from our equity offerings during late 2024 and the nine months ended September 30, 2025. Fluctuations in the rates of interest earned on our investments also had an impact on interest income during these periods.

Current wording

Interest income was $5.4 million for the three months ended March 31, 2026, compared to $2.2 million for the three months ended March 31, 2025. The increase in interest income during the three months ended March 31, 2026, when compared to the three months ended March 31, 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.

Previous wording

A discussion of the change in the fair value of the warrant liabilities is included in Note 7 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025, included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

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 months ended March 31, 2026, included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

The change in fair value of our warrant liabilities for the three and nine months ended September 30, 2025 was a loss of $182.0 million and $149.3 million, respectively. The change in fair value of our warrant liabilities for the three and nine months ended September 30, 2024 was a gain of $1.2 million and $0.7 million, respectively. The change in fair value for the three and nine months ended September 30, 2025 was primarily due to fluctuations in our stock price.

Current wording

The change in fair value of our warrant liabilities for the three months ended March 31, 2026 was a gain of $53.7 million. The change in fair value of our warrant liabilities for the three months ended March 31, 2025 was a gain of $53.3 million. The change in fair value for the three months ended March 31, 2026 and March 31, 2025 was primarily due to fluctuations in our stock price.

Previous wording

A discussion of the change in the fair value of the earn-out liabilities is included in Note 8 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025, included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

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 months ended March 31, 2026, included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

As of September 30, 2025, all of the earn-out liabilities have been satisfied and the remaining liability balance is zero. We do not expect the earn-out liabilities to have any impact on the condensed consolidated financial statements in future periods.

Current wording

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 months ended March 31, 2026, and we do not expect the earn-out liabilities to have any impact on the consolidated financial statements in future periods.

Previous wording

The change in fair value of our earn-out liabilities for the three and nine months ended September 30, 2025 was a loss of $4.1 million and a gain of $2.5 million, respectively. The change in fair value of our earn-out liabilities for the three and nine months ended September 30, 2024 was a gain of $0.8 million and $0.5 million, respectively. The change in fair value for the three and nine months ended September 30, 2025 was primarily due to fluctuations in our stock price.

Current wording

The change in fair value of our earn-out liabilities for the three months ended March 31, 2025 was a gain of $8.8 million. The gain for the three months ended March 31, 2025 was primarily due to the change in our stock price and related share price volatility.

Previous wording

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 nine months ended September 30, 2025 or the three and nine months ended September 30, 2024.

Current wording

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 months ended March 31, 2026 or the three months ended March 31, 2025.

Previous wording

We have incurred net losses and negative cash flows since inception. Historically, we financed our operations primarily through the sale and issuance of Common Stock, preferred stock, warrants, convertible notes, debt and revenues. During the years ended December 31, 2024 and December 31, 2023, we incurred net losses of $201.0 million and $75.1 million, respectively. We incurred an operating loss for the three and nine months ended September 30, 2025. As of September 30, 2025, we had an accumulated deficit of $752.8 million, and we expect to incur additional losses for the foreseeable future. Subsequent to September 30, 2025 and through November 6, 2025, we received proceeds of $46.5 million from the exercise of Public Warrants.

Current wording

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 an operating loss for the three months ended March 31, 2026. As of March 31, 2026, we had an accumulated deficit of $737.8 million, and we expect to incur additional losses for the foreseeable future.

Previous wording

We believe that our existing balances of cash, cash equivalents and available-for-sale investments should be sufficient to meet our anticipated operating cash needs for the next 12 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.

Current wording

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.

Previous wording

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 current chip fabrication facility, and possibly invest in a new quantum chip fabrication facility, which would require a significant amount of cash for capital expenditures.

Current wording

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.

Previous wording

Until such time as we can generate significant revenue from sales of QPUs, 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.

Current wording

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.

Previous wording

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 under Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as updated under Part II “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

Current wording

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.

Previous wording

Macroeconomic conditions, including inflation, interest rates and impacts from government policy and actions, such as international trade restrictions and policies and tariffs, 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, labors shortages, reduction in consumer confidence, adverse geopolitical and macroeconomic events, or any similar

Current wording

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.

Previous wording

Net cash used in operating activities during the nine months ended September 30, 2024 was $42.1 million, primarily resulting from our net loss of $48.0 million, partially offset by non-cash expenses totaling $13.2 million. Changes in operating assets and liabilities had a $7.2 million negative impact on net cash used in operating activities during the nine months ended September 30, 2024.

Current wording

Net cash used in operating activities during the three months ended March 31, 2026 was $16.2 million, primarily resulting from our net income of $33.1 million, reduced by non-cash income totaling $46.2 million. Changes in operating assets and liabilities had a $3.2 million negative impact on net cash used in operating activities during the three months ended March 31, 2026.

Previous wording

Net cash used in operating activities during the nine months ended September 30, 2025 was $43.6 million, primarily resulting from our net loss of $198.0 million, partially offset by non-cash expenses totaling $158.7 million. Changes in operating assets and liabilities had a $4.3 million negative impact on net cash used in operating activities during nine months ended September 30, 2025.

Current wording

Net cash used in operating activities during the three months ended March 31, 2025 was $13.7 million, primarily resulting from our net income of $42.6 million, reduced by non-cash income totaling $57.1 million. Changes in operating assets and liabilities had a $0.9 million positive impact on net cash used in operating activities during the three months ended March 31, 2025.

Previous wording

Cash used in operating activities increased by $1.5 million to $43.6 million during the nine months ended September 30, 2025, from $42.1 million during the nine months ended September 30, 2024. The $150.0 million increase in our net loss for the nine months ended September 30, 2025, when compared to our net loss for the nine months ended September 30, 2024, was mostly due to the non-cash change in the fair value of our derivative warrant liabilities. Non-cash expenses impacting our net loss increased by $145.5 million to $158.7 million during the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024. Operating assets and liabilities had a $2.9 million favorable impact on the change in cash used in operating activities during thenine months ended September 30, 2025, when compared to thenine months ended September 30, 2024.

Current wording

Cash used in operating activities increased by $2.5 million to $16.2 million during the three months ended March 31, 2026, from $13.7 million during the three months ended March 31, 2025. The $9.5 million decrease in our net income for the three months ended March 31, 2026, when compared to our net income for the three months ended March 31, 2025, was mostly due to higher operating expenses during the three months ended March 31, 2026 and higher non-cash income during the three months ended March 31, 2025. Non-cash income impacting our net income decreased by $10.9 million to $53.7 million during the three months ended March 31, 2026, when compared to the three months ended March 31, 2025. Operating assets and liabilities had a $2.3 million negative impact on the change in cash used in operating activities during thethree months ended March 31, 2026, when compared to thethree months ended March 31, 2025.

Previous wording

Cash used in investing activities during thenine months ended September 30, 2024 totaled $0.8 million, resulting from $98.5 million of purchases of available-for-sale securities and $9.8 million of purchases of property and equipment, offset in part by $107.5 million of maturities of available-for-sale securities

Current wording

Cash provided by investing activities during the three months ended March 31, 2026 totaled $19.8 million, resulting from $125.0 million of maturities of available-for-sale securities, partially offset by $100.8 million of purchases of available-for-sale securities and $4.4 million of purchases of property and equipment.

Previous wording

Cash used in investing activities during the nine months ended September 30, 2025 totaled $389.7 million, resulting from $522.6 million of purchases of available-for-sale securities and $14.1 million of purchases of property and equipment, partially offset by $147.0 million of maturities of available-for-sale securities.

Current wording

Cash used in investing activities during the three months ended March 31, 2025 totaled $23.6 million, resulting from $44.1 million of purchases of available-for-sale securities and $2.5 million of purchases of property and equipment, partially offset by $23.0 million of maturities of available-for-sale securities.

Previous wording

Net cash used in investing activities during the nine months ended September 30, 2025 increased by $388.9 million when compared to the nine months ended September 30, 2024, primarily due to investment of proceeds from our $350.0 million ATM offering, resulting in higher purchases ofavailable-for-sale securities.

Current wording

Net cash provided by investing activities during the three months ended March 31, 2026 increased by $43.4 million, when compared to the three months ended March 31, 2025, primarily due to higher maturities of available-for-sale securities, offset in part by higher purchases of available-for-sale securities.

Previous wording

Cash provided by financing activities during thenine months ended September 30, 2025 totaled $391.9 million. We received net proceeds of $346.7 million from the sale of 30,309,780 shares of common stock pursuant to our ATM program that was completed during the nine months ended September 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 equity award transactions, proceeds of $1.8 million from the exercise of stock options and proceeds of $3.0 million from the exercise of warrants. We also paid $0.9 million for offering costs.

Current wording

Cash provided by financing activities during the three months ended March 31, 2025 totaled $6.9 million. We received proceeds of $6.3 million from tax withholdings on sell-to-cover tax equity award transactions, proceeds of $0.3 million from the exercise of stock options and proceeds of $0.4 million from the exercise of warrants. We paid $0.1 million for deferred offering costs.

Previous wording

See Note 16 to our unaudited interim condensed consolidated financial statements located in “Part I – Financial Information, Item 1. Notes to Condensed Consolidated Financial Statements” in this Quarterly Report for a description of our contractual obligations and contingencies.

Current wording

See Note 15 “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.

Previous wording

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 condensed consolidated financial statements for the three and nine month periods ended September 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

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 months ended March 31, 2026 included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

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.

Current wording

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. Under the current rules of the SEC, we were no longer eligible to take advantage of the scaled disclosures available to smaller reporting companies beginning with this Quarterly Report on Form 10-Q.