Rigetti Computing, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 Mumbai, 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 aone-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 months ended March 31, 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.

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.

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 months ended March 31, 2025 because the Company’s Public and Private Warrants were out-of-the-money and the gain from the change in the fair value of the underlying derivative warrant liabilities was not added back to net income for purposes of computing diluted net income (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.

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 Months Ended March 31, 2026 and 2025 (in thousands):

(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 March 31, 2026 and December 31, 2025 are presented in the tables below (in thousands):

The Company invests in highly rated investment grade debt securities. As of March 31, 2026, all of the Company’s available-for-sale securities have final maturities of one year or less, except forfive U.S. treasury securities classified as long-term with final maturities extending through August 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 March 31, 2026, there were eight securities with an aggregate market value of $235.0 million in an unrealized loss position. The unrealized losses related to these securities aggregated to $0.5 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 March 31, 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 March 31, 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 three months ended March 31, 2026 or March 31, 2025.

See Note 5 for additional information regarding the fair value of the Company’s investments.

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 March 31, 2026 and December 31, 2025, respectively (in thousands):

As of March 31, 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.

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 three months ended March 31, 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 waszero.

During the three months ended March 31, 2026 and March 31, 2025, the number of Private Warrants (a Level 3 measurement) converted to Public Warrants (a Level 1 measurement) were 51,000 and 545,401, 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 for the three months ended March 31, 2026 and March 31, 2025, was $0.2 million and $3.3 million, respectively.

A summary of the changes in the fair value of the Company’s Level 3 financial instruments during the three months ended March 31, 2026, and March 31, 2025 is as follows (in thousands):

(6) Warrants

Each whole Public Warrant and Private Warrant entitles the holder to purchaseone 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):

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):

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 March 31, 2026 and December 31, 2025, Public Warrants issued and outstanding were 7,776,265 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 months ended March 31, 2026 and March 31, 2025, the number of Public Warrants exercised, each forone share of Common Stock in exchange for cash proceeds of $11.50 per share, were 2,647 and 35,546, respectively. During the three months ended March 31, 2026, the proceeds from the warrant exercises and the underlying Public Warrant derivative liabilities on their respective exercise dates cumulatively totaled less than $0.1 million. During the three months ended March 31, 2025, the proceeds from the warrant exercises totaled $0.4 million and the underlying Public Warrant derivative liabilities on their respective exercise dates totaled $0.3 million. 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 March 31, 2026 and December 31, 2025 was $42.7 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 months ended March 31, 2026 and March 31, 2025 was a gain of $43.7 million and a gain of $45.5 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.

During the three months ended March 31, 2026 and March 31, 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 51,000 and 545,401, respectively.

As of March 31, 2026 and December 31, 2025, Private Warrants issued and outstanding were 949,674 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 March 31, 2026 and December 31, 2025 was $6.2 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 ended March 31, 2026 and March 31, 2025 was a gain of $10.0 million and $7.8 million, respectively.

Significant inputs into the Black-Scholes option-pricing models used to value the Private Warrants at March 31,2026 and December 31, 2025 are as follows:

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 months ended March 31, 2026, none of the Series C Warrants were exercised. During the three months ended March 31, 2025,11,122 Series C Warrants were exercised, 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 additional-paid-in capital. As of March 31, 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.

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 March 31, 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:

(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 afive-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:

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 waszero.

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 months ended March 31, 2025 was a gain of $8.8 million.

(8) Stockholders’ Equity

As of March 31, 2026, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:

(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 will 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 March 31, 2026, there were 46,907,691 shares of Common Stock reserved for issuance under the 2022 Plan, of which 33,743,806 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 ofnine 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):

The Company’s outstanding stock options generally have exercise prices equal to fair market value on the date of grant, expire afterten 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.

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2026 was $14.71 per share. There wereno stock options granted during the three months ended March 31, 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 three months ended March 31, 2026 and March 31, 2025 was $0.4 million and $3.1 million, respectively. The Company received proceeds from stock option exercises during the three months ended March 31, 2026 and March 31, 2025 of less than $0.1 million and $0.3 million, respectively.

Stock-based compensation expense related to stock options during the three months ended March 31, 2026 and March 31, 2025 was $0.6 million and $0.5 million, respectively. As of March 31, 2026, the unrecognized compensation expense related to unvested stock options was $13.2 million, which is expected to be recognized over a weighted-average period of 2.62 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 three months ended March 31, 2026, were as follows:

RSUs

The following is a summary of RSU activity:

As of March 31, 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 conditionwas 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 three months ended March 31, 2026 and March 31, 2025, was $17.05 and $7.91 per share, respectively. The aggregate fair value of outstanding RSUs based on the closing share price of the Company’s Common Stock as of March 31, 2026 and March 31, 2025, was $107.5 million and $67.7 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 three months ended March 31, 2026 and March 31, 2025 was $16.9 million and $29.0 million, respectively.

Fair Value of RSUs Awards

The number of service-based RSUs granted during the three months ended March 31, 2026 and March 31, 2025 was 1,360,412 and 551,432, 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 was $5.3 million and $3.7 million for the three months ended March 31, 2026 and March 31, 2025, respectively. As of March 31, 2026, the unrecognized compensation expense related to unvested RSUs was $67.4 million which is expected to be recognized over a weighted-average period of 3.45 years.

Summarized Stock-Based Compensation Expenses

The table below summarizes total stock-based compensation expenses for the three months ended March 31, 2026 and March 31, 2025 (in thousands):

:

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 months ended March 31, 2026 and March 31, 2025 (in thousands):

Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of March 31, 2026, December 31, 2025 and December 31, 2024 were as follows (in thousands):

Changes in deferred revenue from contracts with customers were as follows:

Amounts recognized as revenue from beginning contract liabilities during the three months ended March 31, 2026 and March 31, 2025 totaled less than $0.1 million 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 March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2.8 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 $0.8 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 March 31, 2026 or December 31, 2025.

(11) Segments, Geographical Information, Concentrations and Significant Customers

In addition to consolidated net income, 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 oursegment information of revenue, significant segment expenses and net income (in thousands):

(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):

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:

• Customer accounted for less than 10% of revenue in the respective periods.

During the three months ended March 31, 2026 and March 31, 2025, sales to government entities comprised 26.9% and 89.5% of the Company’s total revenue, respectively.

Significant customers that represent 10% or more of accounts receivable are set forth in the following table:

• Customer accounted for less than 10% of accounts receivable in the respective periods.

(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):

For the three months ended March 31, 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 income (loss) per share. As a result, the gain from the change in the fair value of the underlying derivative warrant liabilities was added back to net income, resulting in a net loss for purposes of computing diluted net income (loss) per share. Potential common shares resulting from the Public and Private Warrants were computed using the treasury stock method. For the three months ended March 31, 2025, the Company’s Public and Private Warrants were out-of-the-money for purposes of computing diluted net income (loss) per share. As a result, the gain from the change in the fair value of the underlying derivative warrant liabilities was not added back to net income for purposes of computing diluted net income (loss) per share.

As of December 31, 2025, all the Sponsor Vesting Shares were vested (Refer to Note 7 for Sponsor Vesting Shares and Earn-out liabilities). For the three months ended March 31, 2026, the Sponsor Vesting Shares have been included in the computations of basic net income per share and diluted net income (loss) per share from the beginning of the period.

During the three months ended March 31, 2025, the vesting condition for the Promote Sponsor Vesting Shares was satisfied. For the three months ended March 31, 2025, the Promote Sponsor Vesting Shares have been included in the computation of basic net income per share from the February 6, 2025 vesting dateand have been included in the computation of diluted net income per share from the beginning of the period. The underlying gain from the change in the fair value of the Promote Sponsor Vesting Shares has been excluded from the computation of diluted net income per share for the three months ended March 31, 2025 because the underlying shares have been included in the computation from the beginning of the period. For the three months ended March 31, 2025, the number of Sponsor Vesting Shares excluded from the computations of basic and diluted net income per share because the vesting conditions had not been satisfied totaled 580,273 shares.

The weighted-average common shares outstanding for the three months ended March 31, 2026 and March 31, 2025 include 315,518 and 791,576 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 income (loss) per share for the three months ended March 31, 2026 and March 31, 2025 because their effect would be anti-dilutive:

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 months ended March 31, 2026 or the three months ended March 31, 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 forfive years, subject to cancellation under certain circumstances.

Pursuant to the Collaboration Agreement, during thefive 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.

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 aone-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 athree-year period following the closing of the private placement transaction.

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.