Rigetti Computing, Inc.

(Exact name of Registrant as Specified in Its Charter)

(510)210-5550

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report.)

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth companyx

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Rigetti Computing, Inc. (the “Company”) previously announced that its wholly-owned subsidiary, Rigetti & Co, LLC (“Rigetti Sub”), had entered into a letter of intent with the United States Department of Commerce (the “Department”) with respect to a proposed award under the U.S. CHIPS Act of 2022. On September 4, 2026 (the “Award Date”), Rigetti Sub entered into an Other Transaction Agreement (the “Other Transaction Agreement”) with the Department, pursuant to which the Department agreed to provide Rigetti Sub funding in the amount of up to $100 million (the “Award”) to accelerate superconducting quantum computing research and development. The Other Transaction Agreement contemplates that Rigetti Sub will pursue research and development activities related to three overall project tasks to address key technical challenges related to superconducting quantum computing: (i) compressing readout electronics into an integrated, miniaturized package, (ii) expanding cryogenic capacity by orders of magnitude using a new cryostat architecture, and (iii) developing the fabrication capabilities for high-connectivity chip architectures.

The Other Transaction Agreement commences on the Award Date and terminates on the earlier of (i) the date all of the milestones under the Other Transaction Agreement have been completed or (ii) the fifth anniversary of the Award Date, unless earlier terminated in accordance with the terms set forth in the Other Transaction Agreement (the “Period of Performance”). Rigetti Sub may request an amendment of the Other Transaction Agreement to extend the Period of Performance by submitting a request to the Department at least sixty calendar days prior to the expiration of the Period of Performance.

Under the Other Transaction Agreement, $43.9 million of the Award will be made available to Rigetti Sub on or as soon as practicable after the Award Date, and two subsequent tranches of $29.9 million and $26.2 million to be made available by the Department to Rigetti Sub if the Department determines to its satisfaction in its sole discretion that Rigetti Sub has achieved the milestones with respect to the tranche in accordance with the applicable success criteria and by the applicable milestone date for such tranche. If Rigetti Sub fails to complete any required project activity under the Other Transaction Agreement prior to the applicable required project activity date, subject to any applicable cure period and/or forbearance provisions, the Department may demand recovery of the aggregate amount of payments made to Rigetti Sub pursuant to the Other Transaction Agreement as a debt payable to the Department. In addition, Rigetti Sub is required to use the payments received under the Award solely to pay for eligible project costs in accordance with the Other Transaction Agreement. Rigetti Sub is required to make representations and warranties, as applicable, to the Department as of the Award Date and on each date on which a payment is made to Rigetti Sub under the Other Transaction Agreement with respect to the following: organization; corporate power and authority; authorization; no conflicts or consents; enforceability; financial statements; litigation; debarment or suspension; inverted domestic corporation status; and tax liability.

The Other Transaction Agreement provides for certain data and intellectual property rights, including U.S. government license rights, march-in rights and restrictions on transfer of intellectual property developed using funds from the Award; domestic control and production, including U.S.-ownership and manufacturing requirements; restrictions relating to foreign entities and national security, including with respect to business operations, investments, ownership and partnerships; and security requirements, including compliance and certification obligations and assessments. In addition, Rigetti Sub is subject to other compliance, reporting, and certification obligations under the Other Transaction Agreement, including with respect to the Davis-Bacon Act and applicable federal laws, Executive Orders and policies. The Other Transaction Agreement provides the Department with the right to demand recovery of the aggregate amount of payments made to Rigetti Sub as a debt payable to the Department for material non-compliance with security and domestic control and production requirements therein. In addition, the Department has the right to terminate the Other Transaction Agreement if there is a material failure on the part of Rigetti Sub to comply with the security and domestic control and production provisions, or any other provision of the Other Transaction Agreement determined by the Department to be material.

The Department may terminate the Other Transaction Agreement for convenience by providing sixty days’ written notice to Rigetti Sub. If Rigetti Sub has completed each of the required project activities, it may terminate the Period of Performance for convenience by providing sixty days’ prior written notice to the Department. If the Other Transaction Agreement is terminated for convenience by the Department prior to the latest required project activity date, the rights of the Department to demand recovery of the aggregate amount of payments made to Rigetti Sub pursuant to the Other Transaction Agreement will also terminate.

Securities Issuance Agreement

Under the Other Transaction Agreement, the Company is obligated to enter into a securities issuance agreement and consummate the issuance of $100 million in shares of common stock, par value $0.0001 (the “Common Stock”), of the Company to the Department.

As inducement for the Department to enter into the Other Transaction Agreement, on September 8, 2026, the Company entered into a Securities Issuance Agreement (the “Securities Issuance Agreement”) with the Department pursuant to which the Company will issue to the Department 7,739,938 shares of the Company’s common stock (the “Shares”). The Shares were issued at an implied issuance price of $12.92 per share. Among other items, the Securities Issuance Agreement provides for: (i) a restriction on merger or consolidation, or sale, transfer or lease of all or substantially all of the Company’s property or assets, unless the successor, transferee or lessee party (other than the Company) expressly assumes the obligations of the Company under the Securities Issuance Agreement; (ii) a limitation on the number of Shares that the Department can transfer without prior written consent of the Company to the number of Shares equivalent to the amounts disbursed (and not returned) under the Award, (iii) a prohibition on transfers in a privately negotiated transaction to any competitor of the Company, (iv) certain resale shelf registration rights and piggyback registration rights in favor of the Department, (v) a covenant that the Department will not vote any Shares, except with respect to (A) certain matters that would or would have the effect of increasing or decreasing the aggregate number of authorized shares of Common Stock, increasing or decreasing the par value of the Common Stock, or altering or changing the powers, preferences, or special rights of the Common Stock so as to adversely affect the Common Stock and (B) any merger, consolidation or similar business combination involving the Company, and (vi) in the event the Department terminates the Other Transaction Agreement, the Company will have the right to repurchase from the Department, at an aggregate purchase price of $1.00, that number of Shares equivalent to the amount of the Award that had not been disbursed or returned.

The Securities Purchase Agreement contains customary representations and warranties of the Company. The issuance of the Shares to the Department is expected to occur on September 8, 2026.

The foregoing description of the Other Transaction Agreement and Securities Issuance Agreement are summaries and are qualified in their entirety by the text of the Other Transaction Agreement and Securities Issuance Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K (this “Current Report”) and are incorporated herein by reference.

The information set forth in Item 1.01 above is incorporated by reference herein. The offer and sale of the Shares will be made in reliance upon an exemption from registration under the Securities Act of 1933 (the “Securities Act”), pursuant to Section 4(a)(2) thereof for a sale of securities in transactions not involving any public offering.

No statement in this document or the attached exhibits is an offer to purchase or sell or a solicitation of an offer to sell or buy the Company’s securities, and no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

On September 8, 2026, the Company issued a press release regarding entry into the Other Transaction Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information included in Item 7.01 of this Current Report (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such filing.