Rigetti Computing, Inc. (RGTI)

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” “will,” “continue,” “project,” “forecast,” “goal,” “should,” “could,” “would,” “potential,” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those described under Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. See “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this Quarterly Report on Form 10-Q.

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For purposes of this discussion, “Rigetti,” “the Company,” “we,” “us” or “our” refer to Rigetti Computing, Inc. and its subsidiaries unless the context otherwise requires.

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Overview

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We build quantum computers and the superconducting quantum processors that power them. We believe quantum computing represents one of the most transformative emerging capabilities in the world today. By leveraging quantum mechanics, we believe our quantum computers process information in fundamentally new, more powerful ways than classical computers. When scaled, it is anticipated that these systems will be poised to solve problems of staggering computational complexity at unprecedented speed. We are located and headquartered in Berkeley, California. We also operate in Fremont, California; London, United Kingdom; Adelaide, Australia; British Columbia, Canada; and Thane, India. Our revenue is derived primarily from operations in the United States and the United Kingdom.

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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.

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We are a vertically integrated company. We operate Fab-1, a wafer fabrication facility dedicated to prototyping and producing our quantum processors. Through Fab-1, we own the means of production of our breakthrough multi-chip quantum processor technology. We leverage our chips through a full-stack product development approach, from quantum chip design and manufacturing through cloud delivery. We believe this full-stack development approach offers both the fastest and lowest risk path to building commercially valuable quantum computers. We have been generating revenue since 2018 through partnerships with government agencies and commercial organizations; however, we have incurred significant operating losses since inception. Our net loss was $216.2 million for the year ended December 31, 2025. We incurred a loss from operations of $54.0 million for the six months ended June 30, 2026. We expect to continue to incur additional losses for the foreseeable future as we invest in research, development, and infrastructure consistent with our long-term business strategy. As of June 30, 2026, we had an accumulated deficit of $790.5 million.

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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.

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We are focused on continuing to improve our system performance. As of the date of this Quarterly Report on Form 10-Q, we have achieved a median 99.8% two-qubit gate fidelity (based on internal testing) with 40 nanosecond gate speeds on our 9-qubit system by using a proprietary adiabatic CZ gate scheme. Leveraging this same gate scheme, we achieved two-qubit gate fidelities (based on internal testing) as high as 99.9% on prototype systems. We continue to be at 99.9% one-qubit gate fidelity (based on internal testing). In January 2026, we announced achievement of a median two-qubit gate fidelity (based on internal testing) of 99.6% on our 36-qubit system.

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In January 2026, Rigetti Computing India P L, a wholly owned subsidiary of Rigetti Computing, Inc., announced that it received an $8.4 million purchase order to deliver a 108-qubit quantum computer to C-DAC. The system will be installed on-premises at C - DAC’s Bengaluru center and is expected to be deployed in the second half of 2026.

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In April 2026, Rigetti announced the general availability of its 108-qubit quantum computing system, Cepheus™-1-108Q, with the system being accessible to customers and partners via the Rigetti Quantum Cloud Services (QCS®) Platform and through Amazon Braket, the quantum computing service by AWS. The system is also now available on Microsoft Azure Quantum and qBraid.

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Cepheus-1-108Q is Rigetti’s highest qubit-count system to date and based on Rigetti’s proprietary chiplet-based architecture. The system comprises twelve interconnected 9-qubit chiplets, tripling the number of qubits and chiplets from Rigetti’s previous 36-qubit system, Cepheus-1-36Q. As of the date of this Quarterly Report on Form 10-Q, the system is performing at a 99.1% median two-qubit gate fidelity (based on internal testing) with a gate speed of approximately 60 nanoseconds and a 99.9% median single-gate fidelity (based on internal testing).

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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.

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Recent Developments – Department of Commerce Transaction

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On May 21, 2026, we announced that our wholly-owned subsidiary, Rigetti & Co, LLC (“Rigetti Sub”) entered into a Letter of Intent (“LOI”) with the U.S. Department of Commerce (the “Department”) under the CHIPS Act of 2022, covering an award (the “Award”) of up to $100.0 million in the aggregate, to be disbursed to Rigetti Sub in multiple payments, with $19.9 million to be made available on or about the date of the Award (the “Award Date”), two subsequent potential payments of $22.2 million and $18.5 million, respectively, to be disbursed contingent on the satisfactory completion of certain project milestones, and subject to the Department’s approval, an additional potential $39.4 million that may be disbursed to Rigetti Sub for other project activities (collectively, the “Department of Commerce Transaction”).

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The LOI contemplates that Rigetti Sub will develop intellectual property and equip facilities at multiple existing U.S. project sites to address key technical challenges to accelerate superconducting quantum computing, including conducting, at project facilities, research and development activities related to the miniaturization and integration of readout electronics and leveraging of new, larger cryostat architectures. The Department of Commerce Transaction is subject to the negotiation and execution of definitive award documentation (the “Definitive Award Documents”). The LOI provides that the period of performance of the Award (“Period of Performance”) terminates on the earlier of the completion of all project milestones and five (5) years from the Award Date. Additionally, the LOI requires that Rigetti Sub expend advance payments solely on eligible project costs as defined in the Definitive Award Documents. Under its terms, the LOI terminates upon the execution of the Definitive Award Documents or by mutual agreement of the parties.

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Pursuant to the terms of the LOI, in exchange for receiving the Award, the Company will be required to issue shares of the Company’s Common Stock on the Award Date to the Department in the total aggregate potential amount of the Award, at an implied issuance price that is based on the lowest reported closing price per share on: (i) the date that the first draft of the LOI was transmitted from the Department to Rigetti Sub (May 5, 2026), (ii) the date that the LOI was executed by Rigetti Sub and the Department (May 20, 2026), and (iii) the Award Date, in each case, discounted by fifteen percent (15%). The LOI contemplates that, while held by the Department, the securities that the Company will issue pursuant to the Definitive Award Documents will be non-voting to the extent permitted by applicable law and freely transferable.

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The LOI provides for certain data and intellectual property rights, domestic production, and research security requirements, including U.S. government license rights and restrictions on transfer of intellectual property developed using funds from the Award, U.S.-ownership and manufacturing requirements, and research security compliance and certification obligations. The LOI also provides the right to the Department to claw back up to the full disbursed Award amount for certain breaches involving intellectual property, domestic production, or research security requirements, or for failure to complete or abandonment of the project.

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Pursuant to the LOI, the Company and the Department have agreed to negotiate in good faith to enter into Definitive Award Documents with respect to the Award within 60 days and no later than 90 days after the date of the LOI (unless otherwise extended by the Department). In the event that Definitiv

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ITEM 7.            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” “will,” “continue,” “project,” “forecast,” “goal,” “should,” “could,” “would,” “potential,” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those described under “Cautionary Note Regarding Forward-Looking Statements”, “Risk Factors” and elsewhere in this Annual Report on Form 10-K that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors.

For purposes of this discussion, “Rigetti,” “the Company,” “we,” “us” or “our” refer to Rigetti Computing, Inc. and its subsidiaries unless the context otherwise requires.

Overview

We build quantum computers and the superconducting quantum processors that power them. We believe quantum computing represents one of the most transformative emerging capabilities in the world today. By leveraging quantum mechanics, we believe our quantum computers process information in fundamentally new, more powerful ways than classical computers. When scaled, it is anticipated that these systems will be poised to solve problems of staggering computational complexity at unprecedented speed.

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’). However, the substantial majority of our current revenues are derived from development contracts, and we anticipate this market opportunity will continue to represent an important source of revenue for at least the next several years as we work to ramp up sales of QPUs, quantum computing systems and QCaaS. Additionally, we are working to further develop a revenue stream and forging important customer relationships by entering into technology development contracts with various partners.

We are a vertically integrated company. We operate Fab-1, a wafer fabrication facility dedicated to prototyping and producing our quantum processors. Through Fab-1, we own the means of production of our breakthrough multi-chip quantum processor technology. We leverage our chips through a full-stack product development approach, from quantum chip design and manufacturing through cloud delivery. We believe this full-stack development approach offers both the fastest and lowest risk path to building commercially valuable quantum computers. We have been generating revenue since 2018 through partnerships with government agencies and commercial organizations; however, we have not yet generated profits. We have incurred significant operating losses since inception. Our net losses were $216.2 million and $201.0 million for the years ended December 31, 2025 and December 31, 2024, respectively. We expect to continue to incur additional losses for the foreseeable future as we invest in research and development and infrastructure in line with our long-term business strategy. As of December 31, 2025, we had an accumulated deficit of $771.0 million.

Based on our forecasts, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to meet our anticipated operating cash needs for at least the next 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, 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.

In the fourth quarter of 2024, we announced the public launch of our 84-qubit Ankaa-3 system, which featured an extensive hardware redesign. We achieved a key two-qubit gate fidelity milestone with Ankaa-3: successfully halving error rates in 2024 to achieve a 99.0% median two-qubit gate fidelity based on our internal testing. For information on gate fidelity, see “—Our Technology—Our Superconducting Quantum Processors—Fidelity.”

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In the second quarter of 2025, we announced the public launch of our 36-qubit Cepheus-1-36Q system, our newest flagship quantum computer that utilizes our modular chip architecture and demonstrates our path to scaling to higher qubit count and higher performing systems. Made of four 9-qubit “chiplets,” we believe that Cepheus-1-36Q is the industry’s largest multi-chip quantum computer. As of January 2026, we achieved a 99.6% median two-qubit gate fidelity (based on internal testing) with Cepheus-1-36Q, successfully halving our error rate from our previous, single-chip 84-qubit Ankaa-3 system.

Ankaa-3 and Cepheus-1-36Q are available to our partners via the Rigetti QCS platform. Cepheus-1-36Q is intended to enable users to operate our universal CZ gates for a wide range of algorithmic research, with a median gate time of 76 nanoseconds. Our CZ gates are designed to be optimized for fast gate times while reducing coherent errors, which improves fidelity and is key for executing quantum error correction techniques. Cepheus-1-36Q features scalable chip architecture with 3D signal delivery while incorporating enhancements to key technologies, such as enhanced intermodule coupler design to enable higher performance. Leveraging our full-stack platform and in-house quantum foundry capabilities, we believe that Cepheus-1-36Q demonstrates our ability to deliver increasingly higher performance quantum computers with larger qubit counts using our proprietary chiplet-based architecture.

We are focused on continuing to improve our system performance. We recently achieved a two-qubit gate fidelity as high as 99.9% at 28 nanosecond gate speed on a prototype platform by using a new proprietary adiabatic CZ scheme. We continue to be at 99.9% one-qubit gate fidelity. In January 2026, we announced achievement of a median two-qubit gate fidelity (based on internal testing) of 99.7% on our 9-qubit system, 99.6% on our 36-qubit system and 99.0% on our 108-qubit system (Cepheus-1-108Q). Cepheus-1-108Q is based on twelve 9-qubit chiplets and leverages our proprietary modular chip architecture.

In 2025, we received purchase orders for two Novera systems totaling approximately $5.7 million. Both systems are upgradeable, allowing the customers to increase the system qubit count for more complex computations and research. Delivery for both systems is expected in the first half of 2026.

In January 2026, Rigetti Computing India P L, a wholly owned subsidiary of Rigetti Computing, Inc., announced that it received an $8.4 million purchase order to deliver a 108-qubit quantum computer to C-DAC. The system will be installed on-premises at C - DAC’s Bengaluru center and is expected to be deployed in the second half of 2026.

Powered by the production of our scalable multi-chip quantum processors in Fab-1 and our full-stack product development approach, we are working to develop quantum computing systems that demonstrate clear performance advantages over classical computing alternatives for multiple high-impact application areas.

2025 ATM Offering

On May 29, 2025, we entered into an Open Market Sale AgreementTM (the “Sales Agreement”) with Jefferies, LLC, with respect to an At-the-Market (“ATM”) offering program, pursuant to which we sold, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of $350 million. The shares offered and sold in the ATM offering were issued pursuant to a shelf registration statement on Form S-3 and the related prospectus supplement. During the year ended December 31, 2025, we raised gross proceeds of $350 million from the sale of 30,309,780 shares of our common stock pursuant to the Sales Agreement, at a weighted average price of $11.55 per share. All of the shares were sold during our second quarter ended June 30, 2025. The net proceeds from the Sales Agreement during the year ended December 31, 2025 were $346.7 million. As of December 31, 2025, there were no remaining shares available for sale pursuant to the Sales Agreement.

Quanta Collaboration Agreement

In February 2025, our wholly-owned subsidiary entered into the 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. In addition, the parties have each agreed to invest at least $250 million over the next five years in the field of quantum computing (and Quanta’s investment will be towards personnel and capital expenditures for developing products and services and manufacturing capability in furtherance of our product roadmap). No equity or joint venture was formed under the Collaboration Agreement and costs incurred by us under the Collaboration Agreement, consisting of expenditures for research and development and related capital, will be accounted for in accordance with GAAP as incurred.

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Under the Collaboration Agreement, we will retain all rights, title and ownership to all QPU Technology (as defined in the Collaboration Agreement) and related intellectual property (“IP”) rights created in the course of activities specified in a statement of work under the Collaboration Agreement. Other than the QPU Technology and IP rights described above, to the extent there is any jointly created, invented or other developed technology in the course of the performance of activities specified in a statement of work under the Collaboration Agreement, the Company and Quanta will jointly own, and each party will hold a one-half undivided interest in, all such joint project technology and all newly-created or newly-arising IP rights with respect thereto.

In connection with the Collaboration Agreement, on February 27, 2025, 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.

Macroecono

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