Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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."

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 Agreement^TM (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.

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.

Macroeconomic Considerations

Results of our operations have varied and may continue to vary based on the impact of changes in the domestic or global economy. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, interest rates, financial and credit market fluctuations, supply chain constraints, international trade policies including tariffs and export controls, national security interests, pandemics, political turmoil, government shutdowns, natural catastrophes, warfare, and terrorist attacks in the United States or elsewhere, could negatively affect our business, including progress toward the development of quantum computing by increasing the cost of materials and components and our operating costs. It is not possible at this time to estimate the long-term impact that these and related events could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. If these conditions persist and deepen, we could experience an inability to access additional capital if needed, or our liquidity could otherwise be impacted, and the trading price of our Common Stock could decline.

For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled "Risk Factors," including the risk factor titled "Unstable or unfavorable market and economic conditions in our industry and or the global economy have had and may continue to have serious adverse consequences on our business, financial condition and share price. In the future, we may be required to record significant charges for impairment of our long-lived assets, other assets or investments."

Key Components of Results of Operations

Revenue

We generate revenue through our development contracts, as well as from our sales of QPUs, quantum computing systems and our QCaaS offerings and other services including training and provision of quantum computing components. Development contracts are generally multi-year, non-recurring arrangements pursuant to which we provide professional services regarding collaborative research in practical applications of quantum computing to technology and business problems within the customer's industry or organization and assists the customer in developing quantum algorithms and applications in areas of business interest.

Cost of Revenue

Cost of revenue consists primarily of all direct and indirect costs associated with sales of QPUs, quantum computing systems, QCaaS offerings and development contracts and other services, including materials, employee costs for program management and personnel associated with the delivery of goods and services to customers, and sub-contract costs for work performed by third parties. Cost of revenue also includes an allocation of facility costs, depreciation and amortization directly related to the development contracts and QCaaS offerings and other services.

Operating Expenses

Our operating expenses primarily consist of research and development, and selling, general and administrative expenses.

Research and Development

Research and development expenses include compensation, employee benefits, stock-based compensation, outside consultant fees, facility costs, depreciation and amortization, materials and components purchased for research and development. We expect research and development expenses to increase as we continue to invest in quantum computing and the superconducting quantum processors needed for quantum computers. We do not currently capitalize any research and development expenditures. Research and development costs are expensed as incurred.

Selling, General and Administrative

Selling, general and administrative expenses include compensation, employee benefits, stock-based compensation, insurance, facility costs, professional service fees, and other general overhead costs other than those associated with research and development or sales of QPUs, quantum computing systems and providing development contracts, QCaaS offerings and other services. We expect selling, general and administrative expenses to increase as we grow our business, particularly to the extent we are able to demonstrate the usefulness of quantum computers and achieve quantum advantage, and subsequently enhance our product and service offerings, expand our customer base, and implement new marketing strategies.

Provision for Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. We have recorded a full valuation allowance against our deferred tax assets.

Results of Operations

Comparison of the years ended December 31, 2025 and 2024

The following tables set forth our results of operations for the years indicated (in thousands):

*NM - Not Meaningful

Revenue

Revenue decreased by $3.7 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024. The decrease was mainly due to a $1.4 million reduction in revenue from collaborative research and professional services contracts, and a $2.4 million reduction in revenue from sales of collaborative research materials and quantum computers. During the year ended December 31, 2025, there were no Novera ™ sales. During the year ended December 31, 2024, revenue from Novera sales totaled $1.6 million. Our revenue has been negatively impacted by expiration of the National Quantum Initiative Act in September 2023 and its pending reauthorization in the United States Congress.

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

For the next few years, we expect much of our revenue to be generated from development contracts and anticipated sales of on-premises QPUs and quantum computing systems.

Cost of Revenue

Cost of revenue was relatively flat for the year ended December 31, 2025, when compared to the year ended December 31, 2024. The impact of lower revenue levels on cost of revenue was mostly offset by an unfavorable revenue mix, with more revenue and cost of revenue coming from contracts with higher costs and a lower gross margin profile.

Our cost of revenue and gross margins are impacted by the composition of our revenue and variability in the pricing and terms of our sales and development contracts. During the year ended December 31, 2025, we recognized revenue and cost of revenue from contracts to deliver 24-qubit and 36-qubit quantum computing systems, which have higher costs and a lower gross margin profile than most of our other contracts.

We expect that cost of revenue and total gross profit as a percentage of revenue will vary in future quarterly and annual periods due to changes in the composition of our revenue and variability in the pricing and terms of our sales and development contracts.

Operating Expenses

Research and Development

Research and development expenses increased by $11.6 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024.

The increase in research and development expenses during the year ended December 31, 2025, when compared to the year ended December 31, 2024, was mainly due to increases in salaries, employee related costs and stock-based compensation for existing employees to remain competitive in the marketplace for talent and new hires. Salaries and employee related costs increased by $4.4 million and stock-based compensation costs increased by $3.7 million during the year ended December 31, 2025, when compared to the year ended December 31, 2024. All other research and development costs including materials, consultants and information technology increased by $3.5 million during the year ended December 31, 2025, when compared to the year ended December 31, 2024, to support our research and development efforts.

We anticipate that research and development expenditures will grow in the future as we continue to focus on our technology roadmap and goals of achieving quantum advantage and large-scale fault tolerant quantum computing. In the future, we may seek to significantly increase our capital expenditures, including to upgrade our current chip fabrication facility, and possibly invest in a new quantum chip fabrication facility, which would require a significant amount of cash for capital expenditures and increase our depreciation expense in future years.

Selling, General and Administrative

Selling, general and administrative expenses increased by $0.9 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024.

The increase in selling, general and administrative expenses during the year ended December 31, 2025, when compared to the year ended December 31, 2024, was mainly due to higher costs for proxy distribution and solicitation related to our annual meeting, which was driven by the increase in the number of beneficial owners of our common stock. In addition, lower bonus expenses were offset by higher stock-based compensation expenses for existing employees and other costs.

We expect to incur additional selling, general and administrative expenses to support the growth of our business. Further, we expect selling, general and administrative expenses to increase over the longer term, particularly after we potentially achieve quantum advantage, and plan to subsequently enhance our sales and service offerings, expand our customer base, and implement new marketing strategies.

​

Other Income (Expense), net

Interest Expense

Interest expenses decreased by $3.2 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024. The reduction in interest expense was due to the prepayment of our outstanding debt with Trinity Capital Inc. ("Trinity Capital") in December 2024. A discussion regarding the debt prepayment is included in Note 7 to our consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K.

Interest Income

Interest income was $16.6 million for the year ended December31, 2025, compared to $5.1 million for the year ended December 31, 2024. The increase in interest income during the year ended December 31, 2025 was due to an increase in the balances of our invested cash and available-for-sale investments resulting from our equity offerings during late 2024 and the year ended December 31, 2025. Fluctuations in the rates of interest earned on our investments also had an impact on interest income during the year.

Change in Fair Value of Warrant Liabilities

A discussion of the change in the fair value of the warrant liabilities is included in Note 8 to our consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K.

The change in fair value of warrant liabilities for the year ended December 31, 2025 was a loss of $150.6 million, compared to a loss of $90.2 million for the year ended December 31, 2024. The change in fair value for the year ended December 31, 2025 was primarily due to fluctuations in our stock price, while the change in fair value for the year ended December 31, 2024 was primarily due to fluctuations in our stock price and related share price volatility.

Change in Fair Value of Earn-Out Liabilities

A discussion of the change in the fair value of the earn-out liabilities is included in Note 9 to our consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K.

The change in fair value of our earn-out liabilities for the year ended December 31, 2025 was a gain of $2.5 million, compared to a loss of $43.7 million for the year ended December 31, 2024. The change in fair value for the year ended December 31, 2025 was primarily due to fluctuations in our stock price, while the change in fair value for the year ended December 31, 2024 was primarily due to fluctuations in our stock price and related share price volatility.

As of December 31, 2025, all of the earn-out liabilities had been satisfied and the remaining liability balance is zero. We do not expect these earn-out liabilities to have any impact on the consolidated financial statements in future periods.

​

Loss on Extinguishment of Debt

On December 9, 2024, we prepaid in full all amounts owed under our Amended Loan Agreement with Trinity Capital Inc. We prepaid an aggregate of $9.5 million in outstanding principal balance, final payment fees of $0.9 million, plus accrued interest and a prepayment premium aggregating $0.1 million. During the year ended December 31, 2024, we recorded a $0.4 million loss on the prepayment and extinguishment of the outstanding principal balance owed under the Amended Loan Agreement.

Provision for Income Taxes

We have incurred a cumulative pre-tax loss for the past three years. We expect to continue to incur losses for income tax purposes for the foreseeable future and will continue to carry a full valuation allowance for our deferred tax assets. Accordingly, we did not record a provision for income taxes for either the year ended December 31, 2025 or the year ended December 31, 2024.

On July 4, 2025, new federal tax and budget legislation, known as the "One Big Beautiful Bill Act" ("OBBA") was signed into law. We evaluated the impact of the OBBA and determined that its provisions did not have a material impact on our consolidated financial statements.

Liquidity and Capital Resources

We have incurred net losses and negative cash flows from operations since inception. Historically, we have financed our operations primarily through the sale and issuance of Common Stock, preferred stock, warrants, convertible notes, debt and revenues. During the years ended December 31, 2025 and December 31, 2024, we incurred net losses of $216.2 million and $201.0 million, respectively. As of December 31, 2025, we had an accumulated deficit of $771.0 million, and we expect to incur additional losses for the foreseeable future.

We believe that our existing balances of cash, cash equivalents and available-for-sale investments will be sufficient to meet our anticipated operating cash needs for at least the next twelve months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our operating plan may change because of factors currently unknown, including factors described herein, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans.

We have based these estimates on assumptions that may prove to be wrong and we could use our available capital resources sooner than we currently expect, and future capital requirements and the adequacy of available funds will depend on many factors including those described in the section titled "Risk Factors" in this Annual Report on Form 10-K.

If we are unable to raise capital when needed and on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and/or other efforts. A recession or market corrections resulting from the impact of macroeconomic conditions could materially affect our business and the value of our securities.

Our cash requirements include employee-related costs such as salaries and benefits; materials and components for research and development; working capital requirements; capital expenditures for our quantum chip fabrication facility; quantum computing refrigerators and other requirements; planned development of multiple generations of quantum processors; anticipated investments to scale our operations in the future; and strategic collaborative arrangements and investments. In the future, we may seek to significantly increase our capital expenditures, including to upgrade our chip fabrication facility, possibly invest in a new quantum chip fabrication facility and for additional quantum computing refrigerators, which would require a significant amount of cash for capital expenditures.

With respect to our longer-term future cash requirements, we will require a significant amount of cash for expenditure as we invest in ongoing research and development and business operations, including with respect to the Collaboration Agreement with Quanta, pursuant to which we are required to invest at least $250.0 million in the field of quantum computing in furtherance of our product roadmap over a five-year period that commenced on February 27, 2025.

Until such time as we can generate significant revenue from sales of QPUs and quantum computing systems, our development contracts and other services, including our QCaaS offering, we believe we will meet our cash requirements and obligations primarily through our existing cash, cash equivalents and available-for-sale investments, potential securities financings or other capital sources. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. In addition, the likelihood that Public Warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock is less than $11.50 per share, we believe holders of our Public Warrants will be unlikely to exercise their warrants. To the extent our warrants are exercised, additional shares of Common Stock will be issued, which will result in dilution to the holders of our Common Stock and increase the number of shares eligible for resale in the public market.

Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed and on attractive terms, we may be required to delay, limit, or substantially reduce our quantum computing development efforts. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled "Risk Factors" in this Annual Report on Form 10-K.

Macroeconomic conditions, including inflation, interest rates and impacts from government policy and actions, such as international trade restrictions and policies and tariffs, may have adverse consequences, which may result in an economic recession globally or in the U.S., which could lead to a reduction in product demand, a decrease in corporate capital expenditures, prolonged unemployment, labors shortages, reduction in consumer confidence, adverse geopolitical and macroeconomic events, or any similar
negative economic condition. In addition, macroeconomic and geopolitical conditions may lead to disruptions to, and volatility and uncertainty in, the credit and financial markets in the U.S. and worldwide.

Cash Flows Used in Operating Activities

Our cash flows from operating activities are significantly affected by our ability to achieve significant growth to offset expenditures related to research and development, and selling, general and administrative activities. Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.

Net cash used in operating activities during the year ended December 31, 2025 was $58.5 million, primarily resulting from our net loss of $216.2 million, partially offset by non-cash expenses totaling $165.5 million. Changes in operating assets and liabilities had a $7.9 million unfavorable impact on net cash used in operating activities during the year ended December 31, 2025.

Net cash used in operating activities during the year ended December 31, 2024 was $50.6 million, primarily resulting from our net loss of $201.0 million, partially offset by non-cash expenses totaling $153.4 million. Changes in operating assets and liabilities had a $3.1 million unfavorable impact on net cash used in operating activities during the year ended December 31, 2024.

Cash used in operating activities increased by $7.9 million during the year ended December 31, 2025 when compared to the year ended December 31, 2024. The $15.2 million increase in our net loss for the year ended December 31, 2025, when compared to our net loss for the year ended December 31, 2024, was primarily due to the non-cash changes in the fair value of our derivative warrant and earn-out liabilities. Non-cash expenses impacting our net loss increased by $12.1 million to $165.5 million during the year ended December 31, 2025, when compared to the year ended December 31, 2024. Operating assets and liabilities had a $4.8 million unfavorable impact on the change in cash used in operating activities during the year ended December 31, 2025, when compared to the year ended December 31, 2024, mostly due to lower accounts receivable collections and payments for prepaids and other assets.

Cash Flows Used in Investing Activities

Cash used in investing activities during the year ended December 31, 2025 totaled $403.3 million, resulting from $635.6 million of purchases of available-for-sale securities and $18.7 million of purchases of property and equipment, partially offset by $251.0 million of maturities of available-for-sale securities.

Cash used in investing activities during the year ended December 312024 totaled $78.4 million, resulting from $224.8 million of purchases of available-for-sale securities and $11.1 million of purchases of property and equipment, offset in part by $157.5 million of maturities of available-for-sale securities.

Investments in property and equipment relate primarily to process computing equipment, quantum computing refrigerators, and development tools for our chip fabrication facility.

Net cash used in investing activities during the year ended December 31, 2025 increased by $324.9 million when compared to the year ended December 31, 2024, primarily due to investment of proceeds from our $350 million ATM program, resulting in higher purchases of available-for-sale securities.

Cash Flows Provided by Financing Activities

Cash provided by financing activities during the year ended December 31, 2025 totaled $439.1 million. We received net proceeds of $346.7 million from the sale of 30,309,780 shares of Common Stock pursuant to our ATM program that was completed during the year ended December 31, 2025. We received proceeds of $35.0 million from the sale of 3,020,412 shares of Common Stock from the private placement transaction with Quanta. We received proceeds of $50.0 million from the exercise of warrants, $2.0 million from the exercise of stock options and $6.3 million from tax withholdings on sell-to-cover equity award transactions. We also paid $0.9 million for offering costs.

Cash provided by financing activities during the year ended December 31, 2024 totaled $175.5 million, reflecting proceeds of $12.8 million, net of commissions, from the sale of 10.1 million shares of Common Stock to B. Riley Principal Capital II, LLC ("B. Riley") through the Common Stock Purchase Agreement (the "Purchase Agreement") we entered into with B. Riley on August 11, 2022, proceeds of $97.5 million, net of commissions, from the sale of 68.8 million shares of Common Stock under the At-the-Market Sales Agreement (the "Prior ATM Agreement") we entered into with B. Riley Securities, Inc. and Needham & Company, LLC on March 15, 2024, proceeds of $96.0 million, net of commissions, from the sale of 50.0 million shares of Common Stock through a registered direct offering and proceeds of $0.6 million from the exercise of stock options and warrants.

Cash provided by financing activities increased by $263.6 million during the year ended December 31, 2025, when compared to the year ended December 31, 2024. The increase was primarily due to the $346.7 million of net proceeds we received from our $350.0 million ATM offering completed in June 2025. Other factors favorably impacting the increase in cash provided by financing activities during the year ended December 31, 2025, when compared to the year ended December 31, 2024, include proceeds from the exercise of warrants of $50.0 million, proceeds of $35.0 million from the sale of common stock to Quanta, a $12.5 million favorable change in the impact of tax withholdings on sell-to-cover equity award transactions and a $23.3 million reduction in payments of principal of notes payable due to the prepayment of our outstanding debt with Trinity Capital in December 2024. These increases were offset in part by proceeds of $206.3 million from sales of Common Stock during the year ended December 31, 2024.

Contractual Obligations and Contingencies

See Note 19 to our consolidated financial statements located in "Part II Item 8 - Financial Statements and Supplementary Data. Notes to Consolidated Financial Statements" in this Annual Report on Form 10-K for a description of our contractual obligations and contingencies.

Critical Accounting Estimates

This Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements included in this Annual Report on Form 10-K, which have been prepared in accordance with GAAP.

Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions that affect revenue and expenses during the reporting periods.

Our estimates are based on historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

While our significant accounting policies are described in the Notes to our consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K, we believe the following critical accounting estimates are most important to understanding and evaluating our reported financial results.

Public Warrants and Private Warrants

As of December 31,2025, there were 8,728,586 Private and Public Warrants outstanding, consisting of 1,000,674 Private Warrants and 7,727,912 Public Warrants. Each whole warrant entitles the holder to purchase one share of our Common Stock at a price of $11.50 per share, subject to adjustments and will expire on March 2, 2027 at 5:00 p.m., New York City time or earlier upon redemption or liquidation.

The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to our stock and should be classified as a liability.

Since the Private Warrants meet the definition of a derivative, we recorded the Private Warrants as liabilities in the consolidated balance sheet at fair value upon the closing of the Business Combination (described in Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K), with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date. The fair value of the Private Warrants was measured using the Black-Scholes option-pricing model at each measurement date.

The Public Warrants also fail to meet the indexation guidance in ASC 815 and are accounted for as liabilities as the Public Warrants include a provision whereby in a scenario in which there is not an effective registration statement, the warrant holders have a cap, 0.361 shares of Common Stock per warrant (subject to adjustment), on the issuable number of shares in a cashless exercise. Subsequent to the separate listing and trading of the Public Warrants, the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants.

There are a number of variables impacting the Black-Scholes option-pricing model used to value the derivative liability for the Private Warrants. The most impactful variable is the price of our Common Stock. The derivative liability for the Private Warrants will correspondingly increase or decrease as the price of our Common Stock increases or decreases.

As of December 31, 2025 and December 31, 2024 the fair value of the derivative liability for the Private Warrants was $16.8 million and $22.8 million, respectively, with the change in the fair value of the derivative warrant liabilities recorded in the consolidated statements of operations each reporting period.

As of December 31, 2025 and December 31, 2024 the fair value of the derivative liability for the Public Warrants was $85.8 million and $70.3 million, respectively, with the change in the fair value of the derivative warrant liabilities recorded in the consolidated statements of operations each reporting period.

Earn-Out Liabilities

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"). Upon the closing of the Business Combination, SNII, Supernova Partners II, LLC and SNII's directors and officers (collectively the "Sponsor Holders") subjected certain shares of our Common Stock that they own ( the "Sponsor Vesting Shares") to forfeiture and vesting if thresholds related to the weighted average price of our Common Stock were not met for the duration of various specified consecutive day trading periods during the five-year period following the Closing Date (the "Earn-out Triggering Events"). Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the closing of the Business Combination were to be forfeited.

A total of 2,479,000 shares of our Common Stock held by the Sponsor Holders had a $12.50 per share price threshold for vesting (such shares, the "Promote Sponsor Vesting Shares") and a total of 580,273 shares of our Common Stock held by the Sponsor Holders had a $15.00 per share price threshold for vesting (such shares, the "Sponsor Redemption Based Vesting Shares," and, collectively with the Promote Sponsor Vesting Shares, the "Sponsor Vesting Shares").

The Sponsor Vesting Shares were accounted for as liability classified instruments because the Earn-Out Triggering Events that determined the number of Sponsor Vesting Shares to be earned back by the Sponsor Holders include outcomes that were not solely indexed to our Common Stock. The aggregate fair value of the Sponsor Vesting Shares at the time of the closing of the Business Combination was estimated using a Monte Carlo simulation model and was determined to be $20.4 million. There were a number of variables impacting the Monte Carlo simulation model used to value the earn-out liabilities, with the most impactful being the price of our Common Stock. Prior to vesting, the earn-out liabilities were adjusted to fair value each reporting period using the Monte Carlo simulation model.

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 our 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 Earn-out Triggering Events related to the Sponsor Vesting Shares had occurred, the Sponsor Vesting Shares were fully vested and the remaining liability balance was zero. As of December 31, 2024, the fair value of the earn-out liabilities was $45.9 million, with the change in the fair value of the earn-out liabilities recorded in the consolidated statements of operations.

Revenue Recognition

Revenue consists primarily of our contracts for the sale of QPUs, quantum computing systems, custom computing components, access to Rigetti quantum computing systems, collaborative research services and professional services.

Revenue related to the sale of QPUs, quantum computing systems, including Novera™ and Cepheus™, and custom quantum computing components is recognized at a point in time when obligations under the terms of the contract are satisfied and control is transferred to the customer, generally upon shipment for sales of QPUs and quantum computing systems, and upon customer acceptance for sales of custom quantum computing components.

Access to Rigetti quantum computing systems can be purchased as a quantum computing subscription, or on a usage basis for a specified quantity of hours. Revenue related to subscription-based access to Rigetti quantum computing systems (i.e., quantum computing subscriptions) is recognized on a ratable basis over the subscription term. Revenue related to usage-based access to Rigetti quantum computing systems is recognized over time as the systems are accessed using an output method based on compute credit hours expended.

Revenue related to collaborative research services and professional services is recognized over time, based on hours or costs incurred. For fixed price milestone-based contracts, if a milestone is deemed probable of being met, revenue is recognized over the time period the performance obligation is satisfied using an input measure based on actual labor hours or costs incurred. For those milestones not deemed probable of being met, revenue is recognized upon satisfaction of the performance obligation. Revenue related to cost-share contracts is recognized using an input based on actual reimbursable costs incurred.

Our fixed fee development contracts vary in term from one to five years, with the majority of such contracts having a term of six months to two years. When establishing the pricing for our fixed fee arrangements, we determine the pricing based on estimated costs to complete and expected margins taking into account the scope of work outlined within the contract being evaluated and our historical experience with similar services and contracts.

Actual costs incurred over the period in which these contracts are fulfilled could vary from these estimates and therefore, these estimates are subject to uncertainty. On a quarterly basis, management reviews the progress with respect to each contract and its related milestones and evaluates whether any changes in estimates exist. As a result of the quarterly reviews, revisions in the estimated effort to complete the contract are reflected in the period in which the change is identified.

These revisions may impact the overall progress related to transfer of control and therefore result in either increases or decreases in revenues as well as increases or decreases in fulfillment costs and contract margins. In accordance with ASC No. 250, Accounting Changes and Error Corrections, any changes in estimates are reflected in our consolidated statements of operations in the period in which the circumstances that give rise to the revision become known to management. To date, we have not experienced any changes in estimates that have had a material impact on our results from operations or financial position.

When our contracts with customers contain multiple performance obligations, the transaction price is allocated on a relative standalone selling price basis to each performance obligation. We typically determine standalone selling price based on observable selling prices of our products and services. In instances where standalone selling price is not directly observable, standalone selling price is determined using information that may include market conditions and other observable inputs. Stand-alone selling price is typically established as a range. In situations in which the stated contract price for a performance obligation is outside of the applicable standalone selling price range and has a different pattern of transfer to the customer than the other performance obligations in the contract, we will reallocate the total transaction price to each performance obligation based on the relative standalone selling price of each.

The transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which includes fixed consideration and estimates of variable consideration. The amount of variable consideration included in the transaction price is constrained and is included only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Our contracts with customers may include renewal, upgrade rights or other options at fixed prices. Determining whether such options are considered distinct performance obligations that provide the customer with a material right and therefore should be accounted for separately requires significant judgment. Judgment is required to determine the standalone selling price for each renewal option to determine whether the renewal pricing is reflective of standalone selling price or is reflective of a discount that would provide the customer with a material right. Based on our assessment of standalone selling prices, we determined that certain of the Company's sales contracts for the Novera QPU contain material upgrade rights which have been deferred.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 of our consolidated financial statements for the year ended December 31, 2025 included elsewhere in this Annual Report on Form 10-K.

Emerging Growth Company and Smaller Reporting Company Status

In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an "emerging growth company" ("EGC") may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Following the Business Combination, we still qualify as an emerging growth company and plan to take advantage of the extended transition period that emerging growth company status permits. During the extended transition period, it may be difficult or impossible to compare our financial results with the financial results of another public company that complies with public company effective dates for accounting standard updates because of the potential differences in accounting standards used.

We will remain an EGC under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a "large accelerated filer" under the rules of the SEC or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. Under the current rules of the SEC, we will no longer be eligible to take advantage of the scaled disclosures available to smaller reporting companies beginning with our Quarterly Report on Form 10-Q for the first quarter of 2026.

​