What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-04 compared with 2025-03-07 · 32 added, 37 removed, 169 unchanged (29% of the section changed)

CONTROLS AND PROCEDURES

Background and Remediation of Material Weaknesses

As previously reported, in connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2023, we identified two material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management concluded that the previously identified material weakness in our internal control over financial reporting related to complex financial instruments was remediated as of March 31, 2024.

Our management concluded that the previously identified material weakness in our internal control over financial reporting related to the design and operation of our overall closing and financial reporting processes, including the timely preparation of account reconciliations, effective segregation of duties, particularly with respect to IT systems, and a lack of timely review over the financial statement close process was due to the fact that the Company had limited resources and did not have the necessary business processes and related internal controls formally designed and implemented coupled with the appropriate resources with the appropriate level of experience and technical expertise to oversee our closing and financial reporting processes.

Remediation Plan

Our remediation plan related to the material weakness over our overall closing and financial reporting processes included:

● hiring sufficient personnel with technical accounting and financial reporting experience to augment our current staff, to achieve appropriate segregation of duties and to improve the effectiveness of our closing and financial reporting processes;

● addressing the lack of segregation of duties for change management and logical access over IT systems;

● implementing improved accounting and financial reporting procedures and systems to improve the completeness, timeliness and accuracy of our financial reporting and disclosures, including the assessment of more judgmental areas of accounting.

These controls have been fully implemented and have been operating for a sufficient period of time, and management has concluded, through formal testing, that these controls are operating effectively.

Based on this assessment, management concluded that, as of December 31, 2024, the material weakness was remediated.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

7 unchanged sentences

Changes in Internal Control over Financial Reporting

Other than as described above regarding actions taken to remediate our material weakness, there have been no material changes in our internal control over financial that occurred during the three months ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no material changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the three months ended December 31, 2024, no ne of the Company’s executive officers or directors adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement.”

Amendment and Restatement of Bylaws

On February 27, 2026, our board of directors approved and adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”), effective as of such date.

The Second Amended and Restated Bylaws modify the provisions for determining the presence of a quorum at all meetings of stockholders to provide that the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of one-third (33-1/3%) of the voting power of the outstanding shares of stock entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business.

Prior to the amendment and restatement, the presence, in person, by remote communication, if applicable, or by proxy, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote at a meeting of stockholders, constituted a quorum for the transaction of business.

In addition, the Second Amended and Restated Bylaws update certain requirements in the advance notice provisions to align them to current best practices, including (i) removing the requirement for a stockholder nominating a director to our board to provide a statement whether such nominee, if elected, would intend to tender a resignation promptly following such person’s failure to receive the required vote for election or re-election and (ii) clarifying that a written notice provided by a stockholder with respect to a director nominee shall include, to the extent known by such stockholder, the name and address of any other stockholder providing financial support for the stockholder’s proposal (previously, the requirement was to provide the name and address of any other stockholder supporting such proposal).

The Second Amended and Restated Bylaws also make certain other technical, modernizing and clarifying changes.

The foregoing description of the changes contained in the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated herein by reference.

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2025, except for the below, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).

On November 24, 2025 , Thomas Iannotti , a member of our board of directors , adopted a Rule 10b5-1 trading arrangement that provides for the sale of up to 100,000 shares of our Common Stock, depending on the market prices of the securities.

The plan is scheduled to terminate on February 28, 2027 , subject to earlier termination upon the sale of all securities subject to the plan, or as otherwise provided in the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

30 unchanged sentences

March 7, 2022

Amended and Restated Bylaws of Rigetti Computing, Inc.

November 14, 2022

Second Amended and Restated Bylaws of Rigetti Computing, Inc.

Specimen Common Stock Certificate.

5 unchanged sentences

Description of the Registrant’s Securities

March 27, 2023

Amended and Restated Registration Rights Agreement, dated March 2, 2022, by and among New Rigetti, the Sponsor and the other holders party thereto.

2 unchanged sentences

October 6, 2021

Sponsor Support Agreement, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Rigetti Holdings, Inc., Supernova Partners II LLC and certain other parties thereto.

October 6, 2021

Rigetti Holders Support Agreement, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Rigetti Holdings, Inc.

and certain other parties thereto.

October 6, 2021

Letter Agreement, dated as of March 1, 2021, among Supernova, the Sponsor and Supernova’s officers and directors.

March 4, 2021

Manufacturing Agreement dated May 28, 2020, by and between Rigetti and Sparqtron Corporation.

26 unchanged sentences

First Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.

March 7, 2025

Second Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.

March 7, 2025

Third Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.

March 7, 2025

Fourth Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.

Fifth Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.

March 7, 2025

Sixth Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.

March 7, 2025

Seventh Amendment to Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.

4 unchanged sentences

1 to the Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd.

March 7, 2025

Amendment No.

2 to the Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd.

March 7, 2025

Notice of Option to Extend Lease Term to the Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd.

March 7, 2025

Executive Employment Agreement, dated December 7, 2022, by and between Rigetti Computing, Inc.

10 unchanged sentences

September 24, 2024

Amended & Restated Employment Agreement, dated February 2, 2022, between Rigetti Holdings, Inc.

and Rick Danis.

February 8, 2022

Transition Services Agreement, by and between Rick Danis and Rigetti Computing, Inc.

, dated as of November 6, 2024.

November 8, 2024

Third Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.

March 7, 2025

Se curities Purchase Agreement, dated as of February 27, 2025, by and between Rigetti Computing, Inc.

and Quanta Computer Inc.

February 28, 2025

Collaboration Agreement, dated as of February 27, 2025, by and between Rigetti & Co.

LLC and Quanta Computer Inc.

February 28, 2025

Insider Trading Policy

March 7, 2025

List of Subsidiaries of Rigetti Computing, Inc.

55 unchanged sentences

March 4, 2026

/s/ Cathy McCarthy

March 7, 2025

Cathy McCarthy

Gail Sandford

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures