Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
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. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Management's Annual Report on Internal Control Over Financial Reporting
Our management, with the participation of our chief executive officer and our chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.
Attestation of Independent Registered Public Accounting Firm
This Annual Report on Form 10-K does not include an attestation report of our independent registered accounting firm on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 due to the exemption for “emerging growth company” as defined in the JOBS Act.
Changes in 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.
ITEM 9B. OTHER INFORMATION
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.
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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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
Not applicable
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item will be included in our definitive proxy statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders within 120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates (our “Proxy Statement”), which information is incorporated by reference herein.
We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in our Proxy Statement, which information is incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item will be included in our Proxy Statement, which information is incorporated by reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will be included in our Proxy Statement, which information is incorporated by reference herein.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item will be included in our Proxy Statement, which information is incorporated by reference herein.
PART IV
ITEM 15. EXHIBITS. FINANCIALSTATEMENT SCHEDULES
The Following documents are filed as a part of this Annual Report on Form 10-K:
(a) Financial Statements
The information concerning our financial statements, and Report of Independent Registered Public Accounting Firm required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Item 8, entitled “Consolidated Financial Statements and Supplementary Data.”
(b) Financial Statement Schedules
All schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedules, or because the information required is included in Item 8, entitled the “Consolidated Financial Statements and Supplementary Data.”
(c) Exhibits
The list of exhibits filed with this report is set forth in the Exhibit Index following the signature pages and is incorporated herein by reference.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Incorporated by Reference
Exhibit No.
Description
Schedule/
Form
File No.
Exhibit
Filing Date
2.1+
Agreement and Plan of Merger, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc.
8-K
001-40140
2.1
October 6, 2021
2.2
First Amendment to Agreement and Plan of Merger, dated as of December 23, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc.
8-K
001-40140
2.1
December 23, 2021
2.3
Second Amendment to Agreement and Plan of Merger, dated as of January 10, 2022, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc.
8-K
001-40140
2.1
January 10, 2022
3.1
Certificate of Incorporation of Rigetti Computing, Inc.
8-K
001-40140
3.1
March 7, 2022
3.2*
Second Amended and Restated Bylaws of Rigetti Computing, Inc.
4.1
Specimen Common Stock Certificate.
8-K
001-40140
4.1
March 7, 2022
4.2
Specimen Warrant Certificate.
8-K
001-40140
4.2
March 7, 2022
4.3
Warrant Agreement between American Stock Transfer & Trust Company, LLC and Supernova Partners Acquisition Company II, Ltd., dated March 1, 2021.
8-K
001-40140
4.1
March 4, 2021
4.4*
Description of the Registrant’s Securities
10.1
Amended and Restated Registration Rights Agreement, dated March 2, 2022, by and among New Rigetti, the Sponsor and the other holders party thereto.
8-K
001-40140
10.1
March 7, 2022
10.2
Form of Subscription Agreement for PIPE Financing.
8-K
001-40140
10.2
October 6, 2021
10.6
Manufacturing Agreement dated May 28, 2020, by and between Rigetti and Sparqtron Corporation.
S-4/A
333-260692
10.17
December 20, 2021
10.7#
Rigetti & Co, Inc. 2013 Equity Incentive Plan, as amended.
10-Q
001-40140
10.21
May 16, 2022
10.8#
Form of Stock Option Grant Notice and Form of Stock Option Agreement under Rigetti & Co, Inc. 2013 Equity Incentive Plan.
S-4/A
333-260692
10.20
January 14, 2022
10.9#
Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under Rigetti & Co, Inc. 2013 Equity Incentive Plan.
S-4/A
333-260692
10.21
January 14, 2022
10.10#
Rigetti Computing, Inc. 2022 Equity Incentive Plan.
8-K
001-40140
10.16
March 7, 2022
10.11#
Form of Stock Option Grant Package under 2022 Equity Incentive Plan.
8-K
001-40140
10.17
March 7, 2022
10.12#
Form of RSU Grant Package under 2022 Equity Incentive Plan.
8-K
001-40140
10.18
March 7, 2022
10.13#
Form of Stock Award Grant Package under 2022 Equity Incentive Plan.
8-K
001-40140
10.19
March 7, 2022
10.14#
Rigetti Computing, Inc. 2022 Employee Stock Purchase Plan.
8-K
001-40140
10.20
March 7, 2022
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10.15#
Form of Indemnification Agreement by and between the Company and its directors and officers.
8-K
001-40140
10.21
March 7, 2022
10.16*#
Non-Employee Director Compensation Policy
10.17
Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
S-4/A
333-260692
10.12
December 20, 2021
10.18
First Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
10-K
001-40140
10.18
March 7, 2025
10.19
Second Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
10-K
001-40140
10.19
March 7, 2025
10.20
Third Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
10-K
001-40140
10.20
March 7, 2025
10.21
Fourth Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
10-K
001-40140
10.21
March 7, 2025
10.22
Sixth Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
10-K
001-40140
10.22
March 7, 2025
10.23
Seventh Amendment to Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
10-Q
001-40140
10.2
August 8, 2024
10.24
Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd.
S-4/A
333-260692
10.13
December 20, 2021
10.25
Amendment No. 1 to the Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd.
10-K
001-40140
10.25
March 7, 2025
10.26
Amendment No. 2 to the Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd.
10-K
001-40140
10.26
March 7, 2025
10.27
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.
10-K
001-40140
10.27
March 7, 2025
10.28#
Executive Employment Agreement, dated December 7, 2022, by and between Rigetti Computing, Inc. and Dr. Subodh Kulkarni.
8-K
001-40140
10.1
December 8, 2022
10.29#
Executive Employment Agreement, dated February 9, 2023, by and between Rigetti Computing, Inc. and Jeffrey Bertelsen.
8-K
001-40140
10.1
February 10, 2023
10.30#
Amended and Restated Employment Agreement, dated as of March 2, 2023, between Rigetti Computing, Inc. and David Rivas
POS-AM
333-263798
10.30
April 5, 2023
10.31
Amendment No.3, dated as of September 20, 2024, to Standard Industrial/Commercial Multi-Tenant Lease-Gross dated as of April 15, 2015, by and between Rigetti & Co. LLC, Temescal, LP, Costa Industrial Park, II
8-K
001-40140
10.1
September 24, 2024
10.32
Third Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I.
10-K
001-40140
10.34
March 7, 2025
10.33
Se curities Purchase Agreement, dated as of February 27, 2025, by and between Rigetti Computing, Inc. and Quanta Computer Inc.
8-K
001-40140
10.2
February 28, 2025
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10.34
Collaboration Agreement, dated as of February 27, 2025, by and between Rigetti & Co. LLC and Quanta Computer Inc.
8-K
001-40140
10.1
February 28, 2025
19.1
Insider Trading Policy
10-K
001-40140
19.1
March 7, 2025
21.1*
List of Subsidiaries of Rigetti Computing, Inc.
23.1*
Consent of BDO USA P.C .
24.1*
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Incentive Compensation Recoupment Policy
10-K
001-40140
97.1
March 14, 2024
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
**
Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
+
The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
#
Indicates management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .
RIGETTI COMPUTING, INC.
Date: March 4, 2026
By:
/s/ Dr. Subodh Kulkarni
Dr. Subodh Kulkarni
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Dr. Subodh Kulkarni and Jeffrey Bertelsen, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Subodh Kulkarni
Chief Executive Officer and Director
March 4, 2026
Subodh Kulkarni
(Principal Executive Officer)
/s/ Jeffrey Bertelsen
Chief Financial Officer
March 4, 2026
Jeffrey Bertelsen
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Thomas J. Iannoti
Chair of the Board of Directors
March 4, 2026
Thomas J. Iannoti
/s/ Michael Clifton
Director
March 4, 2026
Michael Clifton
/s/ Alissa Fitzgerald
Director
March 4, 2026
Alissa Fitzgerald
/s/ Ray Johnson
Director
March 4, 2026
Ray Johnson
/s/ H. Gail Sandford
Director
March 4, 2026
H. Gail Sandford
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