Rigetti Computing, Inc. 10-Q

ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Arrangements ​ Other than as set forth below, during the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K). ​ On June 3, 2026 , Alissa Fitzgerald , a member of our board of directors , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the potential sale of up to 14,869 shares of our Common Stock, including shares obtained from the potential exercise of vested stock options, depending on the market prices of the securities. The plan is scheduled to terminate on June 1, 2027, subject to earlier termination upon the sale of all securities subject to the plan, or as otherwise provided in the plan. ​ On June 4, 2026 , Jeffrey Bertelsen , our Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the potential sale of up to 450,000 shares of our Common Stock obtained from the potential exercise of vested stock options, depending on the market prices of the securities. The plan is scheduled to terminate on December 31, 2027, subject to earlier termination upon the sale of all securities subject to the plan, or as otherwise provided in the plan. ​ 42 Table of Contents On June 10, 2026 , Subodh Kulkarni , our Chief Executive Officer and a member of our board of directors, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the potential sale of up to 1,120,000 shares of our Common Stock obtained from the potential exercise of vested stock options, depending on the market prices of the securities. The plan is scheduled to terminate on December 31, 2027, subject to earlier termination upon the sale of all securities subject to the plan, or as otherwise provided in the plan. ​ On June 15, 2026 , Michael Clifton , a member of our board of directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the potential sale of up to 300,000 shares of our Common Stock, depending on the market prices of the securities. The plan is scheduled to terminate on September 14, 2027, subject to earlier termination upon the sale of all securities subject to the plan, or as otherwise provided in the plan. ​ 43 Table of Contents ITEM 6 – EXHIBITS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference ​ ​ ​ Number ​ Description ​ 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 ​ 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. ​ 10-K ​ 001-40140 ​ 3.2 ​ March 4, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1#+ ​ Sublease, dated as of April 17, 2026, by and between Rigetti & Co, LLC and Chinook Therapeutics, Inc. ​ 8-K ​ 001-40140 ​ 10.1 ​ April 21, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1* ​ Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2* ​ Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1** ​ Certification of Chief 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 Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS* ​ Inline XBRL Instance Document—the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. ​ ​ ​ ​ ​ ​ ​ ​ 44 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 (formatted as Inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ ​ ​ ​ ​ * 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-Q), irrespective of any general incorporation language contained in such filing. # Certain portions of this exhibit have been redacted pursuant to Regulation S-K, Item 601(a)(6). + Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request. ​ ​ ​ 45 Table of Contents SIGNATURES Pursuant to the requirements 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 . ​ ​ ​ /s/ Subodh Kulkarni ​ By Subodh Kulkarni, President and Chief Executive Officer ​ (Principal Executive Officer and Duly Authorized Officer) ​ ​ ​ /s/ Jeffrey A. Bertelsen ​ By Jeffrey A. Bertelsen, Chief Financial Officer ​ (Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer) ​ ​ Date: August 6, 2026 ​ ​ ​ ​ ​ ​ 46