November 11, 2026·45 min read
Rigetti Computing, Inc. (RGTI), Financial Analysis
Insights derived from analysing SEC filings. Independent analysis, not a publication of the SEC.
Revenue Q3 2026
$1.411m
(27.5%) year on year (Q3 2025 $1.947m)
Costs Q3 2026 (revenue less operating income)
$34.6m
+53.8% year on year (Q3 2025 $22.5m)
Operating margin Q3 2026 (loss)
(2,351.9%)
(1,296.5 pts) year on year (Q3 2025 (1,055.4%))
Key findings
- Revenue down 28% to $1.411m in Q3 2026, with no system sales in the quarter. Collaborative research and professional services $1.265m and cloud access $0.146m. Sales of quantum computers and components were $3.05m in Q1 and $4.10m in Q2 2026 and nil in Q3. 9M 2026 revenue $10.949m (+110%). Q3 gross margin 60.7%.
- Costs +53.8% to $34.6m; operating loss $33.2m against $20.5m. R&D $25.5m (+70%) and SG&A $8.5m (+44%). The operating loss has grown in each quarter since Q2 2025.
- Net loss $3.1m after a $25.3m warrant gain. Rigetti's 8.7m public and private warrants (exercise price $11.50, expiring 2 Mar 2027) are carried as a liability at fair value. When the share price falls, the liability shrinks and the decrease is booked as a gain: the share price input in the 10-Q warrant valuation fell from $19.32 at 30 Jun to $15.74 at 30 Sep 2026. Diluted EPS ($0.08) excludes the gain.
- Cash and investments $497.1m at 30 Sep 2026, no debt; Q3 capex $26.2m. Cash fell $44.2m in the quarter; free cash flow ($43.3m). Market value $3.86bn at the 30 Oct 2026 close of $11.25; EV/sales 262x TTM revenue of $12.8m.
- FY2026 revenue outlook about $20m, depending on C‑DAC acceptance of the $8.4m 108 qubit system in Q4 2026 (as filed). That implies about $9.1m of Q4 revenue (derived). Remaining performance obligations were $2.9m at 30 Sep 2026, of which $1.0m is expected after the next 12 months (10-Q).
- Government share of revenue 90.2% in FY2025 and 30.0% in 9M 2026; CHIPS award of up to $100m booked in equity; roadmap changed. The Commerce Department received 7.74m shares for the award, so no grant income will be recorded. The 108 qubit system reached 99.5% median two qubit fidelity; a 300+ qubit system by mid 2028 replaces the earlier 150+ qubits by end 2026 target, and the 10-Q states past milestones were missed.
Figures are read from the Forms 10-K for FY2022, FY2024 and FY2025, the Forms 10-Q for Q1 2025 to Q3 2026 (the Q3 2026 10-Q filed 10 Nov 2026), the Forms 8-K with all their exhibits, incl. the quarterly earnings releases (Ex 99.1) with the management commentary they contain, the Commerce Department award and share issuance agreements (Ex 10.1 and Ex 10.2 of 8 Sep 2026), the Form 8-K Item 5.07 vote results of June 2026, Schedules 13G and Forms 4 for central index key 1838359, together with the Forms 10-Q, 8-K and annual reports of the competitors used in chapters 2 to 5. Earnings call remarks are left out: the Q3 2026 call transcript was not available when this analysis was prepared. Share prices are month end closes; the latest used is the close of 30 Oct 2026. Accession numbers appear in the Sources appendix.
1 Revenue & Business Model
- Storyline: revenue shifted from government development contracts to system sales in H1 2026 and back in Q3 2026, while the operating loss grew in each quarter since Q2 2025 and the balance sheet holds $497.1m. Chapters 2 to 4 cover the three revenue types: government research contracts, QPU and system sales, and cloud access.
- Business (FY2025 10-K): Rigetti builds superconducting quantum computers with chips made in its own fab (Fab‑1, Fremont). It earns revenue from development contracts, mostly with government entities, from on premises sales of the 9 qubit Novera QPU and Cepheus systems of 36 to 108 qubits, and from cloud access through Rigetti QCS, Amazon Braket, Azure Quantum and qBraid. Rigetti reports one segment.
- Quantum advantage as defined in the 10-K: more than 1,000 qubits, two qubit fidelity above 99.9% and gate speed below 50 ns; the 10-K states no current system has reached it.
- Revenue $8.2m in FY2021 (11 months), $13.1m in FY2022 and $7.1m in FY2025, (34%) on FY2024; FY2025 had no Novera sales against $1.6m in FY2024. TTM Q3 2026 revenue $12.8m.
- Customers (10-Q): in 9M 2026 customer A was 30% of revenue, B 22% and G 10%; in Q3 2026 five customers were each above 10%, the largest 34%. In FY2025 customer D was 42%.
- Regions: 9M 2026 revenue from the US $6.0m, Asia and other $3.9m (incl. a Novera system for an Asian technology manufacturer) and Europe $1.0m (10-Q).
- Employees: 164 at 1 Mar 2026 (162 full time), mostly in the US, the rest in the UK, Australia, Canada and India.
Table 1.1 Revenue by type, last seven quarters
| Line | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|---|---|
| Collaborative research and professional services ($m) | 1.332 | 1.711 | 1.896 | 1.737 | 1.299 | 0.952 | 1.265 |
| Sales of quantum computers and components ($m) | 0.000 | 0.000 | 0.000 | 0.000 | 3.046 | 4.098 | 0.000 |
| Access to quantum computing systems ($m) | 0.140 | 0.090 | 0.051 | 0.131 | 0.055 | 0.088 | 0.146 |
| Total revenue ($m) | 1.472 | 1.801 | 1.947 | 1.868 | 4.400 | 5.138 | 1.411 |
| Revenue growth year on year (%) | (51.8) | (41.6) | (18.1) | (17.9) | 198.9 | 185.3 | (27.5) |
| Government entities, share of revenue (%) | 89.5 | 91.7 | 92.6 | 86.8 | 26.9 | 18.0 | 81.5 |
| Gross margin (%) | 30.0 | 31.4 | 20.7 | 34.9 | 31.3 | 42.6 | 60.7 |
| Remaining performance obligations ($m) | 1.2 | 5.7 | 5.5 | 3.8 | 2.8 | 2.7 | 2.9 |
Q4 2025 equals FY2025 less 9M 2025. Q4 2025 government share derived from FY2025 and 9M 2025 shares. Growth for Q1 and Q2 2025 uses prior year revenue as first presented.
Table 1.2 Operating metrics as filed
| Metric | Values by period |
|---|---|
| Median two qubit gate fidelity, 108 qubit Cepheus system (%) | Jan 2026: 99.0; Apr 2026: 99.1; Aug 2026: 99.1; Nov 2026: 99.5 |
| Median two qubit gate fidelity, 9 qubit system (%) | Jan 2026: 99.7; May 2026: 99.8 |
| Median two qubit gate fidelity, 36 qubit system (%) | Jan 2026: 99.6 |
| Qubits in the largest system | Ankaa‑3 84 (Q4 2024); Cepheus‑1‑36Q, 4 chiplets of 9 qubits; Cepheus‑1‑108Q, 12 chiplets of 9 qubits, general availability Apr 2026 |
| Employees | 164 at 1 Mar 2026, of which 162 full time |
| Shares outstanding (m) | FY2024: 283.5; FY2025: 331.3; Q3 2026: 342.7; 6 Nov 2026: 342.8 |
Fidelity values from 8-K filings, the Q1 and Q2 2026 releases and the Q3 2026 10-Q (internal testing).
2 Government Research Contracts: Development Work and a $100m CHIPS Award
- Collaborative research and professional services revenue $1.265m in Q3 2026, (33.3%); these are development contracts, mostly with government entities. The line ranged from $0.95m to $1.90m a quarter since Q1 2025.
- Government share of revenue 89.4% in FY2024, 90.2% in FY2025 and 30.0% in 9M 2026, as Novera sales in H1 2026 went to buyers outside government; the share was 81.5% in Q3 2026 with no system sales.
- Commerce Department CHIPS award (8-K of 8 Sep 2026): up to $100m for readout electronics, a new cryostat architecture and high connectivity chip fabrication; $43.9m available at signing, then $29.9m and $26.2m on milestones. The Department received 7,739,938 shares at an implied $12.92. As filed, the share fair value at issuance (about $122.4m) exceeds the award, so the whole award is booked as equity and no grant income will show in the income statement. Missed required activities can trigger repayment.
- Other contracts in filings: a three year $5.8m AFRL contract with QphoX for superconducting quantum networking (8-K Ex 99.1 of 10 Nov 2025); the FY2025 10-K names DARPA, DOE and AFRL among customers and an Innovate UK project to upgrade the NQCC system to 36 qubits with Riverlane error correction.
How government quantum funding is changing
- IBM, Alphabet and Microsoft report no quantum revenue in their filings, so the comparisons in chapters 2 to 4 use IonQ, D‑Wave and Quantum Computing Inc.
- CHIPS R&D agreements: D‑Wave, Rigetti and Quantinuum each reported $100m CHIPS R&D agreements with the Commerce Department (8-K Ex 99.1 filings of Sep to Nov 2026); under Rigetti's award the Department received 7.74m shares. IBM signed a letter of intent for Anderon, a quantum wafer foundry with $1bn of CHIPS incentives plus $1bn of IBM cash, and plans more than $10bn of quantum investment over five years (IBM 8-K, Jul 2026).
- DARPA Quantum Benchmarking Initiative: Rigetti was not among the initial Stage B companies named on 6 Nov 2025 (Rigetti 8-K Ex 99.1); IonQ reports it advanced to Stage C with potential value up to $300m (IonQ 8-K Ex 99.1).
- National programs: the FY2025 10-K cites the expiry of the US National Quantum Initiative Act in Sep 2023, pending reauthorization; India's C‑DAC order for a 108 qubit Rigetti system builds on a memorandum of understanding of Sep 2025.
Table 2.1 Government work compared ($m unless stated)
| Company and line | Period | Measure | Filed detail | Value | Growth (%) |
|---|---|---|---|---|---|
| Rigetti, collaborative research and services | Q3 2026 | Revenue | government 81.5% of total revenue | 1.27 | (33.3) |
| Rigetti, collaborative research and services | 9M 2026 | Revenue | government 30.0% of total revenue | 3.52 | (28.8) |
| Rigetti, CHIPS R&D award | Sep 2026 | Award, up to | $43.9m at signing, then $29.9m and $26.2m; booked in equity | 100.0 | n/a |
| IonQ Platform segment | Q3 2026 | Segment revenue | DARPA QBI Stage C, potential value up to $300m | 90.3 | 126.5 |
| D‑Wave Quantum | Q3 2026 | Revenue | $100m CHIPS R&D agreement; RPO $38.3m | 4.5 | 20.7 |
| Quantum Computing Inc | Q3 2026 | Revenue | acquired photonics sales to aerospace, government and industrial buyers; backlog $39.1m | 9.5 | n/a |
D‑Wave and Quantum Computing Inc from their Q3 2026 releases (8-K Ex 99.1); IonQ from its Q3 2026 10-Q. Quantum Computing Inc growth of about 2,374% reflects acquisitions on a $0.384m base.
3 QPU and System Sales: Novera Shipments and the C‑DAC 108 Qubit Order
- Sales of quantum computers and components $3.05m in Q1 2026, $4.10m in Q2 and nil in Q3, after nil in each 2025 quarter; the H1 2026 sales were 9 qubit Novera systems, incl. two orders of about $5.7m from an Asian technology manufacturer and a California startup, and a unit for the University of Saskatchewan.
- C‑DAC order: an $8.4m purchase order (Jan 2026) for a 108 qubit on premises system in Bengaluru; deployment was first scheduled for H2 2026 and revenue is expected on acceptance in Q4 2026. The FY2026 outlook of about $20m assumes that acceptance.
- Gross margin: the 10-Q states Novera sales carry a higher gross margin than development contracts; quarterly gross margin was 31.3% in Q1, 42.6% in Q2 and 60.7% in Q3 2026, against 29.1% for FY2025.
- Backlog and deferred revenue at 30 Sep 2026: remaining performance obligations $2.9m, $1.0m within 12 months; deferred revenue $3.93m.
- Delivery capacity: in Aug 2026 Rigetti created a Systems Delivery organization under a new Chief Operating Officer, citing more demand for on premises systems from Novera to the 108 qubit Cepheus class; further Novera units were ordered by a Japanese research organization (delivery expected Apr 2026, Q4 2025 release) and are planned for the Pittsburgh Supercomputing Center TangleLab testbed with HPE (Q2 2026 release).
How the market for quantum systems is changing
- On premises sales at peers: IonQ quantum hardware revenue $52.9m in Q3 2026 (+145%), incl. networking and sensing systems; D‑Wave delivered a 4,400+ qubit Advantage2 system to Como, Italy, funded by Swiss Quantum Technology SA (8-K Ex 99.1, Nov 2026).
- Single large orders move totals: D‑Wave 9M 2026 revenue was $10.4m against $21.8m; H1 2025 included $13.7m from its first annealing system sale (D‑Wave Q2 2026 8-K Ex 99.1); Rigetti's 9M 2026 revenue includes $7.14m of Novera sales.
- Installations abroad: IBM and the Basque Government opened IBM's second Quantum System Two outside the US (IBM 8-K, Oct 2025); Rigetti plans to invest up to $100m in the UK, incl. a 1,000+ qubit UK system in three to four years (8-K of 11 May 2026).
Table 3.1 System sales compared ($m unless stated)
| Company and line | Period | Measure | Filed detail | Value | Growth (%) |
|---|---|---|---|---|---|
| Rigetti, quantum computers and components | 9M 2026 | Sales | Q1 $3.05m, Q2 $4.10m, Q3 nil; FY2025 nil | 7.14 | n/a |
| Rigetti, C‑DAC order | Jan 2026 | Purchase order | 108 qubit system, revenue expected on acceptance in Q4 2026 | 8.4 | n/a |
| IonQ, quantum hardware | Q3 2026 | Revenue | incl. networking and sensing systems; 256 qubit system commissioning targeted H1 2027 | 52.9 | 145.3 |
| D‑Wave Quantum | 9M 2026 | Revenue | H1 2025 included a $13.7m system sale; Advantage2 system delivered to Como, Italy (Q3 2026 release) | 10.4 | (52.3) |
| Quantum Computing Inc | Q3 2026 | Products and services revenue | photonic components, quantum communication and packaging; gross margin 4.5% | 9.5 | n/a |
IonQ from its Q3 2026 10-Q; D‑Wave and Quantum Computing Inc from Q3 2026 releases (8-K Ex 99.1); the D‑Wave $13.7m system sale from its Q2 2026 release.
Table 3.2 Technology roadmap as filed
| Date | Source | Targets |
|---|---|---|
| 10 Nov 2025 | Q3 2025 release | 100+ qubit chiplet system at 99.5% median two qubit fidelity by end of 2025; 150+ qubit system by or around end of 2026 at 99.7%; 1,000+ qubit system by or around end of 2027 at 99.8%. |
| 4 Mar 2026 | Q4 2025 release | Deploy 108 qubit system at 99.5% median two qubit fidelity; 99.9% two qubit fidelity at 28 ns on a prototype platform. |
| 6 Aug 2026 | Q2 2026 release | Path to about 1,000 qubits, about 99.9% two qubit fidelity and gate speed below 50 ns over roughly three years. 108 qubit system at about 99.1%. |
| 10 Nov 2026 | Q3 2026 release and 10-Q | 108 qubit system reached 99.5% median two qubit fidelity (99.6% on 80 qubit sublattice, 99.7% on 50 qubit sublattice). Next: 300+ qubit system at about 99.7% median two qubit fidelity and gate speed below 60 ns by mid 2028; about 1,000 qubits at about 99.9% and below 50 ns within about three years. The 10-Q risk factor states the roadmap was changed in 2018, 2022, 2023, 2025 and 2026 and milestones were missed in the past. |
The Nov 2026 targets replace the Nov 2025 targets of 150+ qubits at 99.7% by about end 2026 and 1,000+ qubits at 99.8% by about end 2027.
4 Cloud Access: Cepheus on QCS, Braket and Azure Quantum
- Access to quantum computing systems revenue $0.146m in Q3 2026 against $0.051m; 9M 2026 $0.289m, 2.6% of revenue. FY2022 access revenue was $3.2m, FY2025 $0.4m.
- Distribution: Cepheus‑1‑108Q became generally available in Apr 2026 on Rigetti QCS and Amazon Braket, then on Azure Quantum and qBraid; Amazon Braket states it is the first gate based device on Braket with more than 100 qubits (8-K of 7 Apr 2026).
- System timing: the 108 qubit launch moved from end 2025 to about end Q1 2026 for another chip iteration (8-K of 9 Jan 2026); fidelity rose from 99.0% in Jan to 99.1% at launch and 99.5% in Nov 2026.
How quantum cloud access is changing
- Peer cloud revenue: IonQ quantum services revenue, incl. cloud access, support and other services, $37.4m in Q3 2026 (+104.5%); D‑Wave QCaaS revenue from production applications $1.3m in H1 2026, 37.3% of its QCaaS revenue against 9.8% a year earlier, with revenue from over 100 customers, over 50% of them commercial enterprises (D‑Wave Q2 2026 8-K Ex 99.1).
- Partner clouds: Rigetti and IonQ systems are offered on Azure Quantum and Amazon Braket; IBM cites more than 280 ecosystem partners for its quantum service (IBM 8-K, Oct 2025).
- Hybrid computing: Rigetti supports NVIDIA NVQLink for linking quantum systems with AI supercomputers (Q3 2025 release) and works with HPE and the Pittsburgh Supercomputing Center on a hybrid system (Q2 2026 release).
Table 4.1 Cloud and services revenue compared ($m unless stated)
| Company and line | Period | Measure | Filed detail | Value | Growth (%) |
|---|---|---|---|---|---|
| Rigetti, access to quantum computing systems | Q3 2026 | Revenue | 2.6% of 9M 2026 revenue; Cepheus‑1‑108Q on QCS, Braket, Azure Quantum and qBraid | 0.146 | 186.3 |
| IonQ, quantum services | Q3 2026 | Revenue | systems offered on AWS, Azure and Google Cloud | 37.4 | 104.5 |
| D‑Wave Quantum, QCaaS from production applications | H1 2026 | Revenue | 37.3% of QCaaS revenue against 9.8% a year earlier | 1.3 | 333.3 |
| Quantum Computing Inc | Q3 2026 | Cloud access revenue | not reported separately | n/a | n/a |
IonQ services include more than cloud access; D‑Wave from its Q2 2026 release (8-K Ex 99.1).
5 Financial Analysis & Ratios
- Operating margin (416%) in FY2021, (1,194%) in FY2025 and (857%) TTM. Operating loss TTM $109.8m on revenue of $12.8m; gross margin 39.6% TTM against 29.1% in FY2025.
- Net loss TTM $40.8m against an operating loss of $109.8m: warrant gains of $48.0m and interest income of $20.9m. Quarterly warrant marks ranged from ($182.0m) in Q3 2025 to +$53.7m in Q1 2026.
- Free cash flow TTM ($111.1m): operating cash flow ($64.0m) and capex $47.2m. 9M 2026 capex $42.6m against $14.1m in 9M 2025.
- Balance sheet at 30 Sep 2026: cash $45.8m, short term investments $337.5m and long term investments $113.8m; no debt; property and equipment $87.5m; warrant liabilities $53.1m, now current; total equity $542.0m; accumulated deficit $793.6m.
- Capital returns: no dividends and no buybacks in any year shown. Full valuation allowance; no income tax in any period shown.
Table 5.1 Income statement, cash flow and balance sheet summary ($bn unless stated)
| Line item | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|---|
| Revenue | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Gross profit | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Research and development | 0.0 | 0.1 | 0.1 | 0.0 | 0.1 | 0.1 |
| Selling, general and administrative | 0.0 | 0.1 | 0.0 | 0.0 | 0.0 | 0.0 |
| Operating income | 0.0 | (0.1) | (0.1) | (0.1) | (0.1) | (0.1) |
| Net income | 0.0 | (0.1) | (0.1) | (0.2) | (0.2) | 0.0 |
| Diluted EPS ($) | (1.64) | (0.70) | (0.57) | (1.09) | (0.70) | n/a |
| Operating cash flow | 0.0 | (0.1) | (0.1) | (0.1) | (0.1) | (0.1) |
| Capital expenditure | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Free cash flow | 0.0 | (0.1) | (0.1) | (0.1) | (0.1) | (0.1) |
| Stock based compensation | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Cash and investments | 0.0 | 0.1 | 0.1 | 0.2 | 0.6 | 0.5 |
| Total debt | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Total equity | 0.0 | 0.2 | 0.1 | 0.1 | 0.5 | 0.5 |
Values in $bn, so most Rigetti lines round to 0.0 or 0.1; Table 5.5 (Income statement and cash flow in $m) gives every line of this table in $m. The what changed table below is also in $bn; its Q3 2026 and Q3 2025 values in $m are in Table 5.7 and the key findings. Capital expenditure is purchases of property and equipment; free cash flow is operating cash flow less capex. TTM equals Q4 2025 plus 9M 2026; TTM balance sheet at 30 Sep 2026. Net income includes warrant and earn out fair value changes.
Table 5.2 What changed, Q3 2026 against Q3 2025
| Metric | Q3 2025 | Q3 2026 | Change |
|---|---|---|---|
| Revenue ($bn) | 0.00 | 0.00 | (27.5%) |
| Gross profit ($bn) | 0.00 | 0.00 | 112.1% |
| Operating income ($bn) | (0.02) | (0.03) | (61.5%) |
| Net income ($bn) | (0.20) | 0.00 | 98.4% |
| Diluted EPS ($) | (0.62) | (0.08) | 87.1% |
| Operating cash flow ($bn) | (0.01) | (0.02) | (23.5%) |
| Free cash flow ($bn) | (0.02) | (0.04) | (119.5%) |
| Operating margin (%) | (1,055.4) | (2,351.9) | (1,296.5 pts) |
| Net margin (%) | (10,321.9) | (222.3) | 10,099.6 pts |
Table 5.3 Ratio analysis
| Ratio | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|---|
| Growth and margins | ||||||
| Revenue growth (%) | n/a | 59.9 | (8.3) | (10.1) | (34.3) | n/a |
| Gross margin (%) | 80.2 | 78.1 | 76.7 | 52.8 | 29.1 | 39.6 |
| Operating margin (%) | (416.4) | (832.5) | (602.1) | (634.9) | (1,194.4) | (856.6) |
| FCF margin (%) | (439.9) | (652.0) | (496.7) | (572.1) | (1,089.4) | (867.1) |
| Cost and investment intensity | ||||||
| R&D (%) revenue | 328.6 | 457.6 | 439.4 | 461.1 | 865.5 | 651.7 |
| SBC (%) revenue | 21.5 | 342.0 | 103.3 | 121.1 | 248.4 | 206.4 |
| Capex (%) revenue | 85.5 | 173.5 | 75.4 | 102.9 | 263.5 | 368.0 |
| Liquidity and leverage | ||||||
| Current ratio (x) | 2.39 | 7.10 | 3.71 | 17.42 | 37.42 | 5.29 |
| Net cash ($bn) | 0.0 | 0.1 | 0.1 | 0.2 | 0.6 | 0.5 |
| Efficiency and cash quality | ||||||
| Days sales outstanding | 69 | 174 | 153 | 82 | 131 | 111 |
Net margin, ROE, ROA and ROIC are left out: net income moves with warrant fair value changes, so these ratios would mostly reflect the share price. FY2021 covers 11 months.
Table 5.4 Valuation snapshot at $11.25 per share, close of 30 Oct 2026
| Measure | Value |
|---|---|
| Market cap ($bn) | 3.9 |
| Enterprise value ($bn) | 3.4 |
| EV/Sales (TTM) (x) | 262.1 |
| FCF yield (%) | (2.9) |
| Price/Book (x) | 7.1 |
Table 5.5 Income statement and cash flow in $m, FY2021 to TTM Q3 2026
| Line | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|---|
| Revenue ($m) | 8.2 | 13.1 | 12.0 | 10.8 | 7.1 | 12.8 |
| Gross profit ($m) | 6.6 | 10.2 | 9.2 | 5.7 | 2.1 | 5.1 |
| Research and development ($m) | 26.9 | 60.0 | 52.8 | 49.8 | 61.3 | 83.5 |
| Selling, general and administrative ($m) | 13.8 | 54.0 | 28.7 | 24.5 | 25.4 | 31.3 |
| Operating income (loss) ($m) | (34.1) | (109.1) | (72.3) | (68.5) | (84.7) | (109.8) |
| Interest income ($m) | 0.0 | 2.4 | 5.1 | 5.1 | 16.6 | 20.9 |
| Warrant fair value gain (loss) ($m) | (1.7) | 22.1 | (1.2) | (90.2) | (150.6) | 48.0 |
| Net income (loss) ($m) | (38.2) | (71.5) | (75.1) | (201.0) | (216.2) | (40.8) |
| Operating cash flow ($m) | (29.0) | (62.7) | (50.6) | (50.6) | (58.5) | (64.0) |
| Capital expenditure ($m) | (7.0) | (22.7) | (9.1) | (11.1) | (18.7) | (47.2) |
| Free cash flow ($m) | (36.1) | (85.4) | (59.6) | (61.7) | (77.2) | (111.1) |
| Stock based compensation ($m) | 1.8 | 44.8 | 12.4 | 13.1 | 17.6 | 26.4 |
| Earn out fair value gain (loss) ($m) | 0.0 | 19.2 | (0.9) | (43.7) | 2.5 | 0.0 |
| Cash and investments, period end ($m) | 11.7 | 142.8 | 99.9 | 217.2 | 589.8 | 497.1 |
| Total debt, period end ($m) | 24.8 | 28.9 | 22.1 | 0.0 | 0.0 | 0.0 |
| Total equity, period end ($m) | 10.0 | 150.2 | 109.6 | 126.6 | 546.2 | 542.0 |
| Equity raised for cash ($m) | 0.0 | 225.6 | 20.5 | 206.3 | 381.7 | n/a |
FY2021 covers 11 months (1 Feb to 31 Dec 2021). Operating loss FY2022 includes a $5.4m goodwill impairment. Equity raised excludes $50.0m of FY2025 warrant exercise proceeds. TTM equals Q4 2025 plus 9M 2026.
Cost structure and profitability
- Costs (revenue less operating income) $34.6m in Q3 2026, +53.8%, against revenue (27.5%); costs were 24.5 times revenue against 11.6 times a year earlier. Operating margin (2,351.9%) against (1,055.4%).
- R&D $25.5m, 74% of costs: +70% year on year; stock compensation in all lines $8.0m against $4.3m.
- Cost of revenue $0.55m against $1.54m; gross margin 60.7% in Q3 2026, 42.6% in Q2 and 31.3% in Q1.
- Fair value effects: net income was positive in Q1 2025 at $42.6m and in Q1 2026 at $33.1m while the operating loss was $21.6m and $26.0m; the Q3 2025 net loss of $201.0m included a $182.0m warrant loss.
- Cash use in Q3 2026: operating cash flow ($17.1m) and capex $26.2m; the 10-Q names process computing equipment, quantum computing refrigerators and chip fab development tools; free cash flow ($43.3m) against ($19.7m) a year earlier.
Table 5.6 Costs by line, last seven quarters
| Line | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|---|---|
| Cost of revenue ($m) | 1.0 | 1.2 | 1.5 | 1.2 | 3.0 | 3.0 | 0.6 |
| Research and development ($m) | 15.5 | 13.5 | 15.0 | 17.3 | 20.0 | 20.7 | 25.5 |
| Selling, general and administrative ($m) | 6.6 | 6.9 | 5.9 | 5.9 | 7.4 | 9.5 | 8.5 |
| Costs, revenue less operating income ($m) | 23.1 | 21.7 | 22.5 | 24.5 | 30.4 | 33.2 | 34.6 |
| Costs as multiple of revenue (x) | 15.7 | 12.0 | 11.6 | 13.1 | 6.9 | 6.5 | 24.5 |
| Stock based compensation, in lines above ($m) | 4.2 | 3.6 | 4.3 | 5.6 | 5.9 | 7.0 | 8.0 |
Table 5.7 Operating loss to net income ($m)
| Line | Q3 2025 | Q3 2026 | 9M 2026 |
|---|---|---|---|
| Operating loss | (20.5) | (33.2) | (87.2) |
| Warrant fair value gain (loss) | (182.0) | 25.3 | 49.4 |
| Earn out fair value gain (loss) | (4.1) | 0.0 | 0.0 |
| Interest and other income | 5.6 | 4.8 | 15.2 |
| Net income (loss) | (201.0) | (3.1) | (22.6) |
| Non GAAP net loss (company measure) | (10.7) | (20.5) | (51.2) |
Interest and other income equals net income less the lines above; it is mainly interest on cash and investments. Non GAAP net loss excludes stock compensation and fair value changes (company measure).
Funding: equity raises, Quanta and warrants
- Equity raised for cash $834.2m from FY2022 to FY2025, plus $50.0m of warrant exercises in FY2025; no cash raises in 9M 2026.
- At the market program: 30,309,780 shares sold in Q2 2025 at a weighted average $11.55 for net $346.7m, which used the $350m program in full.
- Quanta Computer: bought 3,020,412 shares for $35.0m (about $11.59) in Apr 2025 under the 27 Feb 2025 collaboration agreement, in which each party commits at least $250m to quantum computing over five years.
- Warrants: exercises brought $50.0m in FY2025, $46.5m of it from 1 Oct to 6 Nov 2025; the 8.7m warrants left expire on 2 Mar 2027 and the 10-Q states they are unlikely to be exercised below $11.50.
Table 5.8 Equity issued since the 2022 listing
| Date | Type | Terms | Shares (m) | Price | Proceeds |
|---|---|---|---|---|---|
| 2 Mar 2022 | Business combination with Supernova (SPAC) | gross proceeds line; $18.8m transaction costs paid | n/a | n/a | $225.6m |
| FY2023 | Common stock purchase agreement, B. Riley | sales to B. Riley under the agreement | n/a | n/a | $20.5m |
| FY2024 | Common stock purchase agreement, B. Riley | sales to B. Riley under the agreement | n/a | n/a | $12.8m |
| FY2024 | At the market sales | net of $2.5m commissions; weighted average price | 68.8 | $1.45 | $97.5m |
| FY2024 | Registered direct offering | net of $4.0m commissions | 50.0 | $2.00 | $96.0m |
| Apr 2025 | Private placement, Quanta Computer | linked to the collaboration agreement of 27 Feb 2025 | 3.02 | $11.59 | $35.0m |
| Q2 2025 | At the market program, $350m (Jefferies) | net of $3.3m commissions (up to 3% allowed); program fully used | 30.31 | $11.55 | $346.7m |
| FY2025 | Warrant exercises | 4,830,235 shares issued on all warrant exercises; $46.5m received from 1 Oct to 6 Nov 2025 | 4.83 | n/a | $50.0m |
| 8 Sep 2026 | Shares issued to the Commerce Department | consideration for the CHIPS award of up to $100m; fair value about $122.4m at issuance | 7.74 | $12.92 | non cash |
No at the market sales in 9M 2026; an automatic shelf registration has been on file since 29 May 2025. Proceeds are net of commissions except the FY2022 business combination line (gross, $18.8m costs). Share count 283.5m at 31 Dec 2024, 331.3m at 31 Dec 2025 and 342.8m at 6 Nov 2026.
6 MD&A & Management Commentary
Q3 2026 results release and 10-Q
- Q3 2026 (8-K Ex 99.1 of 10 Nov 2026): revenue $1.411m against $1.947m; operating loss $33.2m; net loss $3.1m; non GAAP net loss $20.5m (company measure, excludes stock compensation and fair value changes) against $10.7m.
- 10-Q MD&A: Q3 revenue fell $0.5m on lower collaborative research and services; 9M revenue rose $5.7m on Novera sales, which carry a higher gross margin than development contracts. R&D rose $10.5m: salaries +$2.7m, stock compensation +$2.7m, depreciation +$1.6m, materials +$1.6m, consulting +$1.0m.
- Technology (release): Cepheus‑1‑108Q reached 99.5% median two qubit fidelity (99.6% on an 80 qubit sublattice, 99.7% on 50 qubits). Next targets: a 300+ qubit system at about 99.7% and gate speed below 60 ns by mid 2028, and about 1,000 qubits at about 99.9% and below 50 ns within about three years.
- Liquidity (10-Q): management states cash and investments cover at least the next 12 months. Open purchase orders $33.8m, of which $28.5m for property and equipment, mostly due within one year. The 10-Q states the company may build a new chip fab and buy more dilution refrigerators.
- EPS: basic ($0.01) and diluted ($0.08); the diluted figure removes the $25.3m warrant gain from the numerator. 9M 2026 basic ($0.07) and diluted ($0.21).
Table 6.1 Outlook as filed in 2026
| Item | Outlook | Source |
|---|---|---|
| FY2026 revenue | about $20m, assuming C‑DAC customer acceptance and revenue recognition in Q4 2026 | 8-K Ex 99.1, 10 Nov 2026 |
| Q4 2026 revenue, implied | about $9.1m (FY2026 outlook less 9M 2026 revenue of $10.949m) | derived from 8-K Ex 99.1 and 10-Q |
| C‑DAC 108 qubit system | $8.4m purchase order (Jan 2026); deployment first set for H2 2026, now expected in Q4 2026 | 8-K Ex 99.1, 20 Jan 2026; 10-Q Q3 2026 |
| Q1 2026 revenue (given 4 Mar 2026) | year on year growth from part of $5.7m of Novera orders shipping in Q1; actual $4.4m against $1.472m | 8-K Ex 99.1, 4 Mar and 11 May 2026 |
| Liquidity | cash and investments sufficient for at least the next 12 months | 10-Q Q3 2026 |
Management and CFO commentary
- Q3 2026 release (10 Nov 2026), CEO Subodh Kulkarni: 99.5% median two qubit fidelity reached on Cepheus‑1‑108Q; next objective a 300+ qubit system at about 99.7% by mid 2028; path to about 1,000 qubits by raising qubit density in one dilution refrigerator; FY2026 outlook about $20m, contingent on C‑DAC acceptance in Q4 2026.
- Q2 2026 release (6 Aug 2026): revenue $5.1m on Novera sales; Novera system for the Pittsburgh Supercomputing Center TangleLab testbed with HPE, funded by an NSF grant; target of about 1,000 qubits, 99.9% and below 50 ns over about three years.
- Q1 2026 release (11 May 2026): revenue $4.4m; Novera QPU shipped to the University of Saskatchewan; up to $100m of UK investment; 99.8% median two qubit fidelity at 40 ns on the 9 qubit system.
- Q4 2025 release (4 Mar 2026): expected Q1 2026 growth from part of $5.7m of Novera orders; Novera order from a Japanese research organization; 99.9% two qubit fidelity at 28 ns on a prototype.
- System update (9 Jan 2026): 108 qubit general availability moved to about end Q1 2026 after complexities with tunable couplers.
Table 6.2 Management statements in their own words
| Speaker | Date and source | Statement |
|---|---|---|
| Subodh Kulkarni, CEO | 10 Nov 2026, 8-K Ex 99.1 | “Our Cepheus‑1‑108Q system achieved our goal of 99.5% median two‑qubit gate fidelity” |
| Subodh Kulkarni, CEO | 9 Jan 2026, 8-K Ex 99.1 | “we are taking more time to test and optimize the system” |
| Subodh Kulkarni, CEO | 21 May 2026, 8-K Ex 99.1 | “This investment will allow us to tackle key scaling bottlenecks more rapidly” |
Table 6.3 Key disclosures in the Forms 10-Q and 10-K
| Item | Disclosure |
|---|---|
| 10-Q Q3 2026, CHIPS award accounting | Fair value of the 7.74m shares at issuance, about $122.4m, exceeds the $100m award, so the full award is allocated to equity; project costs are expensed or capitalized as usual and no grant income is recognized. |
| 10-Q Q3 2026, warrants | 8.433m public warrants (fair value $51.4m) and 0.283m private warrants ($1.7m) at $11.50, expiring 2 Mar 2027; 0.717m private warrants moved to public in 2026. Also 0.316m Series C warrants at $0.01 and 2.681m customer warrants, half vested. |
| 10-Q Q3 2026, Quanta | The collaboration agreement obliges Rigetti to invest at least $250m in quantum computing over five years from 27 Feb 2025; the 10-Q lists it among cash requirements. |
| 10-Q Q3 2026, roadmap risk | The roadmap was changed in 2018, 2022, 2023, 2025 and 2026, and announced milestones were missed in the past. |
| 10-Q Q3 2026, status | Rigetti will no longer be an emerging growth company as of 31 Dec 2026; no material legal proceedings. |
| 10-K FY2025, revenue | Revenue fell $3.7m to $7.1m: collaborative research and services down $1.4m, product and materials sales down $2.4m. The 10-K cites the expiry of the National Quantum Initiative Act in Sep 2023, pending reauthorization. |
| 10-K FY2025, gross margin | 29.1% against 52.8% in FY2024, as 24 qubit and 36 qubit system delivery contracts carried higher costs. |
| 10-K FY2025, financing | $346.7m at the market sales, $35.0m Quanta placement, $50.0m warrant exercises, $2.0m option exercises; no debt since the Trinity Capital prepayment in Dec 2024. |
| 10-K FY2025, earn out | Sponsor vesting share earn out liability fully settled in 2025 ($32.9m reclassified in Feb 2025, $10.4m in Aug 2025); no further earn out effects. |
7 Peer Valuation & Sector Summary
- Sector: listed quantum computing companies. The peer table compares Rigetti with IonQ at Q3 2026 and with D‑Wave and Quantum Computing Inc at Q2 2026, their latest 10-Q periods when the peer set was collected; their Q3 2026 releases appear in chapters 2 to 4.
- Scale, TTM revenue: Rigetti $12.8m, IonQ $380.4m, D‑Wave $12.4m and Quantum Computing Inc $9.8m.
- Operating margin TTM: Rigetti (856.6%), IonQ (333.9%), Quantum Computing Inc (775.5%) and D‑Wave (1,372.9%). Gross margin: D‑Wave 64.2%, Rigetti 39.6%, IonQ 24.1% before depreciation.
- Valuation, EV/sales TTM: Rigetti 262.1x at the 30 Oct 2026 close, D‑Wave 234.4x and IonQ 30.4x at prices of 6 Nov 2026. Net cash: Rigetti $497.1m, D‑Wave $511.0m, Quantum Computing Inc $1.32bn and IonQ $1.60bn before its October raise.
Table 7.1 Peer comparison, latest reported trailing twelve months
| Company | Revenue TTM ($bn) | Revenue growth (%) | Gross margin (%) | Operating margin (%) | Net margin (%) | FCF margin (%) | ROE (%) | Net cash ($bn) | Market value ($bn) | EV/Sales (x) |
|---|---|---|---|---|---|---|---|---|---|---|
| RGTI | 0.0 | (27.5) | 39.6 | (856.6) | n/a | (867.1) | n/a | 0.5 | 4 | 262.1 |
| IONQ | 0.4 | 336.0 | 24.1 | (333.9) | n/a | (181.0) | n/a | 1.6 | 13 | 30.4 |
| QBTS | 0.0 | (0.6) | 64.2 | (1,372.9) | (2,001.6) | (958.4) | (23.0) | 0.5 | 3 | 234.4 |
| QUBT | 0.0 | 9,000.0 | (18.9) | (775.5) | (152.5) | (524.0) | (0.9) | 1.3 | 1 | n/a |
RGTI TTM to Q3 2026, market value $3.86bn at the 30 Oct 2026 close of $11.25 on 342.8m shares; market values in the table are rounded to $1bn and revenue to $0.1bn (TTM revenue in $m: Rigetti $12.8m, D‑Wave $12.4m, Quantum Computing Inc $9.8m). IONQ TTM to Q3 2026; QBTS and QUBT TTM to Q2 2026; their market values use prices of 6 Nov 2026. Growth is the latest quarter year on year; QUBT growth of 9,000% reflects an acquisition on a small base and is left out of the chart. Net margin, ROE and P/E for RGTI and IONQ are shown as n/a because net income includes warrant fair value gains. QUBT EV/sales is n/a: its net cash exceeds its market value. IONQ net cash excludes its $1.99bn Oct 2026 offering.
8 Material Events & Contracts
- 15 Forms 8-K from 10 Nov 2025 to 10 Nov 2026: four earnings releases, the C‑DAC order, the 108 qubit system timing update and launch, the Commerce Department letter of intent and award, the Berkeley sublease, management and board changes and the annual meeting results.
- Material contracts: the Commerce Department award and share issuance agreements (Sep 2026), the Quanta collaboration agreement with its mutual $250m commitment, the $350m at the market program and the warrant agreements carry the largest economic terms.
Table 8.1 Forms 8-K filed from 10 Nov 2025 to 10 Nov 2026
| Date | Items | Event |
|---|---|---|
| 10 Nov 2025 | 2.02, 9.01 | Q3 2025 results: revenue $1.9m, GAAP net loss $201.0m (warrant loss $182.0m), cash and investments $558.9m; $46.5m warrant exercise proceeds after quarter end; roadmap 150+ qubits by end 2026, 1,000+ by end 2027; $5.7m Novera orders; $5.8m AFRL contract |
| 9 Jan 2026 | 7.01, 8.01, 9.01 | Median two qubit fidelity 99.0% on 108 qubit, 99.7% on 9 qubit, 99.6% on 36 qubit systems |
| 20 Jan 2026 | 7.01, 9.01 | $8.4m purchase order from India's C‑DAC for a 108 qubit on premises system, deployment second half 2026 |
| 4 Mar 2026 | 2.02, 9.01 | Q4 and FY2025 results: FY revenue $7.1m, FY GAAP net loss $216.2m, non GAAP net loss $50.5m; cash and investments $589.8m |
| 20 Mar 2026 | 5.02 | Director H. Gail Sandford will not stand for reelection at 2026 annual meeting |
| 7 Apr 2026 | 7.01, 8.01, 9.01 | Cepheus‑1‑108Q on QCS and Amazon Braket at 99.1% median two qubit fidelity, about 60 ns gate speed, 99.9% single qubit |
| 21 Apr 2026 | 1.01, 9.01 | Sublease of 12,543 sq ft at 740 Heinz Ave, Berkeley, to 30 Nov 2029; base rent $38,112 per month rising to $41,646 |
| 11 May 2026 | 2.02, 9.01 | Q1 2026 results: revenue $4.4m, operating loss $26.0m, GAAP net income $33.1m (warrant gain $53.7m), cash and investments $569.0m; UK investment plan up to $100m |
| 21 May 2026 | 3.02, 7.01, 8.01, 9.01 | Letter of intent with US Department of Commerce for $100m CHIPS award over three years with shares issued to the Department at a 15% discount to the lowest of three reference closes |
| 11 Jun 2026 | 5.07 | Annual meeting 9 Jun 2026: Kulkarni reelected (84.4m for, 9.9m withheld); BDO ratified (185.1m for) |
| 6 Aug 2026 | 2.02, 9.01 | Q2 2026 results: revenue $5.1m, operating loss $28.1m, GAAP net loss $52.6m, non GAAP net loss $16.0m, cash and investments $541.3m |
| 19 Aug 2026 | 5.02, 7.01, 8.01, 9.01 | David Rivas (CTO) appointed COO, base salary $440,000; Andrew Bestwick appointed CTO |
| 20 Aug 2026 | 5.02 | Director Ray Johnson resigned effective 28 Aug 2026, no disagreement |
| 8 Sep 2026 | 1.01, 3.02, 7.01, 8.01, 9.01 | Other Transaction Agreement with US Department of Commerce for up to $100m (tranches $43.9m, $29.9m, $26.2m; five year term); 7,739,938 shares issued to the Department at implied $12.92; Department does not vote shares except on specified matters; company can buy back undisbursed portion for $1 |
| 10 Nov 2026 | 2.02, 9.01 | Q3 2026 results: revenue $1.4m, operating loss $33.2m, GAAP net loss $3.1m, non GAAP net loss $20.5m, cash and investments $497.1m; FY2026 revenue outlook about $20m; 108Q at 99.5%; 300+ qubit target by mid 2028 |
Table 8.2 Material contracts and financing arrangements
| Contract | Terms |
|---|---|
| Commerce Department Other Transaction Agreement (signed 4 Sep 2026) | Up to $100m for miniaturized readout electronics, a new cryostat architecture and high connectivity chip fabrication; $43.9m at or soon after the award date, then $29.9m and $26.2m on milestones; term ends at completion or the fifth anniversary; repayment as a debt for missed required activities or material non compliance; government license and march in rights; limits on foreign entities of concern for the term plus five years. |
| Commerce Department Securities Issuance Agreement (8 Sep 2026) | 7,739,938 shares at an implied $12.92 ($100m); the Department votes only on capital structure changes and mergers; transfers limited to shares equal to amounts disbursed; Rigetti may repurchase undisbursed shares for $1.00 in total if the Department ends the award. |
| Quanta Computer collaboration agreement (27 Feb 2025) | Quanta develops non QPU components (control systems, dilution refrigerators, cables); each party invests at least $250m in quantum computing over five years; Quanta bought 3,020,412 shares for $35.0m in Apr 2025; no joint venture or equity method investment. |
| At the market sales agreement, Jefferies (29 May 2025) | $350m program fully used in Q2 2025: 30,309,780 shares at a weighted average $11.55, net $346.7m after $3.3m of commissions (up to 3% under the agreement). |
| Public and private warrants | 8.7m warrants at $11.50 expiring 2 Mar 2027, carried as liabilities ($53.1m at 30 Sep 2026); redemption at $0.01 when the price is at least $18.00, or at $0.10 when at least $10.00 with cashless exercise of 0.034 to 0.361 shares per warrant. |
| C‑DAC purchase order (Jan 2026) | $8.4m for a 108 qubit on premises system in Bengaluru; revenue on acceptance, expected in Q4 2026; excludes maintenance and support. |
| AFRL contract with QphoX (Sep 2025) | $5.8m over three years for superconducting quantum networking (8-K Ex 99.1, 10 Nov 2025). |
| Berkeley sublease, 740 Heinz Avenue (Apr 2026) | 12,543 square feet of office and laboratory space to 30 Nov 2029; base rent $38,112 a month rising to $41,646 in year four; $50,000 deposit. |
9 Ownership, Voting Power & Annual Meeting
- One class of common stock, no controlling holder. The Commerce Department, holder of 7.74m shares since Sep 2026, may vote only on changes to authorized shares or stock rights and on mergers.
- Institutions (Schedules 13G): Vanguard reported 35,970,648 shares (10.89%) at 31 Dec 2025 and, after an internal split, 19,783,005 (5.95%) and 16,780,989 (5.05%) in two entities at 31 Mar 2026, about 11% together. BlackRock reported 26,378,262 shares (7.9%) at 30 Jun 2026, up from 5.3% at 31 Mar 2025.
- 2026 annual meeting (9 Jun 2026): CEO Subodh Kulkarni reelected as Class I director to 2029 with 89.5% of votes cast (84.4m for, 9.9m withheld); BDO USA ratified as auditor with 99.2%. Broker non votes were 93.7m on the director election.
- Insiders, Nov 2025 to Nov 2026: no open market purchases; sales of about 1.29m shares for about $30.1m, incl. option exercise and sale trades and pre arranged plan sales. Largest: David Rivas (then CTO) 499,328 shares at $25.40 ($12.7m) on 29 May 2026; director Michael Clifton 150,000 at $27.34 ($4.1m) on 9 Dec 2025; director Ray Johnson 207,132 ($4.3m) in Jun 2026; CEO Kulkarni 224,190 shares ($4.5m) across May, Jun and Sep 2026.
- Management changes: David Rivas became Chief Operating Officer and Andrew Bestwick Chief Technology Officer on 18 Aug 2026; Bestwick received a 750,000 share award on appointment.
Table 9.1 Annual meeting vote results, 9 Jun 2026
| Proposal | For (m votes) | Against (m votes) | Abstain (m votes) | For as % of votes cast | Result |
|---|---|---|---|---|---|
| Election of Subodh Kulkarni, Class I director to 2029 | 84.4 | 9.9 | n/a | 89.5 | Elected |
| Ratification of BDO USA, P.C. as auditor for FY2026 | 185.1 | 1.5 | 1.5 | 99.2 | Ratified |
For the director election the against column shows withheld votes. Broker non votes 93.7m on the director election and none on the auditor.
Annual meeting
- No meeting remarks were filed; the Item 5.07 8-K of 11 Jun 2026 reports only the vote results. Director H. Gail Sandford did not stand for reelection (8-K of 20 Mar 2026); director Ray Johnson resigned effective 28 Aug 2026 with no disagreement (8-K of 20 Aug 2026).
Table 9.2 Holders and insider transactions
| Holder or group | Source | Shares | Share |
|---|---|---|---|
| Vanguard Portfolio Management (31 Mar 2026) | Schedule 13G, 29 Apr 2026 | 19,783,005 | 5.95% |
| Vanguard Capital Management (31 Mar 2026) | Schedule 13G, 30 Apr 2026 | 16,780,989 | 5.05% |
| Vanguard Group, before its internal split (31 Dec 2025) | Schedule 13G/A, 7 Jan 2026 | 35,970,648 | 10.89% |
| BlackRock (30 Jun 2026) | Schedule 13G/A, 29 Jul 2026 | 26,378,262 | 7.9% |
| US Department of Commerce (8 Sep 2026) | 8-K and Ex 10.2, 8 Sep 2026 | 7,739,938 | 2.3% |
| Quanta Computer (Apr 2025 purchase) | FY2025 10-K; current holding not disclosed | 3,020,412 | n/a |
| Insider open market purchases, Nov 2025 to Nov 2026 | Forms 4 | 0 | $0.0m |
| Insider sales, Nov 2025 to Nov 2026 | Forms 4, incl. option exercise and sale trades | about 1.29m | $30.1m |
Schedule 13G percentages as filed by each holder. Commerce share computed on 342.7m shares at 30 Sep 2026.
10 Risk Factors
- Item 1A of the FY2025 10-K holds 53 risk factors against 70 in FY2024: none with new subject matter added, 17 removed, mostly merged into broader factors, and 24 materially reworded. The Q2 2026 10-Q added 7 factors on the Commerce Department letter of intent; the Q3 2026 10-Q replaced them with 7 factors on the signed award.
Table 10.1 Risk factors with filed figures
| Risk | Disclosure and change |
|---|---|
| Operating losses and funding | Operating loss $109.8m TTM; accumulated deficit $793.6m at 30 Sep 2026; the cash factor adds possible large capex for a Fab‑1 upgrade, a new chip fab and more refrigerators. |
| Technology roadmap | Roadmap changed in 2018, 2022, 2023, 2025 and 2026; past milestones missed (10-Q Q3 2026); the FY2025 technical challenges factor grew to 745 words from 236. |
| Commerce Department award | Milestone based tranches ($29.9m and $26.2m after $43.9m), repayment for missed required activities, foreign entity of concern limits for the term plus five years, government IP license and march in rights, and the government as an equity holder. |
| Government revenue | Government entities 90.2% of FY2025 revenue and 81.5% of Q3 2026; the public sector factor (838 words against 625) adds fixed fee development contracts and early termination rights. |
| Warrants and dilution | 8.7m warrants at $11.50 to 2 Mar 2027 remeasured each quarter through net income; 4,830,235 shares issued on warrant exercises in FY2025; automatic shelf registration of 29 May 2025. |
| Share price volatility | 10-K states a 2025 range of $5.95 (13 Jan 2025) to $58.15 (14 Oct 2025), against $0.66 to $19.35 in 2024. |
| Macro and trade | Merged macroeconomic factor adds tariffs and trade measures, supplier insolvency and customer payment delays. |
How risk factors changed
- Comparison: 10-K FY2025 filed 4 Mar 2026 acc 0001104659-26-023454 against 10-K FY2024 filed 7 Mar 2025 acc 0001558370-25-002499.
- Item 1A was cut from 70 factors and 29,348 words in the FY2024 10-K to 53 factors and 23,313 words in the FY2025 10-K; no factor with new subject matter was added, and 17 were merged or dropped.
- Technology risk was consolidated: three FY2024 factors on qubit scale, quantum advantage and development barriers became one 745 word factor that defines quantum advantage and LFTQC.
- Government exposure was regrouped into one public sector factor (838 words against 625) that adds fixed fee development contracts and early termination; the Forms 10-Q for Q2 and Q3 2026 each add 7 factors on the $100m Department of Commerce transaction.
- Macroeconomic and trade text was merged into one factor that adds tariffs, supplier insolvency and customer payment delays; the Russia and Ukraine cyber reference was removed and AI enabled attacks were added.
- Market data updated: share price range of $5.95 to $58.15 in 2025 against $0.66 to $19.35 in 2024; 4,830,235 shares issued on warrant exercises in FY2025.
Table 10.2 Size of the risk factor section
| Measure | 10-K FY2024 | 10-K FY2025 |
|---|---|---|
| Risk factors (count) | 70 | 53 |
| Words in Item 1A | 29,348 | 23,313 |
Table 10.3 Risk factors added, removed and materially reworded
| Change | Risk factor | What changed |
|---|---|---|
| Removed | Economic conditions and asset impairment charges | Removed as a standalone factor; 4 of its 6 sentences now sit in the merged macroeconomic factor. |
| Removed | No high qubit count or volume production yet | Folded into the consolidated factor on technical and engineering challenges. |
| Removed | Failure to achieve quantum advantage | Folded into the technical challenges factor, which now defines quantum advantage and LFTQC and states no current system has reached either. |
| Removed | Reliance on third party classical computing | Two of three sentences moved into the factor on commercialization through cloud and partner relationships. |
| Removed | Unknown supply chain issues | Dropped as a separate factor; the supplier factor was rewritten to cover supply interruptions, raw material shortages and freight and power costs. |
| Removed | Competitor breakthroughs could make systems obsolete | Paraphrased into the factor on continuous innovation and execution. |
| Removed | Unable to reduce development cost | Cost per qubit language moved into the innovation and execution factor, which adds inflation in labor and materials. |
| Removed | Industry may not develop as expected | Merged into the industry and competition factor (4 sentences carried over). |
| Removed | Selling to government entities and large enterprises | Merged into the public sector revenue factor (7 of 13 sentences carried over). |
| Removed | Estimating supply and demand for quantum computers | Dropped; no matching text found in the FY2025 Item 1A. |
| Removed | Maintaining strategic partnerships | Merged into the collaboration agreements factor. |
| Removed | Unfavorable industry or global economic conditions | Merged with the market conditions factor into one macroeconomic factor (8 of 13 sentences carried over). |
| Removed | Fixed fee cost and time estimates | Dropped as a standalone factor; the public sector factor now notes government sales are often fixed fee development contracts. |
| Removed | Costs of operating as a public company | Dropped; no matching text found in the FY2025 Item 1A. |
| Removed | No cash dividends planned | Dropped; no matching text found in the FY2025 Item 1A. |
| Removed | Analyst reports and projections | Moved into the quarterly results volatility factor (6 sentences carried over). |
| Removed | Sales of securities by holders | Merged into the factor on future sales or issuances of securities. |
| Reworded | Cash needs for R&D and capex | Adds possible large capex for a Fab‑1 upgrade, a possible new chip fab and more refrigerators; drops the Quanta share purchase detail; states cash covers at least 12 months. |
| Reworded | Business may fail to grow with the market | Shortened; drops sentences on scaling sales and support capability. |
| Reworded | Technical and engineering challenges | New consolidated heading replacing three FY2024 factors; defines quantum advantage and LFTQC (hundreds of logical qubits) and lists qubit control and error rate challenges (745 words against 236). |
| Reworded | Early, volatile and global competitive industry | Merges the industry development factor; adds that competitors may win government contracts; drops the named competitor list (Google, Microsoft, Amazon, IBM) from this factor. |
| Reworded | Public sector revenue dependence | Absorbs the government sales factor; adds longer sales cycles, fixed fee development contracts, early termination rights and phased contracts (838 words against 625). |
| Reworded | Supplier dependence | Rewritten around supplier qualification, raw material shortages, freight and power costs and supply chain staffing; drops the exclusive distribution rights text. |
| Reworded | Collaboration agreements with third parties | Broadened from component manufacturing to algorithm, sales, equipment and customer partnerships; Quanta statement of work text dropped. |
| Reworded | Continuous innovation and execution | New heading; adds competitor breakthroughs, cost per qubit and inflation in labor and materials, replacing the narrower strategy execution factor. |
| Reworded | IT systems and data compromise | Adds AI enabled social engineering, ransomware and supply chain attacks; removes the Russia and Ukraine reference (996 words against 1,415). |
| Reworded | Unstable market and economic conditions | Merged with two FY2024 factors; adds customer payment delays, supplier insolvency and tariffs and trade measures (912 words against 400). |
| Reworded | Power outages and natural disasters | Adds earthquakes and the risk of missing publicly disclosed technology milestones. |
| Reworded | International expansion | Group renamed to 'International Operations and Expansion'; list rewritten to add tariffs, import and export controls and data privacy laws (345 words against 806). |
| Reworded | International sales costs | Drops the statement that expansion depends on achieving narrow or broad quantum advantage. |
| Reworded | Tax law changes | Drops the Inflation Reduction Act 15% minimum tax and 1% excise tax example. |
Showing 14 of 24 materially reworded factors.
Table 10.4 Risk factor updates in quarterly reports since the annual filing
| Filing | Change disclosed |
|---|---|
| 10-Q Q1 2026 filed 11 May 2026 | No material change except an updated early stage factor: 108 qubit system at 99.1% median two qubit fidelity; roadmap changed in 2018, 2022, 2023 and 2025; an updated roadmap announced in Apr 2026 for later in 2026. |
| 10-Q Q2 2026 filed 6 Aug 2026 | Adds a new group 'Risks Related to the Department of Commerce Transaction' with 7 factors on the $100m LOI: phased funding, political support, own funding needs, the Department keeping 100% of its shares even if funding stops, uncertain accounting, restrictive covenants and lack of precedent (about 5,400 words in Part II Item 1A). |
| 10-Q Q3 2026 filed 10 Nov 2026 | Replaces the LOI factors with 7 factors on the signed Other Transaction Agreement: milestone based tranches, continued support, own funding, foreign entity and national security restrictions, government IP and march in rights, compliance and certification duties, and the government as an equity holder; early stage factor updated to 99.5% median two qubit fidelity on Cepheus‑1‑108Q. |
11 Stock Price, Scenarios & Sensitivity
- RGTI closed at $11.25 on 30 Oct 2026, the latest close used here, (49.2%) on the 31 Dec 2025 close of $22.15 and 75% below the Oct 2025 month end close of $44.27, the highest in the history shown (monthly closes from Jan 2022). Month end closes from Nov 2025 to Oct 2026 ranged from $11.25 to $25.57.
- Valuation at that close: market value $3.86bn on 342.8m shares (10-Q cover, 6 Nov 2026); enterprise value $3.36bn after $497.1m of net cash; EV/sales 262x TTM revenue and 168x the FY2026 outlook of about $20m. No P/E, as operating income is negative and net income moves with warrant gains.
- Scenario basis, EV/sales: each case grows the FY2026 outlook of $20m for three years to FY2029 revenue, multiplies it by an exit EV/sales multiple, adds net cash of $497.1m and divides by 342.8m shares raised by 10%, 15% or 25% for equity raises and stock compensation. Net cash is held at the 30 Sep 2026 level with no cash burn deducted; operating margins do not enter the price.
Critical factors and core assumptions
Table 11.1 Critical factors behind the best case
| Factor | Current value | Best case requires | Evidence in filings and calls |
|---|---|---|---|
| Two qubit fidelity at scale | 99.5% median on 108 qubits (Nov 2026) | about 99.7% on 300+ qubits by mid 2028; about 99.9% on about 1,000 qubits within three years | 8-K Ex 99.1, 10 Nov 2026; the 99.5% target was first set for end 2025 |
| On premises system orders | $8.4m C‑DAC order; $5.7m of Novera orders shipped in H1 2026; Novera units for Saskatchewan, a Japanese research organization and the Pittsburgh Supercomputing Center | several large system orders a year | 8-K filings of 20 Jan, 4 Mar, 11 May and 6 Aug 2026 |
| Government funding | government 81.5% of Q3 2026 revenue; Commerce award $43.9m available, $56.1m on milestones | milestones met, National Quantum Initiative reauthorized, DARPA QBI progress | 10-Q Q3 2026; 10-K FY2025 |
| Cash runway | $497.1m; TTM free cash flow ($111.1m); Q3 capex $26.2m | capex funded without large share issues; warrant exercises before 2 Mar 2027 if the price is above $11.50 | 10-Q Q3 2026 |
| Gross margin mix | 39.6% TTM; 29.1% FY2025; Novera sales carry a higher margin | product sales the majority of revenue | 10-Q Q3 2026 MD&A |
- Revenue base: FY2026 outlook of about $20m, which depends on C‑DAC acceptance in Q4 2026; TTM revenue to Q3 2026 is $12.8m.
- Best case: 120% revenue CAGR to about $213m in FY2029 with the 300+ qubit system on time, several system orders a year and Commerce tranches released; exit 40x EV/sales; shares +10%.
- Base case: 55% revenue CAGR to about $74m with a few system sales a year plus government contracts; exit 25x EV/sales; shares +15%.
- Worst case: 10% revenue CAGR to about $27m with roadmap delays, a later C‑DAC acceptance and government funding gaps; exit 8x EV/sales; shares +25% for raises at lower prices.
- Other: no debt; the Quanta $250m five year commitment runs to Feb 2030; the warrant liability ends at expiry on 2 Mar 2027, which removes the non cash swings from net income.
Scenarios, three years forward
Table 11.2 Scenario analysis, FY2026 outlook of about $20m to FY2029
| Measure | Worst case | Base case | Best case |
|---|---|---|---|
| Revenue CAGR, 3 years (%) | 10.0 | 55.0 | 120.0 |
| Revenue, FY2029 ($bn) | 0.0 | 0.1 | 0.2 |
| Exit EV/Sales (x) | 8.0 | 25.0 | 40.0 |
| Implied price ($) | 2 | 6 | 24 |
| Change against $11.25 (%) | (85) | (47) | 113 |
| Implied annual return (%) | (47.2) | (19.0) | 28.6 |
Implied prices $1.66 (worst), $5.98 (base) and $23.91 (best), shown rounded in the table; FY2029 revenue $26.6m, $74.5m and $213.0m (the $bn row rounds these). Valuation basis: exit EV/sales on FY2029 revenue plus net cash of $497.1m held flat with no cash burn deducted; 342.8m shares raised by 10% (best), 15% (base) or 25% (worst). Operating margins are left out. Rigetti pays no dividend.
Sensitivity analysis
Table 11.3 Sensitivity of implied price to revenue CAGR and exit EV/Sales
| Revenue CAGR \ EV/Sales | 8x | 15x | 25x | 32x | 40x |
|---|---|---|---|---|---|
| 10% | $2 | $2 | $3 | $3 | $4 |
| 30% | $2 | $3 | $4 | $5 | $6 |
| 55% | $3 | $4 | $6 | $7 | $9 |
| 80% | $4 | $6 | $9 | $11 | $13 |
| 120% | $6 | $9 | $15 | $19 | $23 |
Cells show implied share price in year 3. Close of 30 Oct 2026 $11.25. Blue cells sit above it, red cells below. Each cell uses net cash of $497.1m held flat and 394.2m shares (342.8m plus 15%, the base case).
Disclaimer
This analysis is for information only and is not financial advice. It is derived from public SEC filings retrieved via sec-api.io and is not a publication of the U.S. Securities and Exchange Commission. Scenario values are model outputs under stated assumptions and are not forecasts. Data as of 11 Nov 2026, with filings to 10 Nov 2026 and the share price at the 30 Oct 2026 close.
Sources
All company and peer figures are read from SEC filings retrieved through the sec-api.io MCP server. Share prices are month end closes.
Table A.1 Filings used, with accession numbers
| Form | Period | Filed | Accession number |
|---|---|---|---|
| 10-Q | Q3 2026 | 10 Nov 2026 | 0001104659-26-125161 |
| 8-K Ex 99.1 | Q3 2026 | 10 Nov 2026 | 0001104659-26-125152 |
| 10-Q | Q2 2026 | 6 Aug 2026 | 0001104659-26-091993 |
| 10-Q | Q1 2026 | 11 May 2026 | 0001104659-26-058641 |
| 10-K | FY2025 | 4 Mar 2026 | 0001104659-26-023454 |
| 10-K | FY2024 | 7 Mar 2025 | 0001558370-25-002499 |
| 10-K | FY2022 | 27 Mar 2023 | 0001193125-23-080486 |
| 8-K Ex 99.1 | Q2 2026 | 6 Aug 2026 | 0001104659-26-091979 |
| 8-K Ex 99.1 | Q1 2026 | 11 May 2026 | 0001104659-26-058635 |
| 8-K Ex 99.1 | Q4 2025 | 4 Mar 2026 | 0001104659-26-023446 |
| 8-K Ex 99.1 | Q3 2025 | 10 Nov 2025 | 0001104659-25-109129 |
| 8-K | Commerce award | 8 Sep 2026 | 0001104659-26-105662 |
| 8-K | Commerce letter of intent | 21 May 2026 | 0001104659-26-064861 |
| 8-K 5.07 | 2026 annual meeting | 11 Jun 2026 | 0001104659-26-072623 |
| Schedule 13G/A | BlackRock | 29 Jul 2026 | 0002012383-26-002875 |
| Schedule 13G | Vanguard Portfolio Management | 29 Apr 2026 | 0002100121-26-000700 |
| Schedule 13G | Vanguard Capital Management | 30 Apr 2026 | 0002100119-26-000992 |
Table A.2 Other Rigetti, competitor and peer filings used
| Company | Form | Filed | Accession number |
|---|---|---|---|
| Alphabet | ARS | 24 Apr 2026 | 0001308179-26-000344 |
| D‑Wave Quantum | 10-Q (peer table) | 2026 | 0001907982-26-000129 |
| D‑Wave Quantum | 10-K (peer table) | 2026 | 0001907982-26-000026 |
| D‑Wave Quantum | 8-K Ex 99.1 | 6 Aug 2026 | 0001907982-26-000127 |
| D‑Wave Quantum | 8-K Ex 99.1 | 10 Nov 2026 | 0001907982-26-000180 |
| IBM | 8-K Ex 99.1 | 23 Oct 2025 | 0000051143-25-000063 |
| IBM | 8-K Ex 99.1 | 14 Jul 2026 | 0000051143-26-000070 |
| IonQ | 10-Q | 5 Nov 2026 | 0001193125-26-449829 |
| IonQ | 8-K Ex 99.1 | 5 Nov 2026 | 0001193125-26-449779 |
| Microsoft | ARS | 21 Oct 2025 | 0001193125-25-245177 |
| Quantinuum | 8-K Ex 99.1 | 8 Sep 2026 | 0001628280-26-060934 |
| Quantum Computing Inc | 10-Q (peer table) | 2026 | 0001628280-26-055218 |
| Quantum Computing Inc | 10-K (peer table) | 2026 | 0001213900-26-022417 |
| Quantum Computing Inc | 8-K Ex 99.1 | 9 Nov 2026 | 0001628280-26-072163 |
| Rigetti Computing | 10-Q Q1 2025 | 12 May 2025 | 0001558370-25-007375 |
| Rigetti Computing | 10-Q Q2 2025 | 12 Aug 2025 | 0001558370-25-011224 |
| Rigetti Computing | 10-Q Q3 2025 | 10 Nov 2025 | 0001104659-25-109141 |
Table B.1 Exhibits to Forms 8-K filed in the last twelve months
| Filed | Exhibit | Document | Content |
|---|---|---|---|
| 10 Nov 2025 | EX-99.1 | Q3 2025 results press release | Q3 2025 revenue $1.9m; operating loss $20.5m; GAAP net loss $201.0m ($0.62 per share), driven by warrant fair value changes; non GAAP net loss $10.7m ($0.03) |
| 9 Jan 2026 | EX-99.1 | Update on 108 qubit system timing | General availability of Cepheus‑1‑108Q moved to around the end of Q1 2026; Company is running another chip iteration after complexities with tunable couplers |
| 20 Jan 2026 | EX-99.1 | C‑DAC order for a 108 qubit system | Rigetti Computing India received an $8.4m purchase order from C‑DAC for a 108 qubit on premises system; Installation at C‑DAC Bengaluru, deployment scheduled for H2 2026 |
| 4 Mar 2026 | EX-99.1 | Q4 and FY2025 results press release | Q4 2025 revenue $1.9m; operating loss $22.6m; GAAP net loss $18.2m; non GAAP net loss $11.3m; FY2025 revenue $7.1m; GAAP net loss $216.2m ($0.70 per share); non GAAP net loss $50.5m ($0.16) |
| 7 Apr 2026 | EX-99.1 | General availability of Cepheus‑1‑108Q | 108 qubit system of twelve 9 qubit chiplets available on Rigetti QCS and Amazon Braket; Performance at release: 99.1% median two qubit fidelity, about 60 ns gate speed, 99.9% single qubit fidelity |
| 21 Apr 2026 | EX-10.1 | Sublease, 740 Heinz Avenue, Berkeley | About 12,543 square feet of office and laboratory space subleased from Chinook Therapeutics; Term to 30 Nov 2029; base rent $38,112 per month rising to $41,646 in year four |
| 11 May 2026 | EX-99.1 | Q1 2026 results press release | Q1 2026 revenue $4.4m (Q1 2025: $1.5m); operating loss $26.0m; GAAP net income $33.1m; non GAAP net loss $14.7m; GAAP diluted loss per share $0.06 |
| 21 May 2026 | EX-99.1 | Letter of intent with the US Department of Commerce | LOI signed 20 May 2026 for an award of up to $100m over three years under the CHIPS R&D Office BAA; Department to receive common stock consistent with the award amount |
| 6 Aug 2026 | EX-99.1 | Q2 2026 results press release | Q2 2026 revenue $5.1m; operating loss $28.1m; GAAP net loss $52.6m; non GAAP net loss $16.0m; Cash, cash equivalents and investments $541.3m at 30 Jun 2026; no debt |
| 19 Aug 2026 | EX-99.1 | New Systems Delivery organization and executive appointments | David Rivas, CTO since Feb 2023, appointed to the new Chief Operating Officer role effective 18 Aug 2026; base salary raised to $440,000; Andrew Bestwick appointed Chief Technology Officer |
| 8 Sep 2026 | EX-10.1 | Other Transaction Agreement with the US Department of Commerce | Award of up to $100m signed 4 Sep 2026 for three R&D tasks: miniaturized readout electronics, new cryostat architecture, high connectivity chip fabrication; Tranches: $43.9m at or soon after the award date, then $29.9m and $26.2m on milestones |
| 8 Sep 2026 | EX-10.2 | Securities Issuance Agreement with the US Department of Commerce | 7,739,938 shares issued to the Department at an implied $12.92 per share ($100m); Department may not vote the shares except on capital structure changes and mergers |
| 8 Sep 2026 | EX-99.1 | Press release on the $100m definitive agreement | Definitive agreement for a $100m award under the CHIPS R&D Office BAA; Department receives a minority, non controlling equity stake |
| 10 Nov 2026 | EX-99.1 | Q3 2026 results press release | Q3 2026 revenue $1.4m; 9M 2026 revenue $10.9m against $5.2m (+110%); Operating loss $33.2m; GAAP net loss $3.1m after a $25.3m warrant fair value gain; non GAAP net loss $20.5m |
