8-K current report · filed Sep 8, 2026

Rigetti Computing, Inc. (RGTI) 8-K Current Report: September 8, 2026

Item 1.01Item 7.01Item 8.01Item EX-99.1RGTI overview

Short answer

Rigetti Computing, Inc. (RGTI) filed an 8-K current report with the SEC on September 8, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). Private securities sale under Securities Act Section 4(a)(2) exemption.

Rigetti Computing, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • Private securities sale under Securities Act Section 4(a)(2) exemption
  • Nonpublic offering structure, limiting immediate public-market participation
  • Transaction terms and financing impact require review of attached exhibits

Item 7.01 · Regulation FD Disclosure

  • Forward-looking disclosure centers on three R&D projects under the Other Transaction Agreement
  • Potential government funding remains contingent on milestones, funding availability, and transaction execution
  • Planned securities issuance to the Department creates dilution risk for existing stockholders
  • Key execution risks include quantum processor development, customer deliveries, government contracts, and cash sufficiency

Item 8.01 · Other Events

  • Government funding contingent on milestones, with potential delays, reductions, clawbacks, or termination
  • Department equity ownership may constrain strategic transactions and complicate customer, supplier, and partner relationships
  • Foreign-entity and national-security restrictions could limit international partnerships, investments, joint ventures, and technology transfers
  • U.S. Government license and march-in rights may weaken exclusivity and enable competitor access to funded innovations
  • Extensive compliance obligations create penalty risk, including withheld payments, fund recovery, suspension, debarment, or termination

Item EX-99.1 · Exhibit EX-99.1

  • $100M U.S. Department of Commerce award for superconducting quantum-computing R&D
  • Funding targets integrated readout electronics, expanded cryogenic capacity, and high-connectivity chip fabrication
  • Department receives a minority, non-controlling equity stake, creating dilution risk for existing shareholders
  • CHIPS Act funding strengthens Rigetti’s capital position and accelerates its utility-scale quantum roadmap
  • Award remains milestone- and funding-dependent, with execution and technology risks explicitly identified

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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