[8-K] Rigetti Computing, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Rigetti Computing furnished a press release disclosing its financial results for the three- and six-month periods ended June 30, 2025. The Form 8-K states the press release is furnished as Exhibit 99.1 and that the information is being furnished (not "filed") under the Exchange Act, which limits Section 18 liability and incorporation by reference into other filings.

The filing also lists the companys Nasdaq-listed securities (Common Stock: RGTI; Warrants: RGTIW), confirms the company as an emerging growth company, and includes an Inline XBRL cover page (Exhibit 104). The report is signed on behalf of the company by its Chief Financial Officer.

Insights

Financial Analyst

Routine furnishing of quarterly results without metrics limits immediate investor assessment.

The 8-K notifies the market that Rigetti has issued a press release announcing results for the three- and six-month periods ended June 30, 2025, but the 8-K itself does not present any financial figures or operational metrics. Because the filing explicitly states the press release is being "furnished" rather than "filed," investors should refer to Exhibit 99.1 for the substantive numbers. From an analytical perspective, this 8-K is procedurally important but provides no new quantitative information to update financial models or valuations.

Corporate Governance Expert

Standard disclosure practice: furnishing press release and limiting Section 18 liability is common and non-material by itself.

The report follows customary governance and disclosure protocols by furnishing a press release and including an Inline XBRL cover page. The form notes the information is furnished and not filed, preserving the companys Section 18 protections and preventing automatic incorporation by reference. The filing also identifies the signing officer as the Chief Financial Officer, reflecting typical signatory practice for earnings disclosures. There are no governance red flags or executive changes disclosed in this 8-K.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

RIGETTI COMPUTING, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40140	88-0950636
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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775 Heinz Avenue, Berkeley, California	94710
(Address of principal executive offices)	(Zip Code)

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(510) 210-5550

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share	​	RGTI	​	The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	​	RGTIW	​	The Nasdaq Capital Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02.Results of Operations and Financial Condition.

On August 12, 2025, Rigetti Computing, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and is hereby incorporated by reference.

The information included in Item 2.02 of this Current Report (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (“Securities Act”), except as expressly set forth by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1	​	Press Release issued by Rigetti Computing, Inc. dated August 12, 2025
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104	​	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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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 hereunto duly authorized.

Date: August 12, 2025

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RIGETTI COMPUTING, INC.		​
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By:	/s/ Jeffrey Bertelsen	​
​	Jeffrey Bertelsen	​
​	Chief Financial Officer	​

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FAQ

What did Rigetti (RGTIW) disclose in this Form 8-K?

The company furnished a press release announcing financial results for the three- and six-month periods ended June 30, 2025, and listed the press release as Exhibit 99.1.

Is the press release in this 8-K considered "filed" under the Exchange Act?

No. The 8-K explicitly states the information (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Which securities of Rigetti are registered and where do they trade?

Rigettis Common Stock (RGTI) and Warrants (RGTIW) are registered and listed on The Nasdaq Capital Market.

Does this Form 8-K include the financial statements or operational metrics?

No. The 8-K references a press release announcing results but does not include financial statements or numerical metrics within the filing itself; those details are in the furnished Exhibit 99.1.

Who signed the Form 8-K on behalf of Rigetti?

The Form 8-K was signed on behalf of the registrant by Jeffrey Bertelsen, Chief Financial Officer.