Rigetti Computing, Inc. Income Taxes Disclosure

​

(16) Income Taxes

Domestic and foreign components of loss before income taxes are as follows (in thousands):

​

The Company did not pay any income taxes for the years ended December 31, 2025 or December 31, 2024. All components of the Company’s current and deferred income tax provisions for the years ended December 31, 2025 and December 31, 2024 were zero. The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses which have not been benefited, write-off of federal and state net operating loss carryforwards and research and development tax credit carryforwards under Internal Revenue Code (IRC) section 382 limitation, stock-based compensation and other permanent differences.

​

On July 4, 2025, new federal tax and budget legislation, known as the “One Big Beautiful Bill Act” (“OBBA”) was signed into law. The Company evaluated the impact of the OBBA and determined that its provisions did not have a material impact on the consolidated financial statements.

​

Upon adoption of ASU 2023-09, Improvement to Income Tax Disclosures, as described in Note 2, Summary of Significant Accounting Policies, the reconciliation of taxes at the federal statutory rate to the Company’s provision for income taxes for the year ended December 31, 2025, was as follows (in thousands, except for percentages):

​

Significant components of the differences between the statutory tax rate and the Company’s effective tax rate for the year ended December 2024 are as follows:

​

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred income tax assets and liabilities as of December 31, 2025 and December 31, 2024, are as follows (in thousands):

​

​

​

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net U.S. federal and state deferred tax assets have been fully offset by a valuation allowance. The net change in total valuation allowance increased by approximately $33.2 million and $17.9 million for the years ended December 31, 2025 and December 31, 2024, respectively.

As of December 31, 2025, the Company had net operating loss carryforwards for federal income tax purposes of $455.3 million, of which $453.9 million does not expire; federal research and development tax credits of $14.1 million, which will start to expire in 2044; net operating loss carryforwards for state income tax purposes of $193.3 million, which will start to expire in 2038; and state research and development tax credits of $12.6 million, which do not expire.

Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s federal net operating loss carryforwards and research and development tax credit carryforwards, and other tax attributes are subject to annual limitation because of prior cumulative changes in the Company’s ownership and may be further limited in the future if additional ownership changes occur. Similar rules apply under state tax laws. These ownership changes limit the amount of net operating loss carryforwards and research and development tax credit carryforwards that can be utilized annually to reduce the Company’s federal and state income tax liabilities, if any. Such annual limitations could result in the expiration of the net operating loss carryforwards and research and development tax credit carryforwards before their utilization.

During the year ended December 31, 2024, the Company assessed whether an ownership change, as defined by Section 382, occurred during the period from January 1, 2023 through December 31, 2024. Based upon the assessment conducted in 2024, the Company concluded that an ownership change occurred in November of 2024; however, based on the annual limitation from the November 2024 ownership change, none of the net operating losses or research and development tax credits are expected to expire prior to their potential use, as such there was no reduction to the gross deferred tax assets during the year ended December 31, 2024. The Company also assessed whether an ownership change occurred during the year ended December 31, 2025. Based on the results of this assessment, the Company determined that an ownership change as defined by Section 382 did not occur during the year ended December 31, 2025.

The Company files U.S. and various state income tax returns as well as foreign income tax returns in Australia, Canada and the United Kingdom with varying statutes of limitations. All tax years from inception in 2013 remain open to examination due to the carryover of unused net operating losses and tax credits. The Company had unrecognized tax benefits of $24.1 million as of December 31, 2025, all of which are offset by a full valuation allowance. These unrecognized tax benefits, if recognized, would not affect the effective tax rate. There were no interest or penalties accrued as of December 31, 2025.

A reconciliation of the beginning and ending amounts of unrecognized income tax benefits is as follows:

​

​