[Form 4] Rigetti Computing, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rigetti Computing director Thomas J. Iannotti reported transactions on 09/12/2025 under a Rule 10b5-1 trading plan. The filing shows an acquisition of 100,000 shares reported with code M at a price of $1.17 and a contemporaneous sale of 100,000 shares reported with code S at a weighted average price of $19.5002. After the transactions the reporting person beneficially owned 114,902 shares as to the acquisiton line and 14,902 shares as to the sale line. The Form 4 also discloses a stock option with a $1.17 exercise price, 100,000 option shares involved in the reported transaction, and a total of 520,000 derivative securities beneficially owned following the reported transactions. The 10b5-1 plan was adopted May 15, 2025, and vesting details note one-third vested on November 15, 2024 with the remainder vesting in two equal annual installments.

Positive

• Transactions disclosed under a Rule 10b5-1 plan, clarifying that trades were plan-driven
• Full vesting schedule and option details provided, aiding transparency about potential dilution
• Weighted-average sale price disclosed with an undertaking to provide price breakdowns on request

Negative

• Sale of 100,000 shares at a weighted average of $19.5002 reduced immediate share ownership reported on that line
• Significant option position reported (520,000 derivative securities) represents potential future dilution

Insights

Securities Analyst

TL;DR: Insider executed a 10b5-1 plan: simultaneous acquisition and sale of equal share amounts, leaving substantial option holdings.

The filing documents coordinated transactions under a Rule 10b5-1 plan adopted May 15, 2025. The reporting person acquired 100,000 shares at $1.17 and sold 100,000 shares at a weighted average of $19.5002 on the same date, which suggests automatic plan-driven activity rather than ad hoc insider trading. Post-transaction beneficial ownership figures and the large number of outstanding exercisable options (520,000 derivative securities reported as beneficially owned) are material to modeling insider exposure and potential future dilution. The filing transparently discloses vesting schedule and provides the weighted-average sale price range.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; use of a 10b5-1 plan is explicitly noted.

The Form 4 includes the requisite Section 16 disclosures: reporting person identity, relationship (Director), transaction codes, prices, and post-transaction beneficial ownership. Notably, the reporting person used a written 10b5-1 trading plan, reducing ambiguity about trading intent. The filing also supplies vesting mechanics for the option grants. From a governance and compliance perspective, the submission appears complete and properly executed with an attorney-in-fact signature dated 09/15/2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Iannotti Thomas J

(Last) (First) (Middle)

C/O RIGETTI COMPUTING, INC.

775 HEINZ AVENUE

(Street)

BERKELEY CA 94710

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rigetti Computing, Inc. [ RGTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/12/2025		M(1)		100,000	A	$1.17	114,902	D
Common Stock	09/12/2025		S(1)		100,000	D	$19.5002(2)	14,902	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.17	09/12/2025		M(1)			100,000	(3)	11/14/2033	Common Stock	620,000	$0	520,000	D

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.50 to $19.51, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. 1/3 of this option vested and became exercisable on November 15, 2024, with the remainder vesting in two annual equal installments thereafter, subject to the Reporting Person's continuous service with the Issuer though each vesting date.

	/s/ Jeffrey Bertelsen, Attorney-in-Fact	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Thomas J. Iannotti report on Form 4 for RGTI?

The Form 4 reports an acquisition of 100,000 shares at $1.17 and a sale of 100,000 shares at a weighted average price of $19.5002, both dated 09/12/2025.

Was a trading plan used for the insider transactions in RGTI Form 4?

Yes. The filing states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted May 15, 2025.

How many derivative securities does the reporting person beneficially own after the reported transactions?

The Form 4 reports 520,000 derivative securities beneficially owned following the reported transactions.

What is the exercise price and vesting information for the option reported in the RGTI Form 4?

The option has a $1.17 exercise price; one-third vested on November 15, 2024, with the remainder vesting in two equal annual installments thereafter, subject to continuous service.

Who signed the Form 4 and when?

The Form 4 was signed by Jeffrey Bertelsen, Attorney-in-Fact, dated 09/15/2025.