RGTI Insider Sale: 75,000 Shares Sold; 28,812 Warrants Fully Vested

Rhea-AI Filing Summary

Rigetti Computing director Michael S. Clifton reported insider sales on 09/12/2025 under a Rule 10b5-1 plan. Clifton sold a total of 75,000 shares in two transactions: 25,000 shares at $17.00 and 50,000 shares at a weighted average price of $20.003. After these sales the filing shows beneficial ownership of 653,766 shares. The filing also reports ownership of 28,812 warrants with an $11.50 exercise price; the warrants and related underlying shares are noted as fully vested and exercisable. The Form 4 was signed by an attorney-in-fact on 09/15/2025.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating prearranged trades rather than opportunistic insider timing
• Warrants (28,812) are fully vested and exercisable, clarifying future potential for exercise-based liquidity or dilution

Negative

• Director sold 75,000 shares on 09/12/2025, which reduces his reported beneficial ownership
• Weighted-average sale price includes higher-price executions ($20.00–$20.02), showing partial disposition at varying price points

Insights

Financial Analyst

TL;DR: Director sold 75,000 RGTI shares via a 10b5-1 plan; remaining beneficial stake ~653,766 shares; warrants fully vested.

The reported sale of 75,000 shares on a single date under an established Rule 10b5-1 plan indicates a prearranged disposition rather than an ad-hoc trade. The transactions occurred at $17.00 and a weighted average of $20.003, reducing reported beneficial ownership to 653,766 shares. From a capital markets perspective, sales under 10b5-1 plans typically carry less informational content about insider views, but the size of the sale relative to holdings is relevant for modeling insider liquidity and potential downward supply pressure.

Corporate Governance Expert

TL;DR: Trades executed under a documented 10b5-1 plan and signed by an attorney-in-fact; warrants are fully exercisable.

The filing documents compliance with procedural safeguards: adoption of a Rule 10b5-1 plan (March 10, 2025) and execution via attorney-in-fact signature, which supports formality and advance planning. The existence of 28,812 warrants at an $11.50 exercise price, noted as fully vested and exercisable, is important for assessing potential future dilution. No other governance issues or amendments are reported in this Form 4.

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^*

Clifton Michael S.

(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		S(1)		25,000	D	$17	703,766	D
Common Stock	09/12/2025		S(1)		50,000	D	$20.003(2)	653,766	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
Warrants (Right to Buy)	$11.5	09/12/2025		S(1)			28,812	(3)	03/02/2027	Common Stock	28,812	$7	456,250	D

Explanation of Responses:

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

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.02, 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. Fully vested and exercisable.

	/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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Michael S. Clifton report for RGTI?

The Form 4 reports that Michael S. Clifton sold 25,000 shares at $17.00 and 50,000 shares at a weighted average price of $20.003 on 09/12/2025 under a Rule 10b5-1 plan.

How many RGTI shares does Clifton beneficially own after these trades?

The filing shows beneficial ownership of 653,766 shares following the reported transactions.

Does Clifton hold any derivative securities in RGTI?

Yes. The Form 4 reports 28,812 warrants with an $11.50 exercise price; the filing states they are fully vested and exercisable.

Were the trades part of a prearranged plan?

Yes. The transactions were made pursuant to a Rule 10b5-1 trading plan adopted on March 10, 2025.

Who signed the Form 4?

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