STOCK TITAN

Rigetti (RGTI) director sells 99K warrants in open-market trades

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Rigetti Computing director Michael S. Clifton sold all of his reported warrants in recent open-market trades. He sold 94,733 warrants on June 15, 2026 at a weighted average price of $12.00 and 4,361 warrants on June 12, 2026 at a weighted average price of $10.9058. These fully vested warrants, exercisable at $11.50 per share and expiring on March 2, 2027, were linked to an equal number of underlying Rigetti common shares, and the filing shows no remaining position in this warrant series.

Positive

  • None.

Negative

  • None.
Insider Clifton Michael S.
Role null
Sold 99,094 shs ($1.18M)
Type Security Shares Price Value
Sale Warrants (right to buy) 94,733 $12.00 $1.14M
Sale Warrants (right to buy) 4,361 $10.9058 $48K
Holdings After Transaction: Warrants (right to buy) — 0 shares (Direct, null)
Footnotes (1)
  1. Fully vested and exercisable. The price reported in Column 4 is a weighted average price. These warrants were sold in multiple transactions at prices ranging from $10.80 to $11.00, 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.
Warrants sold 15 Jun 2026 94,733 warrants at $12.00 Open-market sale of Rigetti warrants by director
Warrants sold 12 Jun 2026 4,361 warrants at $10.9058 Open-market sale of Rigetti warrants by director
Total warrants sold 99,094 warrants Net-sell across two derivative transactions
Warrant exercise price $11.50 per share Conversion or exercise price for underlying common stock
Warrant expiration date March 2, 2027 Maturity of sold Rigetti Computing warrants
Post-transaction warrants 0 warrants Total warrants in this series held after final sale
Warrants (right to buy) financial
"security_title": "Warrants (right to buy)""
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
derivative financial
"transaction_type": "derivative""
A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.
underlying security financial
"underlying_security_title": "Common Stock""
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SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Clifton Michael S.

(Last)(First)(Middle)
C/O RIGETTI COMPUTING, INC.
775 HEINZ AVENUE

(Street)
BERKELEY CALIFORNIA 94710

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Rigetti Computing, Inc. [ RGTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants (right to buy)$11.506/12/2026S4,361 (1)03/02/2027Common Stock4,361$10.9058(2)94,733D
Warrants (right to buy)$11.506/15/2026S94,733 (1)03/02/2027Common Stock94,733$120D
Explanation of Responses:
1. Fully vested and exercisable.
2. The price reported in Column 4 is a weighted average price. These warrants were sold in multiple transactions at prices ranging from $10.80 to $11.00, 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.
/s/ Jeffrey Bertelsen, Attorney-in-Fact06/16/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Rigetti Computing (RGTI) report on this Form 4?

Rigetti Computing reported that director Michael S. Clifton sold warrants in open-market transactions. The filing details two sales of fully vested, exercisable warrants linked to Rigetti common stock, showing that his holdings in this specific warrant series were fully disposed.

How many Rigetti Computing warrants did Michael S. Clifton sell in total?

Michael S. Clifton sold a total of 99,094 Rigetti Computing warrants. The transactions comprised 94,733 warrants sold on June 15, 2026 and 4,361 warrants sold on June 12, 2026, as reported in the Form 4 insider trading disclosure.

At what prices were the Rigetti Computing (RGTI) warrants sold by the director?

The warrants were sold at weighted average prices of $12.00 and $10.9058. On June 15, 2026 he sold 94,733 warrants at $12.00, and on June 12, 2026 he sold 4,361 warrants at $10.9058, according to the Form 4 filing.

What are the key terms of the Rigetti Computing warrants sold by Michael S. Clifton?

The warrants sold were fully vested and exercisable at $11.50 per share. They relate to Rigetti common stock and carry an expiration date of March 2, 2027, providing specific terms on strike price and maturity in the insider transaction disclosure.

Does Michael S. Clifton retain any of this Rigetti Computing warrant series after the sales?

The Form 4 shows zero warrants remaining in this series after the reported transactions. Total warrants following the final sale are listed as 0.0000, and no remaining derivative position for this warrant series appears in the derivative position summary.

Were the Rigetti Computing warrant sales executed as open-market transactions?

Yes, the filing characterizes both transactions as open-market sales. The transaction code 'S' and the description 'Sale in open market or private transaction' identify these as sale transactions rather than grants, exercises, or internal restructurings.