Rigetti CFO sells shares to cover RSU taxes

Rigetti Computing’s chief financial officer, Jeffrey A. Bertelsen, reported two open-market sales totaling 3,682 shares of common stock.

Rhea-AI Filing Summary

Rigetti Computing’s chief financial officer, Jeffrey A. Bertelsen, reported two open-market sales totaling 3,682 shares of common stock. According to the disclosure, these were nondiscretionary “sell to cover” transactions executed solely to satisfy tax withholding obligations tied to the settlement of restricted stock units.

The sales occurred on May 22, 2026, at weighted average prices of about $25.63 and $22.94 per share, with trades executed across narrow price ranges. Because the transactions were required for tax purposes rather than optional portfolio changes, they represent routine administrative activity rather than a directional bet on Rigetti’s stock.

Insider Trade Summary

Net Seller: 3,682 shares

Net Sell 2 txns

Insider Bertelsen Jeffrey A.

Role CHIEF FINANCIAL OFFICER

Sold 3,682 shs ($84K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,669	$22.937	$84K
Sale	Common Stock	13	$25.63	$333.19

Holdings After Transaction: Common Stock — 171,927 shares (Direct)

Footnotes (2)

1. F1. The sales reported in this row represent nondiscretionary sales of shares required to be sold by the Reporting Person pursuant to sell to cover transactions to satisfy tax withholding obligations in connection with the settlement of RSUs.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.76 to $23.15, 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.

Key Figures

Shares sold: 3,682 shares Small lot sale price: $25.63 per share Larger lot sale price: $22.937 per share +1 more

4 metrics

Shares sold 3,682 shares Total non-derivative common shares sold on May 22, 2026

Small lot sale price $25.63 per share Price for 13-share sale of common stock

Larger lot sale price $22.937 per share Price for 3,669-share sale of common stock

Transaction count 2 transactions Non-derivative open-market sales reported in this Form 4

Key Terms

sell to cover, RSUs, weighted average price, open-market sale

4 terms

sell to cover financial

"nondiscretionary sales of shares required to be sold by the Reporting Person pursuant to sell to cover transactions to satisfy tax withholding"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

RSUs financial

"tax withholding obligations in connection with the settlement of RSUs"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Rigetti (RGTI) report for its CFO?

Rigetti’s CFO Jeffrey A. Bertelsen reported two sales totaling 3,682 shares of common stock. The company states these were nondiscretionary sales executed to cover tax withholding obligations related to restricted stock unit settlements, rather than discretionary portfolio trades.

Why did Rigetti’s CFO sell 3,682 shares of RGTI stock?

The filing explains the CFO’s 3,682-share sale was a sell to cover transaction. These nondiscretionary sales were required to satisfy tax withholding obligations triggered by the settlement of restricted stock units, rather than an elective decision to reduce his investment in Rigetti.

At what prices did Rigetti’s CFO sell his RGTI shares?

The Form 4 shows one sale of 13 shares at $25.63 per share and another of 3,669 shares at $22.94 per share. A footnote notes weighted average pricing, with actual trades executed within narrow ranges around those reported prices.

Do the recent Rigetti (RGTI) insider sales signal bearish sentiment?

The company characterizes these trades as nondiscretionary sell-to-cover transactions for tax withholding on RSU settlements. Because they were required for tax compliance, not elective portfolio moves, they carry limited informational value about the CFO’s outlook on Rigetti’s stock.

How many Rigetti (RGTI) insider sale transactions were reported?

The Form 4 lists two non-derivative transactions by the CFO, both coded as open-market sales of common stock. Together they total 3,682 shares sold, executed on the same date and tied to tax withholding for vested restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 04:36 PM EDT Learn about SEC filing dates

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
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^*

Bertelsen Jeffrey A.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/22/2026		S(1)		3,669	D	$22.937(2)	171,940	D
Common Stock	05/22/2026		S(1)		13	D	$25.63	171,927	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

Explanation of Responses:

1. The sales reported in this row represent nondiscretionary sales of shares required to be sold by the Reporting Person pursuant to sell to cover transactions to satisfy tax withholding obligations in connection with the settlement of RSUs.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.76 to $23.15, 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	05/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)