Were the Rigetti (RGTI) CEO’s sales part of a tax or exercise-related transaction?

Yes. A footnote explains that the reported sales were executed to fund option exercise prices and to cover certain tax obligations arising from exercising stock options. This indicates the sales are closely tied to compensation mechanics rather than standalone trading.

Rigetti (RGTI) CEO sells shares after sizable stock option exercise

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rigetti Computing President and CEO Subodh K. Kulkarni exercised stock options and sold shares in recent transactions. On May 28, 2026, he exercised options for 214,601 shares of common stock at exercise prices ranging from $0.9638 to $1.41 per share. The same day and on June 1, 2026, he sold a total of 104,190 shares in open-market transactions at weighted average prices of $26.2292 and $24.3781 per share to pay option exercise costs and certain taxes, according to the footnotes. After these transactions, he directly owns 110,411 shares of Rigetti common stock.

Insider Trade Summary

Net Seller: 104,190 shares ($2,619,903)

Net Sell 8 txns

Insider Kulkarni Subodh K

Role President and CEO

Sold 104,190 shs ($2.62M)

Type	Security	Shares	Price	Value
Sale	Common Stock	61,000	$24.3781	$1.49M
Exercise	Employee Stock Option (right to buy)	70,000	$0.00	--
Exercise	Employee Stock Option (right to buy)	111,111	$0.00	--
Exercise	Employee Stock Option (right to buy)	33,490	$0.00	--
Exercise	Common Stock	70,000	$0.9638	$67K
Exercise	Common Stock	111,111	$1.05	$117K
Exercise	Common Stock	33,490	$1.41	$47K
Sale	Common Stock	43,190	$26.2292	$1.13M

Holdings After Transaction: Common Stock — 110,411 shares (Direct, null); Employee Stock Option (right to buy) — 430,000 shares (Direct, null)

Footnotes (1)

Represents shares sold by the Reporting Person in order to pay the exercise price of stock options and/or to cover certain taxes in connection with the exercise of stock options. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.20 to $26.69, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.08 to $24.73, 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. The stock option is fully vested and exercisable. One-thirty-sixth (1/36th) of this option vested and became exercisable on December 22, 2023, with the remainder vesting in equal monthly installments on the 22nd day of each calendar month thereafter, subject to the Reporting Person's continuous service with the Issuer through each such vesting date. One-thirty-sixth (1/36th) of this option vested and became exercisable on December 15, 2024, with the remainder vesting in equal monthly installments on the 15th day of each calendar month thereafter, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.

Key Figures

Shares sold total: 104,190 shares Shares sold May 28, 2026: 43,190 shares at $26.2292/share Shares sold June 1, 2026: 61,000 shares at $24.3781/share +3 more

6 metrics

Shares sold total 104,190 shares Net open-market sales across May 28 and June 1, 2026

Shares sold May 28, 2026 43,190 shares at $26.2292/share Common stock open-market sale, weighted average price

Shares sold June 1, 2026 61,000 shares at $24.3781/share Common stock open-market sale, weighted average price

Options exercised shares 214,601 shares Total common shares acquired via option exercises on May 28, 2026

Option strike prices $0.9638, $1.05, $1.41 per share Exercise prices for employee stock options converted into common stock

Post-transaction holdings 110,411 shares CEO’s directly owned Rigetti common stock after reported transactions

Key Terms

open-market sale, Employee Stock Option (right to buy), weighted average price, fully vested and exercisable, +1 more

5 terms

open-market sale financial

"Sale in open market or private transaction"

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.

Employee Stock Option (right to buy) financial

"Employee Stock Option (right to buy) with underlying common stock"

weighted average price financial

"The price reported 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.

fully vested and exercisable financial

"The stock option is fully vested and exercisable"

equal monthly installments financial

"vesting in equal monthly installments over 36 months"

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Form 4 Insider Transactions: What Each Field Means →

06/01/2026 - 04:12 PM

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^*

Kulkarni Subodh K

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/28/2026		M		70,000	A	$0.9638	70,000	D
Common Stock	05/28/2026		M		111,111	A	$1.05	181,111	D
Common Stock	05/28/2026		M		33,490	A	$1.41	214,601	D
Common Stock	05/28/2026		S		43,190⁽¹⁾	D	$26.2292⁽²⁾	171,411	D
Common Stock	06/01/2026		S		61,000⁽¹⁾	D	$24.3781⁽³⁾	110,411	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$0.9638	05/28/2026		M			70,000	⁽⁴⁾	12/11/2032	Common Stock	70,000	$0	430,000	D
Employee Stock Option (right to buy)	$1.05	05/28/2026		M			111,111	⁽⁵⁾	11/21/2033	Common Stock	111,111	$0	888,889	D
Employee Stock Option (right to buy)	$1.41	05/28/2026		M			33,490	⁽⁶⁾	11/14/2034	Common Stock	33,490	$0	966,510	D

Explanation of Responses:

1. Represents shares sold by the Reporting Person in order to pay the exercise price of stock options and/or to cover certain taxes in connection with the exercise of stock options.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.20 to $26.69, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.08 to $24.73, 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.

4. The stock option is fully vested and exercisable.

5. One-thirty-sixth (1/36th) of this option vested and became exercisable on December 22, 2023, with the remainder vesting in equal monthly installments on the 22nd day of each calendar month thereafter, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.

6. One-thirty-sixth (1/36th) of this option vested and became exercisable on December 15, 2024, with the remainder vesting in equal monthly installments on the 15th day of each calendar month thereafter, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.

	/s/ Jeffrey Bertelsen, Attorney-in-Fact	06/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Rigetti (RGTI) CEO Subodh Kulkarni report in this Form 4?

Subodh Kulkarni reported exercising stock options for 214,601 Rigetti common shares, then selling 104,190 shares in open-market trades. The filing shows both option exercises at low strike prices and follow-on sales at much higher market prices.

How many Rigetti (RGTI) shares did the CEO sell and at what prices?

He sold 104,190 Rigetti common shares in total. This included 43,190 shares at a weighted average price of $26.2292 and 61,000 shares at a weighted average price of $24.3781, with trades executed across narrow price ranges on each date.

Why did the Rigetti (RGTI) CEO sell shares according to the Form 4 footnotes?

The footnotes state the reported sales were made to pay the exercise price of stock options and to cover certain taxes tied to those option exercises. This frames the sales as liquidity events connected to compensation, rather than purely discretionary portfolio moves.

How many Rigetti (RGTI) shares does the CEO hold after these transactions?

Following the reported option exercises and share sales, Subodh Kulkarni directly owns 110,411 shares of Rigetti common stock. This figure reflects his post-transaction share balance as disclosed in the Form 4’s ownership column for non-derivative securities.

What stock options did the Rigetti (RGTI) CEO exercise in this filing?

He exercised employee stock options covering 214,601 underlying Rigetti common shares. These options carried exercise prices of $0.9638, $1.05, and $1.41 per share, and the filing notes that one grant is fully vested while others vest monthly over 36 months.