Rigetti director sells shares, receives RSU grant

Rigetti Computing director Ray O. Johnson reported both stock sales and an equity grant.

Rhea-AI Filing Summary

Rigetti Computing director Ray O. Johnson reported both stock sales and an equity grant. On June 8, he sold 116,217 and 5,971 shares of common stock in open-market transactions at weighted average prices of $21.2782 and $21.764 per share, respectively, under a pre-arranged Rule 10b5-1 trading plan adopted in March 2025 and modified in March 2026. On June 9, he received a grant of 9,208 restricted stock units for board service, which will vest in full on the earlier of the 2027 annual stockholder meeting or June 9, 2027, subject to continued service. After these transactions, he directly holds 180,481 shares of Rigetti common stock.

Insider Trade Summary 10b5-1

Net Seller: 122,188 shares

Net Sell 3 txns

Insider Johnson Ray O

Role Director

Sold 122,188 shs ($2.60M)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,208	$0.00	$0.00
Sale	Common Stock	116,217	$21.2782	$2.47M
Sale	Common Stock	5,971	$21.764	$130K

Holdings After Transaction: Common Stock — 180,481 shares (Direct)

Footnotes (4)

1. F1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2025, and modified on March 9, 2026.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.725 to $21.72, 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. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.725 to $21.82, 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. F4. Represents an annual grant of restricted stock units ("RSUs") for service as a director of the Issuer. The shares underlying the RSUs will vest in full on the earlier of (i) the date of the Issuer's 2027 annual meeting of the stockholders (or the date immediately prior to such annual meeting if the Reporting Person's service as a director ends at such annual meeting) or (ii) on June 9, 2027, each subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.

Key Figures

Open-market sale 1: 116,217 shares at $21.2782 Open-market sale 2: 5,971 shares at $21.764 RSU grant: 9,208 RSUs +5 more

8 metrics

Open-market sale 1 116,217 shares at $21.2782 Common stock sold on June 8, 2026

Open-market sale 2 5,971 shares at $21.764 Common stock sold on June 8, 2026

RSU grant 9,208 RSUs Annual director grant on June 9, 2026

Post-transaction holdings 180,481 shares Common stock held directly after transactions

Net shares sold 122,188 shares Net sell direction in transaction summary

10b5-1 plan adoption date March 12, 2025 Original adoption of trading plan

10b5-1 plan modification date March 9, 2026 Modification of trading plan

RSU vesting date June 9, 2027 Latest possible full vesting date for RSUs

Key Terms

Rule 10b5-1 trading plan, restricted stock units ("RSUs"), weighted average price, annual meeting of the stockholders

4 terms

Rule 10b5-1 trading plan regulatory

"This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2025, and modified on March 9, 2026."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units ("RSUs") financial

"Represents an annual grant of restricted stock units ("RSUs") for service as a director of the Issuer."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

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.

annual meeting of the stockholders regulatory

"will vest in full on the earlier of (i) the date of the Issuer's 2027 annual meeting of the stockholders ... or (ii) on June 9, 2027"

FAQ

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

What did Rigetti Computing (RGTI) director Ray O. Johnson report in this Form 4?

Ray O. Johnson reported two open-market sales of Rigetti common stock and one equity grant. He sold a total of 122,188 shares on June 8, 2026 and received 9,208 restricted stock units on June 9, 2026 as compensation for board service.

How many Rigetti (RGTI) shares did Ray O. Johnson sell and at what prices?

He sold 116,217 Rigetti common shares at a weighted average price of $21.2782 and 5,971 shares at a weighted average price of $21.764. Both transactions occurred on June 8, 2026 as open-market or private sales reported in the Form 4.

Was Ray O. Johnson’s Rigetti (RGTI) stock sale under a Rule 10b5-1 plan?

Yes. The Form 4 footnotes state the June 8, 2026 stock sales were made under a Rule 10b5-1 trading plan that Johnson adopted on March 12, 2025 and modified on March 9, 2026, indicating the transactions were pre-arranged rather than discretionary.

What equity award did Ray O. Johnson receive from Rigetti (RGTI)?

He received an annual grant of 9,208 restricted stock units for service as a Rigetti director. The RSUs will vest in full on the earlier of the company’s 2027 annual stockholder meeting or June 9, 2027, subject to his continuous service on the board.

How many Rigetti (RGTI) shares does Ray O. Johnson hold after these transactions?

Following the reported transactions, Johnson directly holds 180,481 shares of Rigetti common stock. This figure reflects his position after both the June 8, 2026 stock sales and the June 9, 2026 restricted stock unit grant reported in the Form 4 filing.

How are the Rigetti (RGTI) stock sale prices in the Form 4 described?

The reported sale prices are weighted average prices. Footnotes explain the shares were sold in multiple transactions within ranges of $20.725–$21.72 and $21.725–$21.82, and that detailed per-trade pricing information is available upon request from the issuer or regulators.

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

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Accepted by SEC EDGAR 06/10/2026 - 08:05 AM 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).

X

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^*

Johnson Ray O

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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	06/08/2026		S(1)		116,217	D	$21.2782(2)	177,244	D
Common Stock	06/08/2026		S(1)		5,971	D	$21.764(3)	171,273	D
Common Stock	06/09/2026		A		9,208(4)	A	$0	180,481	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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2025, and modified on March 9, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.725 to $21.72, 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 $21.725 to $21.82, 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. Represents an annual grant of restricted stock units ("RSUs") for service as a director of the Issuer. The shares underlying the RSUs will vest in full on the earlier of (i) the date of the Issuer's 2027 annual meeting of the stockholders (or the date immediately prior to such annual meeting if the Reporting Person's service as a director ends at such annual meeting) or (ii) on June 9, 2027, each subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.

	/s/ Jeffrey Bertelsen, Attorney-in-Fact	06/10/2026
	** 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)