Rigetti Computing (RGTI) CTO records tax-driven sale and 80K RSU award

Rhea-AI Filing Summary

Rigetti Computing, Inc. Chief Technology Officer David Rivas reported two common stock transactions. He executed nondiscretionary open-market sales of 36,719 shares at a weighted average price of $17.5201 per share to cover tax withholding from restricted stock unit (RSU) settlement, and then received an award of 80,000 RSUs. Following these transactions, he directly holds 731,914 shares. The RSU award vests over time, with one-fourth vesting on February 20, 2027 and the remaining three-fourths vesting in equal quarterly installments on February 20, May 20, August 20, and November 20, subject to continued service.

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

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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).

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^*

Rivas David

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		S(1)		36,719	D	$17.5201(2)	651,914	D
Common Stock	03/10/2026		A		80,000(3)	A	$0	731,914	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 restricted stock units ("RSUs").

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.35 to $17.60, 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. Represents an award of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. One-fourth (1/4th) of the total number of RSUs (rounded down) will vest February 20, 2027 and thereafter one-sixteenth (1/16th) of the total number of RSUs (rounded down, except for the final scheduled vesting installment) will vest on the 20th day of the middle month of each quarter thereafter (i.e., February 20, May 20, August 20 and November 20), subject to the Reporting Person's continuous service with the Issuer through each such vesting date.

	/s/ Jeffrey Bertelsen, Attorney-in-Fact	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Rigetti Computing (RGTI) report for David Rivas?

Rigetti’s CTO David Rivas reported selling 36,719 common shares in open-market transactions and receiving an award of 80,000 restricted stock units. The sale was to cover tax withholding obligations related to RSU settlement, while the new RSU grant increases his equity-based compensation stake.

At what price did Rigetti Computing (RGTI) CTO David Rivas sell shares?

David Rivas sold 36,719 Rigetti common shares at a weighted average price of $17.5201 per share. Footnotes state the sales occurred in multiple trades between $17.35 and $17.60. These nondiscretionary transactions were executed solely to satisfy tax withholding from restricted stock unit settlement.

How many Rigetti (RGTI) shares does CTO David Rivas hold after the Form 4 transactions?

After the reported transactions, David Rivas directly holds 731,914 Rigetti common shares. This reflects the sale of 36,719 shares to cover tax withholding obligations and the award of 80,000 restricted stock units, which convert into shares only as they vest over time.

What are the terms of the 80,000 RSU award reported by Rigetti (RGTI)?

The 80,000 RSUs grant to David Rivas represents contingent rights to receive one Rigetti share per unit upon settlement. One-fourth vests on February 20, 2027, while the remaining three-fourths vest in equal installments on February 20, May 20, August 20, and November 20, subject to continuous service.

Were the Rigetti (RGTI) share sales by David Rivas discretionary?

The filing explains the 36,719-share sale was nondiscretionary. It was executed as “sell to cover” transactions required to satisfy tax withholding obligations arising from RSU settlement, meaning the sales were driven by tax needs rather than an independent decision to reduce holdings.