Rigetti (RGTI) CTO executes 18,759-share RSU tax sell-to-cover in Form 4 filing

Rhea-AI Filing Summary

Rigetti Computing, Inc. chief technology officer David Rivas reported selling a total of 18,759 shares of common stock on May 22, 2026. The footnotes explain these were nondiscretionary "sell to cover" transactions to satisfy tax withholding obligations from settling restricted stock units, rather than voluntary open‑market sales. The shares were sold at weighted average prices of about $25.63 and $22.95, with a price range between $22.76 and $23.15 for the larger block. After these sales, he continues to hold a significant direct equity position in Rigetti.

Insights

Equity compensation and insider-trading analyst

Routine RSU tax sell-to-cover, not a discretionary stock sale.

The filing shows 18,759 shares of Rigetti Computing common stock sold by CTO David Rivas on May 22, 2026. Although coded as open-market sales, the footnotes clarify they were nondiscretionary “sell to cover” trades for RSU tax withholding.

Sell-to-cover occurs when a portion of vested restricted stock units is automatically sold to pay income taxes. This is a common administrative mechanism rather than a market-timing decision. Rivas still holds a large remaining direct position, so the economic signal from these trades is limited.

The larger block was sold at a weighted average of $22.9523 per share within a $22.76–$23.15 range, with an additional small sale at $25.63. Overall, this appears to be routine equity-compensation processing rather than a thesis-changing insider sale.

Insider Trade Summary

Net Seller: 18,759 shares ($430,643)

Net Sell 2 txns

Insider Rivas David

Role CHIEF TECHNOLOGY OFFICER

Sold 18,759 shs ($431K)

Type	Security	Shares	Price	Value
Sale	Common Stock	18,729	$22.9523	$430K
Sale	Common Stock	30	$25.63	$768.90

Holdings After Transaction: Common Stock — 713,185 shares (Direct, null)

Footnotes (1)

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"). 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

Total shares sold: 18,759 shares Sale price (small block): $25.63 per share Weighted average price (large block): $22.9523 per share +1 more

4 metrics

Total shares sold 18,759 shares Common stock sold on May 22, 2026

Sale price (small block) $25.63 per share Price for 30 shares of common stock

Weighted average price (large block) $22.9523 per share Larger sale of common stock on May 22, 2026

Price range (large block) $22.76–$23.15 Range of individual trade prices within weighted average

Key Terms

sell to cover transactions, restricted stock units ("RSUs"), weighted average price

3 terms

sell to cover transactions financial

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

restricted stock units ("RSUs") financial

"tax withholding obligations in connection with the settlement of restricted stock units ("RSUs")"

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Rivas David

(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 TECHNOLOGY 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)		18,729	D	$22.9523(2)	713,185	D
Common Stock	05/22/2026		S(1)		30	D	$25.63	713,155	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 $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, Attorney-in-Fact	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)

FAQ

What did Rigetti Computing (RGTI) CTO David Rivas report in this Form 4?

He reported selling 18,759 shares of Rigetti Computing common stock on May 22, 2026. Footnotes state these were nondiscretionary "sell to cover" transactions to satisfy tax withholding on settling RSUs, not elective open‑market sales.

Why did Rigetti Computing CTO David Rivas sell 18,759 shares of RGTI stock?

The filing explains the sales were nondiscretionary sell-to-cover trades. Shares were sold automatically to cover tax withholding obligations arising from the settlement of restricted stock units, a standard equity‑compensation process rather than a voluntary reduction in ownership.

At what prices did David Rivas’ Form 4 sales of Rigetti Computing stock occur?

One transaction occurred at $25.63 per share. Another larger block used a weighted average price of $22.9523 per share, with individual trades executed between $22.76 and $23.15, according to the detailed price-range footnote.

How many Rigetti Computing shares did David Rivas sell in total on May 22, 2026?

He sold a total of 18,759 shares of Rigetti Computing common stock across two transactions. The sales were reported as open‑market trades but are described in the footnotes as predetermined sell‑to‑cover transactions tied to RSU tax obligations.

Does this Rigetti Computing Form 4 indicate a major change in David Rivas’ holdings?

The filing shows Rivas sold 18,759 shares while retaining a substantial direct position afterward. Because the trades were for tax withholding on RSU settlement, they appear routine and do not, by themselves, signal a major shift in his ownership stance.

What are sell-to-cover transactions mentioned in the Rigetti Computing Form 4?

Sell‑to‑cover transactions automatically sell some newly delivered RSU shares to pay withholding taxes. In this case, David Rivas’ reported sales were required to satisfy tax obligations when his restricted stock units settled, rather than being discretionary portfolio or timing decisions.