Rigetti Computing Form 4 shows CTO sell-to-cover stock sale

Rhea-AI Filing Summary

Rigetti Computing, Inc. (RGTI) Chief Technology Officer filed a Form 4 reporting an automatic sale of company stock. On 11/20/2025, the executive sold 41,935 shares of common stock in a nondiscretionary "sell to cover" transaction to satisfy tax withholding obligations related to the settlement of restricted stock units (RSUs). The weighted average sale price was $26.3397 per share, with individual trades executed between $26.01 and $26.3528. Following this transaction, the reporting person beneficially owns 688,633 shares of Rigetti common stock directly.

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)
11/20/2025

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	11/20/2025		S(1)		41,935	D	$26.3397(2)	688,633	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 $26.01 to $26.3528, 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	11/21/2025
	** 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.

FAQ

What did Rigetti Computing (RGTI) disclose in this Form 4?

The filing reports that Rigetti Computing's Chief Technology Officer sold 41,935 shares of common stock on 11/20/2025 and now directly holds 688,633 shares.

Why did the Rigetti (RGTI) executive sell 41,935 shares?

The filing states the sales were nondiscretionary sell-to-cover transactions made to satisfy tax withholding obligations arising from the settlement of RSUs.

At what price were the Rigetti (RGTI) shares sold in this insider transaction?

The weighted average sale price was $26.3397 per share, with individual trades executed at prices ranging from $26.01 to $26.3528.

How many Rigetti (RGTI) shares does the CTO own after this Form 4 transaction?

After the reported sale, the Chief Technology Officer beneficially owns 688,633 shares of Rigetti Computing common stock directly.

Was this Rigetti (RGTI) insider sale part of a planned program?

The form includes a checkbox reference to transactions under Rule 10b5-1 plans, but the excerpt does not state whether this specific sale was made under such a plan.

Does this Form 4 indicate any change in Rigetti (RGTI) business performance?

No, this Form 4 focuses on an executive stock transaction related to RSU tax withholding and does not provide information about Rigetti's revenue, earnings, or operations.