[144] Rigetti Computing, Inc. Warrants SEC Filing

Rhea-AI Filing Summary

Rigetti Computing, Inc. (RGTIW) Form 144 shows a proposed sale of 25,000 warrants through Piper Sandler on 08/14/2025 with an aggregate market value of $164,500. The warrants were acquired as "Sponsor Promote Warrants" on 03/22/2022, with an indicated acquisition amount of 25,000. The filing also discloses multiple securities sales by the same account during the past three months: 125,000 shares of common stock and 25,000 warrants sold on various dates from 06/09/2025 through 07/17/2025, generating total reported gross proceeds of $1,813,000. The form includes a representation that the seller is not aware of undisclosed material adverse information.

Positive

• Full disclosure of the proposed sale including broker, amount, and market value
• Acquisition details provided (Sponsor Promote Warrants acquired 03/22/2022) aiding transparency
• Recent sales history disclosed for the past three months showing dates and proceeds

Negative

• Insider selling activity is substantive: 150,000 securities sold in the past three months generating $1,813,000 in gross proceeds
• Planned sale continues selling pattern with 25,000 warrants proposed on 08/14/2025 (aggregate market value $164,500)
• Form provides no explanation for the timing or purpose of the sales beyond the Rule 144 attestation

Insights

Securities Analyst

TL;DR: Insider sales totaling significant proceeds were disclosed; the new planned sale is modest by value but continues recent selling activity.

The filer reports a proposed sale of 25,000 warrants valued at $164,500 and recent sales totaling 150,000 securities that produced $1,813,000 in gross proceeds. From a capital-markets standpoint, the filing is a routine compliance disclosure under Rule 144 that notifies the market of planned insider liquidity. The disclosed acquisition type (Sponsor Promote Warrants) clarifies the origin of the instruments, and the broker is identified as Piper Sandler. This information is material to holders because it updates market participants on insider selling volume and timing without making any forward-looking claims.

Corporate Governance Expert

TL;DR: Multiple recent insider disposals and another planned sale raise governance questions about insider liquidity timing.

The schedule shows a sequence of sales by the same account across June and July 2025 and a proposed August 14, 2025 sale of 25,000 warrants. While Form 144 compliance is standard, the pattern of sales—125,000 securities sold over three months for $1.813 million—warrants attention from governance and investor-relations perspectives. The filing includes the standard certification that no undisclosed material adverse information exists, which is the required attestation but does not provide further context on the rationale for sales.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Warrants	Piper Sandler & Co Inc 350 N 5th St Ste 1000 Minneapolis MN 55401	25000	164500.00	324165170	08/14/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Warrants	03/22/2022	Sponsor Promote Warrants	Issuer			25000	02/22/2022	NA

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Michael Clifton C/O Rigetti Computing Inc 775 Heinz Ave Berkeley CA 94710	Common Stock	06/09/2025	50000	588000.00
Michael Clifton C/O Rigetti Computing Inc 775 Heinz Ave Berkeley CA 94710	Common Stock	06/10/2025	25000	300000.00
Michael Clifton C/O Rigetti Computing Inc 775 Heinz Ave Berkeley CA 94710	Warrants	06/11/2025	25000	125000.00
Michael Clifton C/O Rigetti Computing Inc 775 Heinz Ave Berkeley CA 94710	Common Stock	07/16/2025	25000	375000.00
Michael Clifton C/O Rigetti Computing Inc 775 Heinz Ave Berkeley CA 94710	Common Stock	07/17/2025	25000	425000.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What securities does the Form 144 for RGTIW propose to sell?

The filing proposes sale of 25,000 warrants through Piper Sandler with aggregate market value $164,500 on 08/14/2025.

When were the warrants being offered for sale acquired?

The warrants were acquired as Sponsor Promote Warrants on 03/22/2022.

How much insider selling occurred in the past three months for the account listed?

The filing reports sales of 125,000 shares of common stock and 25,000 warrants from 06/09/2025 through 07/17/2025, yielding total gross proceeds of $1,813,000.

Which broker is named for the proposed transaction?

The named broker for the proposed sale is Piper Sandler & Co Inc (address listed in the filing).

Does the form state whether any undisclosed material information exists?

The signer represents by the form's attestation that they do not know any material adverse information about the issuer that has not been publicly disclosed.