[144] Rigetti Computing, Inc. Warrants SEC Filing

Rhea-AI Filing Summary

Rigetti Computing, Inc. (RGTIW) Rule 144 Notice: This filing notifies proposed sales by a person for whose account securities will be sold under Rule 144. The seller plans to offer 125,000 common shares (aggregate market value $183,750) and 21,118 warrants (aggregate market value $118,260.80) through Piper Sandler & Co on 09/09/2025 on Nasdaq. The securities were acquired on 03/02/2022 as sponsor promote shares and warrants from the issuer.

The filing also reports transactions by the same person over the past three months: multiple common stock sales totaling 150,000 shares (sales on 06/09, 06/10, 07/16, 07/17) and warrants sales totaling 46,188 warrants (sales on 06/11 and 08/14), with gross proceeds listed per sale. The signer certifies no undisclosed material adverse information and complies with Rule 144 disclosure requirements.

Positive

• Compliant public disclosure under Rule 144 with broker and sale date specified
• Limited relative volume: 125,000 shares represent ~0.0386% of 324,165,170 outstanding shares, indicating low immediate dilution risk

Negative

• Insider selling activity: Recent three-month sales include 150,000 common shares and 46,188 warrants, which may be viewed negatively by some investors
• Concentration of sales on a single date: Planned sale on 09/09/2025 could add temporary selling pressure on that day

Insights

Securities Analyst

TL;DR: Routine Rule 144 disposition by an affiliated party; modest volume relative to total shares outstanding suggests limited immediate market impact.

The filer intends to sell 125,000 common shares and 21,118 warrants via Piper Sandler on 09/09/2025. The filing states acquisition as sponsor promote shares and warrants dated 03/02/2022. Recent three-month dispositions show steady selling activity with gross proceeds reported for each tranche. Given the issuer's outstanding share count of 324,165,170, the offered common shares represent approximately 0.0386% of outstanding shares, implying low dilution or market pressure from this single notice. Disclosure appears procedural and consistent with Rule 144 requirements.

Corporate Governance Expert

TL;DR: Compliance-focused filing documenting insider-related sales; certification of no undisclosed material information is standard and important.

The notice documents the source of the securities as sponsor promote awards and lists broker and sale date. The signer explicitly represents absence of undisclosed material adverse information, aligning with Rule 144 attestations. The record of recent sales demonstrates an ongoing pattern of dispositions; governance teams should ensure trading plans and disclosures remain current and consistent with insider policies. The filing itself is routine and procedural.

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
Common Stock	Piper Sandler & Co Inc 350 N 5th St Ste 1000 Minneapolis MN 55401	125000	183750.00	324165170	09/09/2025	Nasdaq
Warrants	Piper Sandler & Co Inc 350 N 5th St Ste 1000 Minneapolis MN 55401	21118	118260.80	324165170	09/09/2025	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 *
Common Stock	03/02/2022	Sponsor Promote Shares	Issuer			125000	03/02/2022	NA
Warrants	03/02/2022	Sponsor Promote Warrants	Issuer			21118	03/02/2022	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	Warrants	08/14/2025	21188	148316.00
Michael Clifton C/O Rigetti Computing Inc 775 Heinz Ave Berkeley CA 94710	Common Stock	07/17/2025	25000	425000.00
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	Warrants	06/11/2025	25000	125000.00
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	Common Stock	06/09/2025	50000	588000.00

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 is the RGTIW filer proposing to sell?

The filer intends to sell 125,000 common shares and 21,118 warrants on Nasdaq through Piper Sandler on 09/09/2025.

How were the securities acquired by the seller?

The securities were acquired on 03/02/2022 as sponsor promote shares and warrants from the issuer.

What recent sales by the same person are disclosed in the filing?

The filing lists sales over the past three months including common stock sales of 50,000, 25,000, 25,000, and 25,000 shares on various June and July 2025 dates, and warrants sales including 25,000 and 21,188 warrants.

Who is the broker handling the proposed sale?

The broker named is Piper Sandler & Co Inc, located at 350 N 5th St Ste 1000, Minneapolis, MN.

Does the filer certify possession of material nonpublic information?

By signing the notice the filer represents they do not know any material adverse information