[Form 4] Rigetti Computing, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Clifton Michael S., a director of Rigetti Computing, Inc. (RGTI), reported a Section 16 transaction dated 09/17/2025. The filing discloses activity in derivative securities: a transaction involving Warrants (right to buy) with an $11.50 strike on 09/17/2025 with transaction code S(1). The filing states the underlying security is 100,000 shares of Common Stock and that the instrument is fully vested and exercisable.

The report also shows 100,000 shares of Common Stock beneficially owned following the reported transaction and lists total direct beneficial ownership of 356,250 shares. The filing notes the transaction was made pursuant to a Rule 10b5-1 trading plan adopted March 10, 2025 and is signed by an attorney-in-fact on 09/18/2025.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-established compliance procedures
• Derivatives position is described as fully vested and exercisable, clarifying exercisability status
• Filing provides specific post-transaction beneficial ownership (356,250 shares direct), enabling clear ownership tracking

Negative

• Transaction code S(1) indicates a reported disposition of derivative securities (100,000 warrants) on 09/17/2025
• Material details about consideration or the manner of disposition are limited in the form beyond the code and counts

Insights

Financial Analyst

TL;DR: Insider executed a transaction under a 10b5-1 plan affecting 100,000 warrants, leaving 356,250 shares directly owned.

The Form 4 shows a single derivative transaction on 09/17/2025 recorded with transaction code S(1) and references warrants with an $11.50 price and 100,000 underlying common shares. The filing explicitly states the position is fully vested and exercisable and that the trade occurred under a Rule 10b5-1 plan adopted March 10, 2025. For investors, this is a compliance-structured insider trade rather than a routine earnings or operational disclosure. The record of direct beneficial ownership of 356,250 shares is clearly stated, allowing straightforward tracking of the reporting person's stake.

Corporate Governance Expert

TL;DR: The reporting shows adherence to insider trading procedures via a 10b5-1 plan; disclosure is timely and signed by an attorney-in-fact.

The filing documents adherence to a pre-established trading plan (Rule 10b5-1 adopted March 10, 2025) which is important for governance and disclosure transparency. The transaction is recorded with code S(1) and the form includes the required signature block dated 09/18/2025. The filing supplies specific counts for derivative instruments and resulting direct beneficial ownership, which supports transparent Section 16 reporting. No other governance issues or additional related-party details are provided in the document.

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
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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).

1. Name and Address of Reporting Person^*

Clifton Michael S.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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

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
Warrants (Right to Buy)	$11.5	09/17/2025		S(1)			100,000	(2)	03/02/2027	Common Stock	100,000	$10	356,250	D

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2025.

2. Fully vested and exercisable.

	/s/ Jeffrey Bertelsen, Attorney-in-Fact	09/18/2025
	** 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 the Form 4 filed for RGTI report on 09/17/2025?

The Form 4 reports a derivative transaction on 09/17/2025 involving Warrants with an $11.50 price and 100,000 underlying common shares, and states the position is fully vested and exercisable.

Was the transaction by the Rigetti director part of a trading plan?

Yes. The filing states the transaction was made pursuant to a Rule 10b5-1 trading plan adopted on March 10, 2025.

How many shares does the reporting person beneficially own after the reported transaction?

The Form 4 shows 100,000 shares from the derivative and a total of 356,250 shares beneficially owned directly following the transaction.

Who is the reporting person on this Form 4?

The reporting person is Clifton Michael S., listed with an address c/o Rigetti Computing, Inc., and identified as a Director.

When was the Form 4 signed and by whom?

The signature block shows the form was signed by /s/ Jeffrey Bertelsen, Attorney-in-Fact on 09/18/2025.