Rigetti (RGTI) director Michael S. Clifton receives 9,208-share RSU award

Rhea-AI Filing Summary

Rigetti Computing director Michael S. Clifton received an equity award of 9,208 shares of Common Stock in the form of restricted stock units (RSUs). The grant is compensation for his service as a director and carries no cash exercise price.

The RSUs will vest in full on the earlier of the company’s 2027 annual stockholder meeting (or immediately before that meeting if his board service ends then) or on June 9, 2027, subject to his continuous service with Rigetti. Following this grant, Clifton directly holds 512,974 shares of Rigetti Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Clifton Michael S.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,208	$0.00	--

Holdings After Transaction: Common Stock — 512,974 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 9,208 shares Transaction price per share: $0.0000 per share Shares held after transaction: 512,974 shares +2 more

5 metrics

RSU grant size 9,208 shares Annual director RSU award on June 9, 2026

Transaction price per share $0.0000 per share RSU grant recorded with no cash exercise price

Shares held after transaction 512,974 shares Director’s direct Rigetti holdings following RSU grant

Vesting latest date June 9, 2027 Latest vesting date if earlier annual meeting does not occur first

Vesting trigger 2027 annual stockholder meeting RSUs vest on earlier of 2027 meeting or June 9, 2027

Key Terms

restricted stock units ("RSUs"), annual meeting of the stockholders, continuous service, Grant, award, or other acquisition

4 terms

restricted stock units ("RSUs") financial

"Represents an annual grant of restricted stock units ("RSUs") for service as a director"

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.

annual meeting of the stockholders financial

"on the earlier of (i) the date of the Issuer's 2027 annual meeting of the stockholders"

continuous service financial

"each subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date"

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

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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^*

Clifton Michael S.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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	06/09/2026		A		9,208(1)	A	$0	512,974	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. Represents an annual grant of restricted stock units ("RSUs") for service as a director of the Issuer. The shares underlying the RSUs will vest in full on the earlier of (i) the date of the Issuer's 2027 annual meeting of the stockholders (or the date immediately prior to such annual meeting if the Reporting Person's service as a director ends at such annual meeting) or (ii) on June 9, 2027, each subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.

	/s/ Jeffrey Bertelsen, Attorney-in-Fact	06/10/2026
	** 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 (RGTI) director Michael S. Clifton report in this Form 4?

Michael S. Clifton reported receiving an award of 9,208 restricted stock units of Rigetti Common Stock. The grant is compensation for his board service and increased his direct holdings to 512,974 shares following the transaction, according to the Form 4 filing details.

How many Rigetti (RGTI) shares did Michael S. Clifton acquire in the latest grant?

He acquired 9,208 shares of Rigetti Common Stock through a restricted stock unit grant. These RSUs represent an annual equity award for his service as a director and were recorded at a transaction price of $0.0000 per share in the Form 4.

When do Michael S. Clifton’s 9,208 Rigetti RSUs vest?

The 9,208 RSUs vest in full on the earlier of Rigetti’s 2027 annual stockholder meeting or June 9, 2027. Vesting is conditioned on Clifton’s continuous service with Rigetti through the applicable vesting date, as described in the footnote to the Form 4.

What are Michael S. Clifton’s Rigetti shareholdings after this RSU grant?

After the grant, Michael S. Clifton directly holds 512,974 shares of Rigetti Common Stock. This total reflects his position following the 9,208-share restricted stock unit award, according to the post-transaction holdings figure in the Form 4 filing.

Is Michael S. Clifton’s Rigetti RSU award an open-market purchase or compensation grant?

The Form 4 shows a compensation grant, not an open-market purchase. The transaction is coded “A” for grant or award and carries a price of $0.0000 per share, indicating director equity compensation rather than a cash-funded stock purchase.

What conditions are attached to Michael S. Clifton’s Rigetti RSU vesting?

Vesting of the 9,208 RSUs requires Clifton’s continuous service with Rigetti through the vesting date. The RSUs vest on the earlier of the 2027 annual stockholder meeting (or immediately prior if his service ends then) or June 9, 2027, per the Form 4 footnote.