Rigetti Computing (RGTI) director sells 50,000 vested warrants in pre-set 10b5-1 trade

Rhea-AI Filing Summary

Rigetti Computing director Michael S. Clifton reported a planned sale of derivative securities linked to the company’s stock. On February 9, 2026, he disposed of 50,000 Warrants (right to buy) at a weighted average price of $6.9447 per derivative security.

The Warrants were fully vested and exercisable, and the transaction was made under a pre-established Rule 10b5-1 trading plan adopted on March 10, 2025. After this sale, Clifton beneficially owned 206,250 derivative securities directly. The reported price reflects multiple trades in a range from $6.80 to $7.01.

Insights

Equity compensation and insider-trading analyst

Director’s warrant sale is pre-planned and moderate in scale, a routine liquidity event.

Director Michael S. Clifton disposed of 50,000 Warrants (right to buy) on February 9, 2026, at a weighted average price of $6.9447 per derivative security. These Warrants were fully vested and exercisable, so they represented immediately usable equity-linked value.

The sale was executed pursuant to a Rule 10b5-1 trading plan adopted on March 10, 2025, which is designed to structure trades in advance and reduce concerns about trading on nonpublic information. After this transaction, Clifton still holds 206,250 derivative securities directly, indicating a remaining sizable warrant position.

The weighted average price reflects multiple trades between $6.80 and $7.01, suggesting execution across the market range that day. Overall, this appears to be a routine, pre-programmed sale rather than a sudden change in exposure, and by itself does not materially alter the broader investment picture.

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).

X

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 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)
02/09/2026

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	02/09/2026		S(1)			50,000	(2)	03/02/2027	Common Stock	50,000	$6.9447(3)	206,250	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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.80 to $7.01, 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	02/10/2026
	** 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.

FAQ

What insider transaction did Rigetti Computing (RGTI) report for Michael S. Clifton?

Rigetti Computing director Michael S. Clifton reported selling 50,000 Warrants (right to buy) on February 9, 2026. These derivative securities tied to common stock were fully vested and exercisable and were sold at a weighted average price of $6.9447 per warrant.

Was the RGTI insider transaction by Michael S. Clifton part of a 10b5-1 trading plan?

Yes. The transaction was executed under a Rule 10b5-1 trading plan adopted by Michael S. Clifton on March 10, 2025. Such plans pre-schedule trades, helping insiders systematically sell or buy securities regardless of later nonpublic information.

How many Rigetti-related derivative securities does Michael S. Clifton hold after this Form 4 transaction?

After selling 50,000 Warrants, Michael S. Clifton beneficially owns 206,250 derivative securities directly. This remaining warrant position continues to provide him with significant exposure to Rigetti Computing’s common stock through equity-linked instruments.

What price range applied to the Rigetti (RGTI) warrants sold by Michael S. Clifton?

The weighted average sale price reported was $6.9447 per warrant. The underlying sales occurred in multiple transactions at prices ranging from $6.80 to $7.01, and detailed trade breakdowns are available upon request from specified parties.

What are the key terms of the Rigetti Computing warrants involved in Michael S. Clifton’s sale?

The derivative securities are Warrants (right to buy) with a conversion or exercise price of $11.50 and an expiration date of March 2, 2027. They are fully vested and exercisable, and each warrant relates to Rigetti Computing common stock.

What role does Michael S. Clifton hold at Rigetti Computing (RGTI)?

Michael S. Clifton is identified as a director of Rigetti Computing, Inc. in the Form 4. The reported February 9, 2026 warrant transaction and remaining derivative holdings reflect his personal, direct beneficial ownership stake tied to the company’s equity.