Rigetti (RGTI) director sells 50,000 warrants in Rule 10b5-1 trade

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rigetti Computing director Michael S. Clifton reported an open-market sale of 50,000 warrants to buy Rigetti common stock. The warrants were sold at an average price of $10.00 per warrant and each warrant relates to one share of common stock.

The filing shows these warrants were fully vested and exercisable and carry an exercise price of $11.50 per share with an expiration date of March 2, 2027. After this transaction, Clifton holds 156,250 warrants. The sale was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on March 10, 2025, indicating it was scheduled in advance.

Insider Trade Summary 10b5-1

Net Seller: 50,000 shares ($500,000)

Net Sell 1 txn

Insider Clifton Michael S.

Role null

Sold 50,000 shs ($500K)

Type	Security	Shares	Price	Value
Sale	Warrants (right to buy)	50,000	$10.00	$500K

Holdings After Transaction: Warrants (right to buy) — 156,250 shares (Direct, null)

Footnotes (1)

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

Key Figures

Warrants sold: 50,000 warrants Sale price: $10.00 per warrant Exercise price: $11.50 per share +3 more

6 metrics

Warrants sold 50,000 warrants Open-market sale on May 21, 2026

Sale price $10.00 per warrant Open-market transaction

Exercise price $11.50 per share Exercise price of warrants

Warrants remaining 156,250 warrants Holdings after transaction

Warrant expiration March 2, 2027 Expiration date of warrants

Trading plan adoption date March 10, 2025 Rule 10b5-1 plan adoption

Key Terms

Rule 10b5-1 trading plan, open-market sale, Warrants (right to buy), exercise price, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

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

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Warrants (right to buy) financial

"security_title: Warrants (right to buy)"

exercise price financial

"conversion_or_exercise_price: 11.5000"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

expiration date financial

"expiration_date: 2027-03-02T00:00:00.000Z"

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 04:03 PM

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)
05/21/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$11.5	05/21/2026		S⁽¹⁾			50,000	⁽²⁾	03/02/2027	Common Stock	50,000	$10	156,250	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	05/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Rigetti Computing (RGTI) director Michael S. Clifton report in this Form 4?

Michael S. Clifton reported selling 50,000 warrants to buy Rigetti common stock. The sale was an open-market transaction at $10.00 per warrant and involved fully vested, exercisable warrants.

At what price did Michael S. Clifton sell Rigetti (RGTI) warrants?

He sold 50,000 Rigetti warrants at an average price of $10.00 per warrant. Each warrant represents the right to buy one share of common stock at a set exercise price.

How many Rigetti (RGTI) warrants does Michael S. Clifton hold after the transaction?

After the reported sale, Michael S. Clifton holds 156,250 warrants. These remaining warrants are fully vested and exercisable, giving him ongoing rights to purchase Rigetti common stock.

What is the exercise price and expiration date of the Rigetti (RGTI) warrants sold and held?

The warrants have an exercise price of $11.50 per share and expire on March 2, 2027. They are fully vested and exercisable according to the filing’s footnotes.

Was Michael S. Clifton’s Rigetti (RGTI) warrant sale under a Rule 10b5-1 plan?

Yes. The transaction was made pursuant to a Rule 10b5-1 trading plan adopted on March 10, 2025. Such plans pre-schedule trades, reducing the importance of trade timing as a discretionary signal.