Rigetti (RGTI) director awarded 9,208 RSUs in annual equity grant

Rhea-AI Filing Summary

Iannotti Thomas J reported acquisition or exercise transactions in this Form 4 filing.

Rigetti Computing, Inc. director Thomas J. Iannotti received an annual equity award in the form of 9,208 restricted stock units (RSUs) of common stock at a price of $0.00 per share. These RSUs are compensation for board service rather than an open-market purchase.

The RSUs will vest in full on the earlier of the company’s 2027 annual meeting of stockholders (or immediately before that meeting if his board service ends then) or on June 9, 2027, subject to his continuous service as a director. After this grant, he directly holds 24,110 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Iannotti Thomas J

Role null

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

Holdings After Transaction: Common Stock — 24,110 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 9,208 shares Grant price: $0.00 per share Post-grant holdings: 24,110 shares +1 more

4 metrics

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

Grant price $0.00 per share Stock-based compensation, not an open-market purchase

Post-grant holdings 24,110 shares Common stock held directly after RSU grant

Vesting date latest June 9, 2027 Full vesting if still serving as director

Key Terms

restricted stock units, annual meeting of the stockholders, continuous service

3 terms

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

annual meeting of the stockholders financial

"will vest in full 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"

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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^*

Iannotti Thomas J

(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	24,110	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 Thomas J. Iannotti report on this Form 4?

Thomas J. Iannotti reported receiving an annual grant of 9,208 restricted stock units of Rigetti common stock. The award is a stock-based compensation grant for his service as a director, not an open-market share purchase or sale.

How many Rigetti (RGTI) shares does Thomas J. Iannotti hold after this grant?

After the reported RSU grant, Thomas J. Iannotti directly holds 24,110 shares of Rigetti common stock. This total reflects the new stock-based compensation award added to his prior holdings as disclosed in the Form 4 filing.

When do Thomas J. Iannotti’s new Rigetti (RGTI) RSUs vest?

The 9,208 restricted stock units vest in full on the earlier of Rigetti’s 2027 annual stockholder meeting or June 9, 2027. Vesting is conditioned on Iannotti’s continuous service as a director through the applicable vesting date, according to the footnote.

What type of transaction is reported for Rigetti (RGTI) on this Form 4?

The Form 4 reports a grant or award acquisition of common stock, coded “A” as 9,208 RSUs at $0.00 per share. This reflects director compensation, not a market trade, and is categorized as an acquisition rather than a buy or sell transaction.

Is the Rigetti (RGTI) Form 4 transaction an open-market buy or sell?

No, the transaction is not an open-market trade. It is an annual compensation grant of restricted stock units for board service, with a reported price of $0.00 per share, and therefore does not indicate a discretionary market purchase or sale by the director.