RGTI Form 4: Director Clifton Discloses 21,188 Warrants Executed Under 10b5-1

Rhea-AI Filing Summary

Rigetti Computing, Inc. (RGTI) Form 4: Michael S. Clifton, a director, reported transactions dated 08/14/2025 executed pursuant to a Rule 10b5-1 trading plan adopted March 10, 2025. The filing discloses activity in warrants with a stated conversion/exercise price of $11.50 and 21,188 underlying common shares linked to those derivatives. The form notes the warrants are fully vested and exercisable. The Form 4 was signed by an attorney-in-fact on 08/15/2025. The reporting person is identified with an address at Rigetti Computing, Inc., Berkeley, CA, and is marked as a Director.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-established trading terms and potential compliance with insider-trading defenses
• Warrants are fully vested and exercisable, clarifying the reporting person's ability to transact

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider derivative exercise/sale under a pre-established 10b5-1 plan; no new material disclosures beyond quantity and plan adoption date.

The filing documents a director-level reporting person executing transactions on 08/14/2025 under a Rule 10b5-1 plan adopted March 10, 2025. The report lists 21,188 warrants tied to the same number of common shares and shows an exercise/conversion price of $11.50. The derivatives are described as fully vested and exercisable. The use of a 10b5-1 plan and attorney-in-fact signature are consistent with pre-arranged insider trading procedures. This appears to be an operational insider transaction disclosure rather than a corporate event impacting company fundamentals.

Corporate Governance Expert

TL;DR: Disclosure follows standard Section 16/Form 4 practice; shows a director used a documented 10b5-1 plan and granted power-of-attorney for filing.

The Form 4 identifies Michael S. Clifton as a director and indicates the transaction was made pursuant to a 10b5-1 plan adopted on March 10, 2025. The filing includes an attorney-in-fact signature dated 08/15/2025. The notice states the warrants are fully vested and exercisable. From a governance perspective, using a documented trading plan and attorney-in-fact for execution aligns with accepted insider trading compliance procedures. The filing does not disclose any change in board status or other governance actions.

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)
08/14/2025

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	08/14/2025		S(1)			21,188	(2)	03/02/2027	Common Stock	21,188	$7	510,062	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	08/15/2025
	** 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 Michael S. Clifton report on the Form 4 for RGTI?

The Form 4 reports transactions dated 08/14/2025 involving 21,188 warrants and underlying common shares, executed pursuant to a Rule 10b5-1 trading plan adopted on March 10, 2025.

Was the transaction part of a 10b5-1 trading plan for RGTI?

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

How many warrants and underlying shares were involved in the reported transaction?

The filing shows 21,188 warrants and lists 21,188 underlying common shares.

What exercise or conversion price is disclosed in the Form 4?

The Form 4 lists a conversion/exercise price of $11.50 for the warrants.

Who signed the Form 4 and when?

The Form 4 was signed by an Attorney-in-Fact, Jeffrey Bertelsen, on 08/15/2025.