Rigetti Form 4: CFO Sell-to-Cover of 3,919 Shares at ~$14.84

Rhea-AI Filing Summary

Jeffrey A. Bertelsen, Chief Financial Officer of Rigetti Computing, Inc. (RGTI), reported a nondiscretionary sale of 3,919 shares of Common Stock on 08/20/2025 executed as "sell to cover" to satisfy tax withholding from RSU settlement. The weighted-average price for the shares sold was $14.8377, with individual trade prices ranging from $14.665 to $14.91. After the reported transactions, the filing shows 183,581 shares beneficially owned directly by the reporting person. The filing states the seller will provide details of the per-trade quantities on request.

Positive

• None.

Negative

• Reporting person sold 3,919 shares via nondiscretionary "sell to cover" transactions on 08/20/2025, reducing direct holdings.
• Weighted-average sale price $14.8377 (individual trades ranged from $14.665 to $14.91), indicating shares were liquidated rather than withheld in kind.

Insights

Securities Analyst

TL;DR: Insider sell-to-cover of RSU tax obligations; routine transaction that modestly reduces direct holdings.

The Form 4 documents a nondiscretionary sale of 3,919 shares by the CFO to satisfy tax withholding on vested RSUs, executed at a weighted-average price of $14.8377 with trades between $14.665 and $14.91. The filing reports 183,581 shares remain beneficially owned directly. This type of transaction is administrative in nature and does not indicate voluntary open-market liquidation beyond the tax-related sale. The reporting person offers to disclose per-trade quantities upon request, which supports transparency.

Corporate Governance Expert

TL;DR: Disclosure is complete for a routine sell-to-cover; no governance red flags present in the filing.

The Form 4 includes explanatory footnotes clarifying the sales were nondiscretionary and linked to RSU tax withholding, and provides a weighted-average sale price plus a price range. The reporting person signed the form. There is no indication of multiple reporting persons, option exercises, or other derivative activity. From a governance perspective, the filing contains the expected information for this transaction type.

08/20/2025 - 04:56 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

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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^*

Bertelsen Jeffrey A.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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
Common Stock	08/20/2025		S(1)		3,919	D	$14.8377(2)	183,581	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. The sales reported in this row represent nondiscretionary sales of shares required to be sold by the Reporting Person pursuant to sell to cover transactions to satisfy tax withholding obligations in connection with the settlement of RSUs.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.665 to $14.91, 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	08/20/2025
	** 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 Rigetti CFO Jeffrey Bertelsen report on Form 4?

He reported a nondiscretionary sale of 3,919 common shares on 08/20/2025 to satisfy tax withholding related to RSU settlement.

How many shares does the reporting person beneficially own after the transaction?

The filing reports 183,581 shares beneficially owned directly following the reported transactions.

At what price were the shares sold?

The weighted-average sale price was $14.8377, with individual sale prices ranging from $14.665 to $14.91.

Was this sale discretionary or routine?

The filing states the sales were nondiscretionary sell-to-cover transactions required to satisfy tax withholding on vested RSUs.

Will more detailed trade-level information be provided?

Yes. The reporting person undertakes to provide, upon request, full information on the number of shares sold at each separate price within the stated range.