[Form 4] Rigetti Computing, Inc. Warrants Insider Trading Activity

Rhea-AI Filing Summary

Rigetti Computing, Inc. (RGTI) director Michael S. Clifton reported securities transactions on a Form 4 showing sales executed on 09/09/2025 under a Rule 10b5-1 trading plan adopted March 10, 2025. He sold 100,000 shares of common stock at a weighted-average price of $15.3934, with reported execution prices ranging from $15.365 to $15.475, leaving him with 728,766 shares beneficially owned following the sale. The filing also reports disposition of 25,000 warrants with an $11.50 exercise price, which were fully vested and exercisable, and related underlying common stock transactions reported with a weighted-average price of $5.6858 for underlying shares, leaving 485,062 derivative-related shares owned. The Form 4 is signed by an attorney-in-fact on 09/10/2025.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating pre-planned transactions rather than opportunistic timing
• Filing provides post-transaction beneficial ownership for both common stock (728,766 shares) and derivative-related holdings (485,062 shares), improving transparency
• Price ranges and weighted-average prices disclosed, and the reporting person offers to provide a detailed breakdown on request

Negative

• None.

Insights

Securities Analyst

TL;DR: Director sold shares under a pre-existing 10b5-1 plan; transactions appear routine and disclose remaining holdings.

The Form 4 discloses a planned sale executed on 09/09/2025 under a Rule 10b5-1 plan adopted March 10, 2025. The reporting person disposed of 100,000 common shares at a weighted-average price of $15.3934 and disposed of 25,000 warrants exercisable into common stock. Post-transaction beneficial ownership figures are provided for both direct common stock and derivative-related shares, enabling investors to see the director's ongoing ownership stake. The filing includes price ranges for the multiple executions and affirms the availability of detailed execution breakdowns on request.

Corporate Governance Expert

TL;DR: Sale executed under a documented trading plan reduces concerns about opportunistic insider timing.

The disclosure that the sales were made pursuant to a Rule 10b5-1 plan adopted on March 10, 2025, is material for governance assessment because it signals pre-planned trading rather than ad hoc insider sales. The Form 4 also notes full vesting and exercisability for the reported warrants and provides weighted-average prices and remaining holdings, which support transparent reporting of the director's current economic exposure to the company.

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)
09/09/2025

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	09/09/2025		S(1)		100,000	D	$15.3934(2)	728,766	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
Warrants (Right to Buy)	$11.5	09/09/2025		S(1)			25,000	(3)	03/02/2027	Common Stock	25,000	$5.6858(4)	485,062	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.365 to $15.475, 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.

3. Fully vested and exercisable.

4. The price reported in Column 8 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $5.65 to $5.73, 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 securities sold at each separate price within the range set forth in this footnote.

	/s/ Jeffrey Bertelsen, Attorney-in-Fact	09/10/2025
	** 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 transactions did the RGTI director report on Form 4?

He reported selling 100,000 common shares and disposing of 25,000 warrants on 09/09/2025 under a 10b5-1 plan.

When was the 10b5-1 trading plan adopted for the reported sales?

March 10, 2025 is the adoption date of the Rule 10b5-1 plan referenced in the filing.

What prices were reported for the sales in the Form 4?

Common shares sold at a weighted-average price of $15.3934 (individual prices ranged $15.365–$15.475); derivative-related shares had a weighted-average price of $5.6858 (range $5.65–$5.73).

How many shares does the reporting person own after the transactions?

728,766 common shares beneficially owned following the reported sale and 485,062 derivative-related shares reported after the derivative transactions.

Were the warrants reported in the filing exercisable?

Yes, the 25,000 warrants reported were fully vested and exercisable as stated in the filing.