RGTI Insider Sale: 44,355 Shares Sold for RSU Withholding at ~$14.85

Rhea-AI Filing Summary

Rigetti Computing insider sale disclosed on Form 4. David Rivas, Chief Technology Officer, reported nondiscretionary sales of 44,355 shares of Rigetti common stock on 08/20/2025 at a weighted average price of $14.8455. The sales were made to satisfy tax withholding obligations related to RSU settlement; reported sale prices ranged from $14.66 to $15.01. After the reported transactions, the filing shows 730,568 shares beneficially owned by the reporting person.

Insights

Securities Analyst

TL;DR: Routine sell-to-cover for RSU tax withholding; not an open-market discretionary sale.

The Form 4 shows a single reporting person, CTO David Rivas, executing nondiscretionary "sell-to-cover" transactions on 08/20/2025 that disposed of 44,355 shares at a weighted average price of $14.8455. The filer explicitly states these sales were to satisfy tax withholding on RSU settlement and provides the price range ($14.66–$15.01). Such filings typically reflect compensation-related disposals rather than negative signals about company fundamentals. The filing also reports 730,568 shares beneficially owned following the transaction.

Corporate Governance Expert

TL;DR: Disclosure meets Rule 16 reporting requirements and documents an administrative sale.

The document is a standard Section 16 Form 4 reporting an insider disposition tied to RSU vesting tax obligations. The filer certified availability of detailed per-trade pricing on request and used attorney-in-fact signature, indicating normal administrative processing. There are no indications in the form of discretionary open-market selling or additional derivative activity; the transaction appears procedural and routine from a governance perspective.

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
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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^*

Rivas David

(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 TECHNOLOGY 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)		44,355	D	$14.8455(2)	730,568	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 $14.66 to $15.01, 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, Attorney-in-Fact	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 insider David Rivas report on the Form 4?

The Form 4 reports nondiscretionary sales of 44,355 shares on 08/20/2025 to satisfy tax withholding related to RSU settlement.

At what price were the RGTI shares sold according to the filing?

The filing lists a weighted average price of $14.8455, with individual sale prices ranging from $14.66 to $15.01.

How many Rigetti shares does the reporting person beneficially own after the sale?

The Form 4 reports 730,568 shares beneficially owned following the reported transactions.

Why were the shares sold according to the Form 4?

The sales were sell-to-cover transactions required to satisfy tax withholding obligations in connection with RSU settlement, per the form's explanation.

Who signed the Form 4 filing for David Rivas?

The filing was signed by Jeffrey Bertelsen, Attorney-in-Fact on behalf of the reporting person on 08/20/2025.