RGTIW Form 4: Director Executes 10b5-1 Plan, Realizes ~$16.70 per Share

Rhea-AI Filing Summary

Thomas J. Iannotti, a director of Rigetti Computing, Inc., reported option exercise and share sales executed under a Rule 10b5-1 plan. On 08/14/2025 he exercised a stock option at an exercise price of $1.17 for 100,000 shares and sold 100,000 shares in multiple transactions at a weighted-average price of $16.6987 (prices ranged $16.58–$16.76). Following these transactions the filing reports 14,902 shares of common stock directly beneficially owned and 620,000 derivative securities (options) held directly. The 10b5-1 trading plan was adopted May 15, 2025. The option vesting schedule noted that one-third vested November 15, 2024, with remaining portions vesting in two equal annual installments thereafter.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating a pre-established compliance mechanism
• Exercise price was $1.17, materially below sale price, allowing the reporting person to realize substantial proceeds
• Filing discloses weighted-average sale price and range, increasing transparency about the disposition

Negative

• Director sold 100,000 shares, reducing direct common stock holdings to 14,902 shares
• Large portion of economic interest remains in unexercised options (620,000), which may create ongoing incentive alignment and potential dilution

Insights

Financial Analyst

TL;DR: Director exercised low-strike options and sold an equal number of shares under a 10b5-1 plan, realizing substantial proceeds.

The filing shows a routine insider liquidity event: exercise of 100,000 options at $1.17 and immediate disposition of 100,000 shares at ~ $16.70 weighted average. This realizes meaningful pre-tax spread per share versus the strike and reduces the director's direct common stock holding to 14,902 shares while leaving substantial unexercised options (620,000). The use of a 10b5-1 plan provides procedural compliance and reduces timing concerns around the sale.

Corporate Governance Expert

TL;DR: The trade was conducted under an adopted 10b5-1 plan and was executed by an attorney-in-fact, reflecting formal compliance steps.

The document discloses the 10b5-1 plan adoption date (May 15, 2025) and the signature by an attorney-in-fact, indicating administrative oversight. The disclosure includes the weighted-average sale price range and the vesting timetable for the exercised option. These elements align with standard insider disclosure practices and satisfy transparency expectations for director transactions.

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).

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^*

Iannotti Thomas J

(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
Common Stock	08/14/2025		M(1)		100,000	A	$1.17	114,902	D
Common Stock	08/14/2025		S(1)		100,000	D	$16.6987(2)	14,902	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
Stock Option (Right to Buy)	$1.17	08/14/2025		M(1)			100,000	(3)	11/14/2033	Common Stock	720,000	$0	620,000	D

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.58 to $16.76, 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. 1/3 of this option vested and became exercisable on November 15, 2024, with the remainder vesting in two annual equal installments thereafter, subject to the Reporting Person's continuous service with the Issuer though each vesting date.

	/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 Rigetti (RGTIW) director Thomas J. Iannotti report on Form 4?

The director reported exercising 100,000 options at $1.17 and selling 100,000 shares at a weighted-average price of $16.6987 on 08/14/2025 under a 10b5-1 plan.

How many shares does Thomas J. Iannotti beneficially own after the transactions?

After the reported transactions the filing shows 14,902 shares of common stock directly beneficially owned and 620,000 derivative securities (options) held directly.

Was the sale part of a Rule 10b5-1 plan for RGTIW?

Yes. The filing states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted on May 15, 2025.

What price range were the sold shares executed at?

The shares were sold in multiple transactions at prices ranging from $16.58 to $16.76, with a weighted-average sale price of $16.6987.

Who signed the Form 4 filing for the reporting person?

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