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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) | 100,000 | $0.00 | -- |
| Exercise | Common Stock | 100,000 | $1.17 | $117K |
| Sale | Common Stock | 100,000 | $16.6987 | $1.67M |
Footnotes (1)
- This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2025. 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. 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.
