Form 4: Rigetti Computing Director Sells Shares, Receives RSUs

Rigetti Computing director Ray O. Johnson reported the sale of common stock under a Rule 10b5-1 plan and the receipt of an annual RSU grant.

Summary

• Ray O. Johnson, a Director at Rigetti Computing, Inc., reported transactions on June 8th and June 9th, 2026.
• On June 8th, 2026, Mr. Johnson sold a total of 122,188 shares of common stock through multiple transactions at a weighted average price, with prices ranging from $20.725 to $21.82.
• These sales were conducted under a Rule 10b5-1 trading plan adopted in March 2025 and modified in March 2026.
• Following these sales, Mr. Johnson beneficially owns 171,273 shares of common stock.
• On June 9th, 2026, Mr. Johnson was granted 9,208 Restricted Stock Units (RSUs) as an annual award for his services as a director.
• These RSUs will vest in full on the earlier of the Issuer's 2027 annual meeting of stockholders or June 9th, 2027, contingent upon his continuous service.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. While the sale of shares by a director can be a negative signal, the execution under a Rule 10b5-1 plan mitigates this concern. The RSU grant is a standard compensation practice.

Positives

• Director Ray O. Johnson received an annual grant of 9,208 RSUs, indicating continued compensation and incentive for service.
• The RSUs have a defined vesting schedule, providing a clear path for future equity ownership.
• The transactions were executed under a pre-established Rule 10b5-1 trading plan, suggesting a structured and pre-planned approach to stock sales.

Negatives

• Director Ray O. Johnson sold a significant number of shares (122,188) under a trading plan.
• The sales occurred at prices between $20.725 and $21.82, potentially indicating a belief that the stock price may not significantly increase in the short term, or a need for personal liquidity.

Risks

• The sale of a substantial number of shares by a director could be interpreted negatively by the market, potentially impacting investor sentiment.
• The Rule 10b5-1 plan's modification in March 2026 might raise questions about the timing and rationale behind the adjustments, although it is a standard practice for managing stock sales.
• The vesting of RSUs is contingent on continuous service, meaning any departure from the board before the vesting date would result in forfeiture.

Future Outlook

The filing indicates that the 9,208 RSUs granted to Director Ray O. Johnson will vest in full on the earlier of the Issuer's 2027 annual meeting of stockholders or June 9th, 2027, subject to his continuous service.

Management Comments

• The transactions were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2025, and modified on March 9, 2026.
• The shares sold were part of multiple transactions at prices ranging from $20.725 to $21.82, inclusive.
• The RSUs represent an annual grant for service as a director, vesting on the earlier of the 2027 annual meeting or June 9, 2027, subject to continuous service.

Industry Context

StockSavvy.ai notes that Form 4 filings by company insiders, such as directors, are closely watched by the market. While sales can signal a lack of confidence or a need for liquidity, sales under a Rule 10b5-1 plan are generally viewed as pre-planned and less indicative of negative sentiment compared to unsolicited sales. The grant of RSUs is a common form of executive and director compensation in the technology sector.

Stakeholder Impact

• Shareholders: The sale of shares by a director may lead to short-term market perception concerns, although the Rule 10b5-1 plan provides a structured explanation. The RSU grant is a standard compensation practice and does not directly impact shareholders beyond dilution if exercised.
• Employees: The RSU grant is a form of compensation for the director, not directly impacting employees.
• Management: The transactions reflect standard practices for director compensation and stock management.

Next Steps

• Director Ray O. Johnson will continue to hold his position as Director.
• The RSUs granted will vest on the earlier of the Issuer's 2027 annual meeting of stockholders or June 9th, 2027, provided Mr. Johnson remains in continuous service.

Key Dates

Keywords

Form 4, SEC Filing, Insider Trading, Rigetti Computing, RGTI, Director Transactions, Stock Sale, Restricted Stock Units, RSU Grant, Rule 10b5-1 Plan, Beneficial Ownership