Form 4: Rigetti Computing Director Sells Shares Under 10b5-1 Plan While Receiving Annual RSU Grant

Rigetti Computing, Inc. Director Michael S. Clifton executed sales of 75,000 shares of common stock under a pre-arranged 10b5-1 trading plan, while also receiving an annual grant of 14,902 restricted stock units (RSUs) for his service.

Summary

• Michael S. Clifton, a Director of Rigetti Computing, Inc. (RGTI), reported transactions involving the company's common stock.
• On June 9, 2025, Mr. Clifton disposed of 50,000 shares of common stock at a price of $11.76 per share.
• On June 10, 2025, he disposed of an additional 25,000 shares of common stock at a price of $12.00 per share.
• Both sales, totaling 75,000 shares, were conducted pursuant to a Rule 10b5-1 trading plan adopted on March 10, 2025.
• Also on June 10, 2025, Mr. Clifton acquired 14,902 shares of common stock through an annual grant of restricted stock units (RSUs) for his service as a director, with a transaction price of $0.
• Following these transactions, Mr. Clifton's direct beneficial ownership of Rigetti Computing common stock stands at 878,766 shares.
• The RSUs are set to vest in full on the earlier of the Issuer's 2026 annual meeting of stockholders (or the date immediately prior if service ends) or June 10, 2026, subject to continuous service.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While director sales can be seen negatively, these were pre-planned under a 10b5-1 plan, which reduces negative implications. The simultaneous RSU grant for director service is a positive sign of continued alignment and compensation.

Positives

• The grant of 14,902 Restricted Stock Units (RSUs) to Director Michael S. Clifton indicates continued compensation and alignment of interests with shareholders for his service.
• The RSU grant, vesting over the next year, provides an incentive for the director's ongoing commitment to the company.

Negatives

• Director Michael S. Clifton sold a total of 75,000 shares of common stock, which could be perceived negatively by investors as a reduction in insider holdings.
• The sales occurred at prices of $11.76 and $12.00 per share, representing a significant liquidation of a portion of his holdings.

Risks

• The Power of Attorney explicitly states that it does not relieve the undersigned (Michael S. Clifton) from responsibility for compliance with obligations under Section 13 or Section 16 of the Exchange Act, including reporting requirements and potential disgorgement of profits under Section 16(b).

Future Outlook

The 14,902 Restricted Stock Units granted to Director Michael S. Clifton are scheduled to vest in full on the earlier of the Issuer's 2026 annual meeting of stockholders or June 10, 2026, contingent upon his continuous service as a director.

Management Comments

• The transactions were signed by Jeffrey Bertelsen, Attorney-in-Fact for Michael S. Clifton, indicating the use of a Power of Attorney for SEC filings.

Industry Context

This Form 4 filing details routine insider transactions for a director at Rigetti Computing, a company operating in the nascent and rapidly evolving quantum computing industry. Such filings are common for public companies and reflect individual compensation and liquidity management rather than broader industry trends.

Corporate Governance

Related Party Transactions

• The acquisition of 14,902 shares represents an annual grant of restricted stock units (RSUs) from Rigetti Computing, Inc. to Michael S. Clifton for his service as a director, which is a standard form of compensation for a related party (director).

Stakeholder Impact

• Shareholders: The sale of shares by a director, even under a 10b5-1 plan, might be viewed with caution, but the simultaneous RSU grant indicates continued commitment. The overall impact on shareholder confidence is likely minimal given the pre-planned nature of the sales and the routine nature of the RSU grant.
• Management/Employees: The RSU grant is part of the compensation structure for directors, aligning their interests with long-term company performance.

Next Steps

• The 14,902 RSUs granted to Michael S. Clifton are expected to vest on the earlier of the 2026 annual meeting of stockholders or June 10, 2026, subject to his continuous service.

Key Dates

Recommendation

Keywords

Rigetti Computing, RGTI, Form 4, Insider Trading, Stock Sales, Restricted Stock Units, RSU Grant, Director Transactions, 10b5-1 Plan, Quantum Computing