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

Helene Gail Sandford, a Director at Rigetti Computing, Inc., reported the sale of 47,648 shares of common stock under a pre-arranged trading plan and the simultaneous acquisition of 14,902 restricted stock units as part of her annual director compensation.

Summary

• Helene Gail Sandford, a Director of Rigetti Computing, Inc. (RGTI), reported two transactions on June 10, 2025.
• She sold 47,648 shares of common stock at a weighted average price of $11.1852 per share, with prices ranging from $11.135 to $11.225.
• This sale was executed pursuant to a Rule 10b5-1 trading plan adopted on June 10, 2024.
• Concurrently, Ms. Sandford acquired 14,902 shares of common stock through an annual grant of restricted stock units (RSUs) at a price of $0.
• Following these transactions, Ms. Sandford directly beneficially owns 225,006 shares of Rigetti Computing common stock.
• The RSUs are scheduled to vest in full on the earlier of the Issuer's 2026 annual meeting of stockholders (or the day prior if service ends) or June 10, 2026, contingent on her continuous service as a director.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While a director sold shares, it was under a pre-arranged 10b5-1 plan, which mitigates negative interpretations. Simultaneously, the director received an RSU grant, indicating continued alignment and compensation, which is a positive signal.

Positives

• The grant of 14,902 restricted stock units (RSUs) at a $0 price indicates ongoing compensation for director service, aligning the director's interests with long-term shareholder value.
• The RSU vesting schedule, tied to continued service, suggests a commitment from the director to the company's future.

Negatives

• The sale of 47,648 shares by a director, even under a pre-arranged plan, reduces the director's direct equity stake in the company.

Future Outlook

The 14,902 Restricted Stock Units granted to the director are expected to vest in full on the earlier of the Issuer's 2026 annual meeting of stockholders or June 10, 2026, subject to continuous service.

Management Comments

• The sale transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 10, 2024.
• The price reported for the sale is a weighted average, with shares sold in multiple transactions ranging from $11.135 to $11.225.
• The acquisition represents an annual grant of restricted stock units for service as a director of the Issuer, vesting subject to continuous service.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, common across all publicly traded companies, and does not provide specific insights into broader industry trends within the quantum computing sector.

Corporate Governance

Related Party Transactions

• The sale of common stock by Helene Gail Sandford, a director of Rigetti Computing, Inc., is a transaction involving a related party.
• The acquisition of 14,902 Restricted Stock Units (RSUs) by Helene Gail Sandford as an annual grant for her service as a director constitutes a compensation-related transaction with a related party.

Stakeholder Impact

• Shareholders: The transactions provide transparency into director stock ownership changes, which can influence investor perception, though these specific transactions are routine.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• The 14,902 Restricted Stock Units (RSUs) are expected to vest on the earlier of Rigetti Computing's 2026 annual meeting of stockholders or June 10, 2026, contingent on the director's continuous service.

Key Dates

Keywords

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