Form 4: Rigetti Director Sells Shares and Warrants

Rigetti Computing Director Michael S. Clifton sold 150,000 shares of common stock and 100,000 warrants under a pre-arranged trading plan.

Summary

• Michael S. Clifton, a Director of Rigetti Computing, Inc. (RGTI), reported transactions on December 9, 2025.
• Clifton sold 150,000 shares of Rigetti Computing Common Stock at a weighted average price of $27.3387 per share, with individual transaction prices ranging from $27.07 to $27.65.
• Following this sale, Clifton directly beneficially owns 503,766 shares of Common Stock.
• Clifton also sold 64,275 warrants (right to buy Common Stock at $11.5) at a weighted average price of $16.2837 per warrant, with individual transaction prices ranging from $15.60 to $16.59.
• Additionally, Clifton sold 35,725 warrants (right to buy Common Stock at $11.5) at a weighted average price of $16.7222 per warrant, with individual transaction prices ranging from $16.60 to $16.99.
• Both warrant sales relate to warrants that are fully vested and exercisable, with an expiration date of March 2, 2027.
• Following these warrant sales, Clifton directly beneficially owns 291,975 warrants from the first transaction type and 256,250 warrants from the second transaction type.
• All reported transactions were made pursuant to a Rule 10b5-1 trading plan adopted by Clifton on March 10, 2025.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be perceived negatively, the execution under a pre-arranged Rule 10b5-1 trading plan mitigates the implication that the sale is based on new, negative material non-public information. It is a routine disclosure of a planned transaction.

Positives

• The transactions were conducted under a Rule 10b5-1 trading plan, adopted on March 10, 2025, indicating pre-planned sales not necessarily driven by new, negative material non-public information.

Negatives

• A director selling a significant number of shares (150,000) and warrants (100,000 total) could be perceived by the market as a lack of confidence, even if pre-planned.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• 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/warrants sold at each separate price within the reported ranges.

Industry Context

This filing is a routine insider transaction disclosure and does not provide information directly related to broader industry trends or competitors.

Stakeholder Impact

• Shareholders: May interpret the insider selling as a negative signal, potentially leading to downward pressure on the stock price, despite the 10b5-1 plan, due to general market perception of insider sales.

Next Steps

• The Reporting Person has undertaken to provide full information regarding the number of shares/warrants sold at each separate price within the reported ranges upon request from the Issuer, security holders, or the SEC staff.

Key Dates

Recommendation

The sale by a director, while significant in volume, was executed under a pre-arranged Rule 10b5-1 trading plan. This indicates the transaction was planned in advance and not necessarily based on new material non-public information, making it a less immediate indicator of future company performance compared to an unplanned sale. Investors should monitor future insider activity and company fundamentals rather than reacting solely to this single transaction.

Keywords

Rigetti Computing, RGTI, Form 4, insider trading, stock sale, warrant sale, Michael S. Clifton, director, 10b5-1 plan