Form 4: Rigetti Director Sells Shares Via Pre-Set 10b5-1 Plan

A director at Rigetti Computing, Thomas J. Iannotti, sold 100,000 shares of common stock for approximately $1.67 million after exercising options, pursuant to a pre-arranged 10b5-1 trading plan.

Summary

• Director Thomas J. Iannotti executed a pre-scheduled transaction under a Rule 10b5-1 trading plan, which was adopted on May 15, 2025.
• On August 14, 2025, Iannotti exercised stock options to acquire 100,000 shares of Rigetti Computing common stock at an exercise price of $1.17 per share.
• Concurrently, Iannotti sold 100,000 shares of common stock at a weighted average price of $16.6987 per share, generating approximately $1,669,870 in proceeds.
• The shares were sold in multiple transactions at prices ranging from $16.58 to $16.76, inclusive.
• Following these transactions, Iannotti directly holds 14,902 shares of common stock.
• Iannotti also retains 620,000 unexercised stock options with an exercise price of $1.17, of which 1/3 vested on November 15, 2024, with the remainder vesting in two equal annual installments thereafter, subject to continuous service, and expiring on November 14, 2033.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While a director selling shares might initially seem negative, the transaction was executed under a pre-arranged Rule 10b5-1 trading plan adopted months prior. This indicates the sale was not an opportunistic reaction to recent events or non-public information. The director also retains a significant number of unexercised options, suggesting continued long-term alignment with the company's success. The substantial profit realized from the option exercise and sale is a positive for the individual, reflecting past stock appreciation.

Positives

• The director realized a significant profit from exercising options at $1.17 and selling shares at an average of $16.6987, indicating a substantial personal gain.
• The transaction was executed under a Rule 10b5-1 trading plan, which suggests the decision to sell was made in advance and not based on recent non-public information, reducing concerns about opportunistic selling.

Negatives

• The sale of a substantial number of shares (100,000) by a director, even under a 10b5-1 plan, can be perceived by some investors as a reduction in the director's direct equity exposure.
• The sale significantly reduced the director's direct common stock holdings from 114,902 to 14,902 shares.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction. The transactions reported are personal trading activities of a director under a pre-arranged plan.

Industry Context

This Form 4 filing details an insider stock transaction and does not provide information relevant to broader industry trends or competitive landscape within the quantum computing sector. Insider sales, even under 10b5-1 plans, are often scrutinized by investors for potential signals about management's confidence, but this specific filing offers no direct industry context.

Stakeholder Impact

• Shareholders may interpret the director's sale as a signal regarding future stock performance, potentially influencing investor sentiment and trading decisions, though the 10b5-1 plan mitigates some of this concern.
• The transaction itself does not directly impact employees, customers, suppliers, or creditors.

Next Steps

• Remaining stock options will continue to vest in two equal annual installments after November 15, 2024, subject to continuous service.

Key Dates

Recommendation

While the director's sale of shares, even under a 10b5-1 plan, can be seen as a signal, the transaction was pre-scheduled, reducing the immediate negative impact of an opportunistic sale. The director still retains a significant number of unexercised options, indicating continued long-term interest. Given the lack of other financial or strategic updates in this Form 4, a 'hold' recommendation is appropriate, advising investors to monitor future company performance and broader market trends rather than making a decision solely based on this insider transaction.

Keywords

Rigetti Computing, RGTI, SEC Form 4, Insider Trading, Stock Option Exercise, Share Sale, 10b5-1 Plan, Director Transaction, Quantum Computing