Rigetti (NASDAQ: RGTI) CFO granted 180,000 options, sells shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rigetti Computing chief financial officer Jeffrey A. Bertelsen received an option grant for 180,000 shares of common stock at an exercise price of $16.99 per share. These options begin vesting monthly starting in April 2026 over 36 months, subject to his continued service.

On the same date, he sold 4,270 shares of common stock at a weighted average price of $17.5186 per share in nondiscretionary “sell to cover” transactions to satisfy tax withholding obligations tied to RSU settlement. After this sale, he directly holds 175,609 shares of common stock.

Insights

Routine equity grant with tax-related share sale; limited signaling value.

Rigetti Computing's CFO received 180,000 stock options at an exercise price of $16.99, vesting monthly over 36 months starting in April 2026. This structure ties compensation to longer-term share performance and service continuity.

He also sold 4,270 common shares at a weighted average of $17.5186 per share. Footnotes state these were nondiscretionary "sell to cover" trades to meet tax withholding on RSU settlement, a common administrative mechanism rather than an elective portfolio move.

Following the sale, he directly holds 175,609 common shares, indicating a substantial ongoing equity stake. With no remaining derivative positions disclosed in this filing and the sale framed as tax-driven, the overall signal appears routine rather than thesis-changing for investors.

Insider Trade Summary

Net Seller: 4,270 shares ($74,804)

Net Sell 2 txns

Insider Bertelsen Jeffrey A.

Role CHIEF FINANCIAL OFFICER

Sold 4,270 shs ($75K)

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (Right to Buy)	180,000	$0.00	--
Sale	Common Stock	4,270	$17.5186	$75K

Holdings After Transaction: Employee Stock Option (Right to Buy) — 180,000 shares (Direct); Common Stock — 175,609 shares (Direct)

Footnotes (1)

The sales reported in this row represent nondiscretionary sales of shares required to be sold by the Reporting Person pursuant to sell to cover transactions to satisfy tax withholding obligations in connection with the settlement of RSUs. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.35 to $17.60, inclusive. 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 sold at each separate price within the range set forth in this footnote. One-thirty-sixth (1/36th) of these stock options vest and become exercisable on the 10th day of each calendar month commencing in April 2026, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.

Form 4 Insider Transactions: What Each Field Means →

03/11/2026 - 04:49 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bertelsen Jeffrey A.

(Last)

(First)

(Middle)

C/O RIGETTI COMPUTING, INC.

775 HEINZ AVENUE

(Street)

BERKELEY

94710

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rigetti Computing, Inc. [ RGTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2026		S⁽¹⁾		4,270	D	$17.5186⁽²⁾	175,609	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$16.99	03/10/2026		A		180,000		⁽³⁾	03/09/2036	Common Stock	180,000	$0	180,000	D

Explanation of Responses:

1. The sales reported in this row represent nondiscretionary sales of shares required to be sold by the Reporting Person pursuant to sell to cover transactions to satisfy tax withholding obligations in connection with the settlement of RSUs.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.35 to $17.60, inclusive. 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 sold at each separate price within the range set forth in this footnote.

3. One-thirty-sixth (1/36th) of these stock options vest and become exercisable on the 10th day of each calendar month commencing in April 2026, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.

	/s/ Jeffrey Bertelsen	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What equity award did Rigetti (RGTI) grant to its CFO in this Form 4?

Rigetti granted CFO Jeffrey A. Bertelsen stock options for 180,000 shares of common stock at an exercise price of $16.99 per share. The options vest monthly over 36 months starting in April 2026, conditioned on his continued service with the company.

How do the new Rigetti (RGTI) CFO stock options vest over time?

One-thirty-sixth of the 180,000 stock options vest and become exercisable on the 10th day of each calendar month beginning in April 2026. Vesting continues monthly for 36 months, provided CFO Jeffrey A. Bertelsen remains in continuous service with Rigetti.

Why did the Rigetti (RGTI) CFO sell 4,270 shares of common stock?

The 4,270 Rigetti common shares were sold as nondiscretionary “sell to cover” transactions for tax withholding on RSU settlement. Footnotes explain the sales were required to satisfy tax obligations, rather than discretionary open-market sales for portfolio or valuation reasons.

What price did the Rigetti (RGTI) CFO receive for the shares sold?

The reported sale price is a weighted average of $17.5186 per share for 4,270 shares. Footnotes note multiple trades between $17.35 and $17.60 per share, and confirm detailed breakdowns are available on request from Rigetti, its shareholders, or regulators.

How many Rigetti (RGTI) shares does the CFO hold after these transactions?

After the tax-related sale, CFO Jeffrey A. Bertelsen directly holds 175,609 shares of Rigetti common stock. This post-transaction balance reflects his remaining equity position following the 4,270-share “sell to cover” sale and does not include the newly granted, unexercised options.

When do the Rigetti (RGTI) CFO stock options expire if unexercised?

The newly granted stock options to CFO Jeffrey A. Bertelsen expire on March 9, 2036 if not exercised. This long-dated expiration provides an extended window during which vested options can be exercised, subject to standard company and plan-specific conditions.