=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-05-28
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Rigetti Computing, Inc. (RGTI)
CIK: 0001838359
--- Reporting Owner ---
Name: Kulkarni Subodh K
CIK: 0001388191
Role: Director, Officer (President and CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-05-28 | Code: M (Exercise of derivative)
Shares: +70,000 | Price: $0.96
Total Value: $67,466.00
Shares Owned After: 70,000 | Ownership: D (Direct)
[Transaction #2]
Security: Common Stock
Date: 2026-05-28 | Code: M (Exercise of derivative)
Shares: +111,111 | Price: $1.05
Total Value: $116,666.55
Shares Owned After: 181,111 | Ownership: D (Direct)
[Transaction #3]
Security: Common Stock
Date: 2026-05-28 | Code: M (Exercise of derivative)
Shares: +33,490 | Price: $1.41
Total Value: $47,220.90
Shares Owned After: 214,601 | Ownership: D (Direct)
[Transaction #4]
Security: Common Stock
Date: 2026-05-28 | Code: S (Open market sale)
Shares: -43,190 | Price: $26.23
Total Value: $1,132,839.15
Shares Owned After: 171,411 | Ownership: D (Direct)
Footnotes:
[F1] Represents shares sold by the Reporting Person in order to pay the exercise price of stock options and/or to cover certain taxes in connection with the exercise of stock options.
[F2] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.20 to $26.69, 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.
[Transaction #5]
Security: Common Stock
Date: 2026-06-01 | Code: S (Open market sale)
Shares: -61,000 | Price: $24.38
Total Value: $1,487,064.10
Shares Owned After: 110,411 | Ownership: D (Direct)
Footnotes:
[F1] Represents shares sold by the Reporting Person in order to pay the exercise price of stock options and/or to cover certain taxes in connection with the exercise of stock options.
[F3] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.08 to $24.73, 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.
--- Derivative Transactions ---
[Transaction #1]
Security: Employee Stock Option (right to buy)
Date: 2026-05-28 | Code: M (Exercise of derivative)
Shares: -70,000 | Price: $0.00
Exercisable: N/A | Expires: 2032-12-11
Shares Owned After: 430,000 | Ownership: D (Direct)
Footnotes:
[F4] The stock option is fully vested and exercisable.
[Transaction #2]
Security: Employee Stock Option (right to buy)
Date: 2026-05-28 | Code: M (Exercise of derivative)
Shares: -111,111 | Price: $0.00
Exercisable: N/A | Expires: 2033-11-21
Shares Owned After: 888,889 | Ownership: D (Direct)
Footnotes:
[F5] One-thirty-sixth (1/36th) of this option vested and became exercisable on December 22, 2023, with the remainder vesting in equal monthly installments on the 22nd day of each calendar month thereafter, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.
[Transaction #3]
Security: Employee Stock Option (right to buy)
Date: 2026-05-28 | Code: M (Exercise of derivative)
Shares: -33,490 | Price: $0.00
Exercisable: N/A | Expires: 2034-11-14
Shares Owned After: 966,510 | Ownership: D (Direct)
Footnotes:
[F6] One-thirty-sixth (1/36th) of this option vested and became exercisable on December 15, 2024, with the remainder vesting in equal monthly installments on the 15th day of each calendar month thereafter, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.
--- Footnotes (Complete Index) ---
F1: Represents shares sold by the Reporting Person in order to pay the exercise price of stock options and/or to cover certain taxes in connection with the exercise of stock options.
F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.20 to $26.69, 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.
F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.08 to $24.73, 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.
F4: The stock option is fully vested and exercisable.
F5: One-thirty-sixth (1/36th) of this option vested and became exercisable on December 22, 2023, with the remainder vesting in equal monthly installments on the 22nd day of each calendar month thereafter, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.
F6: One-thirty-sixth (1/36th) of this option vested and became exercisable on December 15, 2024, with the remainder vesting in equal monthly installments on the 15th day of each calendar month thereafter, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.
--- Signature ---
/s/ /s/ Jeffrey Bertelsen, Attorney-in-Fact (2026-06-01)