Clifton Michael S. 4

What Happened
Michael S. Clifton, a director of Rigetti Computing, sold 50,000 shares (reported as a derivative disposition) on February 9, 2026. The transaction was reported at a weighted average price of $6.94 per share for a total proceeds of $347,235. This is a sale (not a purchase), and because it was executed under a pre-established plan it is generally considered routine rather than an ad‑hoc market-timing signal.

Key Details

• Transaction date: 2026-02-09; filing date: 2026-02-10 (appears timely).
• Sale type: S (open market or private sale) with the filing classed as a derivative disposition.
• Price: weighted average $6.94; individual trade prices ranged $6.80–$7.01 (footnote F3).
• Total proceeds: $347,235.
• Footnote F1: Executed pursuant to a Rule 10b5-1 trading plan adopted March 10, 2025.
• Footnote F2: The derivative rights were fully vested and exercisable.
• Footnote F3: Reporting person can provide detailed per-trade prices on request.
• Shares owned after the transaction: not specified in the provided excerpt.

Context

• "Derivative" indicates the shares originated from derivative securities (e.g., option-related holdings or similar); footnote F2 confirms those rights were fully vested and exercisable. The sale was arranged via a 10b5-1 plan, which allows insiders to sell according to a preset schedule and is commonly used to avoid questions about insider timing.
• For retail investors: purchases are often viewed as stronger signals than routine sales. This filing documents a routine, pre-planned sale by a director rather than evidence of new insider buying.