Clifton Michael S. 4

What Happened

• Michael S. Clifton, a director of Rigetti Computing, was granted 9,208 restricted stock units (RSUs) on 2026-06-09. The grant was reported as an award/acquisition (code A) at $0.00 per share (acquisition value $0). The RSUs will convert to shares only upon vesting.

Key Details

• Transaction date: 2026-06-09; Form 4 filed 2026-06-10 (appears timely).
• Transaction type/code: Award of RSUs (A); acquisition price reported $0.00.
• Shares granted: 9,208 RSUs.
• Vesting: Per footnote, the RSUs vest in full on the earlier of the Issuer’s 2027 annual meeting (or immediately prior if director service ends) or June 9, 2027, subject to continuous service.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• No sale, exercise, or tax-withholding event reported in this transaction.

Context

• RSUs are a form of compensation that convert to actual shares only after vesting; they do not represent immediately tradable stock. Grants to directors as part of annual compensation are common and are not the same signal as an open-market purchase or sale. This filing documents the grant; it does not indicate a sale or exercise.