Rivian Automotive, Inc. / De SEC Filings

Rivian Automotive, Inc. (RIVN)November 15, 2025, 30,179 shares of Class A common stock were withheld by the company to cover tax obligations tied to the vesting of 59,428 restricted stock units.

The shares were valued using the closing price of $15.11 per share on November 14, 2025. After this tax withholding, the reporting person beneficially owned 759,266 shares of Rivian Class A common stock in direct ownership.

Rivian Automotive, Inc. (RIVN) reported an insider equity transaction by its Chief Administrative Officer. On November 15, 2025, 33,614 shares of Class A common stock were withheld by the company to cover tax obligations triggered by the vesting of 66,191 restricted stock units. The tax withholding price was based on the closing price of $15.11 per share on November 14, 2025. After this tax-related withholding, the reporting officer beneficially owned 863,525 shares of Rivian Class A common stock directly.

Rivian Automotive, Inc. (RIVN) reported an insider equity transaction by a company officer who serves as Chief Accounting Officer. On November 15, 2025, 32,665 Restricted Stock Units vested, and 13,377 shares of Class A common stock were automatically withheld by the company to cover tax withholding obligations related to that vesting. The withholding was reported at a reference price of $15.11 per share, which reflects the closing price of Rivian’s Class A common stock on August 14, 2025. Following this tax-related transaction, the officer beneficially owns 489,794 shares of Rivian Class A common stock directly.

Rivian Automotive (RIVN) reported an insider transaction on Form 4: its Chief Executive Officer and director sold 52,350 shares of Class A common stock on 11/11/2025 at a weighted average price of $16.5966. The sale was effected automatically under a previously disclosed Rule 10b5-1 trading plan adopted on March 14, 2025 and amended on June 11, 2025.

Following the transaction, beneficial ownership was 1,246,405 shares held directly, 2,297 shares held indirectly via an LLC, and 2,632,766 shares held indirectly via a trust. The trades occurred in multiple executions between $16.23 and $16.90.

Rivian Automotive (RIVN) reported insider equity award changes involving its CEO. On November 6, 2025, the company canceled the 2021 CEO Performance Award and granted a new 2025 CEO Award. The new grant is a stock option for 36,500,000 shares of Class A common stock with an exercise price of $15.22 and an expiration date of 11/06/2035.

The prior performance award reflected a stock option covering 20,355,946 shares at an exercise price of $21.72 that was disposed in connection with the exchange. The 2025 CEO Award vests in tranches: 22,000,000 shares based on stock price thresholds and 14,500,000 shares based on financial performance targets, subject to continued service. A separate time-based option granted alongside the 2021 award remains outstanding and continues to vest, including 6,785,315 shares vesting in six substantially equal annual installments beginning on the first anniversary of Rivian’s IPO. Following the reported transactions, derivative securities beneficially owned include 36,500,000 (new award) and 4,922,182 (time-based option).

Rivian Automotive (RIVN) updated CEO compensation. The Board’s Compensation Committee cancelled the previously disclosed 2021 CEO Performance Award for options to purchase up to 20,355,946 shares and granted a new option for up to 36,500,000 shares of Class A common stock to CEO Dr. Robert J. Scaringe under the 2021 Plan. The exercise price is $15.22 per share, and vesting is entirely performance- and service-based, with tranches tied to stock price hurdles and financial targets. The Committee stated vesting of stock-price tranches would reflect nearly $153 billion in incremental stockholder value versus current market capitalization if achieved.

The 2025 CEO Award allocates up to 22,000,000 shares across eleven stock price hurdles from $40 to $140 (measured over any 120 consecutive trading days), and up to 14,500,000 shares based on adjusted operating income and cash flow from operations targets measured through December 31, 2032. Service-based vesting occurs annually over five to seven years. The Committee does not intend to grant additional discretionary equity awards during 2026. Dr. Scaringe’s annual base salary increased from $1,000,000 to $2,000,000. Separately, Mind Robotics issued 1,000,000 common units to Dr. Scaringe, providing up to a 10% economic interest once profit thresholds are exceeded. Issuance of shares under the option is subject to HSR Act waiting periods.

Rivian Automotive (RIVN) reported Q3 2025 results showing higher revenue and its first positive gross profit. Total revenue reached $1,558 million, up from $874 million a year ago, with Automotive at $1,142 million and Software and Services at $416 million. Cost of revenues was $1,534 million, yielding gross profit of $24 million versus a loss last year.

Operating expenses were $1,007 million, resulting in a loss from operations of $983 million and a net loss attributable to common stockholders of $1,173 million, or $0.96 per share. Cash and cash equivalents were $4,441 million and short‑term investments were $2,647 million as of September 30, 2025. Inventory declined to $1,638 million. Deferred revenue and related contract liabilities rose to $2,335 million, largely tied to the Volkswagen Group joint venture.

During the period, Rivian received $1,000 million from Volkswagen Group in exchange for $750 million of Class A shares (51,502,854 shares at $14.56), with the $250 million premium recorded as deferred revenue. Long-term debt stood at $4,438 million, reflecting issuance of 2031 Green Secured Notes and repayment of 2026 Notes. As of October 21, 2025, Class A shares outstanding were 1,222,000,615 and Class B were 3,912,500.

Rivian Automotive (RIVN) furnished its financial results for the third quarter ended September 30, 2025. The company provided a press release and a shareholder letter as exhibits to this Form 8‑K and will host an audio webcast on November 4, 2025 at 2:00pm PT / 5:00pm ET to discuss the quarter.

The materials reference non‑GAAP financial measures, with reconciliations available in the press release and letter. The information under Item 2.02, including Exhibits 99.1 and 99.2, is furnished and not filed under the Exchange Act, and is not incorporated by reference except as expressly stated in other filings.

Rivian Automotive, Inc. announced a settlement of the securities class action pending in the U.S. District Court for the Central District of California, captioned Charles Larry Crews, Jr. v. Rivian Automotive, Inc., et al., Case No. 2:22-cv-01524-JLS-E. The company disclosed the development in an 8-K under Item 8.01 on October 23, 2025.

Rivian filed a related press release as Exhibit 99.1. The filing lists the company’s Class A common stock under the symbol RIVN on The Nasdaq Stock Market.