[Form 3] Rivian Automotive, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Michael John Callahan, Chief Administrative Officer of Rivian Automotive (RIVN), filed an initial Form 3 statement disclosing his beneficial ownership position as of June 11, 2025. The filing reveals significant equity holdings in both direct shares and stock options.

Key holdings include:

• 930,753 Class A Common Stock shares, comprising 203,685 shares from vested RSUs, 5,842 shares from ESPP purchases, and 721,226 unvested RSUs with various vesting schedules through 2025
• Stock Options totaling 1,986,068 shares: - 1,025,116 shares at $13.02 (expires 2033) - 264,086 shares at $10.90 (expires 2034) - 696,866 shares at $11.15 (expires 2035)

The unvested RSUs follow a structured vesting schedule over quarterly periods, while stock options vest annually at 20-25% over 4-5 years, indicating a long-term retention strategy for the executive.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

CALLAHAN MICHAEL JOHN

(Last) (First) (Middle)

C/O RIVIAN AUTOMOTIVE, INC.

14600 MYFORD ROAD

(Street)

IRVINE CA 92606

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2025

3. Issuer Name and Ticker or Trading Symbol
Rivian Automotive, Inc. / DE [ RIVN ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Administrative Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	930,753(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	(2)	03/20/2033	Class A Common Stock	1,025,116	$13.02	D
Stock Option	(3)	05/13/2034	Class A Common Stock	264,086	$10.9	D
Stock Option	(4)	04/21/2035	Class A Common Stock	696,866	$11.15	D

Explanation of Responses:

1. Consists of: (i) 203,685 shares resulting from previously vested Restricted Stock Units ("RSUs"), (ii) 5,842 shares purchased pursuant to the Issuer's 2021 Employee Stock Purchase Plan, and (iii) 721,226 unvested RSUs. Of the aggregate 721,226 unvested RSUs: (i) 224,245 of such unvested RSUs will vest over the next seven quarterly anniversaries after May 15, 2025, (ii) 148,548 of such unvested RSUs will vest over the next twelve quarterly anniversaries after May 15, 2025, and (iii) 348,433 of such unvested RSUs will vest over the next sixteen quarterly anniversaries after May 15, 2025. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock and has no expiration date.

2. The stock option vests annually as to 25% of the underlying shares over the four anniversaries after March 20, 2023.

3. The stock option vests annually as to 25% of the underlying shares over the four anniversaries after May 13, 2024.

4. The stock option vests annually as to 20% of the underlying shares over the five anniversaries after April 21, 2025.

Remarks:

	/s/ Jamie Chung, Attorney-in-Fact	06/20/2025
	** 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 5 (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.

FAQ

How many shares of RIVN Class A Common Stock does Michael Callahan own directly?

According to the Form 3 filing, Michael Callahan directly owns 930,753 shares of RIVN Class A Common Stock, which consists of 203,685 shares from previously vested RSUs, 5,842 shares purchased through the Employee Stock Purchase Plan, and 721,226 unvested RSUs.

What stock options does RIVN's Chief Administrative Officer Michael Callahan hold?

Michael Callahan holds three sets of stock options: 1) 1,025,116 shares at $13.02 expiring March 20, 2033, 2) 264,086 shares at $10.90 expiring May 13, 2034, and 3) 696,866 shares at $11.15 expiring April 21, 2035.

What is the vesting schedule for Michael Callahan's RIVN RSUs as of June 2025?

Callahan's 721,226 unvested RSUs vest as follows: 224,245 RSUs vest over seven quarterly anniversaries after May 15, 2025; 148,548 RSUs vest over twelve quarterly anniversaries after May 15, 2025; and 348,433 RSUs vest over sixteen quarterly anniversaries after May 15, 2025.

When do RIVN CAO Michael Callahan's stock options vest?

Callahan's stock options vest on different schedules: The March 2033 options vest 25% annually over four years from March 20, 2023; the May 2034 options vest 25% annually over four years from May 13, 2024; and the April 2035 options vest 20% annually over five years from April 21, 2025.