Were Rivian (RIVN) CFO share sales made under a Rule 10b5-1 plan?

Yes. The May 18, 2026 sale was executed pursuant to a Rule 10b5-1 trading plan adopted on September 2, 2025. Such plans pre-schedule trades, helping separate personal portfolio decisions from the timing of company-specific information.

Rivian (RIVN) CFO Claire McDonough sells shares, RSUs vest and taxes withheld

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rivian Automotive Chief Financial Officer Claire McDonough reported recent share movements in the company’s Class A common stock. She sold 5,544 shares on May 18, 2026 at a weighted average price of $13.4346 per share under a pre-arranged Rule 10b5-1 trading plan.

Separately, 38,640 shares were withheld on May 15, 2026 to cover tax obligations tied to the vesting of 75,939 Restricted Stock Units. After these transactions, she directly holds 902,630 shares of Rivian Class A common stock.

Insider Trade Summary 10b5-1

Net Seller: 5,544 shares ($74,481)

Net Sell 2 txns

Insider McDonough Claire

Role Chief Financial Officer

Sold 5,544 shs ($74K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	5,544	$13.4346	$74K
Tax Withholding	Class A Common Stock	38,640	$14.52	$561K

Holdings After Transaction: Class A Common Stock — 902,630 shares (Direct, null)

Footnotes (1)

38,640 shares of Class A Common Stock were withheld by the Company for the purposes of satisfying tax withholding obligations in connection with the vesting of 75,939 Restricted Stock Units on May 15, 2026. The closing price of the Issuer's Class A Common Stock on May 14, 2026. The sale reported in this transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 2, 2025, as described in the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the Securities and Exchange Commission on November 4, 2025. The price reported is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $13.24 to $13.78, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Key Figures

Open-market shares sold: 5,544 shares Sale price (weighted average): $13.4346 per share Tax withholding shares: 38,640 shares +4 more

7 metrics

Open-market shares sold 5,544 shares Class A Common Stock sale on May 18, 2026

Sale price (weighted average) $13.4346 per share Open-market sale on May 18, 2026

Tax withholding shares 38,640 shares Withheld for tax obligations on May 15, 2026

RSUs vested 75,939 units Restricted Stock Units vesting on May 15, 2026

Shares after tax withholding 908,174 shares Direct holdings after May 15, 2026 transaction

Shares after sale 902,630 shares Direct holdings after May 18, 2026 sale

Tax withholding price $14.52 per share Closing price on May 14, 2026 for withholding valuation

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Units, tax withholding obligations, weighted average sale price

4 terms

Rule 10b5-1 trading plan regulatory

"The sale reported in this transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Units financial

"in connection with the vesting of 75,939 Restricted Stock Units on May 15, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"were withheld by the Company for the purposes of satisfying tax withholding obligations in connection with the vesting"

weighted average sale price financial

"The price reported is a weighted average sale price. The shares were sold in multiple transactions"

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 07:23 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McDonough Claire

(Last)

(First)

(Middle)

C/O RIVIAN AUTOMOTIVE, INC.

14600 MYFORD ROAD

(Street)

IRVINE

CALIFORNIA

92606

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/15/2026		F		38,640⁽¹⁾	D	$14.52⁽²⁾	908,174	D
Class A Common Stock	05/18/2026		S⁽³⁾		5,544	D	$13.4346⁽⁴⁾	902,630	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 38,640 shares of Class A Common Stock were withheld by the Company for the purposes of satisfying tax withholding obligations in connection with the vesting of 75,939 Restricted Stock Units on May 15, 2026.

2. The closing price of the Issuer's Class A Common Stock on May 14, 2026.

3. The sale reported in this transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 2, 2025, as described in the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the Securities and Exchange Commission on November 4, 2025.

4. The price reported is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $13.24 to $13.78, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Jamie Chung, Attorney-in-Fact	05/19/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Rivian (RIVN) CFO Claire McDonough report?

Rivian CFO Claire McDonough reported two transactions: an open-market sale of 5,544 Class A shares on May 18, 2026, and a withholding of 38,640 shares on May 15, 2026 to satisfy tax obligations from RSU vesting.

How many Rivian (RIVN) shares did the CFO sell and at what price?

Claire McDonough sold 5,544 shares of Rivian Class A common stock. The weighted average sale price was $13.4346 per share, based on multiple trades executed within a price range between $13.24 and $13.78 during the same session.

Why were 38,640 Rivian (RIVN) shares withheld from the CFO?

Rivian withheld 38,640 Class A shares to cover tax withholding obligations. This was connected to the vesting of 75,939 Restricted Stock Units on May 15, 2026, meaning the shares were not sold on the market but retained by the company for tax payment.

How many Rivian (RIVN) shares does the CFO hold after these transactions?

Following the reported sale and tax withholding, Claire McDonough directly holds 902,630 shares of Rivian Class A common stock. This figure reflects her updated ownership position as disclosed in the Form 4 insider trading report.

What was the closing price reference in Rivian (RIVN) CFO’s tax withholding transaction?

The tax withholding disposition used the closing price of Rivian’s Class A common stock on May 14, 2026, reported as $14.52 per share. This price was applied to value the 38,640 shares withheld to satisfy associated tax obligations upon RSU vesting.