Rivian (RIVN) CAO has 42,082 shares withheld to cover RSU tax bill

Rhea-AI Filing Summary

Rivian Automotive Chief Administrative Officer Michael John Callahan reported a tax-related share disposition tied to equity compensation. On the vesting of 82,703 Restricted Stock Units on May 15, 2026, 42,082 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations at a reference price of $14.52 per share. After this withholding, Callahan directly holds 1,072,176 shares of Rivian Class A Common Stock, indicating this was a routine compensation and tax event rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CALLAHAN MICHAEL JOHN

Role Chief Administrative Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	42,082	$14.52	$611K

Holdings After Transaction: Class A Common Stock — 1,072,176 shares (Direct, null)

Footnotes (1)

1. 42,082 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 82,703 Restricted Stock Units on May 15, 2026. The closing price of the Issuer's Class A Common Stock on May 14, 2026.

Key Figures

Shares withheld for taxes: 42,082 shares RSUs vested: 82,703 units Reference share price: $14.52 per share +1 more

4 metrics

Shares withheld for taxes 42,082 shares Class A Common Stock withheld for tax obligations on May 15, 2026

RSUs vested 82,703 units Restricted Stock Units vesting on May 15, 2026

Reference share price $14.52 per share Closing price of Class A Common Stock on May 14, 2026

Shares held after transaction 1,072,176 shares Direct Class A Common Stock holdings following tax withholding

Key Terms

Restricted Stock Units, tax withholding obligations, Class A Common Stock, closing price

4 terms

Restricted Stock Units financial

"in connection with the vesting of 82,703 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

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

Class A Common Stock financial

"42,082 shares of Class A Common Stock were withheld by the Company"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

closing price financial

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

Form 4 Insider Transactions: What Each Field Means →

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^*

CALLAHAN MICHAEL JOHN

(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 Administrative 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/15/2026		F		42,082(1)	D	$14.52(2)	1,072,176	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 42,082 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 82,703 Restricted Stock Units on May 15, 2026.

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

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)

FAQ

What insider transaction did Rivian (RIVN) report for Michael John Callahan?

Rivian reported that Chief Administrative Officer Michael John Callahan had 42,082 shares of Class A Common Stock withheld. These shares covered tax obligations arising from the vesting of 82,703 Restricted Stock Units on May 15, 2026.

Did Michael John Callahan sell Rivian (RIVN) shares on the open market?

No, the filing shows a tax-withholding disposition, not an open-market sale. Rivian withheld 42,082 shares of Class A Common Stock to satisfy Callahan’s tax obligations when his Restricted Stock Units vested.

How many Rivian (RIVN) shares does Michael John Callahan hold after this transaction?

After the tax withholding transaction, Michael John Callahan directly holds 1,072,176 shares of Rivian Class A Common Stock. This figure reflects his position following the RSU vesting and related share withholding on May 15, 2026.

What equity award triggered the Rivian (RIVN) tax withholding for Michael John Callahan?

The tax withholding was triggered by the vesting of 82,703 Restricted Stock Units on May 15, 2026. To cover associated tax obligations, Rivian withheld 42,082 shares of Class A Common Stock from the vested amount.

What price was used for the Rivian (RIVN) tax-withholding shares?

The withheld shares were valued using the $14.52 closing price of Rivian’s Class A Common Stock on May 14, 2026. This price was referenced in determining the value of the 42,082 shares used to satisfy tax obligations.