Rivian Insider Sale: Scaringe Disposes 17.45k Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Rivian CEO and director Robert J. Scaringe reported a sale of 17,450 shares of Class A common stock at $14 per share on 09/16/2025 under a previously disclosed Rule 10b5-1 trading plan. After the transaction, Scaringe beneficially owns 1,316,205 shares directly, plus 2,297 shares indirectly through an LLC and 2,632,766 shares indirectly through a trust, reflecting continued substantial ownership. The filing states the sale was effected automatically under a 10b5-1 plan adopted March 14, 2025 and amended June 11, 2025.

Positive

• Sale executed under a disclosed Rule 10b5-1 trading plan, indicating pre-planned and compliant insider trading
• Substantial continued insider ownership: 1,316,205 shares direct plus 2,297 via LLC and 2,632,766 via trust, showing strong alignment with shareholders
• Clear role disclosure identifying Robert J. Scaringe as Chief Executive Officer and director

Negative

• Insider sale of 17,450 shares at $14 reduces direct holdings, which some investors may interpret as a liquidity event

Insights

Financial Analyst

TL;DR: A routine Rule 10b5-1 sale by CEO Scaringe reduces direct holdings modestly while leaving substantial insider ownership intact.

The disclosed sale of 17,450 shares at $14 is small relative to Scaringe's combined direct and indirect holdings, which exceed several million shares. Because the sale was executed under a pre-established 10b5-1 plan, it indicates a planned, rule-compliant disposition rather than an ad hoc insider trade. For investors, the continued large beneficial ownership aligns management incentives with shareholders, and the transaction does not by itself signal a material change to the companys capital structure or governance.

Corporate Governance Expert

TL;DR: Disclosure of a 10b5-1 plan and modest automated sale reflects standard insider trading controls and transparency.

The Form 4 properly identifies Scaringes roles as CEO and director and documents the automatic sale under an established 10b5-1 plan. Filing the sale and listing direct and indirect holdings supports regulatory transparency. The presence of significant retained ownership via direct holdings, an LLC, and a trust suggests long-term alignment, while the automated nature reduces concerns about opportunistic timing.

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

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

1. Name and Address of Reporting Person^*

Scaringe Robert J

(Last) (First) (Middle)

C/O RIVIAN AUTOMOTIVE, INC.

14600 MYFORD ROAD

(Street)

IRVINE CA 92606

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. 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 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	09/16/2025		S(1)		17,450	D	$14	1,316,205	D
Class A Common Stock								2,297	I	By LLC
Class A Common Stock								2,632,766	I	By Trust

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. The sale reported in this transaction was effected automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted on March 14, 2025 and amended on June 11, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for each such quarter.

Remarks:

	/s/ Jamie Chung, Attorney-in-Fact	09/18/2025
	** 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 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.

FAQ

What did RIVN insider Robert Scaringe sell?

He sold 17,450 shares of Class A common stock at $14 per share on 09/16/2025.

Was the RIVN sale by Scaringe part of a planned trading program?

Yes. The Form 4 states the sale was effected automatically under a Rule 10b5-1 trading plan adopted March 14, 2025 and amended June 11, 2025.

How many RIVN shares does Scaringe beneficially own after the transaction?

Following the transaction he beneficially owns 1,316,205 shares directly, 2,297 shares indirectly via an LLC, and 2,632,766 shares indirectly via a trust.

What positions does the reporting person hold at Rivian (RIVN)?

The Form 4 lists Robert J. Scaringe as both Chief Executive Officer and a director of Rivian Automotive, Inc.

Does the Form 4 indicate any other derivative transactions or large dispositions?

No. The filing lists only the non-derivative sale of 17,450 Class A shares and shows existing direct and indirect holdings; no derivative transactions are reported.

Who signed the Form 4 on behalf of the reporting person?

The filing is signed by Jamie Chung, Attorney-in-Fact on behalf of the reporting person.