Rivian (NASDAQ: RIVN) CFO sells shares as RSUs vest and taxes withheld

Rhea-AI Filing Summary

Rivian Automotive Chief Financial Officer Claire McDonough reported two transactions in Class A common stock. She sold 27,133 shares in an open-market transaction at a weighted average price of $16.795 per share under a pre-arranged Rule 10b5-1 trading plan adopted on September 2, 2025, leaving her with 680,836 shares directly held after this sale.

Separately, 22,048 shares were withheld by Rivian on February 15, 2026 to cover tax obligations tied to the vesting of 59,426 restricted stock units, a non-open-market disposition associated with equity compensation.

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
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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).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F		22,048(1)	D	$17.73(2)	707,969	D
Class A Common Stock	02/18/2026		S(3)		27,133	D	$16.795(4)	680,836	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. 22,048 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 59,426 Restricted Stock Units on February 15, 2026.

2. The closing price of the Issuer's Class A Common Stock on February 13, 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 $16.49 to $17.08, 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	02/18/2026
	** 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.

FAQ

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

Rivian reported that CFO Claire McDonough sold 27,133 shares of Class A common stock in an open-market transaction and had 22,048 shares withheld to cover taxes on RSU vesting, both reducing her directly held share count.

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

Claire McDonough sold 27,133 Rivian Class A shares in an open-market transaction at a weighted average price of $16.795 per share, with individual trade prices ranging from $16.49 to $17.08, according to the weighted-average sale footnote.

Was the Rivian (RIVN) CFO’s stock sale under a Rule 10b5-1 plan?

Yes. The sale of 27,133 Rivian Class A shares by CFO Claire McDonough was executed under a Rule 10b5-1 trading plan adopted on September 2, 2025, as previously described in Rivian’s Form 10-Q for the quarter ended September 30, 2025.

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

After the reported open-market sale, Claire McDonough directly holds 680,836 shares of Rivian Class A common stock. The separate tax-withholding transaction related to RSU vesting left her with 707,969 shares immediately after that event, before the subsequent open-market sale.

Why were 22,048 Rivian (RIVN) shares withheld from the CFO’s RSU vesting?

Rivian withheld 22,048 Class A shares from Claire McDonough to satisfy tax withholding obligations related to the vesting of 59,426 restricted stock units on February 15, 2026, a common practice to cover income and payroll tax due on equity compensation.

What were the price details for the Rivian (RIVN) CFO’s stock sale?

The filing reports a weighted average sale price of $16.795 per share. A footnote explains that the 27,133 shares were sold in multiple trades at prices ranging from $16.49 to $17.08, and detailed breakdowns are available on request from specified parties.