Rivian (RIVN) CFO nets RSU share award after tax withholding

Rhea-AI Filing Summary

Rivian Automotive Chief Financial Officer Claire McDonough reported two related stock transactions in Class A Common Stock. She acquired 24,475 shares through a restricted stock unit (RSU) award that vested on March 4, 2026. In a separate move, 12,453 shares were withheld by Rivian at a price of $15.10 per share to cover tax withholding obligations tied to that vesting. After these transactions, she directly owned 692,858 shares of Rivian Class A Common Stock.

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).

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)
03/04/2026

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	03/04/2026		A		24,475(1)	A	$0	705,311	D
Class A Common Stock	03/04/2026		F		12,453(2)	D	$15.1(3)	692,858	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. Represents an award of 24,475 restricted stock units ("RSUs") which vested on March 4, 2026.

2. 12,453 shares of Class A Common Stock were withheld by the Company for the purposes of satisfying tax withholding obligations in connection with such RSUs vesting.

3. The closing price of the Company's Class A Common Stock on March 3, 2026.

Remarks:

	/s/ Jamie Chung, Attorney-in-Fact	03/05/2026
	** 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.
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FAQ

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

Claire McDonough reported an RSU vesting and related tax withholding. She received 24,475 shares of Class A Common Stock from vested restricted stock units, and 12,453 shares were withheld by Rivian to satisfy tax withholding obligations tied to that vesting event.

How many Rivian RSUs vested for CFO Claire McDonough on March 4, 2026?

An award of 24,475 restricted stock units vested for Claire McDonough on March 4, 2026. These RSUs converted into an equivalent number of Class A Common Stock shares, increasing her direct share ownership before the related tax withholding transaction was applied.

Why were 12,453 Rivian shares withheld in Claire McDonough’s Form 4 filing?

Rivian withheld 12,453 shares of Class A Common Stock to cover tax withholding obligations. This withholding was directly connected to the vesting of the 24,475 restricted stock units reported, and used a share price of $15.10 based on the prior day’s closing price.

What was the share price used for Rivian’s tax withholding on Claire McDonough’s RSUs?

The company used a price of $15.10 per share for the 12,453 withheld shares. A footnote explains that this amount reflects the closing price of Rivian’s Class A Common Stock on March 3, 2026, when calculating tax withholding for the vested RSUs.

How many Rivian shares does CFO Claire McDonough own after these transactions?

After the RSU vesting and tax withholding transactions, Claire McDonough directly owns 692,858 shares of Rivian Class A Common Stock. This figure reflects the net position following the 24,475-share RSU award and the 12,453 shares withheld for taxes.

Did Rivian CFO Claire McDonough sell shares on the open market in this Form 4?

No open-market sale was reported; the disposition was for tax withholding. The Form 4 shows 12,453 shares were withheld by Rivian to satisfy tax obligations connected to RSU vesting, categorized as a tax-withholding disposition rather than a discretionary market sale.