Rivian CEO nets share sale and RSU vesting

Q: Was the Rivian (RIVN) CEO’s share sale part of a Rule 10b5-1 plan?

Yes. The Form 4 states the 17,450-share sale on March 3, 2026 was effected automatically under a previously disclosed Rule 10b5-1 trading plan, adopted on March 14, 2025 and amended on June 11, 2025, as referenced in Rivian’s quarterly reports.

Rivian Automotive CEO Robert J. Scaringe reported multiple transactions in Class A common stock.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rivian Automotive CEO Robert J. Scaringe reported multiple transactions in Class A common stock. He received an award of 67,219 restricted stock units that vested on March 4, 2026. To cover tax withholding on this vesting, 34,202 shares were withheld by the company at $15.10 per share.

On March 3, 2026, he sold 17,450 shares at $15.00 per share in an open-market transaction effected automatically under a previously disclosed Rule 10b5-1 trading plan adopted on March 14, 2025 and amended on June 11, 2025. After these transactions, he held 1,027,281 shares directly, plus indirect holdings of 2,297 shares through an LLC and 2,632,766 shares through a trust.

Insider Trade Summary

Net Seller: 17,450 shares

Net Sell 5 txns

Insider Scaringe Robert J

Role Chief Executive Officer

Sold 17,450 shs ($262K)

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	67,219	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	34,202	$15.10	$516K
Sale	Class A Common Stock	17,450	$15.00	$262K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,060,298 shares (Direct); Class A Common Stock — 2,297 shares (Indirect, By LLC); Class A Common Stock — 2,632,766 shares (Indirect, By Trust)

Footnotes (4)

F1. 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.
F2. Represents an award of 67,219 restricted stock units ("RSUs") which vested on March 4, 2026.
F3. 34,202 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.
F4. The closing price of the Company's Class A Common Stock on March 3, 2026.

FAQ

What insider transactions did Rivian (RIVN) CEO Robert Scaringe report?

Rivian CEO Robert Scaringe reported a grant of 67,219 restricted stock units that vested, a tax withholding of 34,202 shares, and an open-market sale of 17,450 shares at $15.00 per share, all in Class A common stock, in early March 2026.

How many Rivian (RIVN) shares did the CEO sell in this Form 4?

Robert Scaringe sold 17,450 shares of Rivian Class A common stock at $15.00 per share on March 3, 2026. The filing notes this transaction was executed automatically under a previously disclosed Rule 10b5-1 trading plan adopted in March 2025 and later amended.

What equity award did the Rivian (RIVN) CEO receive according to this filing?

The CEO received an award of 67,219 restricted stock units that vested on March 4, 2026. In connection with this vesting, 34,202 shares of Class A common stock were withheld by Rivian to satisfy tax withholding obligations tied to the RSU award.

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

After the reported transactions, Robert Scaringe directly held 1,027,281 shares of Rivian Class A common stock. He also had indirect holdings of 2,297 shares through an LLC and 2,632,766 shares through a trust, as reflected in the ownership detail section.

Why were 34,202 Rivian (RIVN) shares withheld from the CEO’s RSU vesting?

The filing explains that 34,202 shares of Class A common stock were withheld by Rivian to satisfy tax withholding obligations arising from the vesting of 67,219 restricted stock units on March 4, 2026, with the withholding price reported as $15.10 per share.

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Accepted by SEC EDGAR 03/05/2026 - 05:11 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^*

Scaringe Robert J

(Last)

(First)

(Middle)

C/O RIVIAN AUTOMOTIVE, INC.

14600 MYFORD ROAD

(Street)

IRVINE

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)
03/03/2026

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)
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	03/03/2026		S⁽¹⁾		17,450	D	$15	1,027,281	D
Class A Common Stock	03/04/2026		A		67,219⁽²⁾	A	$0	1,094,500	D
Class A Common Stock	03/04/2026		F		34,202⁽³⁾	D	$15.1⁽⁴⁾	1,060,298	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)
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. 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.

2. Represents an award of 67,219 restricted stock units ("RSUs") which vested on March 4, 2026.

3. 34,202 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.

4. 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.
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.

Source: View Original Filing on SEC EDGAR