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Rivian replaces CEO performance award with 36.5M new options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rivian Automotive (RIVN) reported insider equity award changes involving its CEO. On November 6, 2025, the company canceled the 2021 CEO Performance Award and granted a new 2025 CEO Award. The new grant is a stock option for 36,500,000 shares of Class A common stock with an exercise price of $15.22 and an expiration date of 11/06/2035.

The prior performance award reflected a stock option covering 20,355,946 shares at an exercise price of $21.72 that was disposed in connection with the exchange. The 2025 CEO Award vests in tranches: 22,000,000 shares based on stock price thresholds and 14,500,000 shares based on financial performance targets, subject to continued service. A separate time-based option granted alongside the 2021 award remains outstanding and continues to vest, including 6,785,315 shares vesting in six substantially equal annual installments beginning on the first anniversary of Rivian’s IPO. Following the reported transactions, derivative securities beneficially owned include 36,500,000 (new award) and 4,922,182 (time-based option).

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Insights

CEO award replaced: 36.5M new options, prior performance award canceled.

Rivian replaced a prior performance-based option with a new 2025 CEO Award granted on November 6, 2025. The new option covers 36,500,000 Class A shares at an exercise price of $15.22, expiring on 11/06/2035. The prior performance award option for 20,355,946 shares at $21.72 was canceled in the exchange.

Vesting is split between market and operational performance: 22,000,000 shares vest on stock price hurdles, and 14,500,000 on financial targets, each conditioned on continued service. A separate time-based option from 2021 remains and includes 6,785,315 shares vesting over six annual installments starting from the IPO’s first anniversary.

This reshapes long-term incentives but actual outcomes depend on meeting price and performance conditions. The filing lists 36,500,000 derivative securities from the new award and 4,922,182 from the time-based option as beneficially owned after the transactions.

Insider Scaringe Robert J
Role Chief Executive Officer
Type Security Shares Price Value
Disposition Stock Option 20,355,946 $0.00 --
Grant/Award Stock Option 36,500,000 $0.00 --
Holdings After Transaction: Stock Option — 4,922,182 shares (Direct)
Footnotes (1)
  1. As disclosed in the Issuer's Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 7, 2025 (the "Form 8-K"), the 2021 CEO Performance Award was cancelled in exchange for the granting of the 2025 CEO Award on November 6, 2025. (Defined terms used but not defined herein shall have the meanings ascribed thereto in the Form 8-K.) The time-based option awarded concurrently with the 2021 CEO Performance Award remains outstanding and will continue to vest according to its terms. The stock option vests as to 6,785,315 shares underlying the stock option in 6 substantially equal annual installments beginning on the first anniversary of the Issuer's IPO. The closing price of the Issuer's Class A Common Stock on November 6, 2025. As disclosed in the Form 8-K, the 2025 CEO Award vests as follows: (i) 22,000,000 shares underlying the stock option vest subject to the per share price of the Issuer's Class A Common Stock exceeding various thresholds, and (ii) 14,500,000 shares underlying the stock option vest upon the Issuer achieving certain financial performance targets, in each case subject to the Reporting Person's continued service in his current role on such vesting date.
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*
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)
11/06/2025
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
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
Stock Option $21.72 11/06/2025 D(1) 20,355,946 (2) 01/19/2031 Class A Common Stock 20,355,946 $0 4,922,182 D
Stock Option $15.22(3) 11/06/2025 A(1) 36,500,000 (4) 11/06/2035 Class A Common Stock 36,500,000 $0 36,500,000 D
Explanation of Responses:
1. As disclosed in the Issuer's Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 7, 2025 (the "Form 8-K"), the 2021 CEO Performance Award was cancelled in exchange for the granting of the 2025 CEO Award on November 6, 2025. (Defined terms used but not defined herein shall have the meanings ascribed thereto in the Form 8-K.) The time-based option awarded concurrently with the 2021 CEO Performance Award remains outstanding and will continue to vest according to its terms.
2. The stock option vests as to 6,785,315 shares underlying the stock option in 6 substantially equal annual installments beginning on the first anniversary of the Issuer's IPO.
3. The closing price of the Issuer's Class A Common Stock on November 6, 2025.
4. As disclosed in the Form 8-K, the 2025 CEO Award vests as follows: (i) 22,000,000 shares underlying the stock option vest subject to the per share price of the Issuer's Class A Common Stock exceeding various thresholds, and (ii) 14,500,000 shares underlying the stock option vest upon the Issuer achieving certain financial performance targets, in each case subject to the Reporting Person's continued service in his current role on such vesting date.
Remarks:
/s/ Jamie Chung, Attorney-in-Fact 11/07/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Rivian (RIVN) report?

Rivian canceled the 2021 CEO Performance Award and granted a new 2025 CEO Award on November 6, 2025.

How many shares are covered by Rivian’s 2025 CEO Award options?

The stock option covers 36,500,000 shares of Class A common stock.

What is the exercise price and expiration for the new Rivian CEO option?

The exercise price is $15.22 with an expiration date of 11/06/2035.

What happened to the prior CEO performance option at Rivian?

The prior option for 20,355,946 shares at $21.72 was canceled in the exchange for the 2025 CEO Award.

How does the 2025 CEO Award vest at Rivian (RIVN)?

Vesting includes 22,000,000 shares tied to stock price thresholds and 14,500,000 shares tied to financial targets, subject to continued service.

Does any prior time-based option remain for Rivian’s CEO?

Yes. A time-based option remains and includes 6,785,315 shares vesting in six annual installments starting from the IPO’s first anniversary.