Rivian (RIVN) CAO RSUs vest; 12,453 shares withheld for tax

Rhea-AI Filing Summary

Rivian Automotive executive Michael John Callahan reported routine equity compensation activity. On March 4, 2026, he acquired 24,475 shares of Class A common stock through the vesting of 24,475 restricted stock units. These RSUs vested in full on that date.

To cover tax withholding obligations related to the vesting, 12,453 shares of Class A common stock were withheld by Rivian at a price of $15.10 per share, equal to the March 3, 2026 closing price. After these transactions, Callahan directly held 850,057 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^*

CALLAHAN MICHAEL JOHN

(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 Administrative 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	862,510	D
Class A Common Stock	03/04/2026		F		12,453(2)	D	$15.1(3)	850,057	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.
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 Michael John Callahan?

Rivian reported that Chief Administrative Officer Michael John Callahan had 24,475 restricted stock units vest into Class A shares. The company then withheld 12,453 shares to satisfy related tax obligations, leaving him with 850,057 shares directly owned after the transactions.

How many RSUs vested for Rivian (RIVN) executive Michael John Callahan?

Michael John Callahan had 24,475 restricted stock units vest into Class A common stock on March 4, 2026. These units converted into an equal number of shares, reflecting a scheduled equity award vesting as part of his executive compensation at Rivian Automotive.

Why were Rivian (RIVN) shares withheld from Michael John Callahan’s RSU vesting?

Rivian withheld 12,453 Class A shares from Michael John Callahan’s RSU vesting to cover tax withholding obligations. This tax-withholding disposition is common for equity awards and avoids the executive needing separate cash to meet tax liabilities on vested stock.

At what price were Rivian (RIVN) shares valued for the tax withholding?

The 12,453 Rivian Class A shares withheld for taxes were valued at $15.10 per share. This price reflects the closing market price of Rivian’s Class A common stock on March 3, 2026, as specified in the Form 4 footnotes for the tax-withholding transaction.

How many Rivian (RIVN) shares does Michael John Callahan own after this Form 4?

Following the RSU vesting and tax withholding, Michael John Callahan directly owns 850,057 Rivian Class A shares. This total reflects the net impact of receiving 24,475 vested shares and having 12,453 shares withheld by Rivian to satisfy associated tax obligations.