Rivian (NASDAQ: RIVN) CEO share sale and RSU tax withholding

Rhea-AI Filing Summary

Rivian Automotive CEO Robert J. Scaringe sold 34,900 shares of Class A common stock in an open‑market transaction at an average price of $16.7976 on February 18, 2026, under a previously adopted Rule 10b5‑1 trading plan.

On February 15, 2026, 35,578 shares were withheld to cover taxes tied to the vesting of 86,539 restricted stock units. After these transactions, he held 1,044,731 shares directly, plus 2,297 shares indirectly through an LLC and 2,632,766 shares indirectly through a trust.

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).

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^*

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)
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		35,578(1)	D	$17.73(2)	1,079,631	D
Class A Common Stock	02/18/2026		S(3)		34,900	D	$16.7976(4)	1,044,731	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 35,578 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 86,539 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 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.

4. The price reported is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $16.49 to $17.07, 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.
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FAQ

What did Rivian (RIVN) CEO Robert Scaringe report in this Form 4?

Robert Scaringe reported selling 34,900 Rivian Class A shares at an average price of $16.7976 on February 18, 2026. The transaction was executed automatically under a previously disclosed Rule 10b5-1 trading plan adopted in March 2025 and amended in June 2025.

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

The CEO sold 34,900 shares of Rivian Class A common stock at an average price of $16.7976 per share. The price reflects a weighted average of trades executed between $16.49 and $17.07, as detailed in the transaction footnote.

Were any Rivian (RIVN) shares withheld for taxes in this Form 4?

Yes. Rivian withheld 35,578 shares of Class A common stock on February 15, 2026 to satisfy tax withholding obligations. This withholding related to the vesting of 86,539 restricted stock units held by CEO Robert Scaringe.

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

After the reported transactions, the CEO directly held 1,044,731 Rivian Class A shares. He also indirectly held 2,297 shares through an LLC and 2,632,766 shares through a trust, as reflected in the ownership tables.

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

Yes. The 34,900-share sale on February 18, 2026 was executed automatically under a previously disclosed Rule 10b5-1 trading plan. The plan was adopted on March 14, 2025 and later amended on June 11, 2025.

What was the tax-related transaction reported by Rivian (RIVN) CEO Scaringe?

On February 15, 2026, 35,578 Rivian shares were disposed of to cover tax withholding obligations. This tax-withholding disposition occurred in connection with the vesting of 86,539 restricted stock units awarded to the CEO.