Rivian CAO acquires 1,682 shares via ESPP

Rivian Automotive chief administrative officer Michael John Callahan acquired 1,682 shares of Class A common stock through the company’s 2021 Employee Stock Purchase Plan.

Rhea-AI Filing Summary

Rivian Automotive chief administrative officer Michael John Callahan acquired 1,682 shares of Class A common stock through the company’s 2021 Employee Stock Purchase Plan. The purchase covered the offering period from November 21, 2025 through May 20, 2026 and was completed on the last business day of that period.

Under the plan, the shares were bought at a price equal to 85% of Rivian’s May 20, 2026 closing price, resulting in a per-share purchase price of $11.6705. After this ESPP transaction, Callahan directly owns 1,073,858 shares of Rivian Class A common stock, so the new purchase represents only a small addition to his existing stake.

Insider Trade Summary

Grant/Award: 1,682 shares

Grant/Award 1 txn

Insider CALLAHAN MICHAEL JOHN

Role Chief Administrative Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	1,682	$11.6705	$20K

Holdings After Transaction: Class A Common Stock — 1,073,858 shares (Direct)

Footnotes (3)

1. F1. The Reporting Person is voluntarily reporting the acquisition of shares of the Issuer's Class A Common Stock pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the "ESPP") for the purchase period of November 21, 2025 through May 20, 2026 (the "Offering Period"). The acquisition of those 1,682 shares of Class A Common Stock was also exempt pursuant to Rule 16b-3(c).
2. F2. The Offering Period ended on May 20, 2026, and the shares were acquired on the last business day of the Offering Period.
3. F3. In accordance with the ESPP, these shares were purchased at a price that represented 85% of the closing price of the Issuer's Class A Common Stock on May 20, 2026.

Key Figures

ESPP shares acquired: 1,682 shares Purchase price per share: $11.6705 per share Post-transaction holdings: 1,073,858 shares +2 more

5 metrics

ESPP shares acquired 1,682 shares Class A common stock acquired in ESPP offering period

Purchase price per share $11.6705 per share ESPP purchase price on May 20, 2026

Post-transaction holdings 1,073,858 shares Class A common stock held directly after ESPP purchase

ESPP discount factor 85% of closing price Purchase price set as 85% of May 20, 2026 close

ESPP offering period Nov 21, 2025–May 20, 2026 Period during which ESPP contributions accumulated

Key Terms

Employee Stock Purchase Plan, ESPP, Rule 16b-3(c), Offering Period, +1 more

5 terms

Employee Stock Purchase Plan financial

"pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the "ESPP")"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

ESPP financial

"In accordance with the ESPP, these shares were purchased at a price"

An Employee Stock Purchase Plan (ESPP) is a company program that lets employees buy the company’s shares at a reduced price, usually by setting aside a small portion of their pay over time. It matters to investors because it encourages employees to own part of the business—like giving staff a discounted membership— which can boost commitment and performance, while also potentially increasing the number of shares available and affecting shareholder value.

Rule 16b-3(c) regulatory

"The acquisition of those 1,682 shares... was also exempt pursuant to Rule 16b-3(c)."

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

Offering Period financial

"for the purchase period of November 21, 2025 through May 20, 2026 (the "Offering Period")"

Class A Common Stock financial

"shares of the Issuer's Class A Common Stock pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Rivian (RIVN) report for Michael John Callahan?

Rivian’s chief administrative officer Michael John Callahan acquired 1,682 Class A common shares. The shares were purchased through Rivian’s 2021 Employee Stock Purchase Plan at the end of an offering period running into May 20, 2026.

At what price did Michael John Callahan acquire Rivian (RIVN) shares under the ESPP?

Callahan acquired the 1,682 Rivian Class A shares at $11.6705 per share. The plan specified a purchase price equal to 85% of Rivian’s closing share price on May 20, 2026, the last day of the offering period.

How many Rivian (RIVN) shares does Michael John Callahan hold after this ESPP purchase?

After the ESPP acquisition, Callahan directly owns 1,073,858 Rivian Class A common shares. The 1,682 shares purchased in the offering period are a relatively small increase compared with his overall reported holdings.

What is the Rivian (RIVN) ESPP offering period mentioned in this Form 4?

The ESPP offering period ran from November 21, 2025 through May 20, 2026. Callahan’s 1,682 shares were acquired on the last business day of this period, consistent with the plan’s purchase mechanics for participating employees.

Was Michael John Callahan’s Rivian (RIVN) ESPP purchase exempt under SEC rules?

Yes. The acquisition of 1,682 Rivian Class A shares under the ESPP was reported as exempt pursuant to Rule 16b-3(c). This rule generally provides exemptions for certain employee benefit and compensation-related transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:07 PM EDT Learn about SEC filing dates

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^*

CALLAHAN MICHAEL JOHN

(Last) (First) (Middle)

C/O RIVIAN AUTOMOTIVE, INC.

14600 MYFORD ROAD

(Street)

IRVINE CALIFORNIA 92606

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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(1)	05/20/2026(2)		A	V	1,682	A	$11.6705(3)	1,073,858	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. The Reporting Person is voluntarily reporting the acquisition of shares of the Issuer's Class A Common Stock pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the "ESPP") for the purchase period of November 21, 2025 through May 20, 2026 (the "Offering Period"). The acquisition of those 1,682 shares of Class A Common Stock was also exempt pursuant to Rule 16b-3(c).

2. The Offering Period ended on May 20, 2026, and the shares were acquired on the last business day of the Offering Period.

3. In accordance with the ESPP, these shares were purchased at a price that represented 85% of the closing price of the Issuer's Class A Common Stock on May 20, 2026.

Remarks:

	/s/ Jamie Chung, Attorney-in-Fact	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)