Rivian (RIVN) CAO disposes 25,490 shares to cover tax withholding

Rhea-AI Filing Summary

Rivian Automotive, Inc. reported that Chief Administrative Officer Michael John Callahan had 25,490 shares of Class A common stock withheld on February 15, 2026 to satisfy tax obligations tied to the vesting of 66,191 restricted stock units. The shares were valued at 17.73 per share, based on the Class A common stock closing price on February 13, 2026. Following this tax-withholding disposition, Callahan directly owned 838,035 shares of 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)
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		25,490(1)	D	$17.73(2)	838,035	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. 25,490 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 66,191 Restricted Stock Units on February 15, 2026.

2. The closing price of the Issuer's Class A Common Stock on February 13, 2026.

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).
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FAQ

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

Rivian reported that Chief Administrative Officer Michael John Callahan had 25,490 Class A shares withheld for taxes. This occurred in connection with the vesting of 66,191 restricted stock units on February 15, 2026, and was not an open-market sale.

Why were 25,490 Rivian (RIVN) shares disposed of in this Form 4?

The 25,490 Class A shares were withheld by Rivian to cover tax withholding obligations from vesting restricted stock units. This tax-withholding disposition is a common mechanism for insiders to satisfy tax liabilities without conducting a regular market sale.

What vesting event triggered the Rivian (RIVN) tax-withholding disposition?

The disposition was triggered by the vesting of 66,191 restricted stock units on February 15, 2026. When these units vested into shares, Rivian withheld 25,490 shares to satisfy associated tax obligations, as detailed in the Form 4 footnotes.

At what price were the withheld Rivian (RIVN) shares valued?

The withheld shares were valued at the closing price of Rivian’s Class A common stock on February 13, 2026. The Form 4 reports this price as 17.73 per share for the 25,490 shares used to satisfy tax withholding obligations.

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

After the tax-withholding disposition, Michael John Callahan directly owned 838,035 shares of Rivian Class A common stock. This figure reflects his holdings following the company’s withholding of 25,490 shares to cover tax obligations from RSU vesting.

Was the Rivian (RIVN) insider transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 describes it as a tax-withholding disposition, where Rivian withheld 25,490 shares upon vesting of 66,191 restricted stock units to satisfy the insider’s tax withholding obligations.