[Form 4] Rivian Automotive, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Claire McDonough, Chief Financial Officer of Rivian Automotive (RIVN), reported two transactions in August 2025. On 08/15/2025 the company withheld 28,183 shares to satisfy tax withholding from the vesting of 59,425 Restricted Stock Units. The withholding used the closing price of $12.06 on August 14, 2025. On 08/18/2025 the reporting person sold 7,247 shares at $12.28 under a Rule 10b5-1 trading plan adopted on August 16, 2024. Following these transactions the reporting person beneficially owned 789,445 shares of Class A common stock. The filing was signed by an attorney-in-fact on 08/19/2025.

Positive

• Use of Rule 10b5-1 plan for the sale on 08/18/2025 provides documentation of a prearranged trading program
• Tax withholding via share withholding on RSU vesting is an administrative, non-cash method to satisfy tax obligations

Negative

• Reduction in reported beneficial ownership to 789,445 Class A shares after withholding and sale
• Insider sale of 7,247 shares at $12.28 reduces direct holdings and could be interpreted by some investors as liquidity-taking

Insights

Corporate Governance Expert

TL;DR: Transactions are routine tax withholding and a prearranged 10b5-1 sale, suggesting no ad hoc insider trading.

The withholding of 28,183 shares to cover taxes on 59,425 vested RSUs is a standard administrative action following equity vesting and does not change economic exposure aside from share count reduction. The subsequent sale of 7,247 shares occurred under a previously adopted Rule 10b5-1 plan, which provides an affirmative defense against claims of trading on material nonpublic information when plan conditions are met. Documentation of the plan adoption date is included in issuer filings. For governance review, these actions should be logged against the insider trading policy and 10b5-1 plan terms.

Securities Analyst

TL;DR: Small-scale disposition and withholding at low double-digit prices; immaterial to company capitalization but relevant to insider ownership tracking.

The sale of 7,247 shares at $12.28 and withholding of 28,183 shares at a $12.06 reference price reduce the reporting person's direct holdings to 789,445 Class A shares. While the absolute values are modest relative to public float, the use of a 10b5-1 plan is typical for planned liquidity. Investors may note the updated beneficial ownership figure when modeling insider alignment, but these transactions do not by themselves indicate material change to company capital structure or operations.

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).

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^*

McDonough Claire

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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
Class A Common Stock	08/15/2025		F		28,183(1)	D	$12.06(2)	796,692	D
Class A Common Stock	08/18/2025		S(3)		7,247	D	$12.28	789,445	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. 28,183 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 59,425 Restricted Stock Units on August 15, 2025.

2. The closing price of the Issuer's Class A Common Stock on August 14, 2025.

3. The sale reported in this transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024, as described in the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024.

Remarks:

	/s/ Jamie Chung, Attorney-in-Fact	08/19/2025
	** 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.

FAQ

What transactions did Claire McDonough report for RIVN?

The filing reports 28,183 shares withheld for taxes from the vesting of 59,425 RSUs on 08/15/2025 and a sale of 7,247 shares at $12.28 on 08/18/2025.

Were any sales executed under a 10b5-1 plan for RIVN insider Claire McDonough?

Yes. The sale on 08/18/2025 was effected pursuant to a Rule 10b5-1 trading plan adopted on 08/16/2024.

How many RIVN shares does the reporting person own after these transactions?

Following the reported transactions the reporting person beneficially owned 789,445 shares of Class A common stock.

What price was used to calculate the tax withholding on vested RSUs?

The withholding referenced the closing price of the issuer's Class A common stock on 08/14/2025 at $12.06.

Who signed the Form 4 for Claire McDonough?

The Form 4 was signed by Jamie Chung, Attorney-in-Fact on 08/19/2025.