RIVN Form 4: Tax Withholding of 33,614 Shares from RSU Vesting

Rhea-AI Filing Summary

Michael John Callahan, Chief Administrative Officer of Rivian Automotive (RIVN), reported a tax-withholding disposition related to vested restricted stock units. On 08/15/2025 the company withheld 33,614 shares of Class A common stock to satisfy tax withholding obligations arising from the vesting of 66,191 restricted stock units. The withholding used a price of $12.06 per share, reflecting the issuer's closing price on 08/14/2025. After the withholding, the reporting person beneficially owned 897,139 shares of Class A common stock. The Form 4 was filed by one reporting person and executed by an attorney-in-fact.

Insights

Securities Analyst

Routine tax-withholding sale tied to RSU vesting; limited market impact.

This transaction represents a common administrative disposition where a portion of vested RSUs are withheld to satisfy tax obligations. The sale of 33,614 shares against 66,191 vested RSUs reduces the reporting person's immediate share count but does not indicate a voluntary open-market liquidation. Given the transaction was executed as tax withholding and the reporting person still holds 897,139 shares, the event is immaterial to Rivian's capital structure and unlikely to affect investor perceptions materially.

Corporate Governance Expert

Insider withholding for taxes is standard; disclosure is timely and clear.

The Form 4 discloses the nature of the disposition and the linkage to RSU vesting, which aligns with best practices for insider reporting. The record shows appropriate identification of the reporting person and the transaction code for a disposition. There are no indications of opportunistic selling or unusual trading patterns from the information provided.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CALLAHAN MICHAEL JOHN

Role Chief Administrative Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	33,614	$12.06	$405K

Holdings After Transaction: Class A Common Stock — 897,139 shares (Direct)

Footnotes (1)

1. 33,614 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 August 15, 2025. The closing price of the Issuer's Class A Common Stock on August 14, 2025.

Form 4 Insider Transactions: What Each Field Means →

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 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)
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		33,614(1)	D	$12.06(2)	897,139	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. 33,614 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 August 15, 2025.

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

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 transaction did the RIVN reporting person disclose?

The report discloses that 33,614 shares of Class A common stock were withheld to satisfy tax withholding on vested RSUs.

Why were 33,614 shares of RIVN disposed of?

Those shares were withheld by the company to satisfy tax withholding obligations related to the vesting of 66,191 restricted stock units.

What price was used to calculate the withholding for RIVN?

The withholding used the issuer's closing price of $12.06 per share on 08/14/2025.

How many RIVN shares does the reporting person own after the transaction?

The reporting person beneficially owned 897,139 shares of Class A common stock following the withholding.

What is the reporting person's role at Rivian (RIVN)?

The reporting person is reported as an Officer (Chief Administrative Officer) of Rivian Automotive, Inc.