RIVN Insider Filing: Scaringe RSU Withholding of 43,945 Shares at $12.06

Rhea-AI Filing Summary

Robert J. Scaringe, Chief Executive Officer and Director of Rivian Automotive, Inc. (RIVN), reported a transaction dated 08/15/2025 showing 43,945 shares of Class A Common Stock were disposed of under code F at a price of $12.06 per share. The filing explains those shares were withheld by the company to satisfy tax withholding on the vesting of 86,538 Restricted Stock Units. Following the reported disposition, Scaringe beneficially owns 1,351,105 shares directly and holds additional indirect beneficial ownership of 2,297 shares via an LLC and 2,632,766 shares via a trust. The form is signed by an attorney-in-fact on 08/19/2025.

Positive

• Administrative withholding used to satisfy tax obligations on RSU vesting, not an open-market sale
• Substantial continued ownership: 1,351,105 shares direct and material indirect holdings via LLC and trust

Negative

• Shares withheld (43,945) reduce the insider's liquid Class A holdings available for future sale
• Transaction price ($12.06) may reflect market conditions at the time of withholding but provides limited liquidity context

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on RSU vesting; insider retains substantial direct and indirect ownership.

The Form 4 discloses a standard withholding disposition tied to RSU vesting rather than an open-market sale. This is an administrative action to cover tax obligations and does not indicate voluntary monetization or a change in executive control. The reporting person continues to hold significant equity directly and indirectly, which typically aligns executive and shareholder interests.

Securities Analyst

TL;DR: Transaction reduces outstanding shares held by the insider for tax purposes; no new derivative activity reported.

The filing records 43,945 Class A shares withheld at $12.06 following the vesting of 86,538 RSUs. There are no derivative transactions reported on this form. From a market-impact perspective, the disposition is modest relative to total company float and appears administrative. Continued large beneficial ownership via trust and direct holdings may be relevant for governance and voting analysis.

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^*

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)
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		43,945(1)	D	$12.06(2)	1,351,105	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. 43,945 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 86,538 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 RIVN insider Robert Scaringe report on Form 4?

The Form 4 reports a disposition of 43,945 Class A shares on 08/15/2025 recorded under code F.

Why were 43,945 shares disposed of according to the filing?

The filing states 43,945 shares were withheld to satisfy tax withholding obligations related to the vesting of 86,538 RSUs.

How many shares does Robert Scaringe beneficially own after the transaction?

After the reported transaction he beneficially owns 1,351,105 shares directly, plus 2,297 via an LLC and 2,632,766 via a trust.

At what price were the withheld shares recorded?

The filing lists the price as the closing price on August 14, 2025: $12.06 per share.

Was any derivative security transaction reported in this Form 4?

No. Table II for derivative securities shows no reported transactions in this filing.