Form 4: Rivian CAO RSUs vest; 13,377 shares withheld

Rivian’s Chief Accounting Officer had 32,665 RSUs vest on Nov 15, 2025, with 13,377 shares withheld for taxes and total ownership now 489,794 shares.

Summary

• Chief Accounting Officer Sreela Venkataratnam reported an RSU vesting event on 11/15/2025.
• 32,665 Restricted Stock Units vested; 13,377 shares were withheld to satisfy tax obligations (Code F).
• Withholding was priced at $15.11, the issuer’s closing price on 08/14/2025.
• Post-transaction direct beneficial ownership stands at 489,794 Class A shares.
• Implied net shares delivered from the vesting are approximately 19,288 (32,665 vested minus 13,377 withheld).
• The transaction was non-open-market and administrative in nature, not a discretionary sale or purchase.

Sentiment

Score: 5

Explanation: Neutral, routine administrative insider withholding with no directional signal on fundamentals or strategy.

Positives

• Non-open-market tax withholding (Code F), indicating an administrative transaction rather than discretionary selling.
• Officer continues to hold a significant stake: 489,794 Class A shares after the event.
• Clear disclosure of RSU vesting details: 32,665 RSUs vested on 11/15/2025 at a reference price of $15.11 (08/14/2025 close).

Negatives

• 13,377 shares were disposed of to cover taxes through withholding, reducing the number of shares delivered to the officer from this vesting.

Future Outlook

No forward-looking statements or guidance provided.

Management Comments

• 13,377 shares were withheld to satisfy tax withholding obligations in connection with the vesting of 32,665 RSUs on 11/15/2025.
• The withholding reference price was the $15.11 closing price on 08/14/2025.

Industry Context

Routine insider tax withholding following scheduled RSU vesting is common across EV and technology companies and typically carries limited signaling value compared to open-market buys or sells.

Comparison to Industry Standards

• Consistent with EV peers (e.g., Tesla, Lucid) where executives frequently net-settle RSUs via Code F share withholding; these are administrative rather than discretionary trades.
• Post-vesting ownership retention aligns with standard governance expectations for senior officers across large-cap auto/EV firms.

Stakeholder Impact

• Administrative insider share withholding with no open-market sale.
• No change to control; the officer continues to hold 489,794 shares.
• Minimal expected impact on shareholders, employees, customers, suppliers, or creditors.

Key Dates

Keywords

Rivian, RIVN, Form 4, insider transaction, RSU vesting, tax withholding, beneficial ownership, Chief Accounting Officer, executive compensation, non-open-market