Form 4: Rivian CAO Withholds Shares for RSU Taxes

Chief Administrative Officer Michael J. Callahan withheld 33,614 shares to cover taxes upon 66,191 RSUs vesting, leaving 863,525 shares owned.

Summary

• On 11/15/2025, Michael John Callahan (Chief Administrative Officer) had 66,191 Restricted Stock Units vest.
• To satisfy tax obligations, 33,614 shares of Class A Common Stock were withheld by the company (transaction code F).
• The withholding price used was $15.11, the 11/14/2025 closing price.
• Following the transaction, Callahan beneficially owns 863,525 shares, held directly.
• Net shares delivered from the vesting event equal 32,577 (derived from 66,191 vested less 33,614 withheld).

Sentiment

Score: 5

Explanation: Neutral administrative insider transaction for tax withholding; no implications for operations or outlook.

Positives

• Executive equity awards are vesting as scheduled, supporting leadership retention.
• No open-market sale occurred; shares were withheld solely for tax obligations (Code F).
• Post-transaction direct ownership remains substantial at 863,525 shares.

Negatives

• 33,614 shares were disposed of to cover taxes, reducing shares received from the award.
• No financial results, guidance, or operational updates are included.

Future Outlook

No forward-looking statements or guidance are provided.

Industry Context

Routine insider equity tax withholding upon RSU vesting is common among U.S.-listed companies and is not typically indicative of strategic or financial changes.

Comparison to Industry Standards

• Code F share withholding to cover taxes on RSU vesting aligns with standard U.S. executive compensation practices.
• Disclosure of post-transaction direct beneficial ownership is consistent with practices across the EV and broader auto sector.
• Use of the prior trading day's closing price ($15.11) for tax withholding calculations is a common equity plan administration approach.

Stakeholder Impact

• Administrative tax withholding does not constitute an open-market sale by the executive.
• Executive retains substantial equity exposure with 863,525 directly owned shares.
• Insider ownership update provides transparency to shareholders.

Key Dates

Keywords

Rivian, RIVN, Form 4, insider transaction, Michael John Callahan, Chief Administrative Officer, RSU vesting, tax withholding, Class A Common Stock, beneficial ownership