Form 4: Rivian CEO Sells Shares Under Pre-Arranged 10b5-1 Plan

Rivian CEO Robert J. Scaringe sold 17,450 shares of Class A Common Stock for $14 per share on September 16, 2025, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Robert J. Scaringe, Rivian Automotive, Inc.'s Chief Executive Officer and Director, disposed of 17,450 shares of Class A Common Stock.
• The transaction occurred on September 16, 2025, with shares sold at a price of $14 each.
• The total value of the shares sold was $244,300.
• This sale was executed automatically pursuant to a Rule 10b5-1 trading plan, which was adopted on March 14, 2025, and subsequently amended on June 11, 2025.
• Following this transaction, Scaringe directly beneficially owns 1,316,205 shares of Class A Common Stock.
• Additionally, Scaringe indirectly beneficially owns 2,297 shares through an LLC and 2,632,766 shares through a Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral. This is a routine, pre-scheduled transaction under a 10b5-1 plan, which does not typically indicate a change in management's outlook on the company's prospects. Such sales are often for personal financial planning or diversification.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

Executive stock sales under Rule 10b5-1 plans are a common practice in the U.S. public markets. These plans allow insiders to sell a predetermined number of shares at a predetermined time or price, providing an affirmative defense against insider trading allegations by demonstrating that the trades were not based on material non-public information.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan by a senior executive like Rivian's CEO is a standard corporate governance practice, aligning with industry norms for managing insider stock transactions transparently.
• The disclosure of the plan's adoption and amendment dates in the company's 10-Q reports is also consistent with best practices for transparency in executive trading.

Corporate Governance

Stakeholder Impact

• Shareholders: The sale is a routine, pre-planned transaction and is unlikely to have a significant direct impact on shareholder confidence or the company's operational outlook. It represents a small fraction of the CEO's total holdings.
• Employees: No direct impact on employees is indicated by this filing.

Key Dates

Recommendation

The transaction reported is a routine, pre-scheduled sale by the CEO under a Rule 10b5-1 trading plan. Such sales are typically for personal financial planning and diversification and do not inherently signal a change in the company's fundamental prospects or management's confidence. Therefore, this filing alone does not provide sufficient new information to warrant a change in investment recommendation, suggesting a 'hold' position is appropriate based solely on this disclosure.

Keywords

Rivian, RIVN, Robert J. Scaringe, Insider Trading, Stock Sale, 10b5-1 Plan, Executive Compensation, Electric Vehicles