McDonough Claire 4

What Happened

• Claire McDonough, Chief Financial Officer of Rivian Automotive (RIVN), reported two transactions related to vested restricted stock and an open-market sale. On 2026-02-15, 22,048 shares were withheld by the company to satisfy tax withholding obligations tied to the vesting of 59,426 Restricted Stock Units (withheld value reported as $390,911). On 2026-02-18 she sold 27,133 shares in the open market for a weighted average price of $16.80, totaling approximately $455,699. These actions are disposals (sales/withholding), not purchases.

Key Details

• Transaction dates and prices:
  • 2026-02-15: 22,048 shares withheld for tax withholding @ $17.73 (value $390,911) — tax withholding related to 59,426 RSUs that vested.
  • 2026-02-18: 27,133 shares sold in open market @ weighted avg $16.80 (range $16.49–$17.08) — proceeds ~$455,699.
• Net RSUs issued after withholding: 59,426 vested RSUs minus 22,048 withheld = 37,378 shares delivered to the reporting person (per filing footnote).
• Ownership after transaction: not specified in the provided filing excerpt.
• Notable footnotes:
  • Withholding (F1) was to satisfy tax obligations on vested RSUs.
  • Sale (F3/F4) was effected under a Rule 10b5-1 trading plan adopted 2025-09-02; reported sale price is a weighted average across multiple executions.
  • F2 notes a referenced closing price (Feb 13, 2026) used in the filing.
• Filing timeliness: Form 4 was filed 2026-02-18 for transactions dated 2026-02-15. Because Form 4 is typically due within two business days of a reportable transaction, the filing appears to have been filed one business day late.

Context

• The 22,048-share withholding is a routine tax-related disposition tied to RSU vesting (not a directional bet on the stock). The separate open-market sale was executed under a pre-established 10b5-1 plan, which generally means the trades were scheduled in advance and may reduce the significance of the sale as a real-time signal of insider sentiment.