Scaringe Robert J 4

What Happened
Robert J. Scaringe, CEO of Rivian Automotive (RIVN), had 44,034 shares of Class A common stock withheld by the company on May 15, 2026 to satisfy tax-withholding obligations tied to the vesting of 86,540 restricted stock units (RSUs). The withheld shares were valued at $14.52 each (closing price on May 14, 2026), for a total of approximately $639,374. This was a tax-withholding disposition (code F), not an open-market sale initiated by the insider.

Key Details

• Transaction date: May 15, 2026; reported on Form 4 filed May 19, 2026 (appears timely).
• Price used: $14.52 per share (closing price on May 14, 2026, per filing footnote).
• Shares withheld/disposed: 44,034 shares; total value ≈ $639,374.
• RSUs vesting: 86,540 RSUs vested on May 15, 2026; net shares delivered to Scaringe = 86,540 − 44,034 = 42,506.
• Shares owned after transaction: Not disclosed in the provided excerpt of the filing.
• Footnotes: F1 — shares withheld to satisfy tax withholding on RSU vesting; F2 — $14.52 is the May 14 closing price.
• Filing timeliness: Form 4 filed on May 19 for a May 15 transaction (filed within the usual 2 business-day window).

Context
Code F transactions are routine tax-withholding actions when equity grants vest; they are not the same as an insider choosing to sell shares on the open market and generally don't signal a change in the insider’s view of the company. Here, the company withheld shares rather than the CEO executing a market sale.