07/08/2026 | Press release | Distributed by Public on 07/08/2026 18:56
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Boone Karen C/O RIVIAN AUTOMOTIVE, INC. 14600 MYFORD ROAD IRVINE, CA 92606 |
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| /s/ Jamie Chung, Attorney-in-Fact | 07/08/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The sale reported in this transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 24, 2025, as described in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on February 12, 2026. The sale was made under an exception to the restrictions under the Lock-Up Agreement (as defined in Footnote 2) for an "Existing Trading Plan" (as defined therein). |
| (2) | The shares of Class A Common Stock beneficially owned by the Reporting Person following the transactions reported on this Form 4 are subject to a lock-up agreement (the "Lock-Up Agreement") between the Reporting Person and Goldman Sachs & Co. LLC , dated July 6, 2026 (the "Lock-up Date") pursuant to which the shares of Class A Common Stock reported herein cannot be sold for 45 days following the date of the final Prospectus (as defined in the Lock-Up Agreement), subject to certain enumerated exceptions in the Lock-Up Agreement. |
| (3) | By The Boone Family Trust dated August 6, 2015. |