Rivian‘s founder and Chief Executive Officer RJ Scaringe filed a notice with the Securities and Exchange Commission (SEC) to sell 52,350 shares of common stock valued at nearly $869,000.
The sale comes less than a week after Rivian disclosed on November 6 that its board granted Scaringe a new performance-based stock option for up to 36.5 million shares, replacing a previous 20.4 million share award from 2021.
The company also doubled his base salary from $1 million to $2 million annually.
Transaction Details
The shares being sold were acquired through four separate restricted stock grants from the issuer between August 2024 and February 2025: 15,773 shares acquired March 1, 2024, 13,228 shares acquired August 15, 2024, 13,228 shares acquired November 15, 2024 and 10,121 shares in February 15, 2025.
All shares were acquired as restricted stock directly from Rivian, with payment listed as “Not Applicable” for each grant, indicating they were part of executive compensation rather than purchased securities.
Recent Selling Activity
The filing also disclosed that Scaringe sold shares on three occasions during the past three months.
Rivian‘s CEO sold 17,450 shares for gross proceeds of $264,186 on the last day of September.
Earlier in the month, he had sold 17,450 shares for gross proceeds of $244,300 (Sep.16) and another 17,450 shares for gross proceeds of $244,300 six days earlier.
The total proceeds from these September sales amounted to $752,786 for 52,350 shares.
Regulatory Compliance
The filing was submitted today for yesterday’s executed trades due to the Veterans Day holiday closure.
A note in the filing explains that “sales that were executed on November 11, 2025 are being reported on this Form 144 filed on November 12, 2025 given the EDGAR system was not accepting filings on November 11, 2025 in observance of the federal holiday.”
New CEO Compensation Package
The stock sale follows a significant compensation restructuring announced by Rivian last week.
In an 8-K filing, the company disclosed that its Compensation Committee cancelled Scaringe’s 2021 performance-based option for 20,355,946 shares and granted a new option to purchase up to 36.5 million shares—a net increase of 16,144,054 shares.
The new 2025 CEO Award has an exercise price of $15.22 per share, the closing price on November 6.
The award is entirely performance-based, with 22 million shares tied to stock price hurdles and 14.5 million shares tied to adjusted operating income and cash flow targets.
According to the company’s filing, vesting of the stock price-based options would reflect nearly $153 billion in incremental shareholder value compared to Rivian’s current market capitalization.
The board stated it cancelled the 2021 award due to “the unlikeliness of attainment of the associated performance goals.”
Concurrently, the board doubled Scaringe’s annual base salary from $1 million to $2 million. The Compensation Committee stated it does not intend to grant additional discretionary equity awards to Scaringe during 2026.
Stake in Mind Robotics
Separately, Scaringe received 1 million fully vested common units in Mind Robotics LLC, a newly formed subsidiary, representing up to 10% economic interest once the entity exceeds specified profit thresholds.
The award, approved by independent directors, relates to Scaringe’s service as board chair of the robotics venture.
Q3 Earnings Results
The company reported last week third-quarter revenue of $1.56 billion, above Wall Street’s consensus estimate of $1.49 billion and up from $1.16 billion a year earlier.
The revenue increase was mainly driven by higher deliveries in the July–September period, when Rivian achieved its best quarterly results of the year, delivering 13,201 vehicles.
