rivn-20260427

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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Securities Exchange Act of 1934

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Rivian Automotive, Inc.

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RIVIAN AUTOMOTIVE, INC.
14600 Myford Road
Irvine, California 92606

Notice of Annual Meeting of Stockholders

Date

Time

Location

Record Date

June 22, 2026

10:00 a.m. PT

www.virtualshare
holdermeeting.com/RIVN2026

April 23, 2026

The Annual Meeting of Stockholders (the “Annual Meeting”) of Rivian Automotive, Inc., a Delaware corporation (the “Company”), will be held at 10:00 a.m. Pacific time on Monday, June 22, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/RIVN2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:


1			To elect Karen Boone and Aidan Gomez as Class II Directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;
2			To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
3			To approve, on an advisory (non-binding) basis, the compensation of our named executive officers in 2025; and
4			To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Holders of record of our Class A Common Stock and Class B Common Stock as of the close of business on April 23, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to the Company at annualmeeting@rivian.com stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available on the bottom of your screen during the Annual Meeting after entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials.

IT IS IMPORTANT that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials.

This Notice of Annual Meeting of Stockholders, Proxy Statement, and proxy card or voting instruction form are being distributed or made available to stockholders starting on or about April 27, 2026.

By Order of the Board of Directors

Michael Callahan

Chief Administrative Officer and Secretary

Irvine, California

April 27, 2026

Table of Contents


PROXY STATEMENT			1
Proposal 1: Election of Directors			2
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			8
Independent Registered Public Accounting Firm Fees and Other Matters			9
Audit Committee Report			10
Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers in 2025			11

CORPORATE GOVERNANCE			12
General			12
Director Independence			12
Executive Sessions			12
Director Candidates			12
Communications from Stockholders			13
Board Leadership Structure and Role in Risk Oversight			13
Code of Ethics			14
Insider Trading Compliance Policy; Anti-Hedging Policy			14
Board Member Attendance			14

COMMITTEES OF THE BOARD			15
Audit Committee			15
Compensation Committee			16
Nominating and Governance Committee			17
Planet and Policy Committee			17

EXECUTIVE OFFICERS			18

EXECUTIVE COMPENSATION			19
Compensation Discussion and Analysis			19
Executive Summary			19
202 5 Operational Highlights			19
202 5 Executive Compensation Highlights			20
Our Compensation Philosophy			20
Our Commitment to Best Practices			21
Our Executive Compensation Process			21
Elements of Executive Pay and 2025 Compensation			23


COMPENSATION COMMITTEE REPORT			32

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			33
202 5 Summary Compensation Table			33
Grants of Plan-Based Awards in Fiscal 2025			34
Outstanding Equity Awards at Fiscal Year-End 2025			35
Option Exercises and Stock Vested in Fiscal 2025			37
Potential Payments Upon Termination or Change in Control			37

CEO PAY RATIO			38
Identifying the Median Employee			38
Determining Annual Total Compensation			38

PAY VERSUS PERFORMANCE			39
Relationship between Compensation Actually Paid and Financial Performance Measures			41

EQUITY COMPENSATION PLAN INFORMATION			43

DIRECTOR COMPENSATION			44
Non-Employee Director Compensation Program			45

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			46

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			49
Policies and Procedures for Related Person Transactions			49

STOCKHOLDERS’ PROPOSALS			53

QUESTIONS AND ANSWERS ABOUT THE 202 6 ANNUAL MEETING OF STOCKHOLDERS			54

OTHER MATTERS			58

SOLICITATION OF PROXIES			58

INCORPORATION BY REFERENCE			58

ANNUAL REPORT			59

RIVIAN AUTOMOTIVE, INC.
14600 Myford Road
Irvine, California 92606

Proxy Statement

Date

Time

Location

Record Date

June 22, 2026

10:00 a.m. PT

www.virtualshare holdermeeting.com/RIVN2026

April 23, 2026

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors of Rivian Automotive, Inc. of proxies to be voted at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. The Notice of Annual Meeting of Stockholders, this Proxy Statement, and proxy card or voting instruction form are being distributed or made available to stockholders starting on or about April 27, 2026.

Holders of record of our Class A common stock par value $0.001 per share (“Class A Common Stock”), and Class B common stock, par value $0.001 per share (“Class B Common Stock,” and, together with the Class A Common Stock, “Common Stock”), as of the close of business on April 23, 2026 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting, and will vote together as a single class on all matters presented at the Annual Meeting. Each share of our Class A Common Stock entitles its holders to one vote per share on all matters presented to our stockholders generally, and each share of Class B Common Stock entitles its holders to ten votes per share on all matters presented to our stockholders generally. At the close of business on the Record Date, there were 1,256,510,474 shares of Class A Common Stock and 3,912,500 shares of Class B Common Stock outstanding and entitled to vote at the Annual Meeting, representing 97.0% and 3.0% of the total voting power of our Common Stock, respectively. For more information, including how to attend and vote your shares, please see “Questions and Answers About the 2026 Annual Meeting of Stockholders” on page 54.

In this Proxy Statement, “Rivian,” “Company,” “we,” “us,” and “our” refer to Rivian Automotive, Inc. and its consolidated subsidiaries.

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements. Forward-looking statements in this Proxy Statement include, but are not limited to, statements regarding our business strategies and objectives, the timeline for future product launches, our joint venture with the Volkswagen Group and our executive compensation program. These forward-looking statements speak only as of the date when made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date of this Proxy Statement, except as required by applicable law. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our other filings with the Securities and Exchange Commission (the “SEC”).



			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MONDAY, JUNE 22, 2026 This Proxy Statement and our 2025 Annual Report to Stockholders are available at http://www.proxyvote.com/


			Rivian 2026 Proxy Statement			1

Proposal 1:
Election of Directors

At the Annual Meeting, two (2) Class II Directors are to be elected to hold office until the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, or removal.

We currently have seven (7) directors on our Board of Directors. Our current Class II Directors are Karen Boone and Aidan Gomez. The Board of Directors has nominated Karen Boone and Aidan Gomez for election as Class II Directors at the Annual Meeting.

As set forth in our Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term will expire at the 2028 Annual Meeting of Stockholders, Class II, whose current term will expire at the Annual Meeting and, if elected, whose subsequent term will expire at the 2029 Annual Meeting of Stockholders, and Class III, whose current term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Robert J. Scaringe, Peter Krawiec, and Sanford Schwartz; the current Class II Directors who are also nominees for election at the Annual Meeting are Karen Boone and Aidan Gomez; and the current Class III Directors are Jay Flatley and John Krafcik.

Our Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of a majority of our outstanding voting stock entitled to vote in the election of directors.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election as Class II Directors of the persons whose names and biographies appear below. In the event that either of Ms. Boone or Mr. Gomez should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board of Directors may elect to reduce its size. The Board of Directors has no reason to believe that either of Ms. Boone or Mr. Gomez will be unable to serve if elected. Each of Ms. Boone and Mr. Gomez has consented to being named in this Proxy Statement and to serve if elected.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the election of each of the below Class II Director nominees.


2			Rivian 2026 Proxy Statement

Nominees for Class II Director (terms to expire at the 2029 Annual Meeting)

The current members of the Board of Directors who are also nominees for election to the Board of Directors as Class II Directors are as follows:


Name	Age	Served as a Director Since	Position with Rivian
Karen Boone	52	2020	Director
Aidan Gomez	29	2025	Director

The principal occupations and business experience, for at least the past five years, of each Class II Director nominee for election at the 2026 Annual Meeting are as follows:

Karen
Boone

Age

Director Since

2020

Director

Ms. Boone has served on our Board of Directors since August 2020. Ms. Boone most recently served as the Interim Co-CEO and Co-President of Peloton Interactive, Inc., a connected fitness company, from May 2024 to January 2025. She served as the President, Chief Financial and Administrative Officer of Restoration Hardware, Inc., a home furnishings company, from May 2014 to August 2018 and as Chief Financial Officer from June 2012 to May 2014. Prior to that, from 1996 to 2012, Ms. Boone held various roles at Deloitte & Touche LLP, a public accounting firm, most recently as an Audit Partner. Ms. Boone currently serves on the board of directors of Sonos, Inc., an audio products company, Peloton Interactive, CoreWeave, Inc., a cloud computing company, and several private companies. Ms. Boone holds a B.S. in Business Economics from the University of California, Davis.

We believe Ms. Boone’s extensive finance, accounting and leadership experience qualifies her to serve on our Board of Directors.

Aidan
Gomez

Age

Director Since

2025

Director

Mr. Gomez has served as a member of our Board of Directors since April 2025. Mr. Gomez has served as Chief Executive Officer, Co-Founder and board member of Cohere Inc., a security-first enterprise artificial intelligence company, since September 2019. Prior to Cohere, Mr. Gomez served as a researcher at Google, working on its deep learning Google Brain project. Mr. Gomez holds a B.S. from University of Toronto and a Ph.D. in Computer Science from Oxford University.

We believe Mr. Gomez’s leadership experience and his expertise in the field of artificial intelligence qualifies him to serve on our Board of Directors.


			Rivian 2026 Proxy Statement			3

Continuing Members of the Board of Directors:

Class I Directors (terms to expire at the 2028 Annual Meeting)

The current members of the Board of Directors who are Class I Directors are as follows:


Name	Age	Served as a Director Since	Position with Rivian
Robert J. Scaringe	43	2009	Chief Executive Officer and Chairman of the Board of Directors
Peter Krawiec	54	2019	Director
Sanford Schwartz	73	2019	Director

The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:

Robert J. Scaringe

Age

Director Since

2009

Chief Executive Officer and Chairman of the Board of Directors

Dr. Scaringe founded Rivian in June 2009 and has since served as our Chief Executive Officer and member of our Board of Directors. Dr. Scaringe was designated as the Chairman of our Board of Directors in March 2018. While serving in these roles, Dr. Scaringe has led every major milestone achieved by the Company to date, including establishing its vertically integrated technology platforms, building multi-program manufacturing capabilities and developing meaningful partnerships. Dr. Scaringe also serves as chairman of the board of directors of Mind Robotics, Inc., an industrial AI and robotics company of which Rivian is a shareholder, and serves as chairman of the board of directors of Also, Inc., a micromobility business of which Rivian is a shareholder. Dr. Scaringe holds a B.S. from Rensselaer Polytechnic Institute and an M.S. and Ph.D. in Mechanical Engineering from the Sloan Automotive Laboratory at the Massachusetts Institute of Technology.

We believe Dr. Scaringe’s operational and technical expertise, leadership experience and continuity that he brings as our Founder and Chief Executive Officer, and his educational background and experience in the automotive industry qualifies him to serve on our Board of Directors.

Peter
Krawiec

Age

Director Since

2019

Director

Mr. Krawiec has served on our Board of Directors since February 2019. He has served as Senior Vice President of Worldwide Corporate and Business Development at Amazon.com, Inc., a publicly-held global technology company, since March 2021. Prior to this role, Mr. Krawiec served as Vice President of Worldwide Corporate Development at Amazon from April 2007 to March 2021 and as Director of Worldwide Corporate Development at Amazon from October 2004 to April 2007. Earlier in his career, Mr. Krawiec spent seven years working in venture capital and investment banking. Mr. Krawiec holds a B.A. in Economics from Trinity College and an M.B.A. from the Kellogg School of Management at Northwestern University.

We believe Mr. Krawiec’s experience involving strategic acquisitions, investments, and partnerships in the technology industry, as well as his venture capital and investment banking background, qualifies him to serve on our Board of Directors.


4			Rivian 2026 Proxy Statement

Sanford
Schwartz

Age

Director Since

2019

Director

Mr. Schwartz has served on our Board of Directors since September 2019. In December 2024, Mr. Schwartz joined Mudita Venture Partners, a venture capital firm, as a Managing Partner. Previously Mr. Schwartz worked for Cox Enterprises, Inc., an automotive and media conglomerate, for 40 years. From January 2021 to December 2024, Mr. Schwartz served as Chief Executive Officer of the Cox Family Office, helping to guide family investments and estate planning for the company’s shareholders. Prior to this role, he served as President and Chief Executive Officer of Cox Automotive Inc., a global automotive services and software company, in addition to serving as President of Manheim, a provider of end-to-end wholesale vehicle solutions. Prior to that Mr. Schwartz served as President of Cox Media Group, a media conglomerate, in various roles including serving as the President of AutoTrader and AutoTrader Publishing. Mr. Schwartz is currently a member of the board of directors of A.C. Green Youth Foundation and Checkered Flag Foundation, board of trustees of Northwood University and board of advisors of Axios and Agero, Inc.

We believe Mr. Schwartz’s extensive leadership and automotive industry experience qualifies him to serve on our Board of Directors.


			Rivian 2026 Proxy Statement			5

Class III Directors (terms to expire at the 2027 Annual Meeting)

The current members of the Board of Directors who are Class III Directors are as follows:


Name	Age	Served as a Director Since	Position with Rivian
Jay Flatley	73	2021	Director
John Krafcik	64	2023	Director

The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:

Jay
Flatley

Age

Director Since

2021

Director

Mr. Flatley has served as a member of our Board of Directors since May 2021. Mr. Flatley is currently Chief Executive Officer of Radian, a stealth start up, since August 2025. He served as acting Chief Executive Officer of Zymergen Inc., a biofacturing company, from August 2021 through October 2022. Mr. Flatley served as Chairman of the board of directors of Illumina, Inc., a public company focused on sequencing and array-based solutions for genetic analysis, from January 2020 to May 2021, after previously serving as Executive Chairman from July 2016 to January 2020, as Chief Executive Officer from December 2013 to July 2016 and as the President and Chief Executive Officer from October 1999 to December 2013. Prior to that, Mr. Flatley was co-founder, President, Chief Executive Officer, and a director of Molecular Dynamics, a life sciences company focused on genetic discovery and analysis, from July 1994 until its sale to Amersham Pharmacia Biotech in September 1998. Mr. Flatley currently serves as Chairman of the board of directors of Cellanome, a biotechnology company focused on developing a unique multiomics platform to measure biology, Chairman of the board of directors of the Wellcome Leap Fund, a non-profit focused on human health innovation, on the board of trustees for The Salk Institute, a non-profit focused on mentoring future generations of researchers, and on the board of directors of Denali Therapeutics Inc., a biopharmaceutical company. Mr. Flatley has also served on the boards of directors of Iridia, Inc., a private nanotechnology data storage company, Coherent, Inc., a public company and provider of lasers and laser-based technologies, and Zymergen Inc. Mr. Flatley holds a B.S. and M.S. in Industrial Engineering from Stanford University and a B.A. in Economics from Claremont McKenna College.

We believe Mr. Flatley’s leadership and manufacturing experience as a senior executive and director of several public companies qualifies him to serve on our Board of Directors.


6			Rivian 2026 Proxy Statement

John
Krafcik

Age

Director Since

2023

Director

Mr. Krafcik has served as a member of our Board of Directors since July 2023. Mr. Krafcik served as Chief Executive Officer of Waymo LLC, an autonomous driving technology company and an independent company of Google's parent company, Alphabet, Inc., from September 2015 to May 2021, and served as a consultant to Waymo from May 2021 to May 2022. Prior to that, from April 2014 to September 2015, Mr. Krafcik served as President of TrueCar, Inc., a publicly traded automotive pricing and digital retailing website company, and as a director of TrueCar from February 2014 until March 2020. Prior to TrueCar, Mr. Krafcik was with Hyundai Motor America, a South Korean automaker, from March 2004 to December 2013, during which time he served as President and Chief Executive Officer from November 2008 to December 2013 and as Vice President of Product Development and Strategic Planning from March 2004 to November 2008. Prior to joining Hyundai, Mr. Krafcik was with Ford Motor Company, where he held various product development leadership positions. Mr. Krafcik holds a Bachelor of Science in Mechanical Engineering from Stanford University and a Masters in Management from the Sloan School of Management at the Massachusetts Institute of Technology.

We believe that Mr. Krafcik’s extensive leadership and product development experience in the automotive industry qualifies him to serve on our Board of Directors.


			Rivian 2026 Proxy Statement			7

Proposal 2:
Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Our Board of Directors has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of KPMG LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

KPMG LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2025 and has served as our independent registered public accounting firm since August 20, 2021.

A representative of KPMG LLP is expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

In the event that the appointment of KPMG LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2027. Even if the appointment of KPMG LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interest of the Company.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.


8			Rivian 2026 Proxy Statement

Independent Registered Public Accounting Firm Fees and Other Matters

The following table summarizes the fees of KPMG LLP, our independent registered public accounting firm, billed to us for the fiscal years ended December 31, 2025 and December 31, 2024 for audit and other services.



Fee Category	2025 ($)	2024 ($)

Audit Fees(1)	8,080,000	9,030,000
Audit-Related Fees(2)	150,000	150,000
Tax Fees(3)	800,000	1,470,000
All Other Fees(4)	10,000	20,000
Total Fees	9,040,000	10,670,000

(1)Audit fees for the fiscal years ended December 31, 2025 and 2024 include fees for the audit of our annual consolidated financial statements and internal control over financial reporting, reviews of our quarterly condensed consolidated financial statements, statutory and stand-alone-audit procedures for subsidiaries, and certain other fees related to comfort letters and consents.

(2)Audit-related fees for the fiscal year ended December 31, 2025 include fees for assurance services to review the allocation of bond proceeds from the issuance of Green Convertible Notes and consolidated statement of social metrics in accordance with standards established by the American Institute of Certified Public Accountants and certain other agreed upon procedures and accounting advisory services.

(3)Tax fees for the fiscal years ended December 31, 2025 and 2024 include fees for global mobility tax services.

(4)Other non-audit services relate to general training services for the years ended December 31, 2025 and 2024.

Audit Committee Pre-Approval Policy and Procedures

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage KPMG LLP to render any audit, audit-related, tax, or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by KPMG LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile, and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. The Audit Committee may, on a periodic basis, review and generally pre-approve the services (and related fee levels or budgeted amounts) that may be provided by KPMG LLP without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. The Audit Committee pre-approved all services performed since the Pre-Approval Policy was adopted.


			Rivian 2026 Proxy Statement			9

Audit Committee Report

The Audit Committee, management, and the independent registered public accounting firm each have different roles and responsibilities with respect to the Company’s financial statements and internal control over financial reporting.

The Audit Committee’s core purpose is to assist the Board of Directors by providing oversight over the Company’s financial reporting processes and annual and quarterly financial statements and related disclosures, the qualifications, performance and independence of the Company’s independent auditor, and the Company’s policies and practices regarding ethics and compliance. The Audit Committee operates under a written charter that has been approved by the Board of Directors and is reviewed annually.

Management is responsible for preparing the Company’s financial statements and for the financial reporting process, including evaluating the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting.

KPMG is the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the financial statements with accounting principles generally accepted in the United States of America, and on the effectiveness of the Company’s internal control over financial reporting.

In connection with the preparation of the Company’s financial statements as of and for the year ended December 31, 2025, the Audit Committee reviewed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025 and discussed these financial statements with management and with KPMG. The Audit Committee has also received from, and discussed with, KPMG various communications that KPMG is required to provide to the Audit Committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

KPMG also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between KPMG and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with KPMG its independence from the Company.

Based on its discussions with management and KPMG, and its review of the representations and information provided by management and KPMG, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

•Karen Boone (Chair)

•Jay Flatley

•John Krafcik


10			Rivian 2026 Proxy Statement

Proposal 3:
Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers in 2025

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Rule 14a-21 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we request that our stockholders cast a non-binding, advisory vote to approve the compensation of our named executive officers as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders of Rivian Automotive, Inc. approve, on an advisory (non-binding) basis, the compensation of Rivian Automotive, Inc.’s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Rivian Automotive, Inc.’s Proxy Statement for the 2026 Annual Meeting of Stockholders.”

We believe that our compensation programs and policies for the year ended December 31, 2025 were an effective incentive for the achievement of our goals, aligned with stockholders’ interest, and worthy of stockholder support. Additional details concerning how we structure our compensation programs to meet the objectives of our compensation programs are provided in the section titled “Executive Compensation” in this Proxy Statement. In particular, we discuss how we design our performance-based compensation programs, including equity compensation, and set compensation targets and other objectives to maintain a close correlation between Company and individual achievement.

This vote is merely advisory and will not be binding upon us, our Board of Directors or our Compensation Committee, nor will it create or imply any change in the duties of us, our Board of Directors or our Compensation Committee. The Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation decisions. The Board of Directors values constructive dialogue on executive compensation and other significant governance topics with our stockholders and encourages all stockholders to vote their shares on this important matter. At our 2022 Annual Meeting of Stockholders, our stockholders recommended, on an advisory basis, that the stockholder vote on the compensation of our named executive officers occur every year. In light of the foregoing recommendation, our Board of Directors determined to hold a “say-on-pay” advisory vote every year. Accordingly, our next advisory say-on-pay vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at the 2027 Annual Meeting of Stockholders.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers in 2025.


			Rivian 2026 Proxy Statement			11

Corporate Governance

General

Our Board of Directors has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for our Audit Committee, Compensation Committee, Nominating and Governance Committee, and Planet and Policy Committee to assist the Board of Directors in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics in the “Governance” section of the “Investor Relations” page of our website located at www.rivian.com.

Director Independence

Karen Boone, Jay Flatley, Aidan Gomez, John Krafcik, Peter Krawiec and Sanford Schwartz each qualify as “independent” in accordance with the listing requirements of Nasdaq. In addition, Rose Marcario, who resigned from the Board of Directors effective January 1, 2026, qualified as “independent” during her term of service. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by The Nasdaq Stock Market LLC Listing Rules (the “Nasdaq Rules”), our Board of Directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each director. There are no family relationships among any of our directors or executive officers.

Executive Sessions

Our independent directors meet in executive session on a regularly scheduled basis. Each executive session of the independent directors is presided over by Karen Boone, our Lead Independent Director, or her designee.

Director Candidates

The Nominating and Governance Committee is primarily responsible for searching for qualified director candidates for election to the Board of Directors and filling vacancies on the Board of Directors. To facilitate the search process, the Nominating and Governance Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest, and determines if candidates meet the qualifications desired by the Nominating and Governance Committee for candidates for election as a director.

In evaluating the suitability of individual candidates (both new candidates and current directors), the Nominating and Governance Committee, in recommending candidates for election, and the Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity, ethics, and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; professional and academic experience relevant to the Company’s industry, operations, business lines, and target markets; experience as a board member of another publicly held company; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other directors; ability to make mature business judgments, including the ability to make independent analytical inquiries; and any other relevant qualifications, attributes, or skills. The Board of Directors evaluates each individual in the context of the Board of Directors as a whole, with the objective of ensuring that the Board of Directors, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

Stockholders may recommend individuals to the Nominating and Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Governance Committee, c/o Secretary, Rivian Automotive, Inc., 14600 Myford Road, Irvine, California 92606. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.


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Communications from Stockholders

The Board of Directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Secretary and Chairman of the Board of Directors consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board of Directors should address such communications in writing to the Board of Directors, c/o Secretary, Rivian Automotive, Inc., 14600 Myford Road, Irvine, California 92606.

Board Leadership Structure and Role in Risk Oversight

Our Amended and Restated Bylaws and Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of Chairman of the Board of Directors and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Currently, the roles are combined, with Dr. Scaringe serving as Chairman of the Board of Directors and Chief Executive Officer. Our Board of Directors has determined that combining the roles of Chairman of the Board of Directors and Chief Executive Officer is best for our Company and its stockholders at this time because it promotes unified leadership by Dr. Scaringe and allows for a single, clear focus for management to execute the Company’s strategy and business plans. Our Board of Directors also benefits from the strong leadership of Ms. Boone, our Lead Independent Director, and is comprised of individuals with extensive experience in finance and accounting, the automotive and technology industries, and public company management. For these reasons and because of the strong leadership of Dr. Scaringe as Chairman of the Board of Directors and Chief Executive Officer, our Board of Directors has concluded that our current leadership structure is appropriate at this time. However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Our Corporate Governance Guidelines provide that, if the Chairman of our Board of Directors is a member of management or does not otherwise qualify as independent, the independent members of our Board of Directors may elect among themselves a lead independent director. Ms. Boone has served as our Lead Independent Director since November 2021. The Lead Independent Director’s responsibilities include, but are not limited to, presiding over all meetings of the Board of Directors at which the Chairman of the Board of Directors is not present, including any executive sessions of the independent directors, approving the Board of Directors’ meeting schedules and agendas, and acting as liaison between the independent directors of the Board of Directors and the Chief Executive Officer and Chairman of the Board of Directors.

Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks we face. Throughout the year, senior management reviews these risks with the Board of Directors at regular Board of Directors meetings as part of management presentations that focus on particular business functions, operations, or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight. While our Board of Directors is responsible for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial risk and enterprise exposures and the steps our management has taken to mitigate such exposures, including the structure, design, adoption, and implementation of our risk management policies and internal control systems. The Audit Committee also oversees management of cybersecurity, information technology, data and privacy risks and approves or disapproves any related person transactions. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Nominating and Governance Committee manages risks associated with the independence of our Board of Directors and governance matters. Our Planet and Policy Committee manages risks associated with environmental, social responsibility, human rights, and public policy and regulatory matters. The Board of Directors does not believe that its leadership structure affects its role in the oversight of our risks.


			Rivian 2026 Proxy Statement			13

Code of Ethics

We have a written Code of Business Conduct and Ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics in the “Governance” section of the “Investor Relations” page of our website located at www.rivian.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq Rules concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Insider Trading Compliance Policy; Anti-Hedging Policy

Our Board of Directors has adopted an Insider Trading Compliance Policy, which governs the purchase, sale and other dispositions of our securities by our directors, officers, and employees. We believe our Insider Trading Compliance Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. It is also our policy to comply with applicable insider trading laws and regulations with respect to transactions in our own securities. A copy of our Insider Trading Compliance Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024. Additionally, unless otherwise approved by our Board of Directors, our Insider Trading Compliance Policy prohibits our directors, officers, and employees and any entities they control from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause an officer, director, or employee to no longer have the same objectives as the Company’s other stockholders.

Board Member Attendance

There were ten (10) meetings of the Board of Directors during the fiscal year ended December 31, 2025. During the fiscal year ended December 31, 2025, each incumbent director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.

Under our Corporate Governance Guidelines, which is available on our website at www.rivian.com, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board of Directors and all committees on which the director sits (including separate meetings of the independent directors), with the understanding that, on occasion, a director may be unable to attend a meeting. A director who is unable to attend a meeting of the Board of Directors or a committee of the Board of Directors is expected to notify the Chairman of the Board of Directors or the Chairperson of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting. We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will attend. All of our directors then serving attended the 2025 Annual Meeting of Stockholders.


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Committees of the Board

Our Board of Directors has established four standing committees — Audit, Compensation, Nominating and Governance, and Planet and Policy — each of which operates under a written charter that has been approved by our Board of Directors.

The members of each of the committees of our Board of Directors and committee chairpersons (or “Chair”) as of April 23, 2026 are set forth in the following chart.

Name

Audit

Compensation

Nominating and Governance

Planet and Policy

Karen Boone

Chair

Jay Flatley

Aidan Gomez

John Krafcik

Chair

Peter Krawiec

Sanford Schwartz

Chair

Audit Committee

Our Audit Committee oversees our corporate accounting and financial reporting process. Our Audit Committee’s responsibilities include, among other things:

•appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•overseeing the work of our independent registered public accounting firm;

•reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•reviewing the scope of the internal and independent auditors’ assessment of internal control over financial reporting;

•coordinating our Board of Directors’ oversight of our Code of Business Conduct and Ethics and monitoring the procedures in place to enforce the Code of Business Conduct and Ethics;

•reviewing with management our major financial risk and enterprise exposures and the steps taken to mitigate such exposures, including cybersecurity, information technology, data and privacy risks, as well as management’s operation of our cybersecurity risk management program;

•reviewing and providing oversight with respect to our procedures for the receipt, retention, and treatment of accounting related complaints and concerns;

•reviewing and approving or ratifying any related person transactions; and

•preparing the Audit Committee report required by the SEC rules (which is included on page 10 of this Proxy Statement).

The Audit Committee charter is available on our website at www.rivian.com. The members of the Audit Committee are Ms. Boone, Mr. Flatley, and Mr. Krafcik. Ms. Boone serves as the Chair of the committee. Our Board of Directors has affirmatively determined that each of Ms. Boone, Mr. Flatley and Mr. Krafcik is independent for purposes of serving on an audit committee under Rule 10A-3 promulgated under the Exchange Act and the Nasdaq Rules, including those related to audit committee membership.

The members of our Audit Committee meet the requirements for financial literacy under the applicable Nasdaq Rules. In addition, our Board of Directors has determined that Ms. Boone qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended (“Regulation S-K”), and under the similar Nasdaq Rules requirement that the audit committee have a financially sophisticated member.

The Audit Committee met six (6) times in 2025.


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Compensation Committee

Our Compensation Committee oversees policies relating to the compensation and benefits of our executive officers and directors. Our Compensation Committee’s responsibilities include, among other things:

•recommending to the Board of Directors the compensation and related policies for directors in respect of their service on the Board of Directors and its committees and reviewing director compensation;

•reviewing and approving, or recommending to the Board of Directors for approval, the compensation of our Chief Executive Officer;

•reviewing and approving, or recommending to the Board of Directors, the compensation of our other executive officers;

•reviewing and approving, or recommending to the Board of Directors for approval, any employment agreements and any severance arrangements or plans for our Chief Executive Officer and other executive officers;

•reviewing and discussing annually with management our “Compensation Discussion and Analysis;”

•providing general oversight of our compensation and benefits policies, practices, and plans to ensure they advance our strategic goals and comply with regulatory requirements and applicable law, as well as overseeing the management of related risks;

•reviewing our incentive compensation and other equity-based plans, and recommending changes in such plans as it deems necessary or appropriate;

•administering our clawback policy;

•making recommendations to the Board of Directors regarding succession planning for the CEO and our other executive officers;

•reviewing with management our strategies, policies and practices with respect to human capital management, talent management, workplace culture and employee engagement; and

•preparing the annual Compensation Committee report.

The Compensation Committee generally relies on market informed recommendations from third-party compensation consultants and also considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of executive officers (other than the Chief Executive Officer). Pursuant to the Compensation Committee’s charter, which is available on our website at www.rivian.com, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel, and other advisors to assist in carrying out its responsibilities. Since March 2021, the Compensation Committee has engaged Semler Brossy, a compensation consulting firm (“Semler Brossy”), to assist in making decisions regarding the amount and types of compensation to provide our executive officers and non-employee directors. Semler Brossy reports directly to the Compensation Committee. The Compensation Committee has considered the advisor independence factors required under SEC rules as they relate to Semler Brossy and has determined that Semler Brossy’s work does not raise a conflict of interest.

The Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time and may also delegate to one or more officers the authority to grant equity awards to certain employees. The Compensation Committee has delegated to an Equity Incentive Committee, comprised of Company officers, the authority to grant equity awards to certain employees, as further described in its charter and certain resolutions approved by the Compensation Committee, and subject to the terms of our equity plans.

The members of our Compensation Committee are Ms. Boone, Mr. Flatley and Mr. Schwartz. Mr. Schwartz serves as the Chair of the Compensation Committee. Each member of the Compensation Committee qualifies as an independent director under Nasdaq’s heightened independence standards for members of a compensation committee and as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act.

The Compensation Committee met eight (8) times in 2025.


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Nominating and Governance Committee

Our Nominating and Governance Committee oversees and assists our Board of Directors in reviewing and recommending nominees for election as directors and developing and maintaining our corporate governance policies. Our Nominating and Governance Committee’s responsibilities include, among other things:

•identifying individuals qualified to become directors;

•recommending to the Board of Directors the persons to be nominated for election as directors and to each committee of the Board of Directors;

•developing and recommending Corporate Governance Guidelines to the Board of Directors, and reviewing and recommending to the Board of Directors proposed changes to our Corporate Governance Guidelines from time to time; and

•overseeing a periodic evaluation of the Board of Directors and the committees of the Board of Directors.

The Nominating and Governance Committee charter is available on our website at www.rivian.com. In 2025, the members of our Nominating and Governance Committee were Mr. Krafcik and Ms. Marcario. Ms. Marcario resigned from the Board of Directors effective January 1, 2026, and Mr. Krawiec joined as a member of the Nominating and Governance Committee. Mr. Krafcik serves as the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee has the authority to consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders.

The Nominating and Governance Committee met three (3) times in 2025.

Planet and Policy Committee

Our Planet and Policy Committee oversees and assists our Board of Directors in overseeing and advising the Company with respect to our ongoing commitment to environmental matters, sustainability initiatives, nonprofit initiatives, public policy and regulatory matters, and human rights and social responsibility, and other related matters (“P&P Matters”). Our Planet and Policy Committee’s responsibilities include, among other things:

•developing, recommending to the Board of Directors, and reviewing at least once a year a set of P&P Matters guidelines;

•overseeing our reporting and disclosure with respect to P&P Matters;

•developing a process for the evaluation of our P&P Matters efforts and consideration of current and emerging P&P Matters that may affect our business, operations, performance, or public image; and

•overseeing our efforts to implement systems to monitor P&P Matters.

The Planet and Policy Committee charter is available on our website at www.rivian.com. In 2025, the members of our Planet and Policy Committee were Ms. Marcario and Mr. Schwartz and Ms. Marcario served as the Chair of the Planet and Policy Committee. Ms. Marcario resigned from the Board of Directors effective January 1, 2026, and Ms. Boone joined as the Chair of the Planet and Policy Committee.

The Planet and Policy Committee met four (4) times in 2025.


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Executive Officers

The following table identifies our current executive officers:


Name	Age	Position
Robert J. Scaringe(1)	43	Chief Executive Officer and Chairman of the Board of Directors
Claire McDonough(2)	44	Chief Financial Officer
Michael Callahan(3)	57	Chief Administrative Officer and Chief Legal Officer

(1)See biography on page 4 of this Proxy Statement.

(2)Ms. McDonough has served as our Chief Financial Officer since January 2021. Before Rivian, Ms. McDonough was a Managing Director and Co-head of Disruptive Commerce at J.P. Morgan, a multinational investment bank and financial services company, where she worked from September 2014 to January 2021. From June 2013 to August 2014, Ms. McDonough worked as Vice President and Treasurer and Senior Director of Finance and Strategy at Fairway Market, a food retailer. Since April 2025, Ms. McDonough has served on the board of directors of AutoZone, Inc., an automotive parts retailer and distributor. Ms. McDonough also currently serves on the board of directors of Rivian and Volkswagen Group Technologies, LLC, our joint venture with the Volkswagen Group. Ms. McDonough holds a B.A. in Public Policy and Visual Art from Duke University and an M.B.A. from the University of Chicago Booth School of Business.

(3)Mr. Callahan has served as our Chief Administrative Officer since June 2025 and as our Chief Legal Officer since 2023. Before joining Rivian, Mr. Callahan was a Professor of the Practice of Law at Stanford Law School for nearly five years. Prior to entering academia, Mr. Callahan was Senior Vice President and General Counsel at LinkedIn, where he had global responsibility for legal, regulatory and public policy matters, including ethics and compliance and corporate governance. Before that, he was Executive Vice President and Chief Legal Officer at Ten-X and Executive Vice President and General Counsel at Yahoo! Inc. Mr. Callahan currently serves on the board of directors of Mind Robotics, Inc., an industrial AI and robotics company of which Rivian is a shareholder. Mr. Callahan holds a B.S. from the Walsh School of Foreign Service at Georgetown University and a J.D. from the University of Connecticut.


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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) includes a detailed discussion of compensation of the following executive officers, which we refer to collectively as our named executive officers (“NEOs”):


Robert J. Scaringe			Founder and Chief Executive Officer (“CEO”)
Claire McDonough			Chief Financial Officer (“CFO”)
Michael Callahan			Chief Administrative Officer (“CAO”) and Chief Legal Officer

Executive Summary

Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services. Through innovation across its electrical architecture, end-to-end software, autonomous driving platform, artificial intelligence, and propulsion, we create vehicles that excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Our vehicles are manufactured in the United States and are sold directly to consumer and commercial customers. Whether taking families on new adventures or electrifying fleets at scale, Rivian vehicles all share a common goal — preserving the natural world for generations to come.

Our executive compensation program is designed to attract, retain, and motivate our executive team to fulfill our mission. We believe that our approach to executive compensation is aligned with our stockholder and broader stakeholder interests. Most compensation for our executive officers is delivered in equity, and in 2025 included performance-based restricted stock units (PSUs) for the CEO based on rigorous goals that are directly aligned with returns for our stockholders. We believe that equity compensation is a critical element of our compensation philosophy to focus our executive officers on our mission and the successful execution of our Company priorities and aligns their interests with the long-term interests of our stockholders.

2025 Operational Highlights

In 2025, we achieved several significant operational results:

•Profitability: Achieved our first full year of positive gross profit, generating $144 million of gross profit for 2025, a $1.3 billion improvement year-over-year. Removed over $7,200 of automotive cost of goods sold per vehicle delivered in the fourth quarter of 2025 compared to the fourth quarter of 2024.

•Impact: ~176,000 Rivian vehicles on the road and over 3.9 billion miles driven (as of April 26, 2026).

•Customer Satisfaction: A leading consumer publication ranked the Rivian brand number one in its owner satisfaction survey, with an 85% score on if “owners would buy again” for the third year in a row. Rivian was rated 14 percentage points better than the next closest brand. For the second consecutive year, Rivian was awarded MotorTrend Group’s Best Automaker App, and our Quad R1T won Top Gear’s US Truck of the Year. Strong early media reviews of pre-production R2 with one reviewer saying the R2 is “probably the best EV I’ve ever been around.”

•Technology Leadership: Hosted our first Autonomy & AI Day, unveiling our third-generation autonomy platform and the Rivian Autonomy Processor 1 (RAP1), an in-house custom chip designed specifically for physical AI. We also announced Rivian Assistant, a next-generation voice interface using an in-house agentic AI framework. We released Universal Hands-Free in December, expanding our assisted driving capabilities to over 3.5 million miles across the US and Canada.

•New Platforms and Technologies: Prepared for the 2026 launch of R2 by completing a 1.1 million square foot expansion at our Normal, Illinois plant, and successfully drove our first R2 manufacturing validation builds (MVB) off the general assembly line. We are also developing new commercial van variants featuring all-wheel drive and a larger battery pack for Amazon.

•Customer Experience: Expanded our commercial footprint to 36 spaces, 97 service centers, and nearly 700 mobile service vehicles. In 2025, we completed over 98,000 demo drives. We grew the Rivian Adventure Network to over 930 chargers across 140+ sites, continued rolling out NACS compatible chargers, and opened over 90% of our RAN sites to non-Rivian EV customers.


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2025 Executive Compensation Highlights

Our 2025 executive compensation program was designed to be consistent with our overall executive compensation philosophy. In light of our performance in 2025, the Compensation Committee approved the following compensation actions for our NEOs, which is more fully described in this CD&A.


Compensation Element			Actions
Base Salary			•The Compensation Committee increased the base salary of our CFO and CAO from $425,000 to $600,000, effective April 21, 2025. Additionally, the base salary of the CEO increased from $1,000,000 to $2,000,000, effective November 3, 2025. We considered market data, peer group data and internal pay equity considerations in determining these increases.
Annual Incentive Bonus			•The Compensation Committee increased the bonus target of our CFO and CAO from 50% to 75%, effective January 1, 2025. We considered market data, peer group data and internal pay equity considerations in determining these increases. •In March 2025, the Compensation Committee approved our annual incentive bonus program for 2025, under which each of our NEOs (excluding the CEO whose target is 100% of base salary) had a target incentive of 75% of base salary. Our annual incentive bonus opportunity for our NEOs were based upon a holistic assessment of financial, production, customer/growth, and organizational goals. The annual incentive bonus program metrics for our NEOs were vehicle deliveries, gross profit, free cash flow and R2 launch readiness. •The Company’s 2025 performance resulted in 91% achievement against our goals and the Compensation Committee approved a bonus payout of 91% of the target incentive amount for our NEOs. These bonuses were paid to the CEO, CFO and CAO in the form of fully vested restricted stock units.
Long-Term Incentive Compensation			•In March 2025, the Compensation Committee approved grants of restricted stock units and stock options to our CFO and CAO as part of a competitive package relative to our peer group and in recognition of their continued leadership and contribution to our success. The restricted stock units vest over four years and stock options vest over five years. •In April 2025, the Compensation Committee approved grants of restricted stock units, performance stock units, and stock options to our CEO as part of a competitive package relative to our peer group and in recognition of his continued leadership and critical contribution to our success. •In November 2025 the Compensation Committee cancelled the 2021 CEO Performance Award and approved the replacement 2025 CEO Award (as defined below) to our CEO.

Our Compensation Philosophy

The purpose of our executive compensation program is to enable Rivian to attract, inspire, engage, develop, and reward our team in service of our mission.

We use the following principles to accomplish our philosophy:

•‘One Rivian’: We want our team to be aligned and motivated by the same goals, which is why our bonus program is based on Company-wide operational goals.


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•Competitiveness: The importance of attracting and retaining critical talent. We operate in a highly competitive talent market; our pay programs are designed to be competitive to attract new talent to the Company and retain current talent that supports our trajectory.

•Long-Term Ownership: Our goal is for all of our employees, including our executives, to think like owners and to have alignment with the long-term value creation of the Company. We heavily weight our total pay packages towards equity to ensure that our executives and employees are committed to the long-term success of the Company.

Our Commitment to Best Practices

We have adopted the following policies and practices to ensure proper governance of our executive compensation programs and strengthen the alignment of our executive compensation programs and stockholder interests:

What We Do

What We Don’t Do

Retain 100% independent directors on our Compensation Committee

No pension plans or supplemental retirement plans

The Compensation Committee engages an independent compensation advisor who provides no other services to the Company

No hedging or pledging of our stock by directors or employees

A significant portion of compensation for NEOs is at-risk, and based on either our stock price performance or Company financial and operational goals

No excise tax gross-ups upon a change in control

Annual review of NEO compensation and peer group data

Double-trigger change in control arrangements

Regularly assess the risk-reward balance of our compensation programs to mitigate undue risks

Maintain a policy to claw back any excess compensation paid following a financial restatement

Annual Say on Pay vote

Our Executive Compensation Process

Our compensation process is collaborative. The Compensation Committee, its independent advisor Semler Brossy, other independent board members, external legal counsel, our management team and our CEO (except with respect to their own compensation) provide valuable input and perspectives that are used to make executive compensation decisions. We believe this approach allows us to leverage the diverse experience and expertise of these groups for setting compensation levels, identifying performance metrics, and selecting how compensation should be delivered to executive officers when performance expectations are met or exceeded.

Overview of Factors Considered in Setting Executive Compensation

The Compensation Committee assesses the competitiveness of each element of our executive officers’ total direct compensation against the compensation peer group, as discussed below. In developing this compensation peer group, the Compensation Committee, in collaboration with Semler Brossy, considered a number of factors, including:

•Industry: companies with similar business and talent characteristics (e.g., software, automobile, technology and AI);

•Scale and complexity: comparable market capitalization and revenue;

•Business characteristics: geographic location, growth projections, valuation multiples, etc. are taken into account; and

•Talent: companies competing for the same high potential, high performing executives we need to deliver on our business strategy.


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Based on these criteria, in February 2025 the Compensation Committee approved the following peer group to be used to support 2025 compensation decisions for our NEOs. The Committee made a number of changes to the peer group to ensure it included a mix of companies with technology focus as well as industrial and manufacturing operations, while also aligning to Rivian’s revenue and market capitalization.

Executive Compensation Peer Group


•Aptiv •Carvana •DoorDash •Ford •General Motors •Harley-Davidson			•Lucid Group •Lyft •Masco •Mobileye •PACCAR •Pinterest			•Roblox •Snap •Snap-on •Stanley Black & Decker •Zillow Group •Zoom

While we do not establish compensation levels solely based on a review of competitive data, we believe market data is a meaningful input to our compensation policies and practices in order to attract and retain qualified executive officers. When making decisions on total compensation for executive officers, the Compensation Committee also considers a number of other factors, including Company performance, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance, demonstrated leadership, and internal pay equity considerations.

We review our peer group annually to reflect changes to our size and scale and ensure it continues to be aligned with our business and talent needs.

Key Factors in Determining Executive Compensation

Role of the Compensation Committee: The Compensation Committee is responsible for establishing and reviewing general policies and plans relating to compensation and benefits of our employees and for our overall compensation philosophy. The Compensation Committee reviews, approves, and determines, or makes recommendations to our Board of Directors regarding, the compensation of our management team, including our CEO and other NEOs, and non-employee directors. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, and other NEOs, evaluating the performance of our executive officers, including our CEO and other NEOs, in light of these goals and objectives, and setting, or recommending to the Board of Directors, the compensation of our CEO, and other NEOs, including bonus determinations and periodically reviewing and discussing with our Board of Directors the corporate succession and development plans for our executive officers and certain key employees. The Compensation Committee is also responsible for evaluating the performance of the independent compensation consultant, reviewing, and approving, and administering our incentive compensation plans, and reviewing, administering, and recommending to our Board of Directors changes to our equity compensation plans.

Role of Management: Our CEO reviews the amount and structure of pay components (base salary, bonus, and long-term incentives) for members of our management team other than himself (including the other NEOs), identifies key targets and objectives, and negotiates the material terms of the sign-on pay packages and employment agreements for new members of our management team and separation agreements for departing executives. Our CEO considers market data presented by our compensation advisors and internal compensation data to determine executive officer pay recommendations to review with the Compensation Committee, and evaluates the performance of our management team, including our NEOs, and reviews their performance with the Compensation Committee. Our CEO is not present for deliberations on his own compensation.

Our people, finance, and legal teams support the Compensation Committee by providing data on market pay practices, internal labor force considerations, as well as internal employee sentiment and engagement, support our CEO with information on corporate and individual performance for NEOs and provide recommendations on other compensation matters, including the negotiation of new employment agreements, and present information and provide clarity on market data, but refrain from participating in discussions or final decisions on their own pay quantum and structure.

Role of our Compensation Advisor: The Compensation Committee engaged Semler Brossy as its independent compensation advisor. Semler Brossy attends meetings at the request of the Compensation Committee, meets with the Compensation Committee in executive session without management, and communicates with the Compensation Committee regarding emerging issues and other matters. They review and provide advice relating to:

•overall compensation philosophy and alignment with our business strategy;

•annual and long-term incentive plans, including the degree to which incentive plans support business strategies and balance risk-taking with potential reward;

•peer group pay and performance comparisons;


22			Rivian 2026 Proxy Statement

•competitiveness of NEOs’ compensation and realizable pay opportunities;

•changes to NEOs’ compensation levels;

•design of other compensation and benefits programs, including severance and change in control arrangements; and

•preparation of public filings related to executive compensation, including CD&A and accompanying tables and footnotes.

Semler Brossy does not provide any services to Rivian other than the aforementioned services provided to the Compensation Committee. The Compensation Committee assessed the independence of Semler Brossy and concluded that there are no conflicts of interest regarding the work that Semler Brossy performs for the Compensation Committee.

Role of our Stockholders: At our 2025 Annual Meeting of Stockholders, our stockholders voted in a non-binding, advisory vote to approve the compensation of our NEOs. The Compensation Committee reviewed the results of this vote, and, in light of the approval by a substantial majority of our stockholders of the compensation programs described in our 2025 proxy statement (representing approximately 91.9% of the voting power of the shares represented in person or by proxy at the meeting and entitled to vote), did not implement any significant changes to our executive compensation program as a result of the vote. At our 2022 Annual Meeting of Stockholders, our stockholders also voted in a non-binding, advisory vote on the frequency with which we will hold non-binding, advisory votes to approve the compensation of our NEOs and substantially all of the votes cast (99.9%) were in favor of a frequency of every year. Accordingly, we are again holding a non-binding advisory vote to approve the compensation of our NEOs at our 2026 Annual Meeting, and currently intend to hold additional non-binding, advisory votes to approve the compensation of our NEOs annually.

Elements of Executive Pay and 2025 Compensation

Base Salary

We use base salary to provide a fixed amount of compensation for our NEOs in exchange for their services. Our Compensation Committee considers peer group compensation data for each of our NEO's at the 25th, 50th, and 75th percentiles.

The Compensation Committee annually reviews the base salaries of our NEOs and makes adjustments as it deems necessary or appropriate based on the factors described above in “Overview of Factors Considered in Setting Executive Compensation,” including reviewing peer group compensation data for similarly situated executives. For our non-CEO NEOs, the Committee also considers the CEO's feedback on our Executive Assessment Framework for each NEO, which covers key areas of their role such as tenure, mastery of the role, individual performance, potential future impact and criticality of the NEO’s role to Rivian.

The annual base salaries for our NEOs as of December 31, 2025 are set forth in the table below.



Executive			Annual Base Salary (as of December 31, 2025) ($)

Robert J. Scaringe – Founder and CEO			2,000,000
Claire McDonough – CFO			600,000
Michael Callahan – CAO			600,000


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Annual Incentive Bonus

Our NEOs are each eligible to receive an annual performance-based cash incentive with a target opportunity expressed as a percentage of annual base salary and payment based on our Compensation Committee’s assessment of corporate performance.

For 2025, the target and maximum annual incentive bonus opportunities for our NEOs were as follows:



Named Executive Officer	2025 Target Bonus as % of Salary (%)	2025 Target Bonus ($)	2025 Maximum Bonus as % of Salary (%)(1)	2025 Maximum Bonus ($)

Robert J. Scaringe – Founder and CEO	100	1,115,386	150	1,673,077
Claire McDonough – CFO	75	406,113	113	616,587
Michael Callahan – CAO	75	406,113	113	616,587

(1)Under our Executive Bonus Plan, the maximum amount payable to our NEOs is equal to 150% of the amount of the target bonus.

The Compensation Committee increased the bonus target of our CFO and CAO from 50% to 75%, effective January 1, 2025. The increase was based on, among other things, peer group data and internal pay equity considerations. In March 2025, the Compensation Committee, with input from our management team, approved the following Company performance metrics for the annual incentive bonus program: (1) vehicle deliveries volume; (2) gross profit, and (3) free cash flow, with a combined total weight of 50%; and (4) R2 readiness, weighted 50%.

The 2025 performance goals for vehicle deliveries volume, gross profit and free cash flow are set forth below. We are not disclosing the performance goals for the progress on R2 readiness because the information constitutes confidential information, the disclosure of which would result in competitive harm. Our Compensation Committee established the progress on R2 readiness goals at levels our Compensation Committee determined would require significant effort to achieve.

Metric/Goal

Weighting

Target

2025 Actual

Percentage

Vehicle Delivery Volume(1)

50%

46,000

42,247

69%

Gross Profit

$310M

$144M

73%

Free Cash Flow(2)

($2,390M)

($2,139M)

125%

R2 Readiness

50%

Not disclosed

93%

(1)2025 Score for Delivery Volumes was calculated using interpolation of 2025 Performance vs. Performance to Target.

(2)Free Cash Flow is a non-GAAP financial measure defined as net cash used in operating activities less capital expenditures and is reported in our quarterly earnings releases along with its associated reconciliation. In determining achievement for the Free Cash Flow metric, our Compensation Committee increased the results reported in our financial statements by $350,000,000 that was expected to be received by Rivian and Volkswagen Group Technologies, LLC in January 2026 because the Compensation Committee determined that it more accurately reflected the performance of the Company during 2025.

In January 2026, the Compensation Committee reviewed performance against these metrics and certified the achievement of the performance goals at 91% of target. The bonus payout is based on the adjusted results with the following payouts: $1,015,001 for Dr. Scaringe, $369,563 for Ms. McDonough and $369,563 for Mr. Callahan. In lieu of cash payment of these bonus amounts, the Compensation Committee awarded each of our NEOs a number of fully vested restricted stock units determined by dividing the bonus amount earned by $15.10, which was the closing price of our Class A Common Stock on the day prior to the grant date and rounding up to the nearest whole unit. These fully-vested restricted stock units were granted on March 4, 2026.

Long-Term Incentive Compensation

Our equity award program is the primary vehicle used to differentiate compensation and for offering long-term incentives to our NEOs. We believe that equity awards align the interests of our NEOs with our stockholders, provide our NEOs with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting features of our equity awards encourage retention, supporting our goal of management longevity.


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In 2025, we implemented an equity mix for all of our NEOs (excluding the CEO) which included 50% in stock options and 50% in time-based restricted stock units, based on grant date fair value of the award. This balance supports our ongoing focus on strong R2 execution and overall profitability, and aligns with long-term shareholder value creation. The CEO equity award also includes PSUs. The PSU performance is tied to R2 deliveries in two tranches: total deliveries in 2026 (20% of the award) and total deliveries in 2027 (80% of the award). We have not disclosed the exact number of deliveries for either tranche because the information constitutes confidential information, the disclosure of which would result in competitive harm. Each R2 delivery goal for 2026 and 2027 must be achieved in full that year in order for the award to vest. There is no award for partial performance for either tranche of the award in its respective year. Our Compensation Committee established the R2 delivery goals at levels our Compensation Committee determined would require significant effort to achieve, and demonstrate the success of the launch of R2.

The table below outlines the equity awards granted to our NEOs in 2025, inclusive of the 2025 CEO Award for our CEO:


	Shareholder Value Creation (SMMs)	Stock Price Compound Annual Growth Rate
Executive		Over 5 Years	Over 10 Years

Robert J. Scaringe – CEO	1,306,622	435,541	653,311
Claire McDonough – CFO	1,045,298	—	522,649
Michael Callahan – CAO	696,866	—	348,433

In April 2025, as part of the annual grant, the Compensation Committee granted our CEO 653,311 restricted stock units 653,311 PSUs and an option to purchase 1,306,622 shares of our Class A Common Stock. The option has an exercise price per share of $11.15, the closing trading price of our Class A Common Stock on the grant date. The size of the award was calibrated based on, among other things, competitive grant values for chief executive officers of our peer group companies as well as in recognition of his continued leadership and criticality to our future success.

In April 2025, the Compensation Committee granted our CFO 522,649 restricted stock units and an option to purchase 1,045,298 shares of our Class A Common Stock. The option has an exercise price per share of $11.15, the closing trading price of our Class A Common Stock on the grant date. The size of the equity awards to our CFO were determined by the Compensation Committee after its review of the aggregate vested and unvested holdings of our CFO in comparison with other senior leaders at the Company and competitive grant values for similarly situated executives at our peer group companies.

In April 2025, the Compensation Committee granted our CAO 348,433 restricted stock units and an option to purchase 696,866 shares of our Class A Common Stock. The option has an exercise price per share of $11.15, the closing trading price of our Class A Common Stock on the grant date. The size of the equity awards to our CAO were determined by the Compensation Committee after its review of the aggregate vested and unvested holdings of our CAO in comparison with other senior leaders at the Company and competitive grant values for similarly situated executives at our peer group companies.

The restricted stock units vest over four years and the options vest over five years, subject to our NEO’s continued service to us. The performance period for the PSUs granted to the CEO for the first tranche end on December 31, 2026, and for the second tranche on December 31, 2027.

The options each have a ten-year term and generally become exercisable as they vest. The options are also subject to certain forfeiture and accelerated vesting provisions with respect to all or a portion of the award in the event of a change of control combined with a change in role or termination of service.

2025 CEO Award

On November 6, 2025, the Compensation Committee cancelled the previously-disclosed performance-based option to purchase up to 20,355,946 shares of Class A Common Stock granted to our CEO in January 2021 (the “2021 CEO Performance Award”) and granted an option to purchase up to 36,500,000 shares of the Company’s Class A Common Stock (the “2025 CEO Award”) to our CEO, under the Company’s 2021 Incentive Award Plan (the “2021 Plan”). The 2025 CEO Award represents a net increase of 16,144,054 shares underlying the option as compared to the 2021 CEO Performance Award and is intended to replace the 2021 CEO Performance Award, which was cancelled in connection with the approval of the 2025 CEO Award.


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The 2025 CEO Award is entirely at-risk. Shares underlying the option become vested and the option becomes exercisable only upon the achievement of what the Compensation Committee determined to be rigorous, challenging, pre-established performance goals over a multi-year period that also require continued service as the Company’s CEO for the applicable vesting period, subject to limited acceleration in the event of a qualifying termination of employment or change in control. The 2025 CEO Award will only vest, and value will only be realized by Dr. Scaringe, upon the achievement of significant stock price and financial performance improvements by the Company while Dr. Scaringe remains CEO. Vesting of the options tied to stock price under the 2025 CEO Award would reflect nearly $153 billion in incremental stockholder value compared to the Company’s current market capitalization, based on the exercise price and the stock price hurdles applicable to the 2025 CEO Award. The financial performance goals are tied to the Company achieving various levels of positive adjusted operating income and positive cash flow from operations.

To illustrate the incremental stockholder value created if all the stock price hurdles were met as of the award grant date:


	Shareholder Value Creation (SMMs)	Stock Price Compound Annual Growth Rate
Stock Price		Over 5 Years	Over 10 Years

$40	30,378	21%	10%
$50	42,637	27%	13%
$60	54,896	32%	15%
$70	67,156	36%	16%
$80	79,415	39%	18%
$90	91,674	43%	19%
$100	103,933	46%	21%
$110	116,192	49%	22%
$120	128,451	51%	23%
$130	140,710	54%	24%
$140	152,969	56%	25%

These metrics are intended to focus Dr. Scaringe on achieving improved profitability and disciplined cash generation as the Company scales production and expands its customer base. The independent members of the Board believe the stock price targets included in the 2025 CEO Award more accurately reflect current market conditions and the Company’s current stock price, while taking into account the current market reality and the broader economic uncertainty and headwinds that were not anticipated at the time the 2021 CEO Performance Award was granted in January 2021, which was prior to the Company’s initial public offering in November of 2021.

The Compensation Committee, in consultation with its independent compensation consultant, considered a number of factors in determining whether to grant the 2025 CEO Award, the equity award’s terms and conditions, and the base salary increase. Such factors included Dr. Scaringe’s current ownership interest in the Company, the proportion of such ownership interest that was fully vested, the lack of incentive provided by the 2021 CEO Performance Award due to the unlikeliness of attainment of the associated performance goals, and external market data for similarly situated executives among comparable companies. The 2025 CEO Award is designed to retain and incentivize Dr. Scaringe to execute on the Company’s critical next phase as it progresses its technology roadmap and launches R2, which the Compensation Committee believes is in the best interests of the Company and its stockholders. The Compensation Committee does not intend to grant any additional equity awards to Dr. Scaringe during 2026.

If applicable, the shares underlying the 2025 CEO Award will only be issued upon termination or expiration of the waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The 2025 CEO Award is subject to forfeiture in the event of a Termination of Service for Cause (as defined in the award agreement governing the 2025 CEO Award) and the Company’s Clawback Policy, as it may be amended from time to time.

Summary of the 2025 CEO Award

The 2025 CEO Award consists of the following key terms:

•Number of Shares Underlying the Option: The option provides for the purchase of up to 36,500,000 shares of the Company’s Class A Common Stock. Up to 22,000,000 shares underlying the option can be earned based on achievement of stock price hurdles, and up to 14,500,000 shares underlying the option can be earned upon the achievement of adjusted operating income and cash flow from operations targets.


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•Exercise Price: $15.22 per share (the “Exercise Price”), which was the closing price on November 6, 2025 (the “Grant Date”).

•Vesting Schedule: Vesting of the shares underlying the 2025 CEO Award is subject to the satisfaction of both service-based conditions and performance-based conditions, as outlined below:

•Service-Based Vesting: The option comprising the 2025 CEO Award is scheduled to vest in annual installments on each anniversary of the Grant Date (“Scheduled Vesting Dates”), subject to Dr. Scaringe’s continued service as Chief Executive Officer on such Scheduled Vesting Date (the “CEO Service Vesting Requirement”). All options subject to the performance conditions described below, other than the portion of the option that will be earned as a result of achievement of stock price hurdles of $100 or more, will vest in five equal annual installments. The portion of the option that will be earned as a result of achievement of stock price hurdles of $100 or more will vest in seven annual equal installments. As a result of the service-based vesting requirement, a maximum of approximately 6,730,000 shares underlying the option can vest on each of the first through fifth Scheduled Vesting Dates, and a maximum of approximately 1,430,000 shares underlying the option can vest on each of the sixth and seventh Scheduled Vesting Dates.

•Performance-Based Vesting: Shares underlying the option will only vest on a Scheduled Vesting Date if they have first been earned by achieving the applicable performance condition described below.

•Performance-Based Conditions: Subject to the service-based vesting condition outlined above, the options under the 2025 CEO Award may be earned based on achievement of the following performance conditions.

•Stock Price Hurdles: 22,000,000 shares underlying the option, divided into eleven equal tranches of 2,000,000 shares, may be earned based on the achievement of eleven stock price hurdles ranging from $40 to $140, in ten dollar increments, representing premiums to the Exercise Price ranging from 163% to 820%. Achievement of the stock price hurdles will be calculated based on the average closing price of the Company’s Class A Common Stock over any 120 consecutive trading-day period with such stock price performance period ending on the tenth anniversary of the Grant Date. If the stock price hurdle for a particular tranche is not met during the ten-year term of the 2025 CEO Award, no portion of that tranche will vest.

•Adjusted Operating Income Targets: Up to 7,250,000 shares underlying the option may be earned based on the achievement of full-year adjusted operating income targets. The performance period for achieving these targets ends on December 31, 2032 and is measured at the end of each fiscal year following the Grant Date. There are three adjusted operating income targets, the first of which would result in the vesting of up to 1,250,000 shares underlying the option, and the second and third of which would each result in the vesting of up to 3,000,000 shares underlying the option.

•Cash Flow From Operations Targets: Up to 7,250,000 shares underlying the option may be earned based on the achievement of full-year cash flow from operations targets. The performance period for achieving these targets ends on December 31, 2032 and is measured at the end of each fiscal year following the Grant Date. There are three cash flows from operations targets, the first of which would result in the vesting of up to 1,250,000 shares underlying the option, and the second and third of which would each result in the vesting of up to 3,000,000 shares underlying the option.

2021 CEO Performance Award

In January 2021, our Board of Directors and stockholders approved an equity award to our CEO consisting of a time-based option to purchase 6,785,315 shares of our Common Stock and a performance-based option to purchase up to 20,355,946 shares of our Common Stock (the “2021 CEO Equity Award”). The time-based option vests in six equal installments on each of the first through sixth anniversaries of our initial public offering, which occurred in November 2021 (“IPO”), subject to continued service to us. In connection with the grant of the 2025 CEO Award the performance-based option portion of the 2021 CEO Equity Award was cancelled.

Mind Robotics, LLC Profits Interests

On November 6, 2025, Mind Robotics, LLC, a subsidiary of Mind Robotics, Inc. (together with Mind Robotics LLC, “Mind Robotics”), which, in turn was a majority-owned subsidiary of the Company as of the date of issuance, issued 1,000,000 common units (the “MR Profits Interest Award”) to Dr. Scaringe in connection with Dr. Scaringe’s service as Chairman of the Mind Robotics’ Board. Such issuance was previously approved by a special committee of our Board made up of disinterested and independent directors. The MR Profits Interest Award provides Dr. Scaringe with up to a 10% economic interest in Mind Robotics once the profits and gains at Mind Robotics exceed a certain threshold following the date of issuance of the Profits Interest Award. The MR Profits Interest Award was fully vested on the date of issuance. Mind Robotics ceased constituting our majority-owned subsidiary in March 2026.


			Rivian 2026 Proxy Statement

SEC Form DEF 14A filed by Rivian Automotive Inc.