Rivian Automotive, Inc. Reports New Performance Award for CEO Scaringe

Summary

On November 6, 2025, Rivian Automotive, Inc.'s Compensation Committee cancelled the previously disclosed 2021 CEO Performance Award and granted a new 2025 CEO Award to Dr. Robert J. Scaringe, the Company's Chief Executive Officer. The 2025 CEO Award is an option to purchase up to 36,500,000 shares of Class A Common Stock, representing a net increase of 16,144,054 shares compared to the cancelled award. This new award is entirely at-risk and replaces the 2021 CEO Performance Award. - The award requires achievement of rigorous, pre-established multi-year performance goals. - It also requires Dr. Scaringe's continued service as CEO for the vesting period. - Vesting tied to stock price would reflect nearly $153 billion in incremental stockholder value.

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Key Quote

“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 Chief Executive Officer.”

— From Item 5.02

Filing Details