Was Rivian’s $300 million share issuance a registered public offering?

No, Rivian’s $300 million issuance was not a registered public offering. The 19,553,911 Class A shares issued to SMB Holding Corporation relied on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, covering transactions not involving a public offering.

On what date did Rivian (RIVN) complete the $300 million share issuance?

Rivian completed the share issuance on May 4, 2026. On that date, after receiving $300 million from SMB Holding Corporation, the company issued 19,553,911 shares of its Class A common stock at a purchase price of $15.3422 per share in a private transaction.

Rivian raises $300M in private share sale

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Form Type

8-K

Rhea-AI Filing Summary

Rivian Automotive, Inc. reported an unregistered equity sale after achieving “Milestone #1” under a Subscription Agreement with SMB Holding Corporation and Uber Technologies, Inc. In April 2026, meeting this milestone triggered a $300 million investment commitment from SMB.

On May 4, 2026, after receiving $300 million from SMB, Rivian issued 19,553,911 shares of its Class A common stock at $15.3422 per share in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Insights

Rivian raises $300M via a private share sale tied to a performance milestone.

Rivian Automotive completed a private issuance of 19,553,911 Class A shares to SMB Holding Corporation for $300 million at $15.3422 per share. The issuance followed achievement of “Milestone #1” under a Subscription Agreement involving SMB and Uber Technologies, Inc.

The capital inflow of $300 million strengthens Rivian’s cash position, while the new shares add equity and potential dilution for existing holders. The price was set using the arithmetic average of the daily volume-weighted average sale price over thirty trading days ending on March 17, 2026.

This transaction is structured as an unregistered sale relying on Section 4(a)(2), meaning it was not a public offering. Future company filings may provide additional context on how this capital interacts with Rivian’s broader funding and operational plans.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Investment amount: $300 million Shares issued: 19,553,911 shares Purchase price: $15.3422 per share +4 more

7 metrics

Investment amount $300 million Cash received from SMB Holding Corporation upon Milestone #1 achievement

Shares issued 19,553,911 shares Class A common stock issued to SMB on May 4, 2026

Purchase price $15.3422 per share Price for Class A shares sold to SMB

Pricing reference period 30 trading days Arithmetic average of daily VWAP for 30 days ending March 17, 2026

Securities Act exemption Section 4(a)(2) Unregistered sale exemption for transaction not involving a public offering

Milestone date April 2026 Date Rivian achieved Milestone #1 under the Subscription Agreement

Subscription Agreement date March 18, 2026 Agreement among Rivian, SMB Holding Corporation, and Uber Technologies, Inc.

Key Terms

Unregistered Sales of Equity Securities, Subscription Agreement, volume-weighted average sale price, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02 – Unregistered Sales of Equity Securities"

Subscription Agreement financial

"as defined in the Subscription Agreement dated March 18, 2026"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

volume-weighted average sale price financial

"based on the arithmetic average of the daily volume-weighted average sale price"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended"

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transaction did Rivian (RIVN) disclose in this 8-K?

Rivian disclosed a private sale of Class A common stock to SMB Holding Corporation for $300 million. The company issued 19,553,911 shares at $15.3422 per share after achieving Milestone #1 under a Subscription Agreement involving SMB and Uber Technologies, Inc.

How many Rivian (RIVN) shares were issued to SMB and at what price?

Rivian issued 19,553,911 shares of its Class A common stock to SMB Holding Corporation. The purchase price was $15.3422 per share, with the total investment equaling $300 million, based on a volume-weighted average price calculation over thirty trading days ending March 17, 2026.

What triggered the $300 million investment in Rivian (RIVN)?

The $300 million investment was triggered when Rivian achieved “Milestone #1” in April 2026. This milestone was defined in a Subscription Agreement dated March 18, 2026, that Rivian entered into with SMB Holding Corporation and Uber Technologies, Inc., making the investment a condition precedent.

What role does Uber have in Rivian (RIVN)’s Subscription Agreement?

Uber Technologies, Inc. is a party to the Subscription Agreement dated March 18, 2026, together with Rivian and SMB Holding Corporation. The agreement defines Milestone #1, whose achievement in April 2026 was a condition precedent to SMB’s $300 million investment in Rivian.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 05:15 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 4, 2026

Date of Report (date of earliest event reported)

___________________________________

Rivian Automotive, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of incorporation)

001-41042

(Commission File Number)

47-3544981

(IRS Employer Identification Number)

14600 Myford Road

Irvine, California 92606

(Address of principal executive offices) (Zip code)

(888) 748-4261

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, $0.001 par value per share

RIVN

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 – Unregistered Sales of Equity Securities

In April 2026, Rivian Automotive, Inc., a Delaware corporation (the “Company”) achieved Milestone #1 as defined in the Subscription Agreement dated March 18, 2026 (the “Subscription Agreement”) that the Company entered into with SMB Holding Corporation (“SMB”) and Uber Technologies, Inc. (“Uber”), which was a condition precedent for a corresponding investment by SMB of $300 million in exchange for a number of shares of Class A common stock to SMB equal to $300 million divided by the price per share of the Class A common stock based on the arithmetic average of the daily volume-weighted average sale price for the thirty consecutive trading days ending on March 17, 2026.

Pursuant to the terms of the Subscription Agreement, on May 4, 2026, upon receipt of $300 million from SMB, the Company issued 19,553,911 shares of its Class A common stock to SMB at a purchase price per share of $15.3422.

The foregoing shares of Class A common stock were issued pursuant to an exemption from registration for transactions by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	RIVIAN AUTOMOTIVE, INC.

Date: May 4, 2026	By:	/s/ Claire McDonough
	Name:	Claire McDonough
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Rivian raises $300M in private share sale

Rhea-AI Filing Summary