Rivian raises $1.32B in Class A stock sale

Rivian Automotive, Inc. entered into an underwriting agreement on July 7, 2026 to offer, issue and sell 75,000,000 shares of its Class A common stock at $15.50 per share.

Rhea-AI Filing Summary

Rivian Automotive, Inc. entered into an underwriting agreement on July 7, 2026 to offer, issue and sell 75,000,000 shares of its Class A common stock at $15.50 per share. The underwriters also received a 30-day option for 11,250,000 additional shares, which they exercised in full on July 8, 2026.

Rivian expects net proceeds of approximately $1.32 billion after underwriting discounts, commissions and estimated expenses. The company plans to use the cash for general corporate purposes, including funding equity contributions tied to a multi-draw term loan facility arranged by the U.S. Department of Energy through the Federal Financing Bank.

Insights

Equity capital markets analyst

Rivian raises about $1.32B via a large primary stock sale.

Rivian is issuing 75,000,000 new Class A shares at $15.50 each, plus 11,250,000 additional shares under the fully exercised underwriter option. This is a sizable equity raise that brings in roughly $1.32 billion of fresh capital to the company.

The proceeds are earmarked for general corporate purposes, including equity contributions under a multi-draw term loan facility arranged by the U.S. Department of Energy and funded by the Federal Financing Bank. This links the equity raise to planned borrowing capacity, potentially supporting future manufacturing or infrastructure spending described in related agreements.

Investors may focus on how this new equity interacts with DOE-backed debt over time, particularly once more detail appears in future company filings about specific project funding and drawdowns under the term loan facility.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Primary shares offered: 75,000,000 shares Underwriters’ option shares: 11,250,000 shares Total shares sold: 86,250,000 shares +4 more

7 metrics

Primary shares offered 75,000,000 shares Class A common stock issued by the company

Underwriters’ option shares 11,250,000 shares Additional Class A shares; option exercised on July 8, 2026

Total shares sold 86,250,000 shares Sum of primary and option shares in this offering

Offering price $15.50 per share Public offering price for each Class A share

Estimated net proceeds $1.32 billion After underwriting discounts, commissions and estimated expenses

Underwriter option period 30 days Period to purchase additional shares at the offering price

Registration statement number 333-295470 Form S-3 used for this offering

Key Terms

Underwriting Agreement, prospectus supplement, multi-draw term loan facility, general corporate purposes, +2 more

6 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

prospectus supplement regulatory

"a base prospectus contained therein, and a prospectus supplement dated July 7, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

multi-draw term loan facility financial

"DOE has agreed to arrange a multi-draw term loan facility to be provided by the Federal Financing Bank"

A multi-draw term loan facility is a single loan agreement that lets a borrower take several separate lump-sum borrowings over an agreed period, each repaid under the same schedule and interest terms. Think of it like a set of staged cash advances on a single loan rather than one large payout or an open-ended credit line. Investors watch these facilities because they change a company’s debt level, interest costs and repayment schedule in predictable chunks, affecting liquidity, credit risk and future profits.

general corporate purposes financial

"The Company intends to use the net proceeds of the offering for general corporate purposes"

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

underwriters financial

"Goldman Sachs & Co. LLC, as representative of the several underwriters named therein"

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

registration statement on Form S-3 regulatory

"The offering was made pursuant to a registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

FAQ

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

What did Rivian (RIVN) announce in its July 2026 8-K filing?

Rivian disclosed it entered an underwriting agreement to sell 75,000,000 Class A shares at $15.50 each, plus 11,250,000 additional shares via an underwriter option. The deal should generate about $1.32 billion in net proceeds before general corporate use.

How many Rivian (RIVN) shares are being sold in this stock offering?

Rivian is selling 75,000,000 shares of Class A common stock, with underwriters exercising their option to buy an additional 11,250,000 shares. Altogether, the transaction covers 86,250,000 shares issued by the company under its existing Form S-3 registration statement.

What price is Rivian (RIVN) receiving per share in this offering?

The Class A common stock is being sold at an offering price of $15.50 per share under the underwriting agreement. This fixed price applies to both the initial 75,000,000 shares and the 11,250,000 additional shares purchased when underwriters fully exercised their 30-day option.

How much cash will Rivian (RIVN) receive from this equity raise?

Rivian estimates net proceeds of approximately $1.32 billion from the offering, after underwriting discounts, commissions and estimated expenses. This represents the cash the company expects to retain and deploy for corporate purposes once transaction costs are paid to the underwriters and service providers.

How does Rivian (RIVN) plan to use the net proceeds from the stock sale?

Rivian plans to use the net proceeds for general corporate purposes, including funding equity contributions required under its Amended and Restated Loan Arrangement and Reimbursement and Sponsor Support Agreement with the U.S. Department of Energy for a multi-draw term loan facility via the Federal Financing Bank.

Which banks are underwriting Rivian’s (RIVN) Class A stock offering?

Goldman Sachs & Co. LLC is acting as representative of the several underwriters for Rivian’s Class A stock sale. The company’s 8-K notes a customary underwriting agreement, including standard representations, closing conditions, indemnification provisions, and a fully exercised 30-day option for additional shares.

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

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Accepted by SEC EDGAR 07/08/2026 - 08:26 PM Learn about SEC filing dates

false 0001874178 Rivian Automotive, Inc. / DE 0001874178 2026-07-07 2026-07-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

July 7, 2026

Date of Report (date of earliest event reported)

Rivian Automotive, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41042		47-3544981
(State or other jurisdiction of incorporation)		(Commission File Number)		(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 8.01 - Other Events.

On July 7, 2026, Rivian Automotive, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), in connection with the offering, issuance and sale by the Company of 75,000,000 shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”), at an offering price of $15.50 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase up to 11,250,000 additional shares of Class A common stock at the public offering price, which the Underwriters exercised in full on July 8, 2026. The offering was made pursuant to a registration statement on Form S-3 (Registration No. 333-295470) filed on April 30, 2026, including a base prospectus contained therein, and a prospectus supplement dated July 7, 2026. The Company estimates the net proceeds from the offering will be approximately $1.32 billion, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering for general corporate purposes, including the funding of certain equity contributions pursuant to that certain Amended and Restated Loan Arrangement and Reimbursement and Sponsor Support Agreement with the United States Department of Energy (the “DOE”), pursuant to which the DOE has agreed to arrange a multi-draw term loan facility to be provided by the Federal Financing Bank to a subsidiary of the Company, as borrower. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing descriptions of the Underwriting Agreement are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the foregoing securities offered and sold in the offering, a copy of which is filed as Exhibit 5.1 hereto.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of July 7, 2026, between Rivian Automotive, Inc. and Goldman Sachs & Co. LLC, as representative of the several underwriters named therein
5.1		Opinion of Latham & Watkins LLP
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
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: July 8, 2026	By:	/s/ Claire McDonough
	Name:	Claire McDonough
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 205.2 KB
• EX-5.1 EXHIBIT 5.1 13.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB