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0001874178
Rivian Automotive, Inc. / DE
0001874178
2026-03-18
2026-03-18
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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
March
18, 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 1.01 - Entry into a Material Definitive Agreement.
Subscription Agreement
On March 18, 2026 (the “Effective Date”), Rivian Automotive,
Inc., a Delaware corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement”)
by and among the Company, SMB Holding Corporation (“SMB”) and Uber Technologies, Inc. (“Uber”), providing for
SMB’s investment in the Company through the sale and issuance of shares of the Company’s Class A common stock, par value $0.001
per share (the “Common Stock”), or at SMB’s election, in lieu of shares of Common Stock, pre-funded warrants (“Pre-Funded
Warrants”) to purchase the same amount of shares of Common Stock (the “Warrant Shares”), subject to the terms and conditions
set forth in the Subscription Agreement.
Pursuant to the Subscription Agreement, within five business days of
the satisfaction or waiver of customary closing conditions, including the receipt or waiver of required regulatory approvals, and upon
payment of $300 million by SMB, the Company will issue a number of shares of Common Stock to SMB equal to $300 million divided by the
price per share of 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.
Further, upon
and subject to the occurrence of certain other Milestones (as defined in the Subscription Agreement, certain of which require the fulfillment
of proven autonomy quality), the Company will (depending on the Milestone achieved and contingent upon payment of the applicable purchase
price therefor) issue (i) up to a number of shares of Common Stock equal to, in the aggregate over four remaining Milestones, assuming
the achievement of all Milestones, (x) $950 million divided by (y) the price per share of Common Stock based on the arithmetic average
of the daily volume-weighted average sale price for the thirty consecutive trading days prior to, but not including, the applicable Milestone
Achievement Date (as defined in the Subscription Agreement) for such Milestone or (ii) at SMB’s election, in lieu of shares of Common
Stock, Pre-Funded Warrants to purchase the same amount of Warrant Shares.
The Company
or SMB may terminate the Subscription Agreement upon certain events, including, but not limited to in the event of a Governmental Order
(as defined in the Subscription Agreement) that permanently enjoins the consummation of the transactions contemplated by the Subscription
Agreement, a breach that has not been cured within the applicable cure period as set forth in the Subscription Agreement, or the
termination or expiration of the Master Framework Agreement (as defined below).
Pursuant to the Subscription Agreement, at any time following any Milestone
Closing Date (as defined in the Subscription Agreement), SMB may deliver to the Company a written request (a “Demand Request”)
that the Company prepare and file with the Securities and Exchange Commission a registration statement on Form S-3, or, if the Company
is not then eligible, on Form S-1, to effect a registration of any Common Stock held by or issued to SMB (the “Registrable Securities”),
covering the resale of the Registrable Securities. The obligations of the Company in respect of a Demand Request are subject to certain
exceptions, including that if such Demand Request relates to an underwritten offering, then it must be in respect of shares of Common
Stock with an aggregate offering value equal to at least $100 million.
The Pre-Funded Warrants will have an exercise price of $0.001 per Warrant
Share, subject to customary adjustments, and will be exercisable at any time after original issuance and will not expire until exercised
in full. The Pre-Funded Warrants will also be exercisable on a net exercise “cashless” basis. The Pre-Funded Warrants may
not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such
exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.
The foregoing descriptions of the Subscription Agreement and Pre-Funded
Warrants do not purport to be complete and are qualified in their entirety by reference to the Subscription Agreement and form of Pre-Funded
Warrant, copies of which are filed herewith as Exhibits 10.1 and 4.1, respectively, and incorporated herein by reference.
Master Framework Agreement
On the Effective Date, in connection with the execution and delivery
of the Subscription Agreement, Rivian, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Subsidiary"),
entered into a Master Framework Agreement (the "Master Framework Agreement") by and among the Subsidiary, the Company and Uber,
governing the collaboration between Subsidiary and Uber to develop, deploy, and operate autonomous vehicles on the Uber platform.
Pursuant to the Master Framework Agreement, Subsidiary and Uber will
work together to deploy Company Vehicles (as defined in the Master Framework Agreement), including the Company’s "R2"
model vehicle (or other mutually agreed-upon vehicle models) equipped with the Company’s Level 4 autonomous driving system, on Uber's
ridehailing and delivery platform.
The Master Framework Agreement provides for certain exclusivity arrangements
in favor of Uber. From the Effective Date until expiration of a specified exclusivity period, Subsidiary and its Affiliates (as defined
in the Master Framework Agreement) may not sell Company Vehicles enabled with the Company’s Level 4 autonomous driving system to
any Uber Direct Competitor (as defined in the Master Framework Agreement). If the parties determine to launch a deployment in a particular
market, Uber shall have a specified period in that market before Subsidiary or its Affiliates may sell Company Vehicles to or launch with
an Uber Direct Competitor, subject to certain conditions.
The
Master Framework Agreement also establishes volume guarantees and vehicle purchase commitments. Uber has committed to purchase a minimum
number of Company Vehicles during specified guarantee periods, with the purchase volume and pricing to be determined in accordance with
the procedures set forth in the Master Framework Agreement and related ancillary agreements. The pricing for vehicles and related services
is subject to most favored nation provisions for up to a specified number of vehicles. The parties
will mutually agree on pricing for the next phase of the relationship no later than one year after the achievement of a specified Milestone,
which includes requirements relating to the fulfillment of proven autonomy quality. Uber will also pay certain
licensing fees in connection with its use of the Company’s Level 4 autonomous driving system software.
The Master
Framework Agreement has an initial term of ten years from the Effective Date, subject to consecutive one-year renewal periods upon
mutual written agreement. Either party may terminate the Master Framework Agreement upon certain events, including but not limited to
a material breach (subject to a 90-day cure period), specified insolvency events, or a party’s change of control to a direct competitor
of the other party.
The foregoing description of the Master Framework Agreement does not
purport to be complete and is qualified in its entirety by reference to the Master Framework Agreement, a copy of which is filed herewith
as Exhibit 10.2 and incorporated herein by reference.
Vehicle Production Agreement
On the Effective Date, in connection with the execution and delivery
of the Master Framework Agreement, Subsidiary and Uber entered into a Vehicle Production Agreement (the "Vehicle Production Agreement")
governing the design, development, and manufacture of Company Vehicles to be deployed on the Uber platform and Uber’s ordering mechanism
and pricing for such Company Vehicles.
Pursuant to
the Vehicle Production Agreement, Subsidiary will develop and manufacture autonomous robotaxi vehicles ("Company Robotaxis")
based on the Company’s R2 vehicle platform, equipped with the Company’s Level 4 autonomous driving system hardware and software.
The Vehicle Production Agreement sets forth the technical specifications, safety requirements, regulatory compliance standards,
and warranty obligations for the Company Robotaxis.
The Vehicle Production Agreement establishes a forecasting and ordering
process pursuant to which Uber will provide purchase forecasts identifying the markets where it intends to deploy Company Robotaxis, the
number and timing of vehicles to be received, and applicable pricing.
The Vehicle Production Agreement's effectiveness commences on the Effective
Date and, unless sooner terminated, will continue until expiration or termination of the Master Framework Agreement. Either party may
terminate the Vehicle Production Agreement for cause upon material breach (subject to a 90-day cure period) or upon certain insolvency
events.
The foregoing description of the Vehicle Production Agreement does
not purport to be complete and is qualified in its entirety by reference to the Vehicle Production Agreement, a copy of which is filed
herewith as Exhibit 10.3 and incorporated herein by reference.
Item 3.02 - Unregistered Sales of Equity Securities.
The disclosure regarding the securities to be sold and issued under
the Subscription Agreement set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Company will issue the securities
to SMB in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”).
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 7.01 – Regulation FD.
On March 19, 2026, the Company issued a press release announcing the
transactions with Uber and SMB described in Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
In addition, the Company no longer expects to be adjusted EBITDA positive
in 2027 due to an expected increase in R&D spend associated with the acceleration of its autonomy roadmap.
The information furnished pursuant to Item 7.01 of this Current Report
on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, regardless
of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding SMB’s
investment in the Company, the achievement of specified Milestones, potential payments to be made under the Subscription Agreement, the
timing of share issuances to SMB; the Company’s and Subsidiary’s collaboration with Uber on the development, production and
commercialization of Company Vehicles and Company Robotaxis; and the timing for the achievement by the Company of being adjusted EBITDA
positive, which statements are based on current expectations, forecasts, and assumptions and involve risks and uncertainties that could
cause actual results to differ materially from expectations discussed in such statements. These forward-looking statements can be identified
by terms such as “may,” “will,” “expects,” or the negative of these terms or other similar expressions,
although not all forward-looking statements use these words or expressions. The Company has based these forward-looking statements largely
on its current expectations and projections about future events and financial trends that it believes may affect its business, financial
condition, and results of operations. These forward-looking statements are only predictions and may differ materially from actual results
due to a variety of factors. Forward-looking statements 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, general market, political, economic and business
conditions and the important factors discussed in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2025, and its other filings with the Securities and Exchange Commission. The forward-looking
statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and the Company does
not undertake to update the statements included in this Current Report on Form 8-K for subsequent developments, except as may be required
by law.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 10.1^† |
|
Subscription Agreement, dated as of March 18, 2026, by and among Rivian Automotive, Inc., SMB Holding Corporation and Uber Technologies, Inc. |
| 10.2^† |
|
Master Framework Agreement, dated as of March 18, 2026, by and among Rivian Automotive, Inc., Rivian, LLC and Uber Technologies, Inc. |
| 10.3^† |
|
Vehicle Production Agreement, dated as of March 18, 2026, by and between Rivian, LLC and Uber Technologies, Inc. |
| 99.1 |
|
Press Release, dated March 19, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † |
Portions of this exhibit (indicated by asterisks) have
been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). |
| ^ |
Certain schedules and exhibits have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The registrant undertakes to provide copies of any of the omitted exhibits upon request by the Securities
and Exchange Commission. |
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: March 19, 2026 |
By: |
/s/ Claire McDonough |
| |
Name: |
Claire McDonough |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Uber and Rivian Partner to Deploy
up to 50,000 Fully Autonomous Robotaxis
| ● | Uber to invest up to $1.25 billion in Rivian through 2031, subject to the achievement of autonomous performance milestones |
| ● | Uber, or its fleet partners, expected to purchase 10,000 fully autonomous R2 robotaxis with the option to purchase up to 40,000 more
in 2030 |
| ● | Initial commercial deployments planned for San Francisco and Miami in 2028, scaling to 25 cities through 2031 |
SAN FRANCISCO & IRVINE, Calif., March 19,
2026 - Rivian Automotive, Inc. (NASDAQ: RIVN) and Uber Technologies, Inc. (NYSE: UBER) today announced a partnership to
help accelerate both companies’ autonomous vehicle plans, expecting to deploy 10,000 fully autonomous R2 robotaxis in the first
phase of R2 robotaxi deployment. Initial deployments are expected to begin in San Francisco and Miami in 2028 and will expand to 25 cities
by 2031.
Uber will invest up to $1.25 billion in
Rivian through 2031, subject to the achievement of certain autonomous milestones by specific dates, building towards a scaled, fully-autonomous
fleet of Rivian R2 robotaxis, which will be available exclusively through the Uber platform. An initial $300 million investment has been
committed to following signing, subject to regulatory approval.
Should all milestones be achieved, the companies will
have deployed thousands of unsupervised Rivian R2 robotaxis across 25 cities in the US, Canada, and Europe by the end of 2031. The companies
also have the option to negotiate the purchase of up to 40,000 more autonomous Rivian R2 vehicles beginning in 2030.
RJ Scaringe, Founder and CEO of Rivian said:
“We couldn’t be more excited about this partnership with Uber — it will help accelerate our path to level 4 autonomy
to create one of the safest and most convenient autonomous platforms in the world. The scale of Rivian's growing data flywheel coupled
with RAP1, our state of the art in-house inference platform, and our multi-modal perception platform make us incredibly excited for the
rapid advancement of Rivian autonomy over the next couple of years.”
Dara Khosrowshahi, CEO of Uber said:
“We’re big believers in Rivian’s
approach—designing the vehicle, compute platform, and software stack together, while maintaining end-to-end control of scaled manufacturing
and supply in the U.S. That vertical integration, combined with data from their growing consumer vehicle base and experience managing
the complexities of commercial fleets, gives us conviction to set these ambitious but achievable targets.”
In December 2025, Rivian announced its third-generation
autonomy platform, which the company expects to be one of the most powerful combination of sensors and inference compute in a consumer
vehicle in North America when launched in R2 in late 2026. Rivian’s third generation autonomy platform includes a multi-modal sensor
suite including 11 cameras (65 megapixels), 5 radars and 1 LiDAR. The consumer platform is driven by two of Rivian’s in-house RAP1
chips, capable of 1600 TOPS of AI compute performance. This platform, including advanced connectivity and onboard intelligent data collection,
utilizes data from all onboard sensors to power Rivian’s data flywheel with real world data from the customer fleet, including the
critical 3D LiDAR point clouds essential to the rapid progression of advanced end-to-end Physical AI.
Forward-Looking Statements
This press
release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend
such forward- looking statements to be covered by the safe harbor provisions for forward-looking statements contained in
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking
statements, including without limitation statements regarding the timeline for and total amount of future investments by Uber, the
achievement of certain milestones and regulatory approval, the timeline, total purchase, and deployment plans for fully autonomous
R2 robotaxis by Uber and its fleet partners, the timeline and geographic location for initial commercial deployments and future
scaling, and the expected benefits from the partnership. In some cases you can identify forward-looking statements by terms such as
“may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “targets,” “projects,” “contemplates,”
“believes,” “estimates,” “forecasts,” “predicts,” “potential” or
“continue” or the negative of these terms or other similar expressions, although not all forward-looking statements use
these words or expressions. We have based these forward-looking statements largely on our current expectations and projections about
future events and financial trends that we believe may affect our business, financial condition, and results of operations.
Forward-looking statements 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 Part I, Item
1A, “Risk Factors” in Rivian’s Annual Report on Form 10-K for the year ended December 31, 2025, and its
other filings with the Securities and Exchange Commission. For additional information on other potential risks and uncertainties
that could cause actual results to differ from the results predicted, please see Uber’s Annual Report on Form 10-K for
the year ended December 31, 2025 and subsequent quarterly reports, annual reports and other filings filed with the Securities
and Exchange Commission from time to time. The forward-looking statements in this press release are based upon information available
to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such
information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors
are cautioned not to unduly rely upon these statements. While we may elect to update such forward-looking statements at some point
in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
Contacts:
Rivian Investor
Contact
ir@rivian.com
Rivan Media Contact
Harry Porter:
media@rivian.com
Uber Investor Contact
investor@uber.com
Uber Media Contact
press@uber.com
About Rivian:
Rivian (NASDAQ: RIVN) 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,
the company creates vehicles that excel at work and play while accelerating the global transition to zero-emission transportation and
energy. Rivian 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.
Learn more about the company, products,
and careers at www.rivian.com.
About Uber:
Uber's mission is to create opportunity through movement.
We started in 2010 to solve a simple problem: how do you get access to a ride at the touch of a button? More than 72 billion trips later,
we're building products to get people closer to where they want to be. By changing how people, food, and things move through cities, Uber
is a platform that opens up the world to new possibilities.
