[8-K] Rivian Automotive, Inc. Reports Material Event

Rhea-AI Filing Summary

Rivian Automotive, Inc. (RIVN) has closed a $1 billion private placement with Volkswagen Group. On 30 June 2025 the company issued 51,502,854 new Class A shares to Volkswagen International America, Inc. at an effective price of $19.42 per share, a 33 % premium to Rivian’s 30-day volume-weighted average price (VWAP) of $14.5623. The shares were issued under the Section 4(a)(2) private-offering exemption and therefore are not immediately tradeable on the open market.

The equity issuance was triggered after Rivian met the “Financial Milestone” defined in the 12 November 2024 Investment Agreement with Volkswagen. The agreement contemplated staged investments; this tranche represents the first $1 billion cash infusion. Rivian will record the proceeds as additional paid-in capital and increase the outstanding share count by roughly 51.5 million shares, creating dilution but also materially strengthening the balance sheet.

Separately, under Item 7.01, Rivian furnished a press release (Exhibit 99.1) on 2 July 2025 announcing Q2 2025 production and delivery totals. The 8-K explicitly states the furnished information is not deemed filed for liability purposes, and no production figures are provided in the filing itself.

Key takeaways for investors:

• $1 billion in new cash at a price above market bolsters liquidity without increasing debt.
• Strategic alignment with Volkswagen Group may unlock future collaboration, although no operational details are included here.
• Share dilution is significant (exact percentage depends on total shares outstanding) but partially offset by the high purchase premium.

Positive

• $1 billion cash infusion strengthens Rivian’s liquidity without incurring debt.
• 33 % premium to market price reduces value transfer from existing shareholders.
• Strategic stake by Volkswagen may lead to future technology or manufacturing collaborations.

Negative

• Share dilution from issuance of 51.5 million new shares increases the outstanding share count.
• No immediate disclosure of production/delivery figures; investors must wait for the furnished press release.

Insights

Equity Research Analyst

TL;DR – $1 billion cash at 33 % premium outweighs dilution; net positive.

This private placement materially improves Rivian’s liquidity at favorable terms. Receiving $1 billion in cash without discount (indeed at a premium) is rare for a growth-stage OEM in today’s capital markets. The proceeds extend runway for cap-ex intensive product launches and Georgia plant build-out while avoiding additional debt service. Although 51.5 million new shares dilute existing holders, the premium valuation implies accretion to intrinsic value. The partnership also signals Volkswagen’s strategic commitment, potentially opening battery, platform, or distribution synergies. I classify the filing as impactful with a positive bias.

M&A / Strategic Alliances Specialist

TL;DR – Transaction cements VW–Rivian tie-up, hints at deeper technology collaboration.

Closing of the first investment tranche transforms Volkswagen from prospective partner into sizeable equity holder (roughly mid-single-digit percent stake, assuming ~1 billion shares outstanding). Such ownership typically precedes joint ventures or platform sharing. The 33 % premium signals VW’s strategic, not purely financial, intent. Regulatory risk is minimal given private-placement exemption, and rapid completion (less than eight months post-agreement) demonstrates progress on conditions precedent. From an M&A lens, this is a positive strategic milestone though future tranches and joint development agreements will be the real value unlock.

0001874178FALSERivian Automotive, Inc. / DE00018741782025-06-302025-06-30

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

June 30, 2025

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.

As previously disclosed in the Quarterly Report on Form 10-Q of Rivian Automotive, Inc. (“Rivian”) for the quarter ended March 31, 2025, Rivian announced that, as of March 31, 2025, it had achieved the Financial Milestone, as defined in the Investment Agreement dated November 12, 2024 (“Investment Agreement”) that Rivian entered into with Volkswagen International America, Inc. (“VW”) and Volkswagen AG (“VW AG” and together with its affiliates, “Volkswagen Group”), which was a condition precedent for a corresponding investment by Volkswagen Group of $1 billion in exchange for $750 million of Rivian’s Class A common stock, with a purchase price per share calculated based on Rivian’s 30-trading day volume-weighted average price (“VWAP”) prior to the share issuance. Pursuant to the terms of the Investment Agreement, on June 30, 2025, upon receipt of $1 billion from Volkswagen Group, Rivian issued 51,502,854 shares of its Class A common stock to VW with an effective purchase price per share of $19.42, which represents a 33% premium to the 30-trading day VWAP of $14.5623. 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 (the “Securities Act”).

Item 7.01 - Regulation FD Disclosure.

On July 2, 2025, Rivian announced its total vehicle production and deliveries for the quarter ending June 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 7.01 of this 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 of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.						Description
99.1						Press Release, dated July 2, 2025
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 2, 2025			By:			/s/ Claire McDonough
			Name:			Claire McDonough
			Title:			Chief Financial Officer

FAQ

How many Rivian shares were issued to Volkswagen Group?

Rivian issued 51,502,854 Class A shares to Volkswagen Group on 30 June 2025.

What was the purchase price per share paid by Volkswagen for RIVN stock?

The effective purchase price was $19.42 per share, a 33 % premium to the 30-day VWAP of $14.5623.

How much cash did Rivian receive from the Volkswagen investment?

Rivian received $1 billion in cash at closing.

Will this transaction dilute existing RIVN shareholders?

Yes. The issuance of 51.5 million new shares increases the share count and causes dilution, though partially offset by the premium valuation.

Is the share issuance registered with the SEC?

No. The shares were issued under the Section 4(a)(2) private-offering exemption and are not immediately registered for public resale.

Did the 8-K include Rivian’s Q2 2025 production numbers?

No. The filing only references a press release (Exhibit 99.1); production figures are not detailed in the 8-K body.