[Form 3] Rivian Automotive, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Volkswagen AG has filed a Form 3 – Initial Statement of Beneficial Ownership – for Rivian Automotive, Inc. (RIVN). The document, signed on 07/10/2025 and covering an event date of 06/30/2025, discloses that Volkswagen’s wholly-owned subsidiary, Volkswagen International America Inc., holds 146,880,123 shares of Rivian Class A common stock. All shares are reported as indirect ownership, and no derivative securities are listed. Because the position exceeds the Section 16 10 % threshold, both entities are classified as “10% Owner,” triggering ongoing reporting obligations for future transactions. The filing formally establishes Volkswagen as a significant shareholder and signals its institutional commitment to Rivian.

Positive

• Volkswagen AG’s 146.88 M-share disclosure confirms a substantial capital commitment to Rivian, elevating market confidence.
• 10 %+ ownership status introduces a well-funded global OEM as a strategic ally, potentially easing Rivian’s future capital needs.

Negative

• None.

Insights

Securities Analyst

TL;DR: Volkswagen’s Form 3 reveals a 10%+ stake—146.9 M Rivian shares—adding a powerful strategic shareholder.

The disclosure of 146,880,123 Class A shares places Volkswagen comfortably above the 10 % threshold, making it a reporting insider under Section 16(a). An investment of this magnitude often indicates strategic intent or commercial alignment, and it materially broadens Rivian’s institutional shareholder base. While the filing contains no financial terms or forward-looking statements, large-scale equity support from a global OEM may improve Rivian’s perceived funding runway and partnership optionality. From a market-reaction standpoint, the addition of a well-capitalised automotive conglomerate is typically viewed as supportive for valuation and sentiment.

Corporate Governance Expert

TL;DR: New >10 % owner reshapes governance dynamics and could seek board influence.

By crossing the 10 % threshold, Volkswagen gains the right—and potential incentive—to engage more deeply in Rivian’s governance. Although no board seats are disclosed, large holders often push for strategic collaboration or operational input. The indirect ownership structure (via Volkswagen International America Inc.) centralises control within Volkswagen AG, simplifying any coordinated actions. Investors should monitor future Schedule 13D/13G filings and potential nominations, as Volkswagen’s sizeable stake could affect voting outcomes on key corporate matters.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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1. Name and Address of Reporting Person^*

VOLKSWAGEN AG

(Last) (First) (Middle)

BERLINER RING 2

(Street)

WOLFSBURG 2M 38440

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2025

3. Issuer Name and Ticker or Trading Symbol
Rivian Automotive, Inc. / DE [ RIVN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.001 per share	146,880,123(1)	I(1)	See footnote.(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

VOLKSWAGEN AG

(Last) (First) (Middle)

BERLINER RING 2

(Street)

WOLFSBURG 2M 38440

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Volkswagen International America Inc.

(Last) (First) (Middle)

1900 RESTON METRO PLAZA, SUITE 600

(Street)

RESTON VA 20190

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares of Class A common stock reported herein are held of record by Volkswagen International America Inc., which is a wholly-owned subsidiary of Volkswagen AG. Each of Volkswagen International America Inc. and Volkswagen AG may be deemed to share beneficial ownership of the securities reported herein.

	/s/ Philip Haarmann, Chief Legal Officer, Volkswagen AG	07/10/2025
	/s/ Rolf Woller, Head of Group Treasurer & Investor Relations, Volkswagen AG	07/10/2025
	/s/ Christopher McGee, Director, Volkswagen International America Inc.	07/10/2025
	/s/ Lauren Kincaid, Secretary, Volkswagen International American Inc.	07/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Rivian shares does Volkswagen now own?

146,880,123 Class A common shares, all held indirectly through Volkswagen International America Inc.

Why did Volkswagen file a Form 3 for RIVN?

Crossing the 10 % ownership threshold requires insiders to report initial beneficial ownership under Section 16(a).

Is Volkswagen a direct or indirect owner of the shares?

Indirect; the shares are registered to Volkswagen International America Inc., a wholly-owned subsidiary.

Were any derivative securities (options or warrants) disclosed?

No. Table II lists no derivative securities for Volkswagen or its subsidiary.

What are the key dates in the filing?

Event date: 06/30/2025; filing/signature date: 07/10/2025.