Volkswagen investment arm adds 62.9M Rivian (RIVN) shares via private placement

Rhea-AI Filing Summary

Volkswagen US-Holding, Inc., a wholly owned subsidiary of Volkswagen AG, bought 62,889,522 shares of Rivian Automotive, Inc. Class A common stock at $15.90 per share. The shares were acquired in a private placement under an Investment Agreement with Rivian.

Following this transaction, Volkswagen US-Holding, Inc. is reported as indirectly holding 209,769,645 Rivian Class A shares, and both Volkswagen US-Holding, Inc. and Volkswagen AG may be deemed to share beneficial ownership of these securities.

Positive

• Substantial insider-related purchase: Volkswagen US-Holding, Inc. acquired 62,889,522 Rivian Class A shares at $15.90 per share in a private placement, resulting in reported indirect beneficial ownership of 209,769,645 shares associated with Volkswagen entities.

Negative

• None.

Insights

Equity capital markets analyst

Volkswagen units make a very large share purchase in Rivian via private placement.

Volkswagen US-Holding, Inc., a subsidiary of Volkswagen AG, acquired 62,889,522 Rivian Class A shares at $15.90 per share in a private placement pursuant to an Investment Agreement. This is reported as an open-market or private transaction code P in the insider data.

After this acquisition, the filing shows indirect beneficial ownership of 209,769,645 Rivian shares attributed to Volkswagen US-Holding, Inc., with both it and Volkswagen AG deemed to share beneficial ownership. No derivative positions are listed, so the visible exposure here is entirely in common stock.

The scale of this purchase, together with the high post-transaction share count, suggests a substantial equity stake tied to the disclosed Investment Agreement dated November 13, 2024, as amended on April 17, 2025. Future company filings may provide additional context on governance or commercial arrangements associated with this investment.

Insider Trade Summary

Net Buyer: 62,889,522 shares ($999,943,400)

Net Buy 1 txn

Insider VOLKSWAGEN AG, Volkswagen US-Holding, Inc.

Role null | null

Bought 62,889,522 shs ($999.94M)

Type	Security	Shares	Price	Value
Purchase	Class A common stock, par value $0.001 per share	62,889,522	$15.90	$999.94M

Holdings After Transaction: Class A common stock, par value $0.001 per share — 209,769,645 shares (Indirect, See footnote.)

Footnotes (1)

1. The shares of Class A common stock reported herein are held of record by Volkswagen US-Holding, Inc. (formerly known as Volkswagen International America Inc.), which is a wholly-owned subsidiary of Volkswagen AG. Each of Volkswagen US-Holding, Inc. and Volkswagen AG may be deemed to share beneficial ownership of the securities reported herein. The shares of Class A common stock reported herein were acquired in a private placement pursuant to the terms of the Investment Agreement, dated as of November 13, 2024, as amended on April 17, 2025, by and among Rivian Automotive, Inc., Volkswagen AG and Volkswagen International America Inc.

Key Figures

Shares purchased: 62,889,522 shares Purchase price: $15.90 per share Shares owned after transaction: 209,769,645 shares

3 metrics

Shares purchased 62,889,522 shares Class A common stock acquired in private placement

Purchase price $15.90 per share Price paid for Rivian Class A shares

Shares owned after transaction 209,769,645 shares Indirect beneficial ownership reported following purchase

Key Terms

private placement, Investment Agreement, beneficial ownership, Class A common stock

4 terms

private placement financial

"The shares of Class A common stock reported herein were acquired in a private placement pursuant to the terms of the Investment Agreement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Investment Agreement financial

"pursuant to the terms of the Investment Agreement, dated as of November 13, 2024, as amended on April 17, 2025"

A written contract between an investor and a company that lays out the exact terms of an investment — how much money is provided, what the investor receives in return, and the rights and obligations of each side. It matters to investors because it sets the rules for ownership, control, payout and exit, and protections against future changes; think of it like a lease or recipe that tells everyone what to expect and how disputes or changes will be handled.

beneficial ownership financial

"Each of Volkswagen US-Holding, Inc. and Volkswagen AG may be deemed to share beneficial ownership of the securities reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Class A common stock financial

"The shares of Class A common stock reported herein are held of record by Volkswagen US-Holding, Inc."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

VOLKSWAGEN AG

(Last) (First) (Middle)

BERLINER RING 2

(Street)

WOLFSBURG 38440

(City) (State) (Zip)

GERMANY

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.001 per share	04/30/2026		P(1)(2)		62,889,522	A	$15.9	209,769,645	I(1)	See footnote.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	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 38440

(City) (State) (Zip)

GERMANY

(Country)

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 US-Holding, Inc.

(Last) (First) (Middle)

12110 SUNSET HILLS RD., SUITE 600

(Street)

RESTON VIRGINIA 20190

(City) (State) (Zip)

UNITED STATES

(Country)

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 US-Holding, Inc. (formerly known as Volkswagen International America Inc.), which is a wholly-owned subsidiary of Volkswagen AG. Each of Volkswagen US-Holding, Inc. and Volkswagen AG may be deemed to share beneficial ownership of the securities reported herein.

2. The shares of Class A common stock reported herein were acquired in a private placement pursuant to the terms of the Investment Agreement, dated as of November 13, 2024, as amended on April 17, 2025, by and among Rivian Automotive, Inc., Volkswagen AG and Volkswagen International America Inc.

	/s/ Philip Haarmann, Chief Legal Officer, Volkswagen AG	05/04/2026
	/s/ Rolf Woller, Head of Group Treasury & Investor Relations, Volkswagen AG	05/04/2026
	/s/ Alexander Schuetz, Executive Director, Volkswagen US-Holding, Inc.	05/04/2026
	/s/ Anja Guenther, Executive Director, Volkswagen US-Holding, Inc.	05/04/2026
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Volkswagen report in Rivian (RIVN)?

Volkswagen US-Holding, Inc., a subsidiary of Volkswagen AG, reported buying 62,889,522 Rivian Class A shares at $15.90 per share. The acquisition occurred through a private placement under an Investment Agreement with Rivian Automotive, Inc., significantly increasing Volkswagen’s reported indirect stake.

Who actually holds the Rivian shares in this Volkswagen Form 4 filing?

The shares are held of record by Volkswagen US-Holding, Inc., a wholly owned subsidiary of Volkswagen AG. The filing states that both Volkswagen US-Holding, Inc. and Volkswagen AG may be deemed to share beneficial ownership of the Rivian Class A common stock reported.

How many Rivian (RIVN) shares does Volkswagen report owning after the transaction?

After the reported transaction, Volkswagen US-Holding, Inc. is shown as indirectly owning 209,769,645 Rivian Class A shares. This figure reflects the total Class A shares reported as beneficially owned following the private placement acquisition at $15.90 per share.

At what price did Volkswagen buy its new Rivian shares?

Volkswagen US-Holding, Inc. purchased 62,889,522 Rivian Class A shares at $15.90 per share. The transaction is coded as a purchase and was executed as part of a private placement under an Investment Agreement with Rivian Automotive, Inc.

Was Volkswagen’s Rivian share purchase an open-market trade or private placement?

While the transaction code is a purchase, the footnotes clarify the shares were acquired in a private placement. The purchase occurred under an Investment Agreement between Rivian Automotive, Inc., Volkswagen AG, and Volkswagen International America Inc., later renamed Volkswagen US-Holding, Inc.

What agreement governs Volkswagen’s large share purchase in Rivian (RIVN)?

The filing cites an Investment Agreement dated November 13, 2024, amended on April 17, 2025, among Rivian Automotive, Inc., Volkswagen AG, and Volkswagen International America Inc. This agreement governs the private placement through which Volkswagen US-Holding, Inc. acquired the reported Rivian shares.