Rivian Automotive, Inc. reported that Volkswagen AG and its wholly owned subsidiary Volkswagen US-Holding, Inc. beneficially own 209,769,645 shares of Rivian Class A common stock, representing 15.9% of the class. The filing states 62,889,522 shares were issued to VWUSH on April 30, 2026 under the Investment Agreement. The percent calculation uses 1,256,505,294 shares outstanding as of April 21, 2026 plus the April 30 issuance.
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Insights
Volkswagen holds a 15.9% stake via its U.S. subsidiary, including an April 30, 2026 issuance.
The filing lists 209,769,645 shares beneficially owned by Volkswagen entities, with 62,889,522 shares issued to VWUSH pursuant to the Investment Agreement dated November 13, 2024 (as amended).
Share percentages are calculated using April 21, 2026 outstanding shares; cash‑flow treatment or voting arrangements beyond shared power are not further detailed in the excerpt.
Key Figures
Shares beneficially owned:209,769,645 sharesPercent of class:15.9%Shares issued to VWUSH:62,889,522 shares+1 more
4 metrics
Shares beneficially owned209,769,645 sharesBeneficially owned by Volkswagen entities
Percent of class15.9%Calculated using 1,256,505,294 shares outstanding as of April 21, 2026 plus issuance
Shares issued to VWUSH62,889,522 sharesIssued on April 30, 2026 under the Investment Agreement
Shares outstanding used1,256,505,294 sharesOutstanding as of April 21, 2026 per Form 10-Q
"Each of the Reporting Persons may be deemed the beneficial owner of 209,769,645 shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared dispositive powerregulatory
"Shared Dispositive Power 209,769,645.00"
Investment Agreementother
"issued to VWUSH on April 30, 2026 pursuant to the terms of the Investment Agreement"
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.
How many Rivian (RIVN) shares does Volkswagen beneficially own?
Volkswagen entities beneficially own 209,769,645 shares of Rivian Class A common stock. The shares are held by Volkswagen US-Holding, Inc., a wholly owned subsidiary of Volkswagen AG, as stated in the filing.
What percentage of Rivian does Volkswagen own according to the filing?
The filing reports Volkswagen's stake as 15.9% of Rivian's Class A common stock. That percentage uses 1,256,505,294 shares outstanding as of April 21, 2026 plus the April 30 issuance.
Did Volkswagen receive new Rivian shares recently?
Yes. The filing states 62,889,522 shares were issued to Volkswagen US-Holding, Inc. on April 30, 2026 under the Investment Agreement dated November 13, 2024 (as amended April 17, 2025).
Who holds the voting and dispositive power for these shares?
The filing reports 0 shares of sole voting or sole dispositive power and 209,769,645 shares of shared voting and shared dispositive power for both Volkswagen AG and VWUSH, per the cover page rows.
What source did the filing use to calculate the ownership percentage?
The percent was calculated using the Company’s reported 1,256,505,294 shares outstanding as of April 21, 2026 from the Form 10-Q for the quarter ended March 31, 2026, plus the April 30 issuance to VWUSH.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Rivian Automotive, Inc.
(Name of Issuer)
Class A common stock, par value $0.001 per share
(Title of Class of Securities)
76954A103
(CUSIP Number)
04/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
76954A103
1
Names of Reporting Persons
Volkswagen AG
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GERMANY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
209,769,645.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
209,769,645.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
209,769,645.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
15.9 %
12
Type of Reporting Person (See Instructions)
HC, CO
Comment for Type of Reporting Person: The reported securities consist of 209,769,645 shares of Class A common stock directly beneficially owned by Volkswagen US-Holding, Inc. (formerly known as Volkswagen International America Inc.), a wholly-owned subsidiary of Volkswagen AG.
SCHEDULE 13G
CUSIP Number(s):
76954A103
1
Names of Reporting Persons
Volkswagen US-Holding, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
209,769,645.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
209,769,645.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
209,769,645.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
15.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Rivian Automotive, Inc.
(b)
Address of issuer's principal executive offices:
14600 Myford Rd., Irvine, CA 92606
Item 2.
(a)
Name of person filing:
This Amendment No. 3 to the Schedule 13G initially filed on October 7, 2024, as amended by Amendment No. 1 filed on February 13, 2025 and Amendment No. 2 filed on July 2, 2025 (this "Schedule 13G/A") is being filed by the following entities (collectively, the "Reporting Persons"):
(i) Volkswagen AG; and
(ii) Volkswagen US-Holding, Inc. (formerly known as Volkswagen International America Inc.) ("VWUSH")
(b)
Address or principal business office or, if none, residence:
(i) The address of the principal business office of Volkswagen AG is: Volkswagen AG, Berliner Ring 2, 38440 Wolfsburg, Germany
(ii) The address of the principal business office of VWUSH is: Volkswagen US-Holding, Inc., 12110 Sunset Hills Rd., Suite 600, Reston, VA 20190
(c)
Citizenship:
(i) Volkswagen AG: Germany
(ii) VWUSH: Delaware
(d)
Title of class of securities:
Class A common stock, par value $0.001 per share
(e)
CUSIP No.:
76954A103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Each of the Reporting Persons may be deemed the beneficial owner of 209,769,645 shares of Class A common stock, par value $0.001 per share, of Rivian Automotive, Inc. (the "Common Stock") held by VWUSH, which is a wholly-owned subsidiary of Volkswagen AG.
The securities reported on this Schedule 13G/A include 62,889,522 shares of Common Stock which were issued by Rivian Automotive, Inc. (the "Company") to VWUSH on April 30, 2026 pursuant to the terms of the Investment Agreement, dated as of November 13, 2024, as amended on April 17, 2025 (as so amended, the "Investment Agreement").
(b)
Percent of class:
(i) Volkswagen AG - 15.9%
(ii) VWUSH - 15.9%
The percent of class beneficially owned by the Reporting Persons set forth in this Schedule 13G/A was calculated based on 1,256,505,294 shares of Common Stock outstanding as of April 21, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the Securities and Exchange Commission on April 30, 2026, plus the 62,889,522 shares of Common Stock issued to VWUSH on April 30, 2026 pursuant to the terms of the Investment Agreement.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Volkswagen AG - 0
(ii) VWUSH - 0
(ii) Shared power to vote or to direct the vote:
(i) Volkswagen AG - 209,769,645
(ii) VWUSH - 209,769,645
(iii) Sole power to dispose or to direct the disposition of:
(i) Volkswagen AG - 0
(ii) VWUSH - 0
(iv) Shared power to dispose or to direct the disposition of:
(i) Volkswagen AG - 209,769,645
(ii) VWUSH - 209,769,645
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
This Schedule 13G/A relates to the shares of Common Stock directly beneficially owned by VWUSH. Volkswagen AG is the parent organization of VWUSH.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Volkswagen AG
Signature:
/s/ Philip Haarmann
Name/Title:
Philip Haarmann/Chief Legal Officer
Date:
05/04/2026
Signature:
/s/ Rolf Woller
Name/Title:
Rolf Woller/Head of Group Treasury & Investor Relations
Date:
05/04/2026
Volkswagen US-Holding, Inc.
Signature:
/s/ Alexander Schuetz
Name/Title:
Alexander Schuetz/Executive Director
Date:
05/04/2026
Signature:
/s/ Anja Guenther
Name/Title:
Anja Guenther/Executive Director
Date:
05/04/2026
Exhibit Information
Joint Filing Agreement dated October 7, 2024, entered into by the Reporting Persons (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on October 7, 2024 (SEC File No. 005-93085)). https://www.sec.gov/Archives/edgar/data/1111708/000110465924106776/tm2425403d1_ex99-1.htm.
