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

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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”).

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.

(d) Exhibits:

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.