Rivian Automotive, Inc 8-K, filed Jul 2, 2025
Rivian Automotive, Inc. (RIVN)
8-K
2025-07-02
For: 2025-06-30
View Original
Added on
April 11, 2026
About this 8-K
Rivian Automotive, Inc filed this 8-K on July 2, 2025, reporting on events of June 30, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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Rivian Automotive, Inc.
(Exact name of registrant as specified in its charter)
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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: | |||||||||||||||||||||||||||||
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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 | |||||||
| 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 | |||||||
Exhibit 99.1
Rivian Releases Q2 2025 Production and Delivery Figures, Announces Funding of $1B Volkswagen Group Investment in Rivian and Sets Date for Second Quarter 2025 Financial Results
Irvine, California, July 2, 2025: Rivian Automotive, Inc. (NASDAQ: RIVN) today announced production and delivery totals for the quarter ending June 30, 2025. The company produced 5,979 vehicles at its manufacturing facility in Normal, Illinois and delivered 10,661 vehicles during the same period. Production was limited during the second quarter in preparation for model year 2026 vehicles expected to launch later this month.
Production and delivery results for the quarter are in line with Rivian's outlook. Rivian is also reaffirming its 2025 delivery guidance range of 40,000 to 46,000 vehicles.
Following its second quarter of gross profit in Q1 2025, on June 30 Rivian received a $1 billion equity investment from Volkswagen Group at an effective price of $19.42 which represents a 33% premium to the $14.56 30-trading day volume-weighted average stock price. The investment is part of the $5.8 billion agreement associated with the Rivian and Volkswagen Group technology joint venture.
The company also announced that on August 5th, 2025 after market close, it will release its second quarter 2025 financial results. Rivian will host an audio webcast at 5:00 p.m. ET the same day to discuss the performance and outlook for the business. The live webcast will be available at https://rivian-q2-earnings-webcast-2025.open-exchange.net/ and a replay will be available for four weeks at www.rivian.com/investors following the webcast.
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our annual delivery outlook.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part II, Item 1A, “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and our other filings with the Securities and Exchange Commission. The forward-looking statements in this press release are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such
Exhibit 99.1
statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
About Rivian:
Rivian (NASDAQ: RIVN) is an American automotive manufacturer that develops and builds category-defining electric vehicles as well as software and services that address the entire lifecycle of the vehicle. The company creates innovative and technologically advanced products that are designed to excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Rivian vehicles are built in the United States and are sold directly to customers in the consumer and commercial markets. Whether taking families on new adventures or electrifying fleets at scale, Rivian vehicles all share a common goal — preserving the natural world for generations to come.
Learn more about the company, products, and careers at www.rivian.com.
Contacts:
Investors: ir@rivian.com
Media: Harry Porter, media@rivian.com
Investors: ir@rivian.com
Media: Harry Porter, media@rivian.com