Rivian Files 8-K: Agreements, Obligations, and Equity Sales

TL;DR

Rivian 8-K: New deals, debt, and stock sales filed today.

AI Summary

On June 25, 2024, Rivian Automotive, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, created a direct financial obligation, and reported unregistered sales of equity securities. The filing also includes other events and financial statements/exhibits.

Why It Matters

This filing indicates significant financial and contractual activities for Rivian, including potential new debt or equity arrangements and sales of stock, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, direct financial obligations, and unregistered sales of equity, which can introduce financial risks and uncertainties.

Key Players & Entities

• Rivian Automotive, Inc. (company) — Registrant
• June 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 14600 Myford Road Irvine, California 92606 (address) — Principal executive offices
• (888) 748-4261 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — which registered Class A Common Stock, $0.001 par value per share RIVN The Nasdaq
• $1.0 billion — and sale by the Company to Investor of $1.0 billion of principal amount of a 4.75% converti
• $10.8359 — ertible Note will convert at a price of $10.8359 per share of Common Stock based on the
• $5.0 billion — ow) and is part of the broader expected $5.0 billion investment by Volkswagen Group into the
• $100,000,000 — ith respect to indebtedness of at least $100,000,000 and certain events of bankruptcy, insol
• $100.0 million — regate offering value equal to at least $100.0 million. The foregoing description of the Not
• $5.0 b — nds to make a total investment of up to $5.0 billion, inclusive of the $1.0 billion No
• $4.0 billion — 0 billion Note Issuance. The additional $4.0 billion of capital is subject to the formation
• $2.0 billion — capital is expected to be comprised of $2.0 billion of investment in shares of the Company'

Filing Documents

• d833726d8k.htm (8-K) — 42KB
• d833726dex41.htm (EX-4.1) — 222KB
• 0001193125-24-167944.txt ( ) — 436KB
• rivn-20240625.xsd (EX-101.SCH) — 3KB
• rivn-20240625_lab.xml (EX-101.LAB) — 17KB
• rivn-20240625_pre.xml (EX-101.PRE) — 11KB
• d833726d8k_htm.xml (XML) — 3KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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 Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding receipt of regulatory approvals, the parties entering into definitive agreements, the formation of the JV, the expected benefits from the partnership, the future investments in the Company's shares and the investments related to the JV. You can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions. 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 I, Item 1A, "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 30, 2024, and our other filings with

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Convertible Promissory Note Purchase Agreement, dated as of June 25, 2024, between Rivian Automotive, Inc. and Volkswagen International America Inc. 4.2 Form of Senior Convertible Promissory Note (included as Exhibit A to Exhibit 4.1). 104 Cover page interactive data file (embedded within the inline XBRL document). Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of such omitted documents to the Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RIVIAN AUTOMOTIVE, INC. Date: June 25, 2024 By: /s/ Claire McDonough Claire McDonough Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR