Rivian Automotive, Inc. / DE

Item 8.01 - Other Events. On July 7, 2026, Rivian Automotive, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), in connection with the offering, issuance and sale by the Company of 75,000,000 shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”), at an offering price of $15.50 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase up to 11,250,000 additional shares of Class A common stock at the public offering price, which the Underwriters exercised in full on July 8, 2026. The offering was made pursuant to a registration statement on Form S-3 (Registration No. 333-295470) filed on April 30, 2026, including a base prospectus contained therein, and a prospectus supplement dated July 7, 2026. The Company estimates the net proceeds from the offering will be approximately $1.32 billion, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering for general corporate purposes, including the funding of certain equity contributions pursuant to that certain Amended and Restated Loan Arrangement and Reimbursement and Sponsor Support Agreement with the United States Department of Energy (the “DOE”), pursuant to which the DOE has agreed to arrange a multi-draw term loan facility to be provided by the Federal Financing Bank to a subsidiary of the Company, as borrower. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing descriptions of the Underwriting Agreement are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the foregoing securities offered and sold in the offering, a copy of which is filed as Exhibit 5.1 hereto.