Rivian Automotive, Inc. Announces Commencement of Underwritten Public Offering of Common Stock
Rivian Automotive, Inc. (NASDAQ:RIVN) ("Rivian") today announced that it has commenced an underwritten public offering of 75,000,000 shares of its common stock. In connection with the offering, Rivian expects to grant the underwriters a 30-day option to purchase up to an additional 11,250,000 shares of its common stock, at the public offering price, less underwriting discounts and commissions. All of the shares to be sold in the offering are to be sold by Rivian. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Rivian expects to use the net proceeds from the offering for general corporate purposes, including funding of certain equity contributions pursuant to that certain Amended and Restated Loan Arrangement and Reimbursement and Sponsor Support Agreement with the U.S. Department of Energy (the "DOE Loan").
Goldman Sachs & Co., LLC, Allen & Company LLC, Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the proposed offering.
The proposed offering is being made pursuant to a shelf registration statement on Form S-3 that became automatically effective upon filing with the Securities and Exchange Commission (the "SEC") on April 30, 2026. The offering may be made only by means of a prospectus supplement and an accompanying prospectus. The prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC and will be available for free by visiting EDGAR on the SEC website at www.sec.gov. When available, copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained by contacting: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, Telephone: (866) 471-2526 or via email: prospectusny@ny.email.gs.com; Allen & Company LLC, Attention: Prospectus Department, 711 Fifth Avenue, 9th floor, New York, New York 10022, by telephone at (212) 339-2220, or by email at allenprospectus@allenco.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Barclaysprospectus@broadridge.com, (888) 603-5847; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Morgan Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; or by email at prospectus@morganstanley.com; and Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities, nor will there be any sale of these securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
About Rivian
Rivian (NASDAQ:RIVN) is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services. Through innovation across its electrical architecture, end-to-end software, autonomous driving platform, artificial intelligence, and propulsion, the company creates vehicles that excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers. 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.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding statements regarding the offering and the expected use of proceeds therefrom, which statements are based on current expectations, forecasts, and assumptions and involve risks and uncertainties that could cause actual results to differ materially from expectations discussed in such statements, you can identify forward-looking statements by terms such as "will," "expects," 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. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors. 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, our ability to complete the offering on favorable terms, if at all, general market, political, economic and business conditions which might affect the offering and the important factors discussed in Part II, Item 1A, "Risk Factors" in Rivian’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and its other filings with the Securities and Exchange Commission. Rivian may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Rivian does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
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Investor Contact
ir@rivian.com
Media Contact
Harry Porter
media@rivian.com