{"url_path":"/sec/rivn/8-k/2026-07-09/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1874178/0001104659-26-081988-index.html","accession_number":"0001104659-26-081988","cik":"0001874178","ticker":"RIVN","issuer_name":"Rivian Automotive, Inc. / DE","edgar_url":"https://www.sec.gov/Archives/edgar/data/1874178/0001104659-26-081988-index.html","primary_entity_key":"0001874178","primary_entity_name":"Rivian Automotive, Inc. / DE"},"word_count":388,"has_tables":true,"body_markdown":"**Item 8.01 - Other Events.**\n\n \n\nOn July 7, 2026, Rivian Automotive, Inc. (the\n“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman\nSachs & Co. LLC, as representative of the several underwriters named therein (collectively, the\n“Underwriters”), in connection with the offering, issuance and sale by the Company of 75,000,000 shares of the\nCompany’s Class A common stock, par value $0.001 per share (the “Class A common stock”), at an offering\nprice of $15.50 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the\noption, 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\noffering was made pursuant to a registration statement on Form S-3 (Registration No. 333-295470) filed on April 30,\n2026, including a base prospectus contained therein, and a prospectus supplement dated July 7, 2026. The Company estimates the\nnet proceeds from the offering will be approximately $1.32 billion, after deducting underwriting discounts and commissions and\nestimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering for general\ncorporate purposes, including the funding of certain equity contributions pursuant to that certain Amended and Restated Loan\nArrangement and Reimbursement and Sponsor Support Agreement with the United States Department of Energy (the “DOE”),\npursuant to which the DOE has agreed to arrange a multi-draw term loan facility to be provided by the Federal Financing Bank to a\nsubsidiary of the Company, as borrower. The Underwriting Agreement contains customary representations, warranties and agreements by\nthe Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for\nliabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing\ndescriptions of the Underwriting Agreement are not complete and are qualified in their entirety by reference to the full text of the\nUnderwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by\nreference herein. Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the\nforegoing securities offered and sold in the offering, a copy of which is filed as Exhibit 5.1 hereto."}