0001104659-26-054713.txt : 20260504 0001104659-26-054713.hdr.sgml : 20260504 20260504141439 ACCESSION NUMBER: 0001104659-26-054713 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260504 DATE AS OF CHANGE: 20260504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rivian Automotive, Inc. / DE CENTRAL INDEX KEY: 0001874178 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] ORGANIZATION NAME: 04 Manufacturing EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93085 FILM NUMBER: 26936583 BUSINESS ADDRESS: STREET 1: 14600 MYFORD ROAD CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (888) 748-4261 MAIL ADDRESS: STREET 1: 14600 MYFORD ROAD CITY: IRVINE STATE: CA ZIP: 92618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VOLKSWAGEN AG CENTRAL INDEX KEY: 0001111708 ORGANIZATION NAME: EIN: 000000000 FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: 38436 WOLFSBURG GERMANY STREET 2: 38436 WOLFSBURG GERMANY CITY: WOLFSBURG PROVINCE COUNTRY: 2M ZIP: 38436 BUSINESS PHONE: 2124505993 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: VOLKSWAGEN AG STREET 2: 38436 WOLFSBURG GERAMY CITY: WOLFSBURG PROVINCE COUNTRY: 2M ZIP: 38436 SCHEDULE 13G/A 1 primary_doc.xml X0202 SCHEDULE 13G/A 0001104659-24-106776 0001111708 XXXXXXXX LIVE 3 Class A common stock, par value $0.001 per share 04/30/2026 0001874178 Rivian Automotive, Inc. 76954A103 14600 Myford Rd. Irvine CA 92606 Rule 13d-1(c) Volkswagen AG 2M 0.00 209769645.00 0.00 209769645.00 209769645.00 N 15.9 HC CO The reported securities consist of 209,769,645 shares of Class A common stock directly beneficially owned by Volkswagen US-Holding, Inc. (formerly known as Volkswagen International America Inc.), a wholly-owned subsidiary of Volkswagen AG. Volkswagen US-Holding, Inc. DE 0.00 209769645.00 0.00 209769645.00 209769645.00 N 15.9 CO Rivian Automotive, Inc. 14600 Myford Rd., Irvine, CA 92606 This Amendment No. 3 to the Schedule 13G initially filed on October 7, 2024, as amended by Amendment No. 1 filed on February 13, 2025 and Amendment No. 2 filed on July 2, 2025 (this "Schedule 13G/A") is being filed by the following entities (collectively, the "Reporting Persons"): (i) Volkswagen AG; and (ii) Volkswagen US-Holding, Inc. (formerly known as Volkswagen International America Inc.) ("VWUSH") (i) The address of the principal business office of Volkswagen AG is: Volkswagen AG, Berliner Ring 2, 38440 Wolfsburg, Germany (ii) The address of the principal business office of VWUSH is: Volkswagen US-Holding, Inc., 12110 Sunset Hills Rd., Suite 600, Reston, VA 20190 (i) Volkswagen AG: Germany (ii) VWUSH: Delaware Y The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Each of the Reporting Persons may be deemed the beneficial owner of 209,769,645 shares of Class A common stock, par value $0.001 per share, of Rivian Automotive, Inc. (the "Common Stock") held by VWUSH, which is a wholly-owned subsidiary of Volkswagen AG. The securities reported on this Schedule 13G/A include 62,889,522 shares of Common Stock which were issued by Rivian Automotive, Inc. (the "Company") to VWUSH on April 30, 2026 pursuant to the terms of the Investment Agreement, dated as of November 13, 2024, as amended on April 17, 2025 (as so amended, the "Investment Agreement"). (i) Volkswagen AG - 15.9% (ii) VWUSH - 15.9% The percent of class beneficially owned by the Reporting Persons set forth in this Schedule 13G/A was calculated based on 1,256,505,294 shares of Common Stock outstanding as of April 21, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the Securities and Exchange Commission on April 30, 2026, plus the 62,889,522 shares of Common Stock issued to VWUSH on April 30, 2026 pursuant to the terms of the Investment Agreement. (i) Volkswagen AG - 0 (ii) VWUSH - 0 (i) Volkswagen AG - 209,769,645 (ii) VWUSH - 209,769,645 (i) Volkswagen AG - 0 (ii) VWUSH - 0 (i) Volkswagen AG - 209,769,645 (ii) VWUSH - 209,769,645 Y Y N This Schedule 13G/A relates to the shares of Common Stock directly beneficially owned by VWUSH. Volkswagen AG is the parent organization of VWUSH. Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Joint Filing Agreement dated October 7, 2024, entered into by the Reporting Persons (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on October 7, 2024 (SEC File No. 005-93085)). https://www.sec.gov/Archives/edgar/data/1111708/000110465924106776/tm2425403d1_ex99-1.htm. Volkswagen AG /s/ Philip Haarmann 05/04/2026 /s/ Rolf Woller 05/04/2026 Volkswagen US-Holding, Inc. /s/ Alexander Schuetz 05/04/2026 /s/ Anja Guenther 05/04/2026