| Item 1. | |
| (a) | Name of issuer:
Rivian Automotive, Inc. |
| (b) | Address of issuer's principal executive offices:
14600 Myford Rd., Irvine, CA 92606 |
| Item 2. | |
| (a) | Name of person filing:
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") |
| (b) | Address or principal business office or, if none, residence:
(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 |
| (c) | Citizenship:
(i) Volkswagen AG: Germany
(ii) VWUSH: Delaware |
| (d) | Title of class of securities:
Class A common stock, par value $0.001 per share |
| (e) | CUSIP No.:
76954A103 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
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"). |
| (b) | Percent of class:
(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. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(i) Volkswagen AG - 0
(ii) VWUSH - 0
|
| | (ii) Shared power to vote or to direct the vote:
(i) Volkswagen AG - 209,769,645
(ii) VWUSH - 209,769,645
|
| | (iii) Sole power to dispose or to direct the disposition of:
(i) Volkswagen AG - 0
(ii) VWUSH - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
(i) Volkswagen AG - 209,769,645
(ii) VWUSH - 209,769,645
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
This Schedule 13G/A relates to the shares of Common Stock directly beneficially owned by VWUSH. Volkswagen AG is the parent organization of VWUSH. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)