• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
PublishDashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form 8-K filed by Rivian Automotive Inc.

    6/20/25 5:10:54 PM ET
    $RIVN
    Auto Manufacturing
    Consumer Discretionary
    Get the next $RIVN alert in real time by email
    8-K
    Rivian Automotive, Inc. / DE false 0001874178 --12-31 0001874178 2025-06-18 2025-06-18
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    June 18, 2025

    Date of Report (date of earliest event reported)

     

     

    Rivian Automotive, Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-41042   47-3544981

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification Number)

    14600 Myford Road

    Irvine, California 92606

    (Address of principal executive offices) (Zip code)

    (888) 748-4261

    (Registrant’s telephone number, including area code)

    N/A

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

      ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

      ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

      ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

      ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    Symbol

     

    Name of each exchange

    on which registered

    Class A common stock, $0.001 par value per share   RIVN   The Nasdaq Stock Market

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

    On June 18, 2025, at Rivian Automotive, Inc.’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the following amendments to the Company’s Amended and Restated Certificate of Incorporation (collectively, the “Amendments”), each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”):

     

      •  

    an increase in the number of authorized shares of Class A common stock from 3,500,000,000 to 5,250,000,000 shares, which in turn increased the total number of authorized shares of common stock from 3,507,825,000 to 5,257,825,000;

     

      •  

    a provision exculpating certain corporate officers from liability for breach of the fiduciary duty of care in certain circumstances; and

     

      •  

    clarifications that the voting standard found in Section 242(d)(2) of the Delaware General Corporation Law would apply to any amendment to increase the number of authorized shares of the Company’s common or preferred stock when the requirements of Section 242(d)(2) are satisfied.

    Following the Annual Meeting, on June 20, 2025, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware, at which point the Amendments became effective. The Company subsequently filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware incorporating the Amendments (the “Restated Certificate”). The Restated Certificate is filed herewith as Exhibit 3.1. The above description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate, which is incorporated herein by reference.

    Item 5.07 - Submission of Matters to a Vote of Security Holders.

    On June 18, 2025, the Company held its Annual Meeting. Holders of the Company’s Class A common stock were entitled to one vote per share held as of the close of business on April 23, 2025 (the “Record Date”) and holders of the Company’s Class B common stock were entitled to ten votes per share held as of the Record Date, and the holders voted together as a single class on each of the proposals set forth below. A total of 882,677,818 shares of the Company’s Class A common stock and 7,825,000 shares of the Company’s Class B common stock were represented in person or by proxy at the meeting, representing approximately 78.96% of the combined voting power of the Company’s Class A and Class B common stock as of the Record Date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Proxy Statement.

    Item 1 — Election of three Class I directors to serve until the 2028 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified.

     

    Nominee   Votes FOR   Votes WITHHELD   Broker Non-Votes

    Robert J. Scaringe

      658,314,108   50,830,668   251,783,042

    Peter Krawiec

      650,310,473   58,834,303   251,783,042

    Sanford Schwartz

      655,341,644   53,803,132   251,783,042

    Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

     

    Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

    950,122,353

      6,737,480   4,067,985   0


    Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

     

    Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

    649,816,435

      58,245,672   1,082,669   251,783,042

    Item 4 — Approval of the future issuance of shares of Class A common stock to Volkswagen International America, Inc.

     

    Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

    701,798,459

      6,810,088   536,229   251,783,042

    Item 5 — Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation that would increase the number of authorized shares of the Company’s Class A common stock.

     

    Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

    904,197,774

      52,631,933   4,098,111   0

    Item 6 — Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers from certain breaches of fiduciary duty.

     

    Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

    681,026,301

      26,993,860   1,124,615   251,783,042

    Item 7 — Approval of amendments to the Company’s Amended and Restated Certificate of Incorporation to clarify voting requirements to amend the number of authorized shares of the Company’s common stock and preferred stock.

     

    Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

    705,082,803

      3,175,437   886,536   251,783,042

    Item 8 — Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4, Proposal 5, Proposal 6 or Proposal 7.

     

    Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

    892,677,088

      63,555,664   4,695,066   0

    Based on the foregoing votes, Robert J. Scaringe, Peter Krawiec, and Sanford Schwartz were elected, and Items 2, 3, 4, 5, 6, 7 and 8 were approved.


    Item 9.01 - Financial Statements and Exhibits.

    (d) Exhibits:

     

    Exhibit No.

      

    Description

    3.1    Restated Certificate of Incorporation, dated June 19, 2025
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

        RIVIAN AUTOMOTIVE, INC.
    Date: June 20, 2025     By:  

    /s/ Claire McDonough

        Name:   Claire McDonough
        Title:   Chief Financial Officer
    Get the next $RIVN alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $RIVN

    DatePrice TargetRatingAnalyst
    5/14/2025$16.00Buy → Hold
    Jefferies
    3/20/2025$19.00 → $13.00Overweight → Neutral
    Piper Sandler
    3/7/2025$12.70Hold
    TD Cowen
    2/24/2025$13.00 → $10.00Neutral → Underperform
    BofA Securities
    2/21/2025$13.00 → $15.00Overweight → Neutral
    Cantor Fitzgerald
    1/29/2025$6.10Underperform
    Bernstein
    12/18/2024$18.00 → $16.00Outperform → Neutral
    Robert W. Baird
    12/9/2024$18.00Buy
    The Benchmark Company
    More analyst ratings

    $RIVN
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Director Schwartz Sanford Harold was granted 16,812 shares, increasing direct ownership by 10% to 189,359 units (SEC Form 4)

      4 - Rivian Automotive, Inc. / DE (0001874178) (Issuer)

      6/20/25 5:19:19 PM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary
    • Director Marcario Rose M was granted 16,812 shares, increasing direct ownership by 15% to 125,594 units (SEC Form 4)

      4 - Rivian Automotive, Inc. / DE (0001874178) (Issuer)

      6/20/25 5:18:47 PM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary
    • Director Krawiec Peter was granted 16,812 shares, increasing direct ownership by 26% to 81,467 units (SEC Form 4)

      4 - Rivian Automotive, Inc. / DE (0001874178) (Issuer)

      6/20/25 5:18:06 PM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary

    $RIVN
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Rivian Automotive downgraded by Jefferies with a new price target

      Jefferies downgraded Rivian Automotive from Buy to Hold and set a new price target of $16.00

      5/14/25 8:58:35 AM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary
    • Rivian Automotive downgraded by Piper Sandler with a new price target

      Piper Sandler downgraded Rivian Automotive from Overweight to Neutral and set a new price target of $13.00 from $19.00 previously

      3/20/25 7:56:37 AM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary
    • TD Cowen initiated coverage on Rivian Automotive with a new price target

      TD Cowen initiated coverage of Rivian Automotive with a rating of Hold and set a new price target of $12.70

      3/7/25 8:12:24 AM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary

    $RIVN
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Rivian CFO to participate in the Deutsche Bank Global Auto Industry Conference

      Rivian (NASDAQ:RIVN) has today announced that on Thursday, June 12, 2025, at 12:00 p.m. EDT, its CFO, Claire McDonough, will participate in a fireside chat at the Deutsche Bank Global Auto Industry Conference. A live webcast of the chat will be available here, and a recording of the session will be available on the same link following the event. About Rivian: Rivian (NASDAQ:RIVN) is an American automotive manufacturer that develops and builds category-defining electric vehicles as well as software and services that address the entire lifecycle of the vehicle. The company creates innovative and technologically advanced products that are designed to excel at work and play with the goal

      6/6/25 7:00:00 AM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary
    • Rivian Automotive, Inc. Prices $1.25 Billion Senior Secured Green Notes Offering to Refinance Outstanding Senior Secured Notes due 2026

      Rivian Automotive, Inc. (NASDAQ:RIVN) ("Rivian") today announced that Rivian Holdings, LLC (the "Company"), Rivian, LLC ("Rivian LLC") and Rivian Automotive, LLC ("Rivian Automotive" and, together with the Company and Rivian LLC, the "Co-Issuers") priced their private offering of $1,250,000,000 aggregate principal amount of 10.000% senior secured green notes due 2031 (the "notes"). Rivian expects to use the net proceeds from the offering of the notes, together with cash on hand, to redeem in full the $1,250,000,000 aggregate principal amount of the Co-Issuers' outstanding floating rate senior secured notes due 2026 (the "2026 Notes") and pay related fees and expenses. This press release doe

      6/4/25 4:25:00 PM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary
    • Rivian Automotive, Inc. Announces Proposed $1.25 Billion Senior Secured Green Notes Offering to Refinance Outstanding Senior Secured Notes due 2026

      Rivian Automotive, Inc. (NASDAQ:RIVN) ("Rivian") today announced that Rivian Holdings, LLC (the "Company"), Rivian, LLC ("Rivian LLC") and Rivian Automotive, LLC ("Rivian Automotive" and, together with the Company and Rivian LLC, the "Co-Issuers") intend to offer, subject to market and other customary conditions, $1,250,000,000 aggregate principal amount of senior secured green notes due 2031 (the "notes") in a private offering. Rivian expects to use the net proceeds from the offering of the notes, together with cash on hand, to redeem in full the $1,250,000,000 aggregate principal amount of the Co-Issuers' outstanding floating rate senior secured notes due 2026 (the "2026 Notes") and pay r

      6/2/25 7:15:00 AM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary

    $RIVN
    SEC Filings

    See more
    • SEC Form 8-K filed by Rivian Automotive Inc.

      8-K - Rivian Automotive, Inc. / DE (0001874178) (Filer)

      6/20/25 5:10:54 PM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary
    • Rivian Automotive Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

      8-K - Rivian Automotive, Inc. / DE (0001874178) (Filer)

      6/12/25 4:48:19 PM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary
    • SEC Form 8-K filed by Rivian Automotive Inc.

      8-K - Rivian Automotive, Inc. / DE (0001874178) (Filer)

      6/2/25 7:30:56 AM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary

    $RIVN
    Financials

    Live finance-specific insights

    See more
    • Rivian Releases Q1 2025 Production and Delivery Figures and Sets Date for First Quarter 2025 Financial Results

      Rivian Automotive, Inc. (NASDAQ:RIVN) today announced production and delivery totals for the quarter ending March 31, 2025. The company produced 14,611 vehicles at its manufacturing facility in Normal, Illinois and delivered 8,640 vehicles during the same period. As discussed on its last earnings call, production and delivery results for the quarter are in line with Rivian's outlook of approximately 14,000 vehicles produced and approximately 8,000 vehicles delivered. Rivian is also reaffirming its 2025 delivery range guidance of 46,000 to 51,000 vehicles. The company also announced that on May 6th, 2025 after market close, it will release its first quarter 2025 financial results. Rivian w

      4/2/25 8:30:00 AM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary
    • Rivian Releases Q4 2024 Production and Delivery Figures and Sets Date for Fourth Quarter and Full Year 2024 Results

      Rivian Automotive, Inc. (NASDAQ:RIVN) today announced production and delivery totals for the quarter and full-year ending December 31, 2024. The company produced 12,727 vehicles at its manufacturing facility in Normal, Illinois and delivered 14,183 vehicles during the same period. On a full-year 2024 basis, the company produced 49,476 vehicles and delivered 51,579. These figures were in line with management's full-year 2024 guidance of 47,000 to 49,000 vehicles produced and 50,500 to 52,000 vehicles delivered. In addition, the previously discussed shortage of a shared component on the R1 and RCV platforms is no longer a constraint on Rivian's production. The company also announced that

      1/3/25 8:31:00 AM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary
    • Rivian and Patagonia Partner with Sol Systems to Drive Renewable Energy in Stokes County, NC

      Washington, D.C., Oct. 24, 2024 (GLOBE NEWSWIRE) -- Rivian, Patagonia and Sol Systems, have joined forces to advance renewable energy in North Carolina through an innovative Renewable Energy Certificate and Community Impact Agreement (REC-CIA). This groundbreaking partnership is centered around the 50 MWac Lick Creek Solar project in Stokes County, NC, which will supply clean energy and contribute to a more sustainable future. The project is not only a step towards reducing carbon emissions but also a demonstration of how businesses can use renewable energy procurement to create positive social and environmental impacts. The Lick Creek Solar project benefits the local community today thr

      10/24/24 7:00:00 AM ET
      $RIVN
      Auto Manufacturing
      Consumer Discretionary