UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

~~May~~June 422, 2026

Date of Report (date of earliest event reported)

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Rivian Automotive, Inc.

(Exact name of registrant as specified in its charter)

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Delaware

(State or other jurisdiction of incorporation)

001-41042

(Commission File Number)

47-3544981

(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)

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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 35.0207 –- ~~Unregistered~~Submission ~~Sales~~of Matters to a Vote of ~~Equity~~Security ~~Securities~~Holders.

InOn ~~April~~June 22, 2026, Rivian Automotive, Inc., a(the ~~Delaware~~"Company") ~~corporation~~held (its Annual Meeting of Stockholders. Holders of the “Company”)'s ~~achieved~~Class ~~Milestone~~A #1common asstock ~~defined~~were inentitled to one vote per share held as of the ~~Subscription~~close ~~Agreement~~of ~~dated~~business ~~March~~on 18April 23, 2026 (the ~~“Subscription~~"Record ~~Agreement”~~Date") ~~that~~and holders of the Company's ~~entered~~Class ~~into~~B ~~with~~common ~~SMB~~stock ~~Holding~~were ~~Corporation~~entitled ~~(“SMB”)~~to ~~and~~ten ~~Uber~~votes ~~Technologies,~~per ~~Inc.~~share ~~(“Uber”)~~held as of the Record Date, ~~which~~and ~~was~~the aholders ~~condition~~voted ~~precedent~~together ~~for~~as a ~~corresponding~~single ~~investment~~class byon ~~SMB~~each of ~~$300~~the ~~million~~proposals inset ~~exchange~~forth ~~for~~below. aA ~~number~~total of 976,546,842 shares of the Company's Class A common stock toand ~~SMB~~3,912,500 ~~equal~~shares toof ~~$300~~the ~~million~~Company's ~~divided~~Class B common stock were presented in person or represented by proxy at the ~~price~~meeting, ~~per~~representing ~~share~~approximately 78.39% of the combined voting power of the Company's Class A and Class B common stock ~~based~~as onof the ~~arithmetic~~Record ~~average~~Date. ofThe following are the ~~daily~~voting ~~volume-weighted~~results ~~average~~for ~~sale~~the ~~price~~proposals ~~for~~considered and voted upon at the ~~thirty~~meeting, ~~consecutive~~each ~~trading~~of ~~days~~which ~~ending~~were ondescribed ~~March~~in 17the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2026.

~~Pursuant~~Item to1 ~~the~~— ~~terms~~Election of ~~the~~two ~~Subscription~~Class ~~Agreement,~~II ondirectors ~~May 4,~~to ~~2026,~~serve ~~upon~~until ~~receipt of $300 million from SMB,~~ the ~~Company~~2029 ~~issued~~annual ~~19,553,911~~meeting ~~shares~~ of ~~its~~stockholders ~~Class~~and Auntil ~~common~~their ~~stock~~respective tosuccessors ~~SMB~~shall athave abeen ~~purchase~~duly ~~price~~elected ~~per~~and ~~share of $15~~qualified.~~3422.~~

The foregoing shares of Class A common stock were issued pursuant to an exemption from registration for transactions by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.


Nominee	Votes FOR	Votes WITHHELD	Broker Non-Votes
Karen Boone	618,888,357	141,045,594	255,737,891
Aidan Gomez	702,024,906	57,909,045	255,737,891

Item ~~9.01~~2 -— ~~Financial~~Ratification ~~Statements~~of ~~and~~the ~~Exhibits~~appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

(d) Exhibits:


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
999,469,299	10,599,213	5,603,330	0

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers in 2025.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
508,489,685	250,097,567	1,346,699	255,737,891

Based on the foregoing votes, Karen Boone and Aidan Gomez were elected, and Items 2 and 3 were approved.

SIGNATURES

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

	RIVIAN AUTOMOTIVE, INC.
Date: May 4, 2026	By:	/s/ Claire McDonough
Date: June 26, 2026	By:	/s/ Claire McDonough
	Name:	Claire McDonough
	Title:	Chief Financial Officer

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