Rivian Automotive Inc-A美股招股说明书(2026-07-06版)

Rivian Automotive, Inc. ClassA common stock We are offering 75,000,000 shares of our ClassA common stock, par value $0.001 per share (“ClassAcommon stock”). Our ClassA common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol“RIVN.” On July 2, 2026, the last reported sale price of our ClassA common stock on Nasdaq was $18.63per share. (1)See “Underwriting” for a description of the compensation payable to the underwriters. We intend to grant the underwriters an option for a period of 30days to purchase up to anadditional11,250,000 shares of our ClassA common stock, less the underwriting discounts andcommissions set forth above. Investing in our ClassA common stock involves a high degree of risk. See the section titled “Risk Factors”beginning on pageS-5of this prospectus supplement and the other risk factors that we incorporate by referenceinto this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on or about, 2026. Joint Book-Running Managers Goldman Sachs & Co. LLC Allen & Company LLCBarclaysJ.P. MorganMorgan StanleyWells Fargo SecuritiesThe information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities hasbecome effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and arenot soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-5USE OF PROCEEDSS-11DIVIDEND POLICYS-12DILUTIONS-13MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSS-14UNDERWRITERSS-18LEGAL MATTERSS-26EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-28 PagePROSPECTUSABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE2THE COMPANY4RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF OTHER SECURITIES20GLOBAL SECURITIES21PLAN OF DISTRIBUTION25LEGAL MATTERS26EXPERTS26 ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering and also supplements and updates information contained in the accompanyingprospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which provides more generalinformation, some of which may not apply to this offering. Generally, when we refer to the prospectus, weare referring to this prospectus supplement and the accompanying prospectus combined. To the extent thereis a conflict between the information contained in this prospectus supplement, on the one hand, and theinformation contained in the accompanying prospectus or in any document incorporated by reference thatwas filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely onthe information in this prospectus supplement. If the information contained in this prospectus supplementdiffers or varies from the information contained in the accompanying prospectus, you should rely on theinformation set forth in this prospectus supplement. Neither we nor the underwriters have authorized anyone to provide you with any information or tomake any representations other than those contained in this prospectus supplement and the accompanyingprospectus, and any documents incorporated by reference herein or therein, and any free writingprospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy, shares of our ClassA commonstock only in jurisdictions where offers and sales are permitted. For investors outside the United States, weand the underwriters have not done anything that would permit this offering or possession or distribution ofthis prospectus supplement, the accompanying prospectus and any free writing prospectus that we haveauthorized for use in connection with this offering in any jurisdiction where action for that purpose isrequired, other than in the United States. Persons outside the United States who come into possession