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Get filing alertsRivian raises $300M from SMB, issuing 19.6M shares at $15.34 after hitting milestone
Filed May 4, 2026 · Period ending May 4, 2026 · ~1 min read
Key Changes
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high
Rivian issued 19.6 million Class A shares to SMB Holding at $15.34/share for $300 million in cash after achieving an undisclosed Milestone #1 under their March 2026 agreement with SMB and Uber.
Item 3.02 verify on EDGAR → -
medium
The share price was set by averaging Rivian's volume-weighted average price over 30 trading days ending March 17, 2026, providing SMB with shares at a predetermined formula price rather than a discount.
Item 3.02 verify on EDGAR → -
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The issuance represents roughly 1.5-2% dilution to existing shareholders but provides significant capital to fund operations and growth initiatives.
Item 3.02 verify on EDGAR → -
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Shares were issued in a private placement under SEC exemption rules, meaning they carry transfer restrictions and weren't registered for public sale.
Item 3.02 verify on EDGAR →
Summary
Rivian completed a $300 million equity raise from SMB Holding Corporation after achieving the first milestone in a strategic agreement announced in March 2026 with SMB and Uber. The company issued 19.6 million shares at $15.34 each, with the price determined by a 30-day volume-weighted average ending in mid-March rather than at a discount to market. For retail investors, this represents modest dilution of 1.5-2% but provides substantial cash to fund Rivian's capital-intensive manufacturing ramp and product development.
The milestone achievement suggests Rivian is meeting operational targets tied to its partnership with SMB and Uber, though the specific milestone criteria weren't disclosed. Watch for disclosure of what Milestone #1 entailed and whether additional milestones remain under the March agreement that could trigger further share issuances. Also monitor how Rivian deploys this capital in upcoming quarters and whether the SMB-Uber partnership yields concrete commercial benefits beyond financing.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In April 2026, Rivian Automotive, Inc., a Delaware corporation (the “Company”) achieved Milestone #1 as defined in the Subscription Agreement dated March 18, 2026 (the “Subscription Agreement”) that the Company entered into with SMB Holding Corporation (“SMB”) and Uber Technologies, Inc. (“Uber”), which was a condition precedent for a corresponding investment by SMB of $300 million in exchange for a number of shares of Class A common stock to SMB equal to $300 million divided by the price per share of the Class A common stock based on the arithmetic average of the daily volume-weighted average sale price for the thirty consecutive trading days ending on March 17, 2026.
Rivian achieved an undisclosed Milestone #1 under a subscription agreement with SMB and Uber from March 2026. This milestone triggered SMB's obligation to invest $300 million. The share price was determined by averaging the volume-weighted average price over 30 trading days ending March 17, 2026.
Added in current filing · verify on EDGAR →
Pursuant to the terms of the Subscription Agreement, on May 4, 2026, upon receipt of $300 million from SMB, the Company issued 19,553,911 shares of its Class A common stock to SMB at a purchase price per share of $15.3422.
Rivian issued 19,553,911 shares of Class A common stock to SMB at $15.3422 per share for total proceeds of $300 million. This represents approximately 1.5-2% dilution depending on total shares outstanding and provides significant capital to the company.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 27, 2026 · How we verify