On October 4, 2023, Rivian Automotive (NASDAQ: RIVN) announced its intention to offer, subject to market and other conditions, $1,500,000,000 million aggregate principal amount of green convertible senior notes due 2030 (the “notes”) in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the proposed offering of the notes, the Company provided prospective investors with a preliminary offering memorandum dated October 4, 2023 (the “Preliminary Offering Memorandum”).

The Preliminary Offering Memorandum contains certain preliminary unaudited financial information of the Company as of and for the three months ended September 30, 2023. The preliminary unaudited financial results are furnished under the heading “Estimated Preliminary Results as of and for the Three Months Ended September 30, 2023” in Exhibit 99.1 to this report.

The information furnished pursuant to Item 2.02 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing. By filing this report and furnishing this information, the Company makes no admission as to the materiality of any information contained in Item 2.02 of this report, including the portion of Exhibit 99.1 entitled “Estimated Preliminary Results as of and for the Three Months Ended September 30, 2023” and the information related thereto.