Rivian Automotive, Inc. Form 8-K Filing

Rivian Automotive, Inc. (the "Company") and Rivian New Horizon, LLC (the "Borrower") entered into an Amended and Restated Loan Arrangement and Reimbursement and Sponsor Support Agreement (the "A&R LARSSA") with the United States Department of Energy ("DOE") on April 30, 2026. This agreement amends a previous agreement from January 16, 2025. The facility includes two tranches: Note A, a ~15-year term loan for up to $3,355,410,861.67 plus capitalized interest, and Note B, a ~10-year term loan for up to $650,902,306.53 plus capitalized interest. These loans will be provided by the Federal Financing Bank (FFB) to support the development of a first phase of 300,000 units of annual production capacity at an electric vehicle manufacturing facility in Georgia. Proceeds will fund eligible project costs, subject to conditions like the Sponsor maintaining positive gross margin, achieving vehicle sales metrics, and making required equity contributions. The loans have specific advance request periods and maturity dates, with principal and interest payments structured quarterly. The Sponsor and certain subsidiaries will jointly and severally guarantee the Borrower's obligations. The agreement also details contingent equity contributions from the Sponsor, subordination of intercompany debt, and various covenants related to project construction, operation, financial matters, and other business activities. Standard events of default and remedies are included.