Rivian Automotive, Inc. / DE 10-K

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Rivian Automotive, Inc. (together with its consolidated subsidiaries, “Rivian” or the “Company”), Class A common stock has been traded on the Nasdaq Global Select Market under the symbol “RIVN” since November 10, 2021. Prior to that date, there was no public trading market for our Class A common stock. Our Class B common stock is not listed or traded on any stock exchange. Holders As of March 14, 2022, there were approximately 284 shareholders of record of our Class A common stock and one shareholder of record of our Class B common stock. The number of beneficial owners is substantially greater than the number of shareholders of record because a large portion of our Class A common stock is held in “street name” by brokers, banks, and other financial institutions. Dividend Policy We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Our operations are generally conducted through our subsidiaries, and accordingly, our ability to pay dividends to our stockholders will be dependent on the earnings and distributions of funds from these subsidiaries. Covenants in the senior secured asset-based revolving credit facility (“ABL Facility”) and the indenture governing the senior secured floating rate notes due October 2026 (“2026 Notes”) are material restrictions on the ability of certain of our subsidiaries to pay dividends to us, and we may enter into credit agreements or other borrowing arrangements in the future that restrict our ability to declare or pay cash dividends or make distributions in the future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments and applicable law. Unregistered Sales of Equity Securities The following sets forth information regarding all unregistered securities sold by us during the year ended December 31, 2021 that were not previously disclosed in a Quarterly Report on Form 10-Q or Current Report on Form 8-K. Preferred Stock In January 2021, we issued and sold to investors in a private placement an aggregate of 71,913,170 shares of Series F preferred stock at a purchase price of $36.85 per share, for aggregate consideration of approximately $2.7 billion. Upon the closing of our initial public offering (“IPO”), all outstanding shares of contingently redeemable convertible preferred stock converted into an aggregate 575,864,510 shares of Class A common stock. Common Stock • In January 2021, we issued and sold to a member of our board of directors and an investor in private placements an aggregate of 80,572 shares of common stock at a purchase price of $21.72 per share, for aggregate consideration of approximately $2 million. • In April and May 2021, we issued and sold to members of our board of directors in private placements an aggregate of 65,232 shares of common stock at a purchase price of $30.66 per share, for aggregate consideration of approximately $2 million. 57 RIVIAN AUTOMOTIVE, INC. • In August 2021, we issued and sold to a member of our board of directors in a private placement an aggregate of 7,791 shares of common stock at a purchase price of $32.09 per share, for aggregate consideration of approximately $0.3 million. Convertible Notes In July 2021, we issued convertible promissory notes to investors for an aggregate principal amount of $2.5 billion. In November 2021, the convertible promissory notes converted into 37,707,390 shares of Class A common stock at a conversion price equal to $66.30 per share. Plan-Related Issuances During the year ended December 31, 2021, we granted to our employees, officers, directors, consultants and other service providers options to purchase an aggregate of 29 million shares of common stock at the weighted average exercise price of $22.06 per share and restricted stock units representing an aggregate of 26 million shares of common stock, under the 2015 Long-Term Incentive Plan (“2015 Stock Plan”) prior to the IPO and under the 2021 Incentive Award Plan (“2021 Stock Plan”) after the IPO. The issuances of the above securities prior to the IPO were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. Individuals who purchased securities as described above represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates issued in such transactions. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering. Use of Proceeds On November 15, 2021, we completed our IPO. The net proceeds to us from the IPO were $13.5 billion, after deducting the underwriting discount and commissions of approximately $185 million. All shares sold were registered pursuant to a registration statement on Form S-1 (File No. 333-259992), as amended (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (“SEC”) on November 9, 2021. The net proceeds from our IPO have been invested in investment grade instruments. There has been no material change in the use of proceeds from our IPO as described in our final prospectus, as filed with the SEC in connection with our IPO. Stock Performance Graph The following stock performance graph shall not be deemed soliciting material or to be filed with the SEC for purposes of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any of our other filings under the Exchange Act or the Securities Act. 58 RIVIAN AUTOMOTIVE, INC. The graph below compares the cumulative weekly stockholder return on our Class A common stock with the cumulative weekly total return on the Nasdaq Composite Index and the Nasdaq OMX Global Automobile, none of which pay dividends. It assumes an initial investment of $100 at the market close on November 10, 2021, which is the first day our Class A common stock began trading. The following table summarizes stock performance graph data points in dollars. Base Period Weeks Ending 11/10/21 11/12/21 11/19/21 11/26/21 12/03/21 12/10/21 12/17/21 12/24/21 12/31/21 Rivian $ 100 $ 129 $ 128 $ 111 $ 104 $ 114 $ 97 $ 96 $ 103 NASDAQ Composite $ 100 $ 102 $ 103 $ 99 $ 97 $ 100 $ 97 $ 100 $ 100 NASDAQ OMX Global Automobile $ 100 $ 101 $ 102 $ 98 $ 96 $ 96 $ 94 $ 95 $ 94 Item 6. [ Reserved ] 59 RIVIAN AUTOMOTIVE, INC.