UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 8, 2025, Rivian Holdings, LLC (the “Borrower Representative”), a direct subsidiary of Rivian Automotive, Inc., entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated Credit Agreement (the “A&R Credit Agreement”), by and among, inter alios, the Borrower Representative, the other borrowers from time to time party thereto, the other subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., in its capacity as administrative agent.
Among other things, the Amendment amended the existing A&R Credit Agreement to:
| • | extend the maturity date to April 8, 2030 (subject to an earlier maturity on the date that is 91 days prior to the stated maturity of any debt for borrowed money (subject to certain exclusions) with an aggregate principal amount equal to or exceeding $200 million then outstanding); |
| • | amend the restrictive covenants in order to permit the funding of commitments under the previously announced multi-draw term loan facility arranged by the United States Department of Energy to finance the construction and development of our Stanton Springs North Facility; and |
| • | amend certain other covenants. |
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1^ | Amendment No. 1 to Amended and Restated Credit Agreement, dated as of April 8, 2025, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers and guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| ^ | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to provide copies of any of the omitted exhibits upon request by the Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RIVIAN AUTOMOTIVE, INC. | ||||||
| Date: April 9, 2025 | By: | /s/ Claire McDonough | ||||
| Claire McDonough | ||||||
| Chief Financial Officer | ||||||