Volkswagen AG‘s stake in Rivian climbed to 15.9%, the German group disclosed in a Securities and Exchange Commission (SEC) filing on Monday after market close — surpassing Amazon as the EV maker’s largest single shareholder for the first time since Rivian‘s 2021 Nasdaq debut.

The disclosure comes after Volkswagen deployed an additional $1 billion of capital under the milestone-based investment structure tied to the software joint venture with Rivian established in late 2024.

Volkswagen and its US subsidiary Volkswagen US-Holding, Inc. now beneficially own 209,769,645 Rivian Class A common shares, the filing showed.

The 15.9% stake puts the German group ahead of Amazon, which holds approximately 158.4 million Rivian shares — a position that has remained largely unchanged since the early-stage investments Amazon made beginning in 2019.

Amazon was Rivian‘s largest pre-IPO investor, with a roughly 20% stake disclosed in the lead-up to the November 2021 listing.

That position diluted to approximately 17% by the end of 2022, then to approximately 16% in 2024 as Rivian‘s share count expanded.

By July 2025, Amazon’s 158 million-share position represented roughly 13.3% of Rivian, per institutional shareholder tracker TIKR.

Following Monday’s disclosure of Volkswagen‘s 62,889,522-share private placement on April 30 and an additional $300 million Uber-affiliated investment on Monday, the total Rivian Class A share count has expanded to roughly 1.34 billion shares — diluting Amazon‘s stake to approximately 11.8% based on its unchanged 158.4 million-share position.

The cross-over makes Volkswagen Rivian‘s largest single outside shareholder for the first time, with the German automaker now holding 32% more shares than Amazon.

Amazon‘s strategic relationship with Rivian is anchored on a commitment to purchase more than 100,000 electric delivery vans by 2030 — separate from its equity holding.

Volkswagen‘s 15.9% disclosure marks the third upward revision of the German automaker’s Rivian stake under the milestone-based investment structure put in place when the $5.8 billion software joint venture was finalized in November 2024.

The first $1 billion convertible note investment from Volkswagen in June 2024 gave the German automaker an 8.6% Rivian stake when converted in December 2024.

A second $1 billion equity investment in mid-2025 — triggered by Rivian posting back-to-back gross profit quarters — brought the stake to roughly 12%.

The April 30 private placement of 62,889,522 shares at $15.90 per share — triggered by the successful completion of winter testing milestones at the Rivian and Volkswagen Group Technologies joint venture, as EV reported on March 27 — pushed the stake to 15.9%.

The 15.9% calculation uses 1,256,505,294 Rivian shares outstanding as of April 21, 2026 — per Rivian‘s Form 10-Q filed April 30 — plus the 62,889,522 newly issued Volkswagen shares.

The Volkswagen tranche came alongside a $300 million private placement from SMB Holding Corporation — an Uber Technologies Inc. affiliate — which closed on Monday under Rivian‘s separate $1.25 billion robotaxi partnership with the ride-hailing company.

Rivian issued 19,553,911 Class A shares to SMB Holding at $15.3422 per share in connection with that closing, also disclosed in an SEC filing on Monday after market close.

Together, the two private placements add $1.3 billion of equity capital to Rivian‘s March 31 cash position of $4.83 billion in cash, cash equivalents and short-term investments.

Chief Financial Officer Claire McDonough told investors on Rivian‘s first quarter earnings call on Thursday that the company expects to receive an additional $2 billion of capital from Volkswagen Group in 2026.

Of that, $1 billion is the April 30 closing now disclosed in the 13G/A and the remaining $1 billion in nonrecourse debt is expected in October.

The remaining $500 million of Volkswagen‘s $5.8 billion commitment is expected in 2027.

Of the $1.25 billion in Uber-affiliated investment that the Subscription Agreement contemplates, $950 million remains outstanding after Monday’s closing.

The leadership change in Rivian‘s shareholder register reflects two distinct strategic relationships diverging in importance.

Amazon‘s investment originated in Rivian‘s pre-IPO history — a strategic partnership anchored on the Electric Delivery Van program for Amazon’s logistics fleet, with no recent additional equity contribution from Amazon’s side.

Volkswagen‘s investment, by contrast, is structured as an active milestone-driven capital deployment tied to Rivian‘s technical performance under the joint venture, with up to $5.8 billion of total investment by 2027.

Rivian founder and CEO RJ Scaringe described the Volkswagen deal at South by Southwest in March as “the largest software licensing deal in the history of the auto industry.”

He also told the SXSW audience that the Volkswagen deal was “the first of what we believe will be many software and electronics deals like that.”

The Volkswagen joint venture covers next-generation electrical architecture and software-defined vehicle stacks for VW, Audi, Porsche, Skoda, Seat, and other Western Hemisphere Volkswagen Group brands, with the Volkswagen ID.EVERY1 expected to be the first production model to launch on the architecture in 2027.

Rivian shares closed 3.4% lower at $14.51 on Monday — below both the $15.3422 strike price of the SMB Holding issuance and the $15.90 strike price of the Volkswagen issuance.