Good afternoon, and thank you for joining us on today's call. Before we begin, matters discussed on this call, including comments and responses to questions, reflect management's views as of today. We will also be making statements related to the formation of a joint venture, the expected receipt of additional investments from Volkswagen Group, and the expected benefits of the partnership that may be considered forward-looking statements under federal securities laws. Such statements involve risks and uncertainties that could cause actual results to differ materially, including the receipt of any future regulatory approvals, the parties entering into definitive investment agreements, opportunities for the joint venture, and the accounting impact of the joint venture. These risks and uncertainties are described in our SEC filings. With that, I'll turn the call over to RJ, who will begin with a few opening remarks.
Thanks, Tim, and thanks everyone for joining us on today's call. We're very excited to announce the closing of our landmark joint venture with Volkswagen Group. The deal size is up to $5.8 billion, and it really validates Rivian's technology and what enabled the joint venture to be built, and that's after years and years of development and vertically integrating our scalable network architecture, our topology of ECUs, and, of course, all the associated software platforms, and what has us so excited about this is it really embraces the core mission of Rivian. Why Rivian exists as a company is to help drive the world towards more rapid electrification, and this joint venture is going to help that. It underpins, helping to create more compelling products in the market. The joint venture also helps support Rivian's capital roadmap.
This is not just important for launching R2, but it supports taking Rivian through positive free cash flow. Now, there are a number of elements of this that I want to call out that are really important. The first is this deal continues to embrace the core of Rivian, which is built around innovation, and the joint venture is going to continue to develop industry-leading software and hardware capabilities to support a wide range of products. With that, the platform, as it's been designed and as it will continue to be developed, is designed really as a scalable platform where we can put this technology into vehicles across multiple price points, multiple form factors, and importantly, many different markets. We also think the partnership with Volkswagen Group demonstrates Rivian's ability as a partner and really positions us, we believe, as a partner of choice for developing differentiated technology.
This demonstrates our capabilities to create new growth opportunities beyond what our current business is today. Last, the joint venture is going to provide a level of cost efficiency as we have increased sourcing leverage and increased sourcing scale, but also the ability to partner closely with Volkswagen Group as we select the components that are going to go into our hardware stack within the electronics in our vehicle. Now, as we said in the release, Wassym is going to serve as the co-CEO and CTO of the joint venture, but he'll also maintain his role as our Chief Software Officer at Rivian. We're really excited about the potential of this partnership and really excited around how this drives towards our mission. With that, I'm going to turn the call over to Wassym.
Thanks, RJ. I'm very excited to serve as co-CEO and Chief Technology Officer of the joint venture, as well as maintain my role on the executive leadership team at Rivian. As CTO of the JV, I will have technical responsibility, including overseeing hardware and software development and vehicle integration, and will lead all JV engineering resources. Our focus as a team remains totally unchanged. We will continue to wake up in the morning thinking about what we can do to make our products better, deliver world-class experiences for our customers, and optimize efficiency for our operations. This partnership is a landmark in the industry. Our clean-sheet software stack and zonal architecture are intentionally designed to be modular and flexible and enable structural cost advantages by scaling across a wide range of product tiers, price points, and international markets.
The combination of Rivian's technology stack and Volkswagen Group's global presence and capabilities uniquely positions the joint venture to be a leader in the development of software and associated electrical architecture. As the auto industry transitions to smarter, more connected, and integrated architectures, we expect to deliver a leading platform that will contribute to building vehicles that our customers love. We believe over the long term, we will see potential for applications beyond both Rivian and Volkswagen Group products, and that this partnership will unlock other opportunities that will accelerate the world's transition to electrification. We're extremely excited with the unique opportunity that lies ahead with the creation of this technology JV. Before I turn the call to Claire, I would like to thank our team and our employees for the energy and the passion that made this partnership possible.
Thanks, Wassym. Today's announcement reinforces the value of what we're building and helps solidify the capital roadmap to enable Rivian's future growth. The total expected deal size of up to $5.8 billion, together with our balance sheet cash, cash equivalents, and short-term investments, are expected to provide the capital to fund Rivian's operations through the ramp of R2 and Normal, as well as the mid-size platform in Georgia, enabling Rivian a path to free cash flow positive and meaningful scale. In addition, we expect to see modest benefit from cash usage as compared to our standalone plan and the opportunity to realize material cost savings over the long term. We also believe that this joint venture will become the partner of choice in the industry for software-defined vehicle systems, creating the potential for future revenue and income growth.
I plan to walk through the timing and milestones associated with the up to $5.8 billion. We received the first $1 billion in June at the time we announced the deal. This was in the form of a convertible note, which we expect to convert to Rivian equity on December 1st of this year. $500 million of this will convert at a $10.84 per share price, and $500 million will convert based on the 45-day trading volume-weighted average price, or VWAP, at the time of conversion. Next, we expect to receive $1.32 billion of cash this week as part of the deal closing and JV formation. This payment is consideration for the background IP license and a 50% equity stake in the joint venture.
In 2025, we expect to receive $1 billion of investment in the form of equity at a 33% premium to the 30-day VWAP at the time of issuance. This payment will occur once Rivian reaches either two non-consecutive quarters of $50 million of gross profit or two consecutive quarters of gross profit, but no earlier than June 2025. Rivian has five years to achieve this milestone. Note, the financial measure used is GAAP gross profit and excludes any impact the joint venture has on Rivian's financials. In 2026, we expect to receive $1 billion of equity, which will be based on successfully testing the joint venture's technology in winter testing in one or more vehicles from the first and second package of in-scope Volkswagen Group vehicles. We have included additional details on the mechanics of the financing in the shareholder letter and 8-K we published today.
This equity investment will be priced at the 30 trading day VWAP leading up to the investment. Rivian also has the option to draw a $1 billion loan in October 2026, which will be non-recourse to Rivian and backed by Rivian's equity stake in the joint venture. The loan will be repaid over a 10-year period but will not require principal repayment until 2029. The interest rate on the loan will be equal to Volkswagen Group's cost of debt on a 7-year maturity plus 25 basis points. Finally, at the end of 2027, we expect to receive $460 million of equity, which will be funded at the earlier of January 2028 for the first production of a saleable Volkswagen Group vehicle using the joint venture's technology. Upon issuance, the equity investment will be priced at an 84% premium to the 30 trading day VWAP leading up to the milestone.
In total, this funding secures Rivian's path to launch our R2 product and mid-size platform across our facilities in Normal and Georgia. In addition to the funding, there are other aspects of the deal that we expect to financially benefit Rivian. Through 2028, Volkswagen Group will fund 75% of the shared platform cost within the joint venture, while Rivian will fund 25% of these costs. Starting in 2029, Volkswagen Group will fund an incremental $100 million per year of the joint venture's shared cost, which will reduce Rivian's shared cost. Additionally, we anticipate material cost savings as we explore opportunities to source our shared network architecture and electronic control units. At this time, we are still working through the accounting treatment of the joint venture and associated impacts to Rivian's financial statements. We will provide further detail during our fourth quarter earnings call.
We are excited about the partnership with Volkswagen Group, the opportunity to build on Rivian's industry-leading technology platform, and to secure capital for Rivian's future. With that, let me turn the call back over to the operator to open the line for Q&A.
Thank you. For the Q&A section of today's session, we will be utilizing the raise hand feature. If you would like to ask a question, click on the raise hand button at the bottom of your screen. Once prompted, please unmute yourself and begin with your question. We ask that you please limit yourself to one question and a related follow-up today. We will now pause a moment for the queue to assemble. Our first question comes from George Gianarikas with Canaccord. Please unmute your line and ask your question.
Hi, good afternoon, and thank you for taking my questions. So maybe just to start out, I just want to make sure we've based ourselves correctly. How much incremental change has there been between this announcement and the original announcement you made several months ago? It sounds like there may be an incremental $800 million. I just want to make sure that I'm right about that. Thank you.
Thanks, George. As you can imagine, we spent significant time negotiating each aspect of the financial consideration and milestones collectively with the Volkswagen Group as a whole, and we were able to come to an agreement on an outcome that met both parties' core needs by pulling forward a portion of future consideration for Rivian. So the couple of key changes that I would call out was, first, we included an additional $320 million of increase in the payment at the closing of the JV. We went from $1 billion, as we had indicated in June, to $1.32 billion today. And then in addition to that, we've added a 33% premium in the 2025 equity investment.
So what this effectively means is that there's $750 million of economic value associated with the sale of $750 million worth of shares, plus a $250 million overall premium, which is reflected in the 33% premium to the VWAP that I indicated in my prepared remarks. So in summary, we'll receive at that time still $1 billion of capital, but that $1 billion of capital will be in exchange for $750 million worth of shares as part of that 2025 investment. We've also introduced a new equity investment in late 2027 or in January of 2028, depending on the milestone it achieved, which is essentially taking that $250 million of value that was in that 2025 payment and making that as part of this.
In that equity investment, there'll be $250 million of value in exchange for $250 million worth of shares, plus a $210 million premium as a whole. In total, we're still looking at $1 billion of value for $1 billion worth of shares sold between these two equity investments in 2025 and 2027-2028, plus an additional $460 million of premiums between the two transactions. This is, as we look at the future, also has the potential to enable a reduction in potential dilution as well for Rivian shareholders if you do consider a share price increase between the 2025 timeframe as you look ahead to the 2027-2028 anticipated investment as a whole.
Thank you. And maybe as my follow-up, have there been other OEMs who've reached out to you interested in developing on the joint venture's platform? Thank you.
Yeah, thanks, George. We've talked about this a lot in the past. The technology stack that we've developed in terms of our hardware, our software, of course, the network architecture is really unique. And there's really two manufacturers outside of China that are building vehicles with zonal architectures and this type of sophistication: us and Tesla. And so we do recognize that what we've created from a technology stack point of view is both unique and incredibly valuable. And we were really pleased when we announced our partnership with Volkswagen last June, just given the scale of the brands and products across many price points and across many markets within the Volkswagen Group.
And so while this is our first focus and the initial emphasis of everything that we're doing, and there's a lot of product that we'll be working to integrate our technology into, we've certainly had discussions with others, and we believe the technology has wide-ranging applications beyond Rivian products or Volkswagen Group products. But to be clear, we have such a significant amount of activity that we're going to be doing over the coming months to execute just on R2 and then subsequently the Volkswagen Group products.
Our next question comes from Joseph Spak. Please unmute your line and ask your question.
Thanks, everyone. First question is just a clarification. I know during the initial framework for this joint venture was around architecture and software related to the architecture. The release today again says cutting-edge software and electronics architecture. I just want to make sure that that software portion is still just as it relates to the architecture. But if you could confirm that, that'd be helpful.
Yeah, to be clear, the joint venture entails the electronics and ECUs associated with all the vehicle software with the exception of anything around autonomy. And so this is the core zonals, what we would think of as maybe broadly as the infotainment platform and the connectivity platform. But often, I think this gets confused for user interface. So the design or the user interface, what the pixels look like on any screens in the vehicle, that's set by the respective brand. So in the case of Rivian, that's, of course, set by us. But in the case of a Volkswagen Group company, those individual companies will be setting the UI strategies and essentially arranging the pixels on their screens the way that they'd like.
But our base operating system and the core software platform running all those different zonal ECUs is what our technology is and what's being contributed into the joint venture.
Okay. So just to simplify, back-end infotainment is included, but how I, as a driver in the vehicle, see the infotainment is left up to each individual company.
Correct. Yeah. A Rivian will feel like a Rivian. A Porsche will feel like a Porsche. The intent is not to have our design language in terms of user interface permeate across Volkswagen brands or vice versa, to have Volkswagen Group brands have a language that becomes part of Rivian's design language.
Okay. And yep. Second question, just on the milestones, and I appreciate the detail. I don't see them to be overly onerous. But I was curious, is there something very specific about cold weather or winter testing that was sort of specifically placed into the language?
I can take this one, Joe. Winter testing, this is typically one of the key milestones in the development life cycle for any car. This is typically having the electrical architecture and the software stack reach a number of functionalities that enable seamless features and functions with the thermal conditions and then the terrain conditions for winter.
Thank you.
Our next question comes from James Picariello with BNP Paribas. Can you please unmute your line and ask your question? Next question is from James Picariello . If you can unmute your line and ask your question, please.
Hi, can you hear me?
Yes, we can hear you.
Okay. Great. So just wondering, can you speak to the scope of the VW models and platforms that are intended to be covered under this JV now? Because today's press release does now include MEB models, at least in the text, whereas previously, VW had indicated in its own slide deck at the time of the original announcement that the agreement would cover just the PPE and SSP platforms. So just curious if the scope of the JV has changed materially or with that potential now. Next.
Yeah, thanks, James. I think, first of all, I mean, what's really important is the leading product out of the JV is the Rivian R2. So that will be the base platform that we will use to develop the next generation products for the different VW brands. We will start first in the first generation with the selection of premium vehicles for the VW Group. So this covers vehicles from Porsche, from Audi, and then other brands, and then there will be a second phase where that same architecture will scale across a much broader range of price points and then vehicle segments going to the mass volume segment with the VW brand.
Got it. And then as my follow-up on development expenses, Rivian will share in 25% of those costs through 2028, at least initially. I assume that there might be visibility in the next 12 months. Just order of magnitude, what that Rivian contribution of the 25% might look like? Thanks.
Sure. As we think about the shared development costs, the split will be 25% Rivian and 75% Volkswagen Group. There'll also be a component of the personnel and development work that will be 100% dedicated to Rivian and vice versa. There'll be a group that's focused 100% on Volkswagen Group as a whole. So Rivian would be paying 100% of the cost of its dedicated resources within the joint ventures as a whole. Today, we're not providing specifics in terms of the overall savings. Other than to say on an overall cash basis, this will certainly be a net benefit to Rivian as we think about our cash usage needs over the course of the coming years as a whole, given the economic splits associated with the joint venture in aggregate.
We'll provide additional details as it pertains to 2025 in particular on our Q4 earnings call when we provide a more detailed outlook for the year in aggregate.
Thanks.
Our next question comes from Dan Levy with Barclays. Can you please unmute your line and ask your question?
Hi, good evening. Claire, first question. I know you mentioned you still have to understand the accounting treatment, but maybe you can just give us a sense in the current OpEx that you have. Within the R&D, how much of it is associated with electrical architecture development costs?
Dan, we haven't given specifics. I would say the broad overarching parameter that we can provide is there'll be roughly 1,000 employees in the joint venture to give you a broad sense of the size and scale of both our software team as well as our electrical hardware team. Then there'll be additional G&A dedicated support team members as well that will go into the joint venture.
Understood. Thank you. And then maybe on a related note, I appreciate the comments on how the team is going to look. Perhaps you can give us a sense of the engagement with VW. Certainly, that's happening at the highest level, but maybe you could give us a sense of what other parts of the organization are having engagements with VW, even if it's just to pass along best practices on manufacturing or battery costs. I understand that certainly this is limited right now just to the software piece, but I assume that this opens up the potential for other exchange of best practices.
Yeah, Dan, the work that's gone into building a relationship like this, of course, had to be built around a foundation of a lot of trust between our leadership team and Volkswagen Group's leadership team, starting at the top, so between Oliver and I. And the relationship has developed over the last year and a half from the early discussions to ultimately the culmination of this deal. And so much trust had to be created because of the importance of this deal and, of course, the scale and scope of it for Volkswagen Group. And so while this represents a focused joint venture around software and electronics, as you said, certainly the depth of the relationship that we built with Volkswagen Group and the senior leaders there and the deep relationships that continue to grow, that represents an opportunity for us to look at other things together.
But that's not, of course, covered in the joint venture. And there's nothing to comment on here specifically today other than to say we continue to look forward to our relationship with Volkswagen Group and continue to build up on it.
Understood. Thank you.
This concludes the Q&A section of the call. I would now like to turn the call back to RJ Scaringe for closing remarks.
I'd like to first just start by saying congratulations to the team. Wassym has done an outstanding job of driving this along with a number of other leaders within the business, and we've really enjoyed watching how our organizations have worked together on this. It's, for me, been a joy seeing from the early discussions where there's been alignment at a senior strategic level, seeing that alignment play into the way that our teams have operated and the excitement that our teams have in applying technology we've been developing for years and years into a broad set of products, as Wassym said earlier, across a broad set of price points and regions and geographies, and it so beautifully aligns with our mission of helping to drive the world towards sustainable energy and sustainable transportation.
And key to that, which I talk about all the time, is making sure that there's lots of outstanding, highly compelling products that customers have to choose from. And in this relationship and the joint venture we've defined is certainly going to help contribute to that, where we will see lots of different unique products under different brands across different price points that are leveraging the technology we've developed to make sure that customers have these highly compelling choices. So with that, I'd like to thank everybody for joining the call today. And certainly, in hearing about this as we've gone through it today, I hope the excitement we feel for it is felt through the line. So thank you, everybody. Goodbye.