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10-K – 2026-02-12 – rivn-20251231.htm
In conjunction with the formation of the Joint Venture, we established Rivian JV SPV, LLC (“Joint Venture Equityholder”), a wholly-owned subsidiary of Rivian and the owner of 50% of the equity interests of the Joint Venture. We, together with Joint Venture Equityholder, and Volkswagen Group also entered into Loan Agreements providing for a committed $1 billion term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding (“Joint Venture Term Loan Facility”). When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by us for general corporate purposes. Our loan would mature on the tenth anniversary of the funding date. Beginning on the third anniversary of the funding date, $100 million of principal would be repaid each year in biannual installments of $50 million, with the balance of the principal amount due on the final maturity date. The loan may be prepaid at any time, in whole or in part, without any prepayment premium or penalty. Interest on the loan will accrue at a fixed rate per annum that is determined at the time of funding. The per annum rate will be equal to (a) the interpolated all-in yield for United States dollar-denominated debt securities of Volkswagen US-Holdings, Inc., Volkswagen AG and its affiliates, having a maturity of seven years on date of determination, plus (b) 25 basis points. Interest on the loan will be paid on a semi-annual basis, except that the first interest payment will be due on the second anniversary of the funding date. See Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information.
Government Programs and Incentives
On January 16, 2025, Rivian New Horizon, LLC (the “Borrower”) and Rivian Automotive, Inc. (the “Sponsor”) entered into a Loan Arrangement and Reimbursement and Sponsor Support Agreement with the United States DOE, pursuant to which the DOE has agreed to arrange a multi-draw term loan facility, comprised of two tranches, with the first tranche aggregate principal amount of up to approximately $3.4 billion (the “Note A Loan”) and the second tranche aggregate principal amount of up to approximately $2.6 billion (the “Note B Loan”, and together with the Note A Loan, the “DOE Loan”), to be provided by the Federal Financing Bank to the Borrower under DOE’s Advanced Technology Vehicles Manufacturing Program (“ATVM Program”). The proceeds from advances under the DOE Loan will be used to support the development of the Stanton Springs North Facility, which will be built in two production capacity blocks (the “Project”). The Borrower may request advances under the DOE Loan for purposes of funding certain eligible Project costs, subject to the Borrower’s satisfaction of the conditions under the Loan tranche that is designated for the relevant Block. Such conditions include the Sponsor maintaining positive gross margin for certain periods prior to the first Note A Loan advance, the Borrower achieving certain vehicle sales metrics prior to the first Note A Loan advance and first Note B Loan advance, making of required base equity contributions to fund certain Project costs, the granting to DOE of security over, among other things, Project assets and the execution of related security documents, the Borrower’s entry into agreements necessary for the development, design, engineering, construction and operation of the Project, delivery of a Project execution plan, and a bring-down of representations and warranties. Note A Loan advances may be requested, upon the satisfaction of certain conditions, from January 16, 2025 through April 16, 2031, and the loans comprised of Note A Loan advances will mature on March 15, 2045 (the “Note A Maturity Date”). The principal amount of the Note A Loan advances will be payable in quarterly installments commencing on March 15, 2031, through the Note A Maturity Date. Interest payments on the Note A Loan advances will begin on June 15, 2030, and will be payable quarterly in arrears. Note B Loan advances may be requested, upon the satisfaction of certain conditions, from January 16, 2025 through May 15, 2032, and the loans comprised of Note B Loan advances will mature on June 15, 2041 (the “Note B Maturity Date”). The principal amount of the Note B Loan advances will be payable in quarterly installments commencing on June 15, 2032, through the Note B Maturity Date. Interest payments on the Note B Loan
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advances will begin on June 15, 2032, and will be payable quarterly in arrears. The interest rate associated with an ATVM Program loan is equal to the United States Treasury-equivalent yield curve with 0% credit spread, set at each advance.
In September 2023, we entered into an amended Economic Development Agreement with the State of Georgia and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County through which we are eligible for an incentive package valued at up to $1.5 billion including tax credits and exemptions, grants to offset eligible costs of the Stanton Springs North Facility, site development and preparation, and recruitment and job training programs in exchange for our commitment during a specified period ending on December 31, 2047 to (i) create 7,500 new jobs for full-time employees at the Stanton Springs North Facility and (ii) make a capital investment of $5.0 billion in the Stanton Springs North Facility. See Note 9 "Leases" to our consolidated financial statements included in this Form 10-K for more information on the Rental Agreement that was executed in relation to this incentive package.
In May 2024, we entered into a REV Tax Credit Agreement with the State of Illinois acting by and through the Department of Commerce and Economic Opportunity in which we agreed to renovate and expand our existing manufacturing operations at our Normal Factory, make capital expenditures of at least $1.5 billion by December 31, 2029, create new full-time jobs, and also to retain a number of existing full-time jobs in Illinois. As consideration for and as a condition to the commitments defined within the agreement, we are eligible for an incentives package valued at up to approximately $0.8 billion, including tax credits and exemptions, and grants to offset eligible costs of the Normal Factory expansion. Tax credits will be eligible for issuance for an initial period of 15 years, with an opportunity for an additional 15-year extension. In October 2024, we received approximately $0.1 billion in connection with this agreement.
We have generated significant losses from operations, as reflected in our accumulated deficit of $23.3 billion and $27.0 billion as of December 31, 2024 and 2025, respectively. Additionally, we have generated significant negative cash flows from operations and investing activities as we continue to support the growth of our business. We anticipate continuing to make significant capital investments over the next several years to focus on ramping up production as we strategically expand infrastructure, including additional manufacturing capacity both domestically and internationally. We also anticipate continuing to make significant investments in future growth initiatives, including vehicle, autonomy-related, and other technology and software, tooling for current vehicle platforms, future vehicle manufacturing lines, and our service and retail network.
As of December 31, 2024 and 2025, our non-cancellable commitments are disclosed in Note 7 "Inventory" , Note 9 "Leases" , Note 10 “Debt” , and Note 16 "Commitments and Contingencies" to our consolidated financial statements included in this Form 10-K.
We believe our existing balance of cash and cash equivalents and short-term investments, in addition to amounts available for borrowing under the ABL Facility and Joint Venture Term Loan Facility, will be sufficient to meet our operating expenses, working capital, and capital expenditure needs for at least the next 12 months.
Our future operating losses and capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on R&D efforts and other growth initiatives, the timing, nature, and rate of expansion of manufacturing activities, our ability to drive cost reductions across the business through improved efficiencies, the timing of new products and services, market acceptance of our offerings, and overall economic conditions. Furthermore, we anticipate that future investments may require significant debt and/or equity financing. The sale of additional equity would result in dilution to our stockholders. The incurrence of additional debt would result in debt service obligations, and the instruments governing such debt could provide for operational and/or financial covenants that restrict our operations. There can be no assurances that we will be able to raise additional capital on favorable terms or at all. The inability to raise capital could adversely affect our ability to achieve our business objectives.
Cash Flows
Years Ended December 31,
(in millions) 2023 2024 2025
Net cash used in operating activities (4,866) (1,716) (779)
Net cash used in investing activities (2,511) (1,980) (1,828)
Net cash provided by financing activities 3,130 1,136 886
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Operating Activities
Net cash used in operating activities decreased during the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by a significant reduction in net loss.
Investing Activities
Net cash used in investing activities decreased during the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by lower purchases of short-term investments, partially offset by lower maturities of short-term investments and higher capital expenditures related to the expansion of production capacity at our Normal Factory. During the year ended December 31, 2025, we continued to invest in the growth of our business at our Normal Factory, our next generation vehicle platforms and technologies, and our go-to-market infrastructure.
Financing Activities
Net cash provided by financing activities during the year ended December 31, 2025 primarily resulted from the issuance of $750 million in shares of Class A common stock to Volkswagen Group in connection with the achievement of the Financial Milestone, as well as capital contributed by outside parties in the formation of Mind Robotics, Inc. and Mind Robotics, LLC (see Note 1 "Presentation and Nature of Operations" and Note 19 “ Variable Int erest Entities ” to our consolidated financial statements included in this Form 10-K for more information). Net cash provided by financing activities during the year ended December 31, 2024 primarily resulted from the issuance of the 2026 Convertible Note (see Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information).
Critical Accounting Policies and Estimates
The preparation of our financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and the discussion and analysis of our financial condition and operating results require us to make judgments, assumptions, and estimates that affect the amounts reported. We base these estimates on historical experience and on various other assumptions we believe are appropriate and reasonable under the circumstances and apply judgment to possible outcomes as the basis for amounts reported. Because of the inherent uncertainties involved in making such estimates, actual results may differ, and such differences may be material.
We consider the following policies and estimates critical because they are important to the portrayal of our financial condition and operating results, and they require us to make judgments and estimates about inherently uncertain matters. For further information on all of our significant accounting policies, see Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included in this Form 10-K.
Warranty and Field Service Actions
Estimates related to product warranties are established using actuarial estimates that utilize historical information on the nature, frequency, and average cost of claims for each vehicle cohort as well as assumptions about future activity and events. When little or no claims experience exists for a vehicle cohort, estimates are based on an analysis of actual claims incurred for similar vehicle cohorts or earlier model years, as applicable, as well as adjusted assumptions about future activity and events, which may leverage relevant benchmark data.
At the time of vehicle sale, an accrued liability is recorded for estimated product warranty costs. Separately, we periodically perform field service actions related to safety recalls, emission recalls, and other product campaigns. An accrued liability is recorded for the estimated cost of field service actions when the action has been identified and the related costs are probable of being incurred and estimable. Field service actions may occur in periods beyond the base warranty coverage period. We establish our cost estimates for field service actions using a patterned estimation approach by model year and evaluate our estimates on a regular basis using actual claims experience, adjusting as appropriate. We re-evaluate the adequacy of the warranty reserve on a regular basis and make revisions when appropriate. Due to the uncertainty and potential volatility of the factors used in establishing our estimates, changes in our assumptions could materially affect our financial condition and results of operations.
Should our cost estimates change in the future, such as estimated failure rate or estimated repair or replacement costs, the warranty reserve could increase or decrease. A hypothetical 10% change in estimated failure rates or estimated repair or
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replacement costs would have resulted in the following approximate changes in the warranty reserve for the year ended December 31, 2025 (in millions):
Decrease in Warranty Reserve Increase in Warranty Reserve
Change in estimated failure rate $ (40) $ 40
Change in estimated repair or replacement costs $ (40) $ 40
See Note 5 “Warranty and Field Service Actions” to our consolidated financial statements included in this Form 10-K for information regarding the accrued liability for estimated product warranty costs.
Recent Accounting Pronouncements
See Note 3 "New Accounting Standards" to our consolidated financial statements included in this Form 10-K for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate and Market Price Risk
Our cash, cash equivalents, and short-term investments primarily consist of cash on hand and investments in money market instruments, United States Treasury securities, commercial paper, corporate bonds, certificates of deposit, and term deposits. We do not enter into investments for trading or speculative purposes. However, some of our investments are exposed to market risk due to fluctuations in interest rates which may affect our interest income and the fair market value of our investments. Due to the short-term nature of our investment portfolio, we do not believe a hypothetical 100 basis point increase or decrease in interest rates would have a material effect on the fair market value of our portfolio. See Note 6 "Fair Value Measurements" to our consolidated financial statements included in this Form 10-K for more information on cash, cash equivalents, and short-term investments.
While we are exposed to interest rate risk in connection with borrowings under the ABL Facility, which bears interest at floating rates, as of December 31, 2025 there were no outstanding cash borrowings under the ABL Facility. Additionally, while there is no exposure to interest expense associated with our outstanding debt given that it bears fixed rates of interest, the fair value of our outstanding debt would be impacted as interest rates change, generally increasing as interest rates fall and decreasing as interest rates rise.
The fair value of our Green Convertible Notes is also subject to market price risk due to their conversion features and can be affected when the market price of our Class A common stock fluctuates. Their fair value will generally increase as our Class A common stock price increases and will generally decrease as our Class A common stock price decreases. As we carry the Green Convertible Notes at face value less unamortized discount on our consolidated balance sheets, any fair value fluctuations are presented for required disclosure purposes only but do not impact our financial position, cash flows, or results of operations. See Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information our outstanding debt.
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Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Page
Rep ort of KPMG LLP - Independent Registered Public Accounting Firm (PCAOB ID: 185 )
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Consolidated Financial Statements
Consolidated Balance Sheets
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Consolidated Statements of Operations
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Consolidated Statements of Comprehensive Loss
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Consolidated Statements of Changes in Stockholders’ Equity
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Consolidated Statements of Cash Flows
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Notes to Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Rivian Automotive, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Rivian Automotive, Inc. and subsidiaries (the Company) as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 12, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of the warranty reserve
As discussed in Note 5 to the consolidated financial statements, the Company’s product warranty reserve as of December 31, 2025 was $463 million. The Company provides a manufacturer’s warranty on new consumer vehicles and a warranty reserve is recorded at the time of sale. The warranty reserve is an actuarial estimate of the projected costs to repair, replace, or adjust defective component parts under the applicable warranty period. These estimates are based on an analysis of actual claims incurred to date and expectations of the nature, frequency, and costs of future claims by vehicle cohort, which may leverage benchmark data.
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We identified the evaluation of the warranty reserve as a critical audit matter. Evaluating the Company’s expected frequency of future claims used to determine the warranty reserve required especially subjective auditor judgment and the use of actuarial professionals with specialized skills and knowledge due to the Company’s limited history of vehicle sales.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the warranty reserve. We performed sensitivity analyses over the Company’s expected frequency of future claims assumption to assess the impact of changes in that assumption on the Company’s determination of the warranty reserve. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s warranty reserve process, including controls related to the Company’s determination of the expected frequency of future claims assumption. We compared the data used by the Company in developing its actuarial estimate of expected frequency of future claims to relevant claims and sales documentation. We assessed the Company’s estimated warranty cost per vehicle by comparing it to other automotive companies with more historical claim experience using publicly available information. We involved actuarial professionals with specialized skills and knowledge, who assisted in:
• evaluating the Company’s estimated future claims by comparing it to an actuarial estimate that was developed utilizing the Company’s actual claims incurred to date
• assessing the Company’s expected frequency of future claims by independently developing an estimate of future claims development patterns using the Company’s actual claims incurred to date.
/s/ KPMG LLP
We have served as the Company’s auditor since 2021.
Detroit, Michigan
February 12, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Rivian Automotive, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Rivian Automotive, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 12, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Detroit, Michigan
February 12, 2026
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CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
December 31, 2024 December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents (Note 6)
$ 5,294 $ 3,579
Short-term investments ( Note 6 )
2,406 2,503
Accounts receivable, net (Note 2)
443 555
Inventory (Note 7)
2,248 1,594
Other current assets 192 361
Total current assets 10,583 8,592
Property, plant, and equipment, net ( Note 8 )
3,965 5,119
Operating lease assets, net ( Note 9 )
416 571
Other non-current assets 446 582
Total assets $ 15,410 $ 14,864
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 499 $ 595
Accrued liabilities ( Note 11 )
835 1,438
Current portion of deferred revenues, lease liabilities, and other liabilities ( Note 11 )
917 1,660
Total current liabilities 2,251 3,693
Long-term debt ( Note 10 )
4,441 4,440
Non-current lease liabilities ( Note 9 )
379 551
Other non-current liabilities ( Note 11 )
1,777 1,586
Total liabilities 8,848 10,270
Commitments and contingencies ( Note 16 )
Stockholders' equity:
Preferred stock, $ 0.001 par value; 10 shares authorized and 0 shares issued and outstanding as of December 31, 2024 and 2025
— —
Common stock, $ 0.001 par value; 3,508 and 5,258 shares authorized and 1,131 and 1,240 shares issued and outstanding as of December 31, 2024 and 2025, respectively (Note 15)
1 1
Additional paid-in capital 29,866 31,508
Accumulated deficit ( 23,305 ) ( 26,951 )
Accumulated other comprehensive (loss) income ( 4 ) 8
Noncontrolling interest 4 28
Total stockholders' equity 6,562 4,594
Total liabilities and stockholders' equity $ 15,410 $ 14,864
See accompanying notes to these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
Years Ended December 31,
2023 2024 2025
Automotive $ 4,132 $ 4,486 $ 3,830
Software and services 302 484 1,557
Total revenues (Note 4)
4,434 4,970 5,387
Automotive 6,150 5,693 4,262
Software and services 314 477 981
Total cost of revenues (Note 4)
6,464 6,170 5,243
Gross (loss) profit ( 2,030 ) ( 1,200 ) 144
Operating expenses
Research and development (Note 2)
1,995 1,613 1,668
Selling, general, and administrative (Note 2)
1,714 1,876 2,061
Total operating expenses 3,709 3,489 3,729
Loss from operations ( 5,739 ) ( 4,689 ) ( 3,585 )
Interest income 522 385 293
Interest expense (Note 10)
( 220 ) ( 318 ) ( 274 )
Loss on convertible notes, net (Note 10)
— ( 112 ) —
Other income (expense), net 6 ( 7 ) ( 54 )
Loss before income taxes ( 5,431 ) ( 4,741 ) ( 3,620 )
Provision for income taxes ( 1 ) ( 5 ) ( 6 )
Net loss ( 5,432 ) ( 4,746 ) ( 3,626 )
Less: Net income attributable to noncontrolling interest — 1 20
Net loss attributable to common stockholders $ ( 5,432 ) $ ( 4,747 ) $ ( 3,646 )
Net loss attributable to common stockholders, basic and diluted $ ( 5,432 ) $ ( 4,747 ) $ ( 3,646 )
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted (Note 17)
$ ( 5.74 ) $ ( 4.69 ) $ ( 3.07 )
Weighted-average common shares outstanding, basic and diluted 947 1,013 1,186
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in millions)
Years Ended December 31,
2023 2024 2025
Net loss $ ( 5,432 ) $ ( 4,746 ) $ ( 3,626 )
Other comprehensive income (loss) 5 ( 7 ) 14
Comprehensive loss ( 5,427 ) ( 4,753 ) $ ( 3,612 )
Less: Comprehensive income attributable to noncontrolling interest — 1 22
Comprehensive loss attributable to common stockholders $ ( 5,427 ) $ ( 4,754 ) $ ( 3,634 )
See accompanying notes to these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions)
Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Noncontrolling Interest Total
Shares Amount
BALANCE—December 31, 2022 926 $ 1 $ 26,926 $ ( 13,126 ) $ ( 2 ) $ — $ 13,799
Capital stock issuance including employee stock purchase plan 42 — 63 — — — 63
Purchase of capped call options — — ( 108 ) — — — ( 108 )
Stock-based compensation — — 814 — — — 814
Other comprehensive income — — — — 5 — 5
Net loss — — — ( 5,432 ) — — ( 5,432 )
BALANCE—December 31, 2023 968 1 27,695 ( 18,558 ) 3 — 9,141
Capital stock issuance including employee stock purchase plan 68 — 61 — — — 61
Funding of 50 % interest in Rivian and Volkswagen Group Technologies, LLC
— — 89 — — 3 92
Conversion of convertible notes 95 — 1,133 — — — 1,133
Stock-based compensation — — 888 — — — 888
Other comprehensive loss — — — — ( 7 ) — ( 7 )
Net (loss) income — — — ( 4,747 ) — 1 ( 4,746 )
BALANCE—December 31, 2024 1,131 1 29,866 ( 23,305 ) ( 4 ) 4 6,562
Capital stock issued to Volkswagen Group
52 — 745 — — — 745
Funding of 46.5 % interest in Mind Robotics, Inc.
— — 110 — — 2 112
Capital stock issuance including employee stock purchase plan 57 — 61 — — — 61
Stock-based compensation — — 726 — — — 726
Other comprehensive income — — — — 12 2 14
Net (loss) income — — — ( 3,646 ) — 20 ( 3,626 )
BALANCE—December 31, 2025 1,240 $ 1 $ 31,508 $ ( 26,951 ) $ 8 $ 28 $ 4,594
See accompanying notes to these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended December 31,
2023 2024 2025
Cash flows from operating activities:
Net loss $ ( 5,432 ) $ ( 4,746 ) $ ( 3,626 )
Depreciation and amortization 937 1,031 784
Stock-based compensation expense 821 692 741
Gain on equity method investment — — ( 101 )
Loss on convertible notes, net — 112 —
Other non-cash activities 222 28 ( 17 )
Changes in operating assets and liabilities:
Accounts receivable, net ( 59 ) ( 282 ) ( 112 )
Inventory ( 1,604 ) 307 522
Other assets ( 146 ) ( 221 ) 9
Accounts payable and accrued liabilities 105 ( 572 ) 571
Deferred revenues 149 1,619 503
Other liabilities 141 316 ( 53 )
Net cash used in operating activities ( 4,866 ) ( 1,716 ) ( 779 )
Cash flows from investing activities:
Purchases of equity securities and short-term investments ( 2,410 ) ( 4,392 ) ( 3,206 )
Sales of equity securities and short-term investments — — 108
Maturities of short-term investments 925 3,553 2,980
Capital expenditures ( 1,026 ) ( 1,141 ) ( 1,710 )
Net cash used in investing activities ( 2,511 ) ( 1,980 ) ( 1,828 )
Cash flows from financing activities:
Proceeds from stock-based compensation programs 60 62 61
Proceeds from issuance of capital stock — — 750
Proceeds from issuance of long-term debt — — 1,250
Repayments of long-term debt — — ( 1,250 )
Proceeds from issuance of convertible notes 3,195 1,000 —
Proceeds from funding of 50 % interest in Rivian and Volkswagen Group Technologies, LLC
— 79 —
Proceeds from funding of 46.5 % interest in Mind Robotics, Inc.
— — 112
Purchase of capped call options ( 108 ) — —
Other financing activities ( 17 ) ( 5 ) ( 37 )
Net cash provided by financing activities 3,130 1,136 886
Effect of exchange rate changes on cash and cash equivalents 5 ( 3 ) 6
Net change in cash ( 4,242 ) ( 2,563 ) ( 1,715 )
Cash, cash equivalents, and restricted cash—Beginning of period 12,099 7,857 5,294
Cash, cash equivalents, and restricted cash—End of period $ 7,857 $ 5,294 $ 3,579
Supplemental disclosure of cash flow information:
Cash paid for interest $ 169 $ 279 $ 222
Supplemental disclosure of non-cash investing and financing activities:
Capital expenditures included in liabilities $ 374 $ 423 $ 493
Capital stock issued to settle bonuses $ 137 $ 179 $ 47
Conversion of convertible notes $ — $ 1,133 $ —
*The prior periods have been recast to conform to current period presentation.
See accompanying notes to these consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. PRESENTATION AND NATURE OF OPERATIONS
Description and Organization
Rivian Automotive, Inc. (together with its consolidated subsidiaries, “Rivian” or the “Company”) was incorporated as a Delaware corporation on March 26, 2015. Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services. Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers. The Company analyzes the results of the business through two reportable segments, Automotive and Software and Services.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial information. The accompanying consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in stockholders’ equity for the periods presented. Certain amounts in the prior period consolidated financial statements have been conformed to current period presentation.
Basis of Consolidation
The Company consolidates entities in which it has a controlling financial interest, including Rivian and Volkswagen Group Technologies, LLC and Mind Robotics, Inc. and Mind Robotics, LLC (see Note 19 "Variable Interest Entities” for more information). Intercompany balances and transactions have been eliminated in consolidation.
Rivian and Volkswagen Group Technologies, LLC
In November 2024, the Company established a joint venture with Volkswagen International America Inc. and Volkswagen AG and its affiliates (“Volkswagen Group”). Rivian and Volkswagen Group Technologies, LLC (the “Joint Venture”) was established as an electrical architecture technology company with a focus on software, electronic control units and related network architecture design and development. The initial focus of the Joint Venture is to bring next-generation electrical architecture and best-in-class software technology to both companies’ future electric vehicles.
The Company and Volkswagen Group each contributed working capital, certain assets, and personnel to the Joint Venture in exchange for 50 % each of the equity interests in the Joint Venture, with the net cash and non-cash contribution from Volkswagen Group totaling $ 92 million. The Joint Venture is a consolidated variable interest entity. See Note 19 "Variable Interest Entities” for more information.
As part of the formation of the Joint Venture, the Company received $ 1,295 million for intellectual property licensed to Volkswagen Group, enabling them to benefit from the Company’s existing technologies in conjunction with further development by the Joint Venture (see Note 4 "Revenues" for more information). In addition, the Company and Volkswagen Group entered into an investment agreement (“Investment Agreement”) for three additional equity investments in the Company, pursuant to the achievement of the following milestones:
• As of March 31, 2025 the Financial Milestone was achieved, and on June 30, 2025 the Company received $ 1,000 million in exchange for $ 750 million of the Company’s class A common stock, equal to approximately 52 million shares at a price of $ 14.56 per share, with deferred revenues recorded within “Current portion of deferred revenues, lease liabilities, and other liabilities” and “Other non-current liabilities” on the Consolidated Balance Sheets for the $ 250 million premium received. As a result of the transaction, Volkswagen Group became a related party of the Company on June 30, 2025. See Note 4 "Revenues" for more information on deferred revenues and Note 14 "Related Party Transactions" .
• Upon achievement of the Testing Milestones defined in the Investment Agreement, the Company will receive $ 1,000 million in exchange for $ 1,000 million of the Company’s class A common stock, calculated based on the Company’s 30 -trading day volume-weighted average price prior to share issuance (although the aggregate share issuance may be effected through convertible note mechanisms or in stages).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
• Upon the earlier of January 3, 2028 and the achievement of the Start of Production Milestone defined in the Investment Agreement, the Company will receive $ 460 million in exchange for $ 250 million of the Company’s class A common stock, calculated based on the Company’s 30 -trading day volume-weighted average price prior to share issuance. See Note 4 "Revenues" for more information.
The Company, together with Rivian JV SPV, LLC (“Joint Venture Equityholder”), and Volkswagen Group also entered into loan agreements (“Loan Agreements”) providing for a committed $ 1,000 million term loan facility, available to the Joint Venture. When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by the Company. Finally, in June 2024, the Company received $ 1,000 million in proceeds from the unsecured convertible promissory note due June 2026 (“2026 Convertible Note”), which converted into shares of the Company’s Class A common stock in December 2024. See Note 10 “Debt” for more information.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For each accounting topic that is addressed in a separate footnote, the description of the accounting policy can be found in the related footnote. Other significant accounting policies are described below.
Use of Estimates
Accounting estimates are an integral part of the consolidated financial statements. These estimates require the use of judgments and assumptions that may affect the reported amounts of assets, liabilities, revenues, and expenses in the periods presented. Estimates are used for, but not limited to, warranty reserves, inventory valuation, property, plant, and equipment, leases, income taxes, stock-based compensation, commitments and contingencies, residual value risk sharing (“RVRS”) liability, and other revenue transactions, including progress toward the completion of the Joint Venture’s combined performance obligation. The Company believes that the accounting estimates and related assumptions employed in the consolidated financial statements are appropriate and the resulting balances are reasonable under the circumstances. However, due to the inherent uncertainties involved in making estimates, actual results could differ from the original estimates, requiring adjustments to estimated amounts in future periods.
Accounts Receivable, Net
Accounts receivable primarily consist of amounts due from customers for the sale of electric vehicles (“EVs”) and from the Volkswagen Group for services provided by the Joint Venture (see Note 4 “ Revenues ” for more information), and are reported at the invoiced amount less an allowance for any potential uncollectible amounts. The Company’s allowance for uncollectible amounts was not material as of December 31, 2024 and 2025.
Derivative Instruments
In the normal course of business, the Company is exposed to global market risks, including the effect of changes in certain commodity prices, interest rates, and foreign currency exchange rates, and may enter into derivative contracts, such as forwards, options, swaps, or other instruments, to manage these risks. Derivative instruments are recorded on the Consolidated Balance Sheets in either “Other current assets” or “Current portion of deferred revenues, lease liabilities, and other liabilities” and are measured at fair value. They are classified within Level 2 of the fair value hierarchy because they are valued using observable inputs other than quoted prices for identical assets or liabilities in active markets.
For commodity contracts, the Company records gains and losses resulting from changes in fair value in “Cost of revenues” in the Consolidated Statements of Operations and cash flows in “Cash flows from operating activities” in the Consolidated Statements of Cash Flows . The Company also may enter into master netting agreements with its counterparties to allow for netting of transactions with the same counterparty. The Company does not utilize derivative instruments for trading or speculative purposes.
The Company has entered into commodity contracts, and the resulting asset, liability, and aggregate notional amounts were not material as of December 31, 2024 and 2025. These derivatives are economic hedges used to manage overall price risk and have not been designated as hedging instruments. During the years ended December 31, 2024 and 2025, losses and gains resulting from changes in fair value were not material.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Concentration of Risk
Counterparty Credit Risk
Financial instruments that potentially subject the Company to concentration of counterparty credit risk consist of cash and cash equivalents, short-term investments, accounts receivable, customer deposits, derivative instruments, and debt. The Company is exposed to credit risk on cash to the extent that a balance with a financial institution exceeds the Federal Deposit Insurance Company insurance limits. The Company is exposed to credit risk on cash equivalents and short-term investments to the extent that counterparties are unable to settle maturities or sales of investments. The Company is exposed to credit risk on accounts receivable to the extent that counterparties are unable to pay for the sales transaction and on customer deposits to the extent that counterparties are unable to complete the corresponding purchase transaction. The Company is exposed to credit risk on derivative instruments to the extent that counterparties are unable to settle derivative asset positions and on debt to the extent that the senior secured asset-based revolving credit facility (“ABL Facility”) lenders are not able to extend credit. The degree of counterparty credit risk varies based on many factors, including the duration of the underlying transaction and the contractual terms of the underlying agreement.
As of December 31, 2024 and 2025, all of the Company’s cash, typically in amounts exceeding insured limits, was distributed across several large financial institutions that the Company believes are of high credit quality. Management evaluates and approves credit standards and oversees the credit risk management function related to cash equivalents, short-term investments, accounts receivable, and customer deposits. As of December 31, 2024 and 2025, the counterparties to the Company’s derivative instruments, the ABL Facility lenders (including JP Morgan Chase Bank, N.A. (“Chase Bank”)), and Chase Bank, from which accounts receivable are due to the Company (see Note 4 "Revenues" for more information) are financial institutions that the Company believes are of high credit quality.
Supply Risk
The Company is subject to risks related to its dependence on its suppliers, the majority of which are single-source providers of raw materials or components for the Company’s products. Any inability or unwillingness of the Company’s suppliers to deliver necessary raw materials or product components at timing, prices, quality, and volumes that are acceptable to the Company could have a material impact on the Company’s business, prospects, financial condition, results of operations, and cash flows. Fluctuations in the cost of raw materials or product components and supply interruptions or shortages could materially impact the Company’s business. The imposition of tariffs and other trade barriers may make it more costly to import raw materials and product components and could result in disruptions in supply and production.
Impairment of Long-Lived Assets
Property, plant, equipment, and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset group may not be fully recoverable. Events that trigger a test for recoverability include material adverse changes in projected revenues and expenses, present cash flow losses combined with a history of cash flow losses or a forecast that demonstrates significant continuing losses, significant negative industry or economic trends, a current expectation that a long-lived asset group will be disposed of significantly before the end of its useful life, a significant adverse change in the manner in which an asset group is used or in its physical condition, or when there is a change in the asset grouping. When an indicator of impairment is present, the Company assesses the risk of impairment based on an estimate of the undiscounted cash flows at the lowest level for which identifiable cash flows exist against the carrying value of the asset group. Impairment exists when the carrying value of the asset group exceeds the estimated future undiscounted cash flows generated by those assets. The Company records an impairment charge for the difference between the carrying value of the asset group and its estimated fair market value. Depending on the asset, estimated fair market value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition.
Employee Benefit Plan
The Company provides a defined contribution plan for substantially all employees in the United States in which the Company provides discretionary matching contributions. The Company’s matching contributions to the defined contribution plan for the years ended December 31, 2023, 2024 and 2025 were not material.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Research and Development Costs
Research and development (“R&D”) costs consist primarily of personnel expenses for teams in engineering and research including cash incentives and stock-based compensation, prototyping expenses, consulting and contractor expenses, software expenses, data services, including hosting, storage, and compute, and allocation of indirect expenses. R&D costs also include the cost of vehicle electrical architecture and software development services funded by the Company (see Note 1 "Presentation and Nature of Operations" , Note 4 "Revenues" , and Note 19 "Variable Interest Entities" for more information). Most R&D costs are recognized as expenses as incurred.
Selling, General, and Administrative
Selling, general, and administrative (“SG&A”) expenses consist primarily of personnel expenses for employees in the Company’s sales, service, facilities, corporate, executive, finance, and other administrative functions, as well as outside professional services, including legal, accounting, and audit services. Personnel expenses include selling commissions and stock-based compensation. SG&A expenses also include allocated facilities expenses such as utilities, rent, and depreciation, and other general corporate expenses such as travel, recruiting, and marketing expenses, as well as taxes and insurance. Advertising costs are recorded in “Selling, general, and administrative” in the Consolidated Statement of Operations as they are incurred. The advertising costs recognized during the years ended December 31, 2023, 2024 and 2025 were not material.
Equity Method Investments
The Company applies the equity method of accounting to investments in entities over which the Company has significant influence.
Also, Inc.
During the three months ended March 31, 2025 the Company entered into an agreement to receive Series B-1 preferred shares of Also, Inc. (“Also”) with a fair value of approximately $ 104 million in exchange for the contribution of certain employees, intellectual property, and fixed assets that had been previously dedicated to micromobility product development at the Company. The net book value of assets contributed was approximately $ 3 million, resulting in a gain of approximately $ 101 million recorded to “Other income (expense), net” in the Consolidated Statements of Operations .
The Series B-1 preferred shares are convertible into an equal number of common shares at the Company’s option, or automatically in certain cases such as in an initial public offering. The Company’s ownership percentage of the outstanding shares of Also as of March 31, 2025 was 49.8 %, with funds managed by Eclipse Ventures (collectively, “Eclipse Ventures”) owning the remaining share, received in exchange for $ 105 million.
The Also board of directors is comprised of four seats. Eclipse Ventures and the Company have each appointed one director, and the Company will retain its right to appoint such director until its ownership share decreases below a defined threshold. Separately, the Company’s Chief Executive Officer (“CEO”), RJ Scaringe, has been appointed to Also’s board of directors, with the common shareholders of Also retaining the right to remove or appoint such director. As a result of its dedicated director and significant Series B-1 ownership interest, which is determined to be in-substance common stock, the Company has significant influence over and is a related party of Also, with a corresponding equity method investment recorded in “Other non-current assets” on the Consolidated Balance Sheets . The Company’s share of Also’s results of operations is recorded in “Other income (expense), net” in the Consolidated Statements of Operations on a one-quarter lag. The Company’s share of Also’s results of operations was not material for the year ended December 31, 2025.
In July 2025, Also issued Series C preferred shares to a third party, which reduced the Company’s ownership percentage from 49.8 % down to 40.6 %. In December 2025 and January 2026, Also issued additional Series C preferred shares to third parties, which further reduced the Company’s ownership percentage to 39.2 %. The aggregate gain associated with the adjustments to the carrying value of the Company‘s equity method investment resulting from all of the Series C preferred share issuances is not material.
The Company‘s related party transactions with Also during the year ended December 31, 2025 were not material.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Joint Venture Deferred Compensation Program
In addition to the Company's 2015 Long-Term Incentive Plan ("2015 Stock Plan") and 2021 Incentive Award Plan (“2021 Stock Plan” and, together, “Stock Plans”), which permit the grant of restricted stock units, stock options, and other stock-based awards to Joint Venture employees, non-employees including directors, and consultants (see Note 13 "Stock-Based Compensation" for more information), the Joint Venture provides a deferred compensation program that allows for shares of Volkswagen Group equity and phantom shares, in some cases, to be awarded to its employees, non-employees including directors, and consultants, generally vesting in quarterly installments over 2 years. Unvested shares generally are forfeited upon the termination of a grantee’s service. Forfeitures are recorded as an adjustment to compensation expense in the same period as the forfeitures occur. Compensation expense for the awards is recognized on a straight-line basis over the requisite service period.
In advance of the grant date, shares of Volkswagen Group equity are purchased over the counter by a trust controlled by the Joint Venture and held until vested. Dividends paid are reinvested and are subject to the same vesting requirements as the underlying shares. Upon vesting, ownership of the shares and reinvested dividends is transferred to the grantee. Shares underlying phantom awards are sold upon vesting, and the proceeds are transferred to the grantee. The shares held in trust are accounted for as an investment in equity securities and carried at fair value within “Other current assets” and “Other non-current assets” on the Consolidated Balance Sheets , with unrealized holding gains and losses recorded in “Other income (expense), net” in the Consolidated Statements of Operations . The accrued liability for deferred compensation also is carried at fair value within “Accrued liabilities” on the Consolidated Balance Sheets , with changes in fair value recorded to compensation expense in the Consolidated Statements of Operations . Purchases of shares of Volkswagen Group equity are recorded in “Purchases of equity securities and short-term investments” in the investing section of the Consolidated Statements of Cash Flows .
In April 2025, the trust was formed on behalf of the Joint Venture for the purpose of purchasing and holding shares of Volkswagen Group equity. In May 2025, the trust made the first purchase of shares of Volkswagen Group equity, and the first awards under the deferred compensation program were made. The investment in equity securities and accrued liability for deferred compensation are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices for identical assets or liabilities in active markets and were not material as of December 31, 2025. For the year ended December 31, 2025, unrealized holding gains and losses on the investment in equity securities and deferred compensation expense were not material.
3. NEW ACCOUNTING STANDARDS
Recently Adopted And Upcoming Accounting Standards Not Yet Adopted
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances the transparency and usefulness of income tax disclosures. The updates are effective for annual periods beginning after December 15, 2024 on a prospective or retrospective basis, though early adoption is permitted. The presentational impacts of this ASU have been adopted retrospectively for the year ended December 31, 2025 (see Note 12 “Income Taxes” for more information).
ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”) improves the disclosures of expenses and requires more detailed information about the types of expenses included in commonly presented expense captions. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with retrospective application permitted. The Company is currently evaluating the presentational impact of this ASU and expects to adopt its provisions in the Annual Report on Form 10-K for the year ending December 31, 2027.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. REVENUES
The following table disaggregates revenue by major source (in millions):
Years Ended December 31,
2023 2024 2025
New electric vehicles $ 4,059 $ 4,161 $ 3,639
Regulatory credits 73 333 197
Software and services 302 476 1,551
Total revenues $ 4,434 $ 4,970 $ 5,387
New Electric Vehicles
New EV revenues are primarily derived from the sale of consumer and commercial EVs, as well as related promises that meet the definition of a performance obligation. Revenue from the sale of EVs is recognized at the point in time when control transfers to the customer, which generally occurs upon delivery. The promise to provide over-the-air (“OTA”) vehicle software updates has historically represented a stand ready obligation to provide these services, with revenue related to OTA software updates being recognized ratably throughout the performance period, beginning with control of the vehicle being transferred to the customer and continuing through the estimated useful life of the EV. As a result of enhanced maturity of the vehicle software, during the year ended December 31, 2025, the promise to provide OTA vehicle software updates was determined to be immaterial in the context of the EV sale contract and accordingly, the transaction price is no longer allocated to the promise to provide OTA vehicle software updates.
Revenue from the sale of Electric Delivery Vans (“EDVs”) is recognized in accordance with a bill and hold arrangement, under which revenue is recognized when risk of ownership has been transferred to the customer, but pick-up is delayed at the request of the customer. In such cases, the Company does not have the ability to sell the EDVs to another customer, and they are separately identified as belonging to and ready for pick-up by the customer.
Payment for EV sales is typically received at or prior to delivery or according to payment terms customary to the business. Sales tax is excluded from the measurement of the transaction price.
During the years ended December 31, 2024 and 2025, approximately 37 % and 36 %, respectively, of the Company’s revenues were from new EV sales to Chase Bank, with Chase Bank entering into leasing arrangements for purchased vehicles. The Company has an obligation to share a portion of the difference between the residual value realized by Chase Bank at the end of the lease term and the residual value determined at lease inception. This obligation is recorded upon delivery of vehicles to Chase Bank as an RVRS liability in “Other non-current liabilities” on the Consolidated Balance Sheets . The RVRS liability is recorded as a reduction to the transaction price and is estimated at the amount the Company is expected to pay to Chase Bank at the end of the lease term. The estimate is based on third-party residual value publications and estimated future prices. While the Company re-evaluates the adequacy of the RVRS liability on a regular basis and makes revisions when necessary, the estimate is inherently uncertain, especially given the limited history of Rivian leases, and more historical experience or updates to benchmarks and projections may cause changes to the RVRS liability in the future. As of December 31, 2024 and 2025 the RVRS liability was not material.
The standalone selling prices of performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services, and other available information. The transaction price is allocated among the performance obligations in proportion to the standalone selling prices.
Regulatory Credits
The Company generates tradable credits from various regulatory standards, including standards related to zero-emission vehicles (“ZEVs”), greenhouse gas, fuel economy, and clean fuel in the United States and Canada. The Company sells regulatory credits to third parties, and revenue is recognized at the point in time that control of the regulatory credits is transferred to the purchasing party. Payment is typically received within one quarter or less of transfer of control of the credits to the customer. As a result of changes to many of the programs governing such tradable credits, the Company‘s ability to continue earning and selling the corresponding credits is uncertain at this time.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Software and Services
Software and services revenues consist primarily of services provided by the Joint Venture to further develop, customize, and enhance Rivian’s vehicle electrical architecture technology and software for use in the customer’s future vehicle programs, sales of vehicle trade-ins (“remarketing”) and vehicle repair and maintenance services.
Remarketing revenue is recognized at a point in time when vehicle title and risk of loss transfer to the customer. Revenues for vehicle repair and maintenance services are recognized over time as services are provided.
The combined performance obligation for the services provided by the Joint Venture is satisfied over time, until the vehicle electrical architecture technology and software promised to the customer is completed. In addition to ongoing payments to fund the Joint Venture’s development services, revenue recognized for the combined performance obligation includes the following consideration transferred by the customer:
• $ 1,295 million received for a license of intellectual property related to Rivian’s existing vehicle electrical architecture and software technology
• Variable consideration in the form of $ 250 million received in June 2025 for the achievement of the Financial Milestone (see Note 1 "Presentation and Nature of Operations" )
• The $ 210 million to be received no later than January 3, 2028 as part of the Start of Production Milestone payment (see Note 1 "Presentation and Nature of Operations" ), and
• The $ 201 million in noncash consideration paid by Volkswagen Group in the form of a loan commitment (see Note 10 "Debt" ).
The majority of the transaction price is included in the Company’s contract liabilities (i.e., deferred revenues) as of December 31, 2025, and the Company expects to recognize the corresponding revenue over approximately 2.5 years, with the amount of revenue to be recognized each period expected to be relatively consistent over time given the Joint Venture’s steady progress toward satisfaction of the combined performance obligation to develop, customize, and enhance Rivian’s existing vehicle electrical architecture technology and software for use in the customer’s future vehicle programs. It is reasonably possible that the Company’s expectations could change over time according to changes in the pattern of progress, and accordingly the pattern of revenue recognized could be adjusted over time and ultimately differ from current expectations. The Company recognized $ 73 million and $ 836 million for the years ended December 31, 2024 and 2025, respectively, of revenue for the combined performance obligation with Volkswagen Group, a related party of the Company. As of December 31, 2024 and 2025, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Consolidated Balance Sheets were not material and $ 328 million, respectively.
Payment for vehicle electrical architecture and software development services is generally due in advance. Payment for remarketing and vehicle repair and maintenance services is typically received when control transfers to the customer or due in accordance with payment terms customary to the business.
Deferred Revenues
The Company recognizes deferred revenues when payments are received or due before the related performance obligation is satisfied. The Company’s deferred revenues are primarily the result of consideration received in advance for the Joint Venture’s combined performance obligation, including ongoing payments to fund the Joint Venture’s development services, which are generally recognized as revenues within 12 months of receipt, as well as payments for EVs collected prior to delivery, generally satisfied as vehicles are delivered, extended vehicle repair and maintenance contracts, satisfied over the coverage period, and OTA vehicle software updates, generally satisfied over the estimated useful life of the EV. The Company’s deferred revenues exclude fully-refundable customer deposits. The following table summarizes the Company’s deferred revenues recorded by line item on the Consolidated Balance Sheets (in millions):
December 31, 2024 December 31, 2025
Current portion of deferred revenues, lease liabilities, and other liabilities $ 552 $ 1,277
Other non-current liabilities 1,288 1,066
Total deferred revenues $ 1,840 $ 2,343
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2024 and December 31, 2025, $ 1,526 million and $ 1,794 million, respectively, of the Company’s deferred revenues consisted of consideration received from Volkswagen Group in connection with the Joint Venture, including consideration received for a license of intellectual property related to Rivian’s existing vehicle electrical architecture and software technology, noncash consideration, and advance payments for vehicle electrical architecture and software development services. Refer to Note 14 “Related Party Transactions” for deferred revenues associated with Amazon.com, Inc. and its affiliates (“Amazon”). Deferred revenues recognized from contract liability balances as of December 31, 2023 and 2024 were $ 85 million and $ 551 million for the years ended December 31, 2024 and 2025, respectively.
Cost of Revenues
Cost of revenues primarily relates to new vehicles and includes direct materials and personnel expenses, including salaries, wages, bonuses, stock-based compensation, benefits, and employment taxes; manufacturing overhead (e.g., depreciation of machinery and tooling); shipping and logistics costs; and reserves, including for estimated warranty costs and adjustments to write down the carrying value of inventory when it exceeds its estimated net realizable value (“NRV”), as well as cost reductions resulting from the generation of refundable manufacturing-related tax credits accounted for as government grants. Cost of revenues for software and services also includes the cost of vehicle electrical architecture and software development services funded by Volkswagen Group (see Note 1 "Presentation and Nature of Operations" and Note 19 "Variable Interest Entities" for more information).
5. WARRANTY AND FIELD SERVICE ACTIONS
The Company provides a manufacturer’s warranty on new consumer vehicles. A warranty reserve is recorded at the time of sale and once a specific field service action has been identified. The amount reserved is comprised of an actuarial estimate of the projected costs to repair, replace, or adjust defective component parts under the applicable warranty period and the estimated cost of identified field service actions. These estimates are based on an analysis of actual claims incurred to date and future expectations about the nature, frequency, and cost of future claims by vehicle cohort, which may leverage benchmark data. The Company re-evaluates the adequacy of the warranty reserve on a regular basis and makes revisions when appropriate. Warranty estimates are inherently uncertain, especially given the Company’s limited history of sales, and more historical experience or updates to projections and benchmarks may cause material changes to the warranty reserve in the future.
The following table summarizes the Company’s warranty reserve recorded by line item on the Consolidated Balance Sheets (in millions):
December 31, 2024 December 31, 2025
Current portion of deferred revenues, lease liabilities, and other liabilities $ 146 $ 177
Other non-current liabilities 327 286
Total warranty reserve $ 473 $ 463
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Warranty expense is recorded as a component of automotive cost of revenues in the Company’s Consolidated Statements of Operations . The following table presents the warranty and field service action activity within the reserve for the years ended December 31, 2024 and 2025 (in millions):
Year Ended December 31,
2023 2024 2025
Beginning balance $ 100 $ 275 $ 473
Warranties issued in period 233 261 184
Adjustments to pre-existing warranties ( 22 ) 5 ( 84 )
Warranty costs incurred ( 36 ) ( 68 ) ( 110 )
Ending balance $ 275 $ 473 $ 463
Included within “Adjustments to pre-existing warranties” above is a $ 45 million reduction to the warranty reserve for the year ended December 31, 2025 resulting from the evaluation of an additional 12 months of claims data, indicating a lower expected claims cost for vehicles previously sold, in addition to other adjustments that are not material.
6. FAIR VALUE MEASUREMENTS
Cash and cash equivalents include cash in banks, highly liquid investments, and term deposits with maturities of three months or less recorded in “Cash and cash equivalents” on the Consolidated Balance Sheets . Short-term investments are available-for-sale debt securities and term deposits with maturities over three months recorded in “Short-term investments” on the Consolidated Balance Sheets . As the Company views these securities as available to support current operations, highly liquid securities with maturities beyond 12 months are classified as current assets. The Company’s available-for-sale debt securities are measured at fair value with unrealized gains and losses recorded in “Other comprehensive income (loss)” in the Consolidated Statements of Comprehensive Loss and reclassified to net loss upon maturity or sale of the security. Term deposits are recorded at cost, which approximates fair value due to their short time to maturity. Interest receivable on cash equivalents and short-term investments is recorded in “Other current assets” on the Consolidated Balance Sheets and was not material of December 31, 2024 and 2025.
A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value hierarchy:
• Level 1 – Quoted prices for identical instruments in active markets
• Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose significant inputs are observable
• Level 3 – Instruments with model-derived valuations whose significant inputs are unobservable
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the fair value of the Company’s cash and cash equivalents and short-term investments and their corresponding level within the fair value hierarchy:
December 31, 2024 December 31, 2025
Level Amount
(in millions) Level Amount
(in millions)
Cash and cash equivalents:
Cash $ 1,157 $ 1,370
Commercial paper 2 184 2 42
Money market funds 1 3,868 1 2,142
Term deposits 2 — 2 25
United States Treasury securities 1 60 1 —
Other items 1
2 25 2 —
Total cash and cash equivalents $ 5,294 $ 3,579
Short-term investments:
Certificates of deposit 2 $ 141 2 $ 223
Commercial paper 2 378 2 437
Corporate bonds 2 374 2 464
Term deposits 2 475 2 600
United States Treasury securities 1 993 1 735
Other items 2
2 45 2 44
Total short-term investments 3
$ 2,406 $ 2,503
Total cash and cash equivalents and short-term investments $ 7,700 $ 6,082
1 Includes certificates of deposit, corporate bonds, and Yankee bonds.
2 Includes Yankee bonds and agency discount notes.
3 As of December 31, 2024 and 2025, $ 289 million and $ 257 million is due between 12 and 24 months, respectively.
As of December 31, 2024 and 2025, the fair value of cash equivalents and short-term investments approximated their cost. Fair value measurements classified within Level 2 of the fair value hierarchy are determined using observable inputs other than quoted prices for identical assets in active markets.
Refer to Note 2 “Summary of Significant Accounting Policies” and Note 10 "Debt" for more information about the fair value of the Company’s derivative instruments and debt, respectively.
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. INVENTORY AND INVENTORY VALUATION
Inventory is stated at the lower of cost or net realizable value (“LCNRV”) and consists of raw materials, work in progress, finished goods, and service parts. The Company primarily calculates the carrying value of inventory using standard cost, which approximates actual cost on the first-in, first-out (“FIFO”) basis. NRV is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion. The Company assesses the valuation of inventory and periodically adjusts its carrying value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods. The following table summarizes the components of “Inventory” on the Consolidated Balance Sheets (in millions):
December 31, 2024 December 31, 2025
Raw materials and work in progress $ 1,351 $ 797
Finished goods 897 797
Total inventory $ 2,248 $ 1,594
8. PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment are recorded at cost, net of accumulated depreciation and impairments. Costs of routine maintenance and repair are recognized as expenses when incurred.
The Company capitalizes certain qualified costs incurred in connection with the development of software used internally. Costs incurred during the application development stage are evaluated to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post implementation activities that are not incremental upgrades, including maintenance, are recognized as expenses as incurred.
Property, plant, and equipment are primarily depreciated using the straight-line method over the estimated useful life of the asset. Land is not depreciated.
The following table summarizes the components of “Property, plant, and equipment, net” on the Consolidated Balance Sheets (in millions):
Estimated Useful Lives December 31, 2024 December 31, 2025
Computer equipment, hardware, and software 3 to 5 years
$ 610 $ 699
Land, buildings, and building improvements 10 to 40 years
1,085 1,261
Leasehold improvements Shorter of 10 years or lease term
502 634
Machinery, equipment, vehicles, and office furniture 2 to 10 years
3,925 4,152
Construction in progress 621 1,712
Total property, plant, and equipment 6,743 8,458
Accumulated depreciation and amortization ( 2,778 ) ( 3,339 )
Total property, plant, and equipment, net $ 3,965 $ 5,119
Depreciation and amortization expense for property, plant, and equipment was $ 917 million, $ 1,000 million, and $ 740 million for the years ended December 31, 2023, 2024 and 2025, respectively.
9. LEASES
The Company leases real estate, machinery, equipment, and vehicles under agreements with contractual periods ranging from approximately 1 month to 24 years. Leases generally contain extension or renewal options, and some leases contain termination options. After considering all relevant economic and financial factors, the Company includes periods covered by renewal or extension options that are reasonably certain to be exercised in the lease term and excludes periods covered by termination options that are reasonably certain to be exercised from the lease term. The Company determines whether a contractual arrangement is or contains a lease at inception.
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has lease agreements with lease and non-lease components and has elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, with the exception of leases of real estate which is comprised of land and buildings. For leases of land and buildings, the Company accounts for each component separately based on the relative estimated standalone price of each component. At lease commencement, the Company measures the lease liability at the present value of lease payments not yet paid. All variable payments that are not based on a market rate or an index (e.g., the Consumer Price Index) are excluded from the measurement of the lease liability and instead are recognized as expense when it becomes probable that the payments will be made. Because the discount rate implicit in the lease is not determinable for most leases, the Company determines the appropriate discount rate using the estimated incremental borrowing rate for the lease based on the information available at lease commencement. Right-of-use assets are measured at the amount of the lease liability, adjusted for prepaid or accrued lease payments, lease incentives, and initial direct costs incurred, as applicable.
The Company, the State of Georgia, and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County (“JDA”) entered into a development agreement in May 2022 to build the manufacturing facility near the city of Social Circle, Georgia (“Stanton Springs North Facility”). In November 2023, the Company and the JDA entered into a rental agreement, a bond purchase agreement, and an option agreement, pursuant to which the JDA is leasing land to the Company in exchange for the Company making rent payments totaling $ 309 million over the lease term. The noncancelable lease term is four years , with automatic extensions that are reasonably certain to be utilized. The lease expires in December 2047 unless earlier terminated per the terms of the agreements. The lease is classified as a finance lease as the Company is reasonably certain to exercise a purchase option at expiration.
Lease expense for operating leases is comprised of rent expense recognized on a straight-line basis over the lease term and amortization of right-of-use assets recognized as the difference between rent expense and imputed interest on the liability using the effective interest method. Lease expense for finance leases is comprised of interest expense on the liability recognized using the effective interest method and amortization of the right-of-use assets recognized on a straight-line basis over the shorter of the useful life of the asset or the lease term. The Company does not recognize right-of-use assets and lease liabilities for short-term leases with an original lease term of 12 months or less. Instead, expense corresponding to the aggregate rent payments is recognized on a straight-line basis over the lease term.
Lease assets are recorded net of accumulated depreciation and amortization. The following tables present the carrying value of operating and finance lease right-of-use assets and lease liabilities recorded within the corresponding line items on the Company’s Consolidated Balance Sheets (in millions):
Operating Leases December 31, 2024 December 31, 2025
Operating lease assets, net $ 416 $ 571
Current portion of deferred revenues, lease liabilities, and other liabilities $ 98 $ 110
Non-current lease liabilities 379 551
Total operating lease liabilities $ 477 $ 661
Finance Leases December 31, 2024 December 31, 2025
Property, plant, and equipment, net $ 82 $ 81
Current portion of deferred revenues, lease liabilities, and other liabilities $ 2 $ 3
Other non-current liabilities 85 91
Total finance lease liabilities $ 87 $ 94
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the contractual maturities of lease liabilities as of December 31, 2025 (in millions):
Operating Leases Finance Leases
2026 $ 157 $ 4
2027 151 4
2028 124 3
2029 111 12
2030 87 12
Thereafter 247 276
Total undiscounted liabilities 877 311
Less: Present value discount ( 216 ) ( 217 )
Total lease liabilities $ 661 $ 94
The future minimum lease payments for operating and finance leases that have not yet commenced are not material. The leases will commence in 2026 and 2027 with lease terms ranging from 3 to 15 years.
Total lease cost for the years ended December 31, 2023, 2024 and 2025 was $ 134 million, $ 180 million, and $ 221 million, respectively, comprised primarily of operating lease cost, and recorded in “Selling, general, and administrative”, “Research and development”, and “Cost of revenues” in the Consolidated Statements of Operations .
The weighted average remaining lease term and weighted average discount rate for leases were as follows:
December 31, 2023 December 31, 2024 December 31, 2025
Weighted average remaining operating lease term (in years) 5.3 5.4 6.3
Weighted average operating lease discount rate 8.9 % 9.9 % 10.8 %
Weighted average remaining finance lease term (in years) 22.1 21.4 20.7
Weighted average finance lease discount rate 10.7 % 11.4 % 11.4 %
Supplemental cash flow information related to leases is as follows (in millions):
Years Ended December 31,
2023 2024 2025
Cash paid for amounts included in the measurement of operating lease liabilities $ 102 $ 134 $ 158
Right-of-use assets obtained in exchange for operating lease liabilities (non-cash) $ 111 $ 174 $ 275
Right-of-use assets obtained in exchange for finance lease liabilities (non-cash) $ 80 $ 6 $ 2
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. DEBT
The following table summarizes the Company’s outstanding debt:
December 31, 2024 December 31, 2025
Maturity Amount
(in millions) Effective Interest Rate Amount
(in millions) Effective Interest Rate
Long-term debt
2026 Notes 2026 $ 1,250 11.0 % $ — — %
2029 Green Convertible Notes 2029 1,500 4.8 % 1,500 4.8 %
2030 Green Convertible Notes 2030 1,725 3.8 % 1,725 3.8 %
2031 Green Secured Notes 2031 — — % 1,250 10.6 %
Total long-term debt 4,475 4,475
Less unamortized discount and debt issuance costs ( 34 ) ( 35 )
Long-term debt, less unamortized discount and debt issuance costs $ 4,441 $ 4,440
2026 Notes
In October 2021, the Company issued $ 1,250 million aggregate principal amount of senior secured floating rate notes due October 2026 (“2026 Notes”) to new and existing investors of the Company. In June 2025, the Company paid in full the outstanding $ 1,250 million aggregate principal amount plus accrued interest of $ 20 million. Unamortized discount and debt issuance costs were recorded to “Interest expense” in the Consolidated Statements of Operations .
The 2026 Notes were classified within Level 2 of the fair value hierarchy because they were valued using quoted prices for identical assets in markets that are not active, and as of December 31, 2024, the fair value of the 2026 Notes was $ 1,256 million.
Green Convertible Notes
2029 Green Convertible Notes
In March 2023, the Company issued $ 1,500 million principal amount of the green convertible unsecured senior notes due March 2029 (“ 2029 Green Convertible Notes”) at a discount of $ 15 million in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2029 Green Convertible Notes accrue interest at a rate of 4.625 % per annum, payable semi-annually in arrears on March 15 and September 15.
Before December 15, 2028, the 2029 Green Convertible Notes are convertible at the option of the noteholders only upon the occurrence of certain events, as described in the indenture. From and after December 15, 2028, the 2029 Green Convertible Notes are convertible at any time at the noteholders’ election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election. The initial conversion rate is 49.6771 shares of common stock per $1,000 principal amount of 2029 Green Convertible Notes, which represents an initial conversion price of approximately $ 20.13 per share of the Company’s Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.
The 2029 Green Convertible Notes are redeemable in whole or in part (subject to certain limitations) at the Company’s option at any time on or after March 20, 2026 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s Class A common stock exceeds 130 % of the conversion price for a specified period of time. If certain events that constitute a Fundamental Change (as defined by the indenture) for the 2029 Green Convertible Notes occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their notes for cash. The cash repurchase price is equal to the principal amount of the notes to be
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The 2029 Green Convertible Notes contain a number of customary covenants.
The 2029 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2024 and 2025, the fair value of the 2029 Green Convertible Notes was $ 1,591 million and $ 1,882 million, respectively.
2030 Green Convertible Notes
In October 2023, the Company issued $ 1,725 million principal amount of the green convertible unsecured senior notes due October 2030 (“2030 Green Convertible Notes”) at a discount of $ 15 million in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2030 Green Convertible Notes accrue interest at a rate of 3.625 % per annum, payable semi-annually in arrears on April 15 and October 15.
Before July 15, 2030, the 2030 Green Convertible Notes are convertible at the option of the noteholders only upon the occurrence of certain events, as described in the indenture. From and after July 15, 2030, the 2030 Green Convertible Notes are convertible at any time at the noteholders’ election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election. The initial conversion rate is 42.929 shares of common stock per $1,000 principal amount of 2030 Green Convertible Notes, which represents an initial conversion price of approximately $ 23.29 per share of the Company’s Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.
The 2030 Green Convertible Notes are redeemable in whole or in part (subject to certain limitations) at the Company’s option at any time on or after October 20, 2027 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s Class A common stock exceeds 130 % of the conversion price for a specified period of time. If certain events that constitute a Fundamental Change (as defined by the indenture) for the 2030 Green Convertible Notes occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their notes for cash. The cash repurchase price is equal to the principal amount of the notes to be repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The 2030 Green Convertible Notes contain a number of customary covenants.
The 2030 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2024 and 2025, the fair value of the 2030 Green Convertible Notes was $ 1,611 million and $ 1,958 million, respectively.
The Company intends to use the net proceeds from the 2029 Green Convertible Notes and 2030 Green Convertible Notes (together the “Green Convertible Notes”) to finance, refinance, or make direct investments in, in whole or in part, one or more new or existing eligible green projects, as described in the Company’s green financing framework.
Capped Calls
In October 2023, in connection with the issuance of the green convertible unsecured senior notes due October 2030 (“2030 Green Convertible Notes”), the Company paid $ 108 million to purchase privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions. The initial strike price of the Capped Calls is approximately $ 23.29 per share of the Company’s Class A common stock, which is the initial conversion price of the 2030 Green Convertible Notes. The initial cap price of the Capped Calls is approximately $ 31.06 per share of the Company’s Class A common stock, which represents a premium of 70 % over the last reported sale price of the Company’s Class A common stock on October 5, 2023, and is subject to certain anti-dilution adjustments under the terms of the Capped Calls. The Capped Calls cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company’s Class A common stock that initially underlie the 2030 Green Convertible Notes, and are expected generally to reduce potential dilution to the Company’s Class A common stock upon any conversion of the 2030 Green Convertible Notes and/or offset any cash payments the Company is required to make
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in excess of the principal amount of converted 2030 Green Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Calls.
The Capped Calls are separate transactions entered into by the Company and the applicable counterparties, and are not part of the terms of the 2030 Green Convertible Notes, and do not affect any holder’s rights under the 2030 Green Convertible Notes or the indenture. Holders of the 2030 Green Convertible Notes do not have any rights with respect to the Capped Calls.
As the Capped Calls are indexed to the Company’s own stock and qualified for equity classification, they were not accounted for as derivatives and were recorded as a reduction of the Company’s “Additional paid-in capital” on the Consolidated Balance Sheets and will not be remeasured.
2031 Green Secured Notes
In June 2025, the Company issued $ 1,250 million aggregate principal amount of fixed rate senior secured green notes due January 15, 2031 (“2031 Green Secured Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The 2031 Green Secured Notes were issued pursuant to an indenture dated as of June 12, 2025 (the “Indenture”). The proceeds along with cash on hand were used to redeem in full the $ 1,250 million aggregate principal amount of the 2026 Notes plus accrued and unpaid interest.
The 2031 Green Secured Notes bear interest at a fixed rate of 10 % per annum. Interest is paid in cash semi-annually in arrears on January 15 and July 15 of each year beginning on January 15, 2026. The Company has the option to redeem all or part of the 2031 Green Secured Notes at any time at a redemption price equal to 100 % of the principal amount of the 2031 Green Secured Notes redeemed, plus accrued and unpaid interest, if any, and if redeemed prior to January 15, 2030, plus an applicable premium. If the Company experiences a change of control (as defined in the Indenture), the holders of the 2031 Green Secured Notes will have the right to require the Company to repurchase the 2031 Green Secured Notes at a price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest, if any.
The 2031 Green Secured Notes are secured (a) on a first-priority basis by substantially all assets of the Company and the guarantors, other than ABL Priority Collateral (as defined in (c) below), (b) if and when the Department of Energy Loan (as discussed below) is funded, on a first-priority basis by substantially all assets of Rivian New Horizon, LLC, and (c) on a second-priority basis by the inventory, receivables, certain deposit accounts and certain related assets (which exclude intellectual property) which secure the ABL Facility on a first-priority basis (the “ABL Priority Collateral”), in each case subject to certain excluded assets and permitted liens. The 2031 Green Secured Notes contain a number of customary covenants similar to the covenants under the ABL Facility. As of December 31, 2025, the Company was in compliance with all covenants required by the 2031 Green Secured Notes.
The 2031 Green Secured Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2025, the fair value of the 2031 Green Secured Notes was $ 1,231 million.
Debt Facilities Not Outstanding
ABL Facility
In April 2025, the Company entered into an amendment of the credit agreement governing the ABL Facility to (i) extend the maturity date to April 8, 2030 (subject to earlier maturity if certain other debt remains outstanding at a specified earlier date), (ii) amend the restrictive covenants in order to permit the funding of commitments under the Department of Energy loan described below, and (iii) amend certain other covenants. The $ 1,500 million revolving commitment of the facility has an annual interest rate between 1.25 % and 1.75 %, plus the daily Secured Overnight Financing Rate (“SOFR”), plus a credit spread adjustment of 0.10 %, subject to a 0.00 % floor. In addition, the Company is required to pay a quarterly commitment fee between 0.20 % and 0.25 % per annum based on the unused portion of the ABL Facility. Availability under the ABL Facility is based on the lesser of the borrowing base and the committed $ 1,500 million cap and is reduced by borrowings and the issuance of letters of credit, with a letter of credit sub-limit of $ 1,000 million. The ABL Facility is secured by certain assets of the Company and contains certain affirmative and negative covenants and conditions to borrowing or taking other actions
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
that restrict certain of the Company’s subsidiaries’ ability to, among other things, incur debt, grant liens, make investments, enter into certain transactions with affiliates, pay dividends, and prepay junior or unsecured indebtedness, subject to certain exceptions. The covenants include a minimum liquidity requirement and fixed charge coverage ratio calculated quarterly.
As of December 31, 2025, the Company had no borrowings under the ABL Facility and $ 195 million of letters of credit outstanding, resulting in availability under the ABL Facility of $ 506 million after giving effect to the borrowing base and the outstanding letters of credit. As of December 31, 2025, the Company was in compliance with all covenants required by the ABL Facility.
Volkswagen Group Loan Commitment
In conjunction with the formation of the Joint Venture, the Company, together with Joint Venture Equityholder, and Volkswagen Group also entered into Loan Agreements providing for a committed $ 1,000 million term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding. When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by the Company for general corporate purposes. The Company’s loan would mature on the tenth anniversary of the funding date. Beginning on the third anniversary of the funding date, $ 100 million of principal would be repaid each year in biannual installments of $ 50 million, with the balance of the principal amount due on the final maturity date. The loan may be prepaid at any time, in whole or in part, without any prepayment premium or penalty. Interest on the loan will accrue at a fixed rate per annum that is determined at the time of funding.
The per annum rate will be equal to (a) the interpolated all-in yield for United States dollar-denominated debt securities of Volkswagen International America, Inc., Volkswagen AG, and their affiliates, having a maturity of seven years on date of determination, plus (b) 25 basis points. Interest on the loan will be paid on a semi-annual basis, except that the first interest payment will be due on the second anniversary of the funding date. If and when funded, the per annum rate of interest on the loan is expected to be lower than a loan with comparable terms funded by a large financial institution. Accordingly, upon execution of the Loan Agreements, the $ 201 million fair value of the below-market funding commitment was included within “Other non-current assets” and “Other non-current liabilities” on the Consolidated Balance Sheets , as noncash consideration in the form of an advance payment for the services provided by the Joint Venture to develop, customize, and enhance Rivian’s existing vehicle electrical architecture and software technology for use in the customer’s future vehicle programs. See Note 4 "Revenues" for more information. If and when funded, the fair value of the below-market funding commitment will be recognized as “Interest expense” in the Consolidated Statements of Operations over the term of the loan. The below-market funding commitment is classified within Level 3 of the fair value hierarchy because it was valued using a discounted cash flow model containing unobservable inputs, including estimated yield curves applicable to both parties.
Department of Energy Loan
On January 16, 2025, Rivian New Horizon, LLC (the “Borrower”) and Rivian Automotive, Inc. (the “Sponsor”) entered into a Loan Arrangement and Reimbursement and Sponsor Support Agreement (the “LARSSA”) with the United States Department of Energy (“DOE”), pursuant to which the DOE has agreed to arrange a multi-draw term loan facility, comprised of two tranches, with the first tranche aggregate principal amount of up to approximately $ 3,355 million (the “Note A Loan”) and the second tranche aggregate principal amount of up to approximately $ 2,620 million (the “Note B Loan”, and together with the Note A Loan, the “DOE Loan”), to be provided by the Federal Financing Bank to the Borrower under DOE’s Advanced Technology Vehicles Manufacturing Program (the “ATVM Program”).
The proceeds from advances under the DOE Loan will be used to support the development of the Stanton Springs North Facility, which will be built in two production capacity blocks (the “Project”). The Borrower may request advances under the DOE Loan for purposes of funding certain eligible Project costs, subject to the Borrower’s satisfaction of the conditions under the Loan tranche that is designated for the relevant Block. Such conditions include the Sponsor maintaining positive gross margin for certain periods prior to the first Note A Loan advance, the Borrower achieving certain vehicle sales metrics prior to the first Note A Loan advance and first Note B Loan advance, making of required base equity contributions to fund certain Project costs, the granting to DOE of security over, among other things, Project assets and the execution of related security
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
documents, the Borrower’s entry into agreements necessary for the development, design, engineering, construction and operation of the Project, delivery of a Project execution plan, and a bring-down of representations and warranties.
Note A Loan advances may be requested, upon the satisfaction of certain conditions, from January 16, 2025 through April 16, 2031, and the loans comprised of Note A Loan advances will mature on March 15, 2045 (the “Note A Maturity Date”). The principal amount of the Note A Loan advances will be payable in quarterly installments commencing on March 15, 2031, through the Note A Maturity Date. Interest payments on the Note A Loan advances will begin on June 15, 2030, and will be payable quarterly in arrears. Note B Loan advances may be requested, upon the satisfaction of certain conditions, from January 16, 2025 through May 15, 2032, and the loans comprised of Note B Loan advances will mature on June 15, 2041 (the “Note B Maturity Date”). The principal amount of the Note B Loan advances will be payable in quarterly installments commencing on June 15, 2032, through the Note B Maturity Date. Interest payments on the Note B Loan advances will begin on June 15, 2032, and will be payable quarterly in arrears. The interest rate associated with an ATVM Program loan is equal to the United States Treasury-equivalent yield curve with 0% credit spread, set at each advance.
The LARSSA contains representations and warranties, as well as informational, affirmative, and negative covenants that include, among others, requirements with respect to the construction and operation of the Project, compliance with all requirements of the ATVM Program, and limitations on the ability to incur indebtedness, incur liens, make investments or loans, enter into mergers or acquisitions, dispose of assets (including intellectual property with respect to the Project), pay dividends or make distributions on capital stock, prepay indebtedness, pay management, advisory or similar fees to affiliates, enter into certain material agreements and affiliate transactions, enter into new lines of business or enter into certain restrictive agreements. Certain covenants apply starting on the date that the LARSSA is signed, while other covenants, including certain of the negative covenants, do not apply until the date of the first Note A Loan advance.
2026 Convertible Note
In June 2024, the Company issued a $ 1,000 million principal amount unsecured convertible promissory note due June 2026 (“2026 Convertible Note”) in a private placement pursuant to, and governed by, a convertible promissory note purchase agreement dated June 25, 2024, between the Company and Volkswagen International America Inc (“Volkswagen Group”). The 2026 Convertible Note accrued interest at 4.75 % per annum, payable semi-annually in arrears on June 15 and December 15. As the Company elected not to pay accrued interest in cash, such accrued interest was capitalized to the unpaid principal balance.
The 2026 Convertible Note converted into shares of the Company’s Class A common stock in December 2024. Half of the then-outstanding principal amount converted at a price of $ 10.8359 per share, and the remaining half converted at a price of $ 10.5733 per share, based on the Company’s 45 -trading day volume-weighted average price prior to the conversion date.
The 2026 Convertible Note was eligible for prepayment and contained a number of affirmative and restrictive covenants.
Upon issuance, the Company made an irrevocable election to account for the 2026 Convertible Note as a single hybrid instrument under the Fair Value Option (“FVO”). Under the FVO, the 2026 Convertible Note was initially recognized as a liability measured at issue-date estimated fair value and subsequently re-measured at estimated fair value on a recurring basis at each reporting date prior to conversion with the change in fair value recognized in “Loss on convertible notes, net” in
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
the Consolidated Statements of Operations . Interest was accrued in “Interest expense” in the Consolidated Statements of Operations .
During the year ended December 31, 2024, the “Loss on convertible notes, net” in the Consolidated Statements of Operations was calculated as follows (in millions):
Year Ended December 31, 2024
Fair value of shares issued upon conversion $ 1,133
Unpaid principal balance plus accrued interest 1,021
Loss on conversion $ 112
Interest Expense
“Interest expense” recorded in the Consolidated Statements of Operations during the year ended December 31, 2025 was primarily contractual interest expense.
11. ACCRUED LIABILITIES AND OTHER LIABILITIES
The carrying value of “Accrued liabilities” on the Consolidated Balance Sheets includes the following components (in millions):
December 31, 2024 December 31, 2025
Capital expenditures $ 306 $ 419
Interest (Note 10)
62 104
Inventory 20 28
Loss contingencies (Note 16)
110 350
Other products and services 93 84
Payroll and related costs 167 319
Other 77 134
Total accrued liabilities $ 835 $ 1,438
Included within “Loss contingencies” above is $ 233 million for the settlement of pending securities class action litigation discussed in Note 16 “Commitments and Contingencies” .
The carrying value of “Current portion of deferred revenues, lease liabilities, and other liabilities” on the Consolidated Balance Sheets includes the following components classified as current (in millions):
December 31, 2024 December 31, 2025
Deferred revenues $ 552 $ 1,277
Operating lease liabilities 98 110
Warranty reserve 146 177
Other 121 96
Total current portion of deferred revenues, lease liabilities, and other liabilities
$ 917 $ 1,660
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The carrying value of “Other non-current liabilities” on the Consolidated Balance Sheets includes the following components classified as non-current (in millions):
December 31, 2024 December 31, 2025
Deferred revenues $ 1,288 $ 1,066
Finance lease liabilities 85 91
Warranty reserve 327 286
Other 77 143
Total other non-current liabilities $ 1,777 $ 1,586
12. INCOME TAXES
Components of Income Taxes
The Company’s tax rate is generally a function of the tax rates in the jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction, and the relative amount of losses or income for which no tax benefit or expense is recognized due to a valuation allowance.
The components of ”Loss before income taxes” in the Consolidated Statements of Operations are as follows (in millions):
Years Ended December 31,
2023 2024 2025
United States $ ( 5,406 ) $ ( 4,717 ) $ ( 3,601 )
Foreign ( 25 ) ( 24 ) ( 19 )
Total loss before income taxes $ ( 5,431 ) $ ( 4,741 ) $ ( 3,620 )
Current, deferred, and total income tax expense from continuing operations were entirely attributable to foreign operations for the years ended December 31, 2023, 2024 and 2025.
Provisions are made for estimated United States and foreign income taxes which may be incurred on the reversal of the basis differences in investments in foreign subsidiaries and corporate joint ventures not deemed to be indefinitely reinvested. Based on United States tax regulations, the Company does not anticipate foreign earnings would be subject to United States taxation upon repatriation. However, distributions of unremitted foreign earnings would be subject to foreign withholding taxes. The Company maintains that all foreign earnings are indefinitely reinvested. Accordingly, provisions have not been made on the Company’s basis differences in investments that primarily result from earnings in foreign subsidiaries which are deemed indefinitely reinvested. If recorded, the deferred tax liability associated with indefinitely reinvested basis differences would be immaterial to the financial statements.
Deferred tax assets and liabilities are recognized based on the future tax consequences attributable to (i) temporary differences that exist between the carrying value of assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards on a taxing jurisdiction basis. The Company measures deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid.
In determining whether a valuation allowance is needed, all available evidence is considered, both positive and negative. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is recorded.
As of December 31, 2025, the Company recorded valuation allowances of $ 7,134 million for the portion of deferred tax assets that is not expected to be realized. The valuation allowance on net deferred tax assets increased by $ 906 million during the year ended December 31, 2025. The change in the valuation allowance is primarily due to additional net United States deferred tax assets recognized during the year. The Company had no releases of valuation allowances for the years ended December 31, 2024 and 2025. The Company continues to monitor the realizability of the United States deferred tax assets considering multiple factors, including results of operations. The Company will continue maintaining a full valuation
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
allowance on United States deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the allowance. Release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded.
A reconciliation of the provision for income taxes to its components at the United States statutory rate is shown below (in millions). Foreign items do not exceed 5% of computed statutory tax and therefore are not disaggregated. Changes in unrecognized tax positions are reported on a gross basis.
Years Ended December 31,
2023 2024 2025
Amount
(in millions) Percentage Amount
(in millions) Percentage Amount
(in millions) Percentage
Federal income tax at statutory rate $ ( 1,141 ) 21 % $ ( 996 ) 21 % $ ( 760 ) 21 %
Domestic Federal
Effects of cross-border tax laws 5 — % 2 — % — — %
Tax credits
Research and development credits ( 150 ) 3 % ( 135 ) 3 % ( 5 ) — %
Other ( 11 ) — % ( 10 ) — % ( 8 ) — %
Nontaxable or nondeductible items —
Nondeductible stock-based compensation and 162(m) limitation 49 ( 1 ) % 57 ( 1 ) % 11 — %
Other 2 — % 22 — % 4 — %
Other adjustments ( 1 ) — % 35 ( 1 ) % 20 ( 1 ) %
Change in valuation allowance 1,226 ( 23 ) % 1,007 ( 21 ) % 733 ( 20 ) %
State and local income taxes, net of federal income tax effect ¹ ( 7 ) — % ( 6 ) — % — — %
Foreign tax effects 7 — % 10 — % 10 — %
Changes in unrecognized tax benefits 22 — % 19 — % 1 — %
Provision for income taxes $ 1 — % $ 5 — % $ 6 — %
1 State taxes in California make up the majority (greater than 50 percent) of the tax effect in this category.
The amount of income taxes paid, net of cash received, is shown by jurisdiction below (in millions):
Years Ended December 31,
2023 2024 2025
United States federal $ — $ — $ —
Domestic state and local — — —
Foreign
Canada 3 — 7
Serbia — — 1
Other — — —
Total $ 3 $ — $ 8
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Components of Deferred Tax Assets and Liabilities
The components of deferred tax assets and liabilities are as follows (in millions):
December 31, 2024 December 31, 2025
Deferred tax assets:
Net operating loss and tax credit carryforwards $ 4,621 $ 5,783
Inventory 110 133
Deferred revenues 442 430
Operating lease liabilities 120 171
Stock-based compensation 49 44
Accrued liabilities 142 152
Research and development capitalization 925 673
Other 77 130
Total deferred tax assets 6,486 7,516
Less: valuation allowances ( 6,228 ) ( 7,134 )
Total net deferred tax assets 258 382
Deferred tax liabilities:
Property, plant, and equipment ( 75 ) ( 170 )
Operating lease assets ( 103 ) ( 146 )
Volkswagen Group loan commitment asset ( 51 ) ( 52 )
Other ( 29 ) ( 13 )
Total deferred tax liabilities ( 258 ) ( 381 )
Net deferred tax assets $ — $ 1
The majority of the Company's gross loss carryforwards are generated in the United States. Federal net operating losses (“NOLs”) generated by the Company through December 31, 2017 totaling $ 81 million may be carried forward for 20 years and begin to expire in 2035. These NOLs may fully offset taxable income in the year utilized. Under the Tax Cuts and Jobs Act, federal losses generated in tax years beginning after December 31, 2017, totaling $ 19,044 million, may be carried forward indefinitely; but their deduction is limited to 80% of annual taxable income. In addition, the Company has federal and state tax credit carryforwards of $ 733 million that can be carried forward for 20 years and begin to expire in 2039. The NOLs and tax credits are fully offset by a valuation allowance. Additionally, the Company has $ 16,332 million of carryforwards for state NOLs.
Under Sections 382 and 383 of the Internal Revenue Code of 1986 (“Code”), an “ownership change” can impose annual limitations on NOLs and other credits (such as R&D tax credits). A greater than 50 percentage point aggregate change in ownership of certain significant stockholders over a three-year period can be considered an “ownership change”. As a result of such “ownership changes” previously experienced by the Company, tax credits are limited in their utilization, and the amounts above reflect such adjustment. NOLs are not expected to be limited.
Unrecognized Tax Benefits
The Company records uncertain tax positions using a two-step process. First, by determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and second, for those tax positions that meet the more-likely-than-not recognition threshold, by recognizing the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. When applicable, the Company includes interest and penalties related to income tax matters within the provision for income taxes. The Company had immaterial accrued interest and penalties through 2025.
The majority of the Company’s unrecognized tax benefits relate to its United States R&D tax credit, with an immaterial reserve on a position taken for the deductibility of stock compensation on a prior year foreign tax return. Because a full valuation allowance is maintained in the United States, there is no impact to the Consolidated Balance Sheets , and if recognized, none of the unrecognized tax benefit would impact the Company’s effective tax rate.
99
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company had the following activity related to unrecognized tax benefits (in millions):
Years Ended December 31,
2024 2025
Beginning balance $ 61 $ 80
Additions for current year tax positions 17 1
Additions for tax positions of prior years 2 —
Ending balance $ 80 $ 81
The Company is subject to taxation and files income tax returns in the United States federal jurisdiction, plus state and foreign jurisdictions. Tax years after 2020 remain open in the Company’s major jurisdictions and are subject to examination by the taxing authorities. In late 2025, the Company received notification that its 2023 United States federal income tax return was selected for examination. Due to the Company’s losses in the United States, the audit is not expected to result in a tax liability.
Legislative Updates
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA”) was signed into law, introducing significant changes to the United States federal income tax code. The OBBBA includes provisions affecting corporate taxation, including the permanent restoration of 100% bonus depreciation on qualified property, the reinstatement of immediate expensing for domestic research and development ("R&D") costs, and changes to the deductibility of business interest expense. The Company continues to maintain a valuation allowance against its United States deferred tax assets as it is more likely than not that these assets will not be realized. However, the Company evaluated the impact of the OBBBA on its taxable income calculation, which is primarily driven by the removal of the capitalization requirement for domestic R&D. Because of the Company's losses in the United States, historical unamortized domestic costs will continue to be capitalized for tax purposes.
The Company does not expect to be subject to the Organization for Economic Co-operation and Development’s global minimum tax in any jurisdiction because of safe harbors. However, the requirements in each country will continue to be monitored and evaluated by the Company.
13. STOCK-BASED COMPENSATION
Stock Plans
The Company's 2015 Long-Term Incentive Plan ("2015 Stock Plan") and 2021 Incentive Award Plan (“2021 Stock Plan” and, together, “Stock Plans”) permit the grant of stock options, restricted stock units (“RSUs”), and other stock-based awards to employees, non-employee directors, and consultants. The Company’s stock options have seven - or ten-year contractual terms, and unvested stock options and RSUs generally are forfeited upon the termination of a grantee’s service. The Company has elected to recognize forfeitures as an adjustment to compensation expense for options and RSUs in the same period as the forfeitures occur. As of December 31, 2025, 32 million and 189 million shares were reserved for issuance under the 2015 Stock Plan and 2021 Stock Plan, respectively.
The Company’s RSUs generally vest in quarterly installments based on a requisite service period of two to four years of continuous service, and stock options generally vest in annual installments based on a requisite service period of four to five years of continuous service. From time to time, RSUs and options may contain performance conditions related to production and other targets. Expense is recognized on an accelerated basis for awards granted prior to the Company's November 2021 initial public offering (“IPO”) as the IPO was a performance condition. For awards granted after the IPO, the Company has elected to use the straight-line expense recognition on awards with only service conditions.
100
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The payment of bonus incentives in the form of stock-based awards granted under the 2021 Stock Plan vest immediately upon grant during the three months ended March 31 of each year. The bonus incentives are subject to certain performance conditions related to financial, operational, and other organizational targets. As of December 31, 2024 and 2025, the total amount of accrued stock-based bonus incentives was $ 49 million and $ 119 million, respectively, within the “Payroll and related costs” component of “Accrued liabilities” on the Consolidated Balance Sheets . Refer to Note 11 "Accrued Liabilities" for more information about accrued liabilities.
The following table summarizes the Company’s restricted stock unit and stock option activity during the year ended December 31, 2025:
RSUs Stock Options
Number of Shares
(in millions) Weighted-Average Grant-Date Fair Value Number of Shares
(in millions) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life
(in years) Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2024 61 $ 14.10 60 $ 13.60
Granted 66 12.07 40 14.86
Vested / Exercised ( 51 ) 13.81 ( 2 ) 3.80
Forfeited / Cancelled ( 10 ) 13.16 ( 21 ) 21.88
Outstanding at December 31, 2025 66 $ 12.49 1
77 $ 12.35 1
6.9 $ 595
Vested and expected to vest at December 31, 2025 66 $ 12.49 77 $ 12.35 6.9 $ 595
Exercisable at December 31, 2025 — $ — 31 $ 8.23 3.4 $ 382
1 Ending Outstanding Weighted Average amounts do not recalculate due to the effects of rounding.
The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2023 and 2024 was $ 15.25 and $ 10.50 , respectively. The total fair value of RSUs vested during the years ended December 31, 2023, 2024 and 2025 was $ 630 million, $ 720 million and $ 697 million, respectively.
The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2023, 2024 and 2025 was $ 10.49 , $ 6.91 , and $ 9.74 , respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023, 2024 and 2025 was $ 29 million, $ 28 million, and $ 26 million, respectively. The weighted-average grant-date fair value of stock options outstanding at December 31, 2024 and 2025 was $ 10.05 and $ 10.79 , respectively. The weighted-average grant-date fair value of stock options exercisable at December 31, 2025 was $ 11.99 .
As of December 31, 2025, the Company’s unrecognized stock-based compensation expense for unvested awards was approximately $ 1,131 million, which is expected to be recognized over a weighted-average period of 5.2 years for stock options and 1.8 years for RSUs.
Employee Stock Purchase Plan
The 2021 Employee Stock Purchase Plan (“ESPP”) is designed to allow eligible employees to purchase shares of Class A common stock at a 15 % discount, generally at consecutive intervals of approximately six months , with their accumulated payroll deductions. The number of shares of Class A common stock authorized for sale under the ESPP is equal to the sum of (i) 22 million shares of Class A common stock and (ii) an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2031, equal to the lesser of (A) 1 % of the aggregate number of shares of all classes of common stock outstanding on the last day of the immediately preceding year and (B) such smaller number of shares of Class A common stock as determined by the board of directors; provided, however, that no more than 185 million shares of Class A common stock may be issued under the ESPP. As of December 31, 2025, 42 million shares were reserved for issuance under the ESPP.
101
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CEO Award
In January 2021, the Company granted an option to purchase 27 million shares of Class A common stock with an aggregate fair value of $ 241 million to the CEO, with approximately seven million shares subject to only a service condition, vesting over a requisite service period of six years following the Company’s initial public offering (“IPO”) in November 2021. The remaining approximately 20 million shares underlying the option were subject to both a service and a market condition, vesting in installments based on the achievement of share price goals following the IPO, measured over a specified period ending on the tenth anniversary of the award (“original market-based award”).
In November 2025 (the “Grant Date” or “Modification Date”), the original market-based award was cancelled and replaced by a grant to the CEO of an option to purchase up to 36.5 million shares of the Company’s Class A common stock under the 2021 Stock Plan. 14.5 million shares underlying the option are subject to both a service and a performance condition, split among various adjusted operating income and cash flow from operations targets, and approximately 22 million shares underlying the option are subject to both a service and a market condition, vesting in installments based on the achievement of share price goals and defined service dates. The per share exercise price is the closing stock price as of the Grant Date.
For any shares underlying the option to vest, the CEO must remain in continuous service through the date on which achievement of the performance or market conditions can be determined, as well through various anniversaries of the Grant Date. Shares underlying the option that are subject to performance conditions and stock price hurdles under $ 100 will vest in five equal annual installments, while shares subject to stock price hurdles of $ 100 or more will vest in seven equal annual installments. The option has a 10-year term to expiration.
The replaced award is accounted for as a modification effective upon the Grant Date of the replacement award. As a result, the total stock-based compensation expense that will be recognized on the replacement award over the requisite service period following the Grant Date if all of the performance conditions are achieved will equal the unrecognized expense on the replaced award, plus the incremental fair value of the replacement award in excess of the fair value of the replaced award, as of the Modification Date. The estimated incremental fair value of the replacement award is $ 285 million. The requisite service period for each tranche of the option containing a performance condition is the later of the explicit service period and the implicit service period, based on the expected assessment date at which it is probable that the performance condition will be determined to be achieved. The requisite service period for each tranche of the option containing a market condition is the later of the derived service period and the explicit service period.
Stock-based compensation expense allocated to the portion of the option containing a performance condition is not recognized unless the Company determines that achievement of the performance condition is probable. As of December 31, 2025, stock-based compensation expense allocated to the portion of the option containing a performance condition that is not considered probable of being achieved was not material. Stock-based compensation expense recognized on the replacement award was not material for the year ended December 31, 2025, and as of December 31, 2025, the total unrecognized stock-based compensation expense on the modified award was $ 355 million, expected to be recognized over a weighted-average period of 5.8 years.
102
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Assumptions
The exercise price of all stock options granted during the years ended December 31, 2023, 2024 and 2025 was equal to or greater than the fair market value of Rivian's stock at the date of grant.
The fair values of the CEO’s original market-based award and replacement market-based award as of the Grant Date were estimated using a Monte Carlo analysis capturing simulations of the Company's projected stock price over remaining time horizon of each award, averaging the payoff associated with any simulations resulting in one or more targets being met and discounting that figure to present value at the risk-free rate to arrive at the expected value of each tranche of each of the awards. The assumptions used in the Monte Carlo simulations as of the Grant Date of the replacement market-based award are as follows:
Original Award Replacement Award
Stock price $ 15.22 $ 15.22
Exercise price $ 21.72 $ 15.22
Volatility 62.5 % 57.5 %
Risk-free rate 3.7 % 4.1 %
Expiration date 1/19/2031 11/6/2035
The Company generally estimates the grant-date fair value of stock options using a Black-Scholes option pricing model, which was used to estimate the fair value of the performance-based portion of the CEO’s replacement award. Expected volatility is based on a weighted-average of historical volatility rates of peer companies and the Company’s implied volatility. The dividend yield is estimated based on the rate at which the Company expects to pay dividends. The risk-free rate is based on the United States Treasury yield curve for zero-coupon Treasury notes with maturities approximating the respective expected term of the stock option. The expected term represents the average time the Company’s stock options are expected to be outstanding. As the Company’s stock options were not exercisable prior to the IPO in November 2021, there is not sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. As a result, the expected term is estimated based on the weighted-average midpoint of expected vest date and expiration date.
The weighted-average assumptions used in the Black-Scholes option pricing model for all stock options granted were as follows:
Years Ended December 31,
2023 2024 2025
Volatility 61.4 % 62.5 % 59.3 %
Dividend yield — % — % — %
Risk-free rate 4.0 % 4.2 % 4.0 %
Expected term (in years) 6.3 6.3 8.5
The grant-date fair value of RSUs is equal to the closing trading price of the Company‘s common stock on the grant date.
103
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. RELATED PARTY TRANSACTIONS
Volkswagen Group
On June 30, 2025, the Company received $ 1,000 million from Volkswagen Group in exchange for $ 750 million of the Company’s Class A common stock, calculated based on the Company’s 30 -trading day volume-weighted average price prior to share issuance (i.e., calculated using the trading days in the period from May 15, 2025 through June 27, 2025). The Company issued 51,502,854 shares at a price of $ 14.56 per share and recorded deferred revenues for the $ 250 million premium received within “Current portion of deferred revenues, lease liabilities, and other liabilities” and “Other non-current liabilities” on the Consolidated Balance Sheets (see Note 1 "Presentation and Nature of Operations" for more information). As a result of this transaction, Volkswagen Group’s beneficial ownership increased to more than 10% of the Company’s voting interests, causing Volkswagen Group to become a principal stockholder and related party of the Company as of June 30, 2025. Accordingly, starting on June 30, 2025, all of the consolidated Joint Venture’s transactions with Volkswagen Group are related party transactions. Refer to Note 19 "Variable Interest Entities" for information about the consolidation of the Joint Venture and Note 4 "Revenues" for information about revenues and deferred revenues associated with Volkswagen Group.
Amazon
The Company recorded $ 823 million, $ 1,040 million, and $ 900 million in revenues from Amazon.com, Inc. and its affiliates (“Amazon”) for the years ended December 31, 2023, 2024, and 2025 in the Consolidated Statements of Operations , primarily within the automotive segment and related to the sale of EDVs. As of December 31, 2024 and 2025, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Consolidated Balance Sheets were $ 68 million and $ 11 million, respectively. Deferred revenues related to EDV sales were $ 135 million, primarily for extended service contracts, as of December 31, 2024 and $ 365 million, primarily for advance payments and extended service contracts, as of December 31, 2025. Refer to Note 4 "Revenues" for more information.
In June 2025, the Company began selling Rivian Adventure Gear via the Amazon.com platform. For the year ended December 31, 2025, sales commissions paid to Amazon were not material.
The Company has provided a share-based sales incentive to Amazon in the form of warrants to purchase shares of Class A common stock. The carrying value of the warrants was not material as of December 31, 2024 and 2025 and is amortized as an offset against revenues as EDVs are sold. The offset against revenues for the years ended December 31, 2023, 2024, and 2025 was not material.
The Company obtains data services, including hosting, storage, and compute from Amazon. During the years ended December 31, 2023, 2024 and 2025, expenses related to these services of $ 63 million, $ 94 million, and $ 188 million, respectively, were recorded in “Research and development” and “Selling, general, and administrative” in the Consolidated Statements of Operations . As of December 31, 2024 and 2025, the unpaid amounts related to these services were not material.
Refer to Note 16 "Commitments and Contingencies" for more information about unconditional purchase obligations with Amazon.
15. STOCKHOLDERS’ EQUITY
Common Stock
The Company has two classes of common stock: Class A common stock and Class B common stock. Shares of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. As of December 31, 2024 and 2025, 1,123 million and 1,236 million shares of Class A common stock were issued and outstanding, respectively. In July 2025, 4 million shares of Class B common stock converted into shares of Class A common stock. As of December 31, 2024 and 2025, 8 million and 4 million shares of Class B common stock were issued and outstanding, respectively. As of December 31,
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2024 and 2025, 3,500 million and 5,250 million shares of Class A common stock, respectively, and 8 million shares of Class B common stock were authorized.
Each share of Class A common stock entitles the holder to one vote, and each share of Class B common stock entitles the holder to ten votes. Holders of Class A common stock and Class B common stock have the right to receive any dividend declared by the Company , subject to the payment of dividends on shares of preferred stock. After the payment in full of all liquidation amounts required to be paid to the holders preferred stock, holders of common stock also have the right to receive the remaining property of the Company upon the liquidation, dissolution, or winding up of the Company on a pari passu basis among all holders of common stock.
At the option of the holder, shares of Class B common stock are convertible anytime into an equal number of shares of Class A common stock. Each outstanding share of Class B common stock will automatically convert into one share of Class A common stock upon the earliest to occur of (a) the five-year anniversary of the Company ’s IPO (i.e., November 2026), (b) the date fixed by the board of directors within six months of the death or disability of the Company ’s CEO , and (c) the date fixed by the board of directors within six months of the date that the number of outstanding shares of Class B common stock held by the Company ’s CEO repre sents less than 30 % of th e shares of Class B common stock outstanding. Any shares of Class B common stock that are no longer owned by the Company ’s CEO or their affiliates will automatically convert into an equal number of shares of Class A common stock upon transfer of ownership.
Stock Warrants
As of December 31, 2023, 2024, and 2025, the Company had warrants outstanding and exercisable to purchase 12 million shares of Class A common stock, with a weighted-average exercise price of $ 6.84 . The weighted-average remaining contractual life of common stock warrants outstanding and exercisable as of December 31, 2023, 2024, and 2025 is 5 years, 4 years, and 3 years, respectively. There were no common stock warrants granted during the years ended December 31, 2023, 2024, and 2025.
16. COMMITMENTS AND CONTINGENCIES
Legal Proceedings and Loss Contingencies
Loss contingencies arise from claims, assessments, litigation, fines, penalties, and other sources and are recognized as accrued liabilities when management believes that a loss is probable and the amount can be reasonably estimated. Gain contingencies are recognized only when realized. In the event any losses are sustained in excess of accrued liabilities, they are charged against income in the period in which they occur. In evaluating loss contingencies, management takes into consideration factors such as historical experience with matters of a similar nature, specific facts and circumstances, and the likelihood of avoiding the loss. Accrued liabilities for loss contingencies are evaluated and updated as matters progress over time. It is reasonably possible that some of the loss contingencies for which accrued liabilities have not been established could be resolved unfavorably to the Company and could require recognizing future expenditures. Legal costs related to contingencies are recognized as expenses as they are incurred.
Loss contingencies that the Company evaluates primarily include potential costs related to supply contracts, which can be, for example, a result of changing demand forecasts or design modifications, in addition to potential payments resulting from legal proceedings, such as commercial or employment-related litigation, and other events. Although the Company believes it has valid defenses with respect to legal proceedings, as of December 31, 2024 and 2025, the Company recorded approximately $ 110 million and $ 350 million, respectively, for estimated contingent losses in “Accrued liabilities” on the Consolidated Balance Sheets . As of December 31, 2025, the Company estimates it is reasonably possible that losses in excess of the accrued liability could occur, up to approximately $ 430 million, or an excess of $ 80 million over the accrued liability recorded. The Company expects the majority of loss contingencies comprising the accrued liability to be concluded within the next 12 to 24 months. These amounts include the Company's estimates of probable and reasonably possible contingent losses corresponding to all lawsuits alleging securities law claims based on some or all of the facts alleged in the lawsuit described in the following paragraph, including derivative lawsuits.
Between March 7, 2022 and April 19, 2022, three alleged stockholders (the “Plaintiffs”) filed lawsuits against Rivian Automotive, Inc., certain of the Company’s officers and directors, and the Company’s initial public offering (“IPO”)
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
underwriters on behalf of a putative class of purchasers of common stock in the Company’s IPO. The three suits were consolidated under the caption Crews v. Rivian Automotive, Inc., et al, 22-cv-01524-JLS-E (C.D. Cal.). Following the conclusion of summary judgment briefing and mediation activities in September 2025, on October 23, 2025 the parties signed a Stipulation of Settlement and Plaintiffs filed a Motion for Preliminary Approval of the settlement, resulting in an anticipated settlement payment of $ 250 million. The Court issued its Order granting preliminary approval of the proposed settlement on December 18, 2025. The corresponding expense recorded within “Other income (expense), net” in the Consolidated Statements of Operations during the year ended December 31, 2025 was reduced by $ 64 million in related insurance recoveries that the Company determined were probable of receipt. As of December 31, 2025, $ 17 million of the anticipated insurance recoveries were funded, and the remaining $ 47 million in expected insurance recoveries is reflected in “Other current assets” on the Consolidated Balance Sheets . The remaining anticipated settlement payment of $ 233 million is reflected in “Accrued liabilities” on the Consolidated Balance Sheets as of December 31, 2025.
The remaining $ 233 million settlement payment was funded into escrow in January 2026, with $ 186 million funded by the Company and $ 47 million funded by insurance recoveries.
Unconditional Purchase Obligations
The Company has entered into unrecognized commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily relate to inventory purchase requirements, varying by vendor, and data services, including hosting, storage, and compute from Amazon. Future payments under unconditional purchase obligations having a remaining term in excess of one year as of December 31, 2025 are as follows (in millions):
Total Future Payments
2026 $ 164
2027 194
2028 116
2029 52
2030 and thereafter 37
Total $ 563
17. NET LOSS PER SHARE
The Company's basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period, after allocating losses to equity awards deemed to be participating securities pursuant to the two-class method. Except with respect to voting and conversion, the rights, including liquidation and dividend rights, of the holders of Class A and Class B common stock are identical (see Note 15 "Stockholders' Equity" ). Accordingly, the undistributed earnings are allocated on a proportionate basis and as a result, net loss per share attributable to common stockholders is the same for Class A and Class B common stock, whether on an individual or combined basis.
Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including shares underlying the Green Convertible Notes, stock options, unvested RSUs, shares underlying the Company’s ESPP, other stock-based awards, and stock warrants. Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period, as in the case of Green Convertible Notes, 2026 Convertible Note issued to Volkswagen Group in June 2024, stock options containing a market condition, and other stock-based awards. The 2026 Convertible Note converted into shares of the Company’s Class A common stock in December 2024.
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the number of potential shares of common stock outstanding as of the end of each period that were excluded from the computation of diluted net loss per share for each period (in millions):
Years Ended December 31,
2023 2024 2025
Green Convertible Notes 149 149 149
RSUs, ESPP, and other stock-based awards 64 65 72
Stock options 62 60 77
Stock warrants 12 12 12
Total 287 286 310
Capped Calls are excluded from the calculation of diluted earnings per share as they would be antidilutive. However, upon conversion, there will be no economic dilution from the 2030 Green Convertible Notes unless the market price of the Company’s Class A common stock exceeds the cap price because exercise of the Capped Calls offsets any dilution from the 2030 Green Convertible Notes from the conversion price up to the cap price.
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share is as follows (in millions, except per share data):
Years Ended December 31,
2023 2024 2025
Numerator
Net loss attributable to Rivian $ ( 5,432 ) $ ( 4,747 ) $ ( 3,646 )
Net loss attributable to common stockholders, basic and diluted $ ( 5,432 ) $ ( 4,747 ) $ ( 3,646 )
Denominator
Weighted-average Class A and Class B common shares outstanding - basic 947 1,013 1,186
Effect of dilutive securities — — —
Weighted-average Class A and Class B common shares outstanding - diluted 947 1,013 1,186
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ ( 5.74 ) $ ( 4.69 ) $ ( 3.07 )
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. SEGMENT INFORMATION
The Company defines its segments on the basis by which internally reported financial information is regularly reviewed by the chief operating decision maker (“CODM”) to evaluate financial performance, make operating decisions, and allocate resources. The Company’s Chief Executive Officer(“CEO”) has been identified as the CODM. The Company analyzes the results of the business through two reportable segments, Automotive and Software and Services.
The Company's CODM assesses each segment's performance (i.e., progress against goals and overall cost management) using gross profit compared to prior period results and internal forecasts. This assessment includes the drivers of changes in gross profit by segment, including changes in volume and mix and in net pricing and cost categories at constant volume and mix. Gross profit is comprised of revenues and cost of revenues.
Automotive
The Automotive reportable segment derives its revenues and cost of revenues from the production and sale of new EVs and the sale of regulatory credits generated by the production and sale of EVs.
Software and Services
The Software and services reportable segment derives its revenues and cost of revenues primarily from vehicle electrical architecture and software development services, remarketing, and vehicle repair and maintenance services. Subscriptions, extended service contracts, sales of vehicle accessories and regulatory credits not generated by the production and sale of EVs, and other items are also included.
As of and for the years ended December 31, 2024 and 2025, the Company’s assets and revenues were primarily in the United States. The CODM does not receive segment asset information as it is not used to assess each segment's performance. There are no inter-segment revenues.
The tables below provide a reconciliation from the Company’s gross profit by segment to consolidated gross profit (in millions):
Year Ended December 31, 2025
Automotive Software and Services Consolidated
Revenues $ 3,830 $ 1,557 $ 5,387
Cost of revenues 4,262 981 5,243
Gross profit $ ( 432 ) $ 576 $ 144
Year Ended December 31, 2024
Automotive Software and Services Consolidated
Revenues $ 4,486 $ 484 $ 4,970
Cost of revenues 5,693 477 6,170
Gross profit $ ( 1,207 ) $ 7 $ ( 1,200 )
Year Ended December 31, 2023
Automotive Software and Services Consolidated
Revenues $ 4,132 $ 302 $ 4,434
Cost of revenues 6,150 314 6,464
Gross profit $ ( 2,018 ) $ ( 12 ) $ ( 2,030 )
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. VARIABLE INTEREST ENTITIES
Rivian and Volkswagen Group Technologies, LLC
In November 2024, the Company established a joint venture, Rivian and Volkswagen Group Technologies, LLC, with Volkswagen Group. The Joint Venture was established as an electrical architecture technology company with a focus on software, electronic control units and related network architecture design and development.
The Company and Volkswagen Group each contributed working capital, certain assets, and personnel to the Joint Venture in exchange for 50 % each of the equity interests in the Joint Venture. The ”Noncontrolling interest” in the Joint Venture recorded in the Statement of Changes in Stockholders’ Equity was based on the carrying value of the net assets of the Joint Venture immediately before the $ 92 million in net assets were contributed by Volkswagen Group.
The Joint Venture’s operations are funded through development fees to be paid by the Company and Volkswagen Group. Fees payable for development services that benefit the general technology stack usable by both the Company and Volkswagen Group are paid 75 % by VW and 25 % by the Company, through 2028. Starting from 2029, the parties will bear such fees equally, with Volkswagen Group paying $ 100 million per year in excess of its equal share in contemplation of its comparatively larger vehicle portfolio. Development fees for the benefit of one specific party will be borne entirely by such party.
The Joint Venture is a separate legal entity with its own management and board of directors. The Joint Venture’s board of directors consists of four directors, with the Company and Volkswagen Group each appointing two directors. The Joint Venture is managed day-to-day by two Co-CEOs, with each of the Company and Volkswagen Group appointing one Co-CEO. The Joint Venture may be terminated by the mutual agreement of both parties. Either party will become entitled to purchase all Joint Venture equity held by the party upon the occurrence of certain events, such as material breaches after a party’s change of control or events indicating impending insolvency of a party.
The Joint Venture is a Variable Interest Entity (“VIE”), and the Company’s equity interest in the Joint Venture is a variable interest requiring consolidation, because the Company has determined that it is the primary beneficiary of the Joint Venture. The Company is the primary beneficiary of the Joint Venture as a result of several factors, including that the Co-CEO appointed by the Company is the Chief Software Officer of the Company, as well as the Chief Technology Officer of the Joint Venture. In this role, the Co-CEO appointed by the Company directs the overall technical strategy of the Joint Venture, as well as its execution, which are key activities of the Joint Venture. Additionally, a portion of the Joint Venture’s workforce performs services exclusively for the Company.
The 50 % equity interests held by Volkswagen Group and its corresponding portion of net income are reflected in stockholders’ equity on the Consolidated Balance Sheets as “Noncontrolling interest” and in the Consolidated Statements of Operations as “Net income attributable to noncontrolling interest”. As of December 31, 2024, the consolidated assets of the Joint Venture were approximately $ 250 million and primarily comprised of cash. As of December 31, 2025, the consolidated assets of the Joint Venture were approximately $ 800 million and primarily comprised of cash, accounts receivable, and equity securities held in trust (see Note 2 "Joint Venture Deferred Compensation Program" and Note 4 “Revenues” for more information). As of December 31, 2024 and 2025, the consolidated liabilities of the Joint Venture were approximately $ 155 million and $ 570 million, respectively, primarily comprised of the current portion of deferred revenue.
Mind Robotics, Inc. and Mind Robotics, LLC
In November 2025, Mind Robotics, Inc. and Mind Robotics, LLC (together, “Mind Robotics”) were established to focus on advancement of industrial AI and robotics and issued Series Seed preferred shares to third parties (primarily Eclipse Ventures) in exchange for approximately $ 112 million, as well as to Rivian in exchange for cash and a license to intellectual property developed for use in industrial automation with a combined fair value of approximately $ 128 million. The resulting equity interest held by the Company is 53.5 %. The Noncontrolling interest in Mind Robotics recorded in the Statement of Changes in Stockholders’ Equity was based on the carrying value of the net assets of Mind Robotics immediately before the $ 112 million in net assets were contributed by third parties.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Mind Robotics is a separate legal entity with its own board of directors, comprised of four seats. Eclipse Ventures and the Company each have one appointed director, and the Company will retain its right to appoint such director until its ownership share decreases below a defined threshold. Separately, the Company’s CEO, RJ Scaringe, has been appointed to Mind Robotics’s board of directors, with Common Unit holders and RJ Scaringe, subject to certain requirements, retaining the right to appoint and remove such director.
Mind Robotics is a VIE primarily because the Company currently has disproportionately few voting rights, the Mind Robotics board of directors currently controls the activities that most significantly impact its economic performance, and given Mind Robotics’s very limited operations to date, substantially all of its activities currently involve the Company. The Company has determined it is currently the primary beneficiary of Mind Robotics as it currently has the power to direct the activities that most significantly impact its economic performance. Accordingly, the Company’s equity interest in Mind Robotics is a variable interest requiring consolidation as of December 31, 2025.
The remaining 46.5 % equity interest held by outside investors and its corresponding portion of net income or loss are reflected in stockholders’ equity on the Consolidated Balance Sheets as “Noncontrolling interest” and in the Consolidated Statements of Operations as “Net income attributable to noncontrolling interest”. As of December 31, 2025, the consolidated assets of Mind Robotics were approximately $ 115 million, comprised of cash and cash equivalents, and consolidated liabilities were not material.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives , and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and carrying out a variety of ongoing procedures .
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO“) and Chief Financial Officer (“CFO”) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2025. Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance with U.S. GAAP.
As of December 31, 2025, our management, with participation of the CEO and CFO, under the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting using the framework issued by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
A company’s internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
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• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
KPMG LLP, the Company’s independent registered public accounting firm who audited the consolidated financial statements included in this Form 10-K, has issued an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG LLP’s report appears on page 73 of this Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
(a) None.
(b) Rule 10b5-1 Trading Plans
On November 24, 2025 , Karen Boone , a member of the Company’s board of directors and Lead Independent Director , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, for the sale of up to 20,000 shares of the Company’s Class A Common Stock. Ms. Boone’s Rule 10b5-1 trading arrangement is scheduled to expire no later than July 31, 2026 . Except for the foregoing, during the three months ended December 31, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item will be included in our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item will be included in our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be included in our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be included in our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item will be included in our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
Exhibit Index
Incorporated by Reference
Exhibit Number Exhibit Title Form File No. Exhibit Filing Date
3.1 Restated Certificate of Incorporation of Rivian Automotive, Inc.
8-K 001-41042 3.1 06/20/2025
3.2 Amended and Restated Bylaws of Rivian Automotive, Inc.
8-K 001-41042 3.2 11/16/2021
4.1 Specimen Stock Certificate evidencing the shares of Class A common stock
S-1/A 333-259992 4.1 11/01/2021
4.2 Sixth Amended and Restated Investors’ Rights Agreement, dated as of November 13, 2024, by and among the Registrant and certain holders of its capital stock, as amended
10-K 001-41042 4.2 02/24/2025
4.3 Indenture, dated as of March 10, 2023, between Rivian Automotive, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-41042 4.1 03/10/2023
4.4 Form of certificate representing the 4.625% Green Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.3)
8-K 001-41042 4.2 03/10/2023
4.5 Indenture, dated as of October 11, 2023, between Rivian Automotive, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-41042 4.1 10/11/2023
4.6 Form of certificate representing the 3.625% Green Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.5)
8-K 001-41042 4.2 10/11/2023
4.7 Description of Capital Stock
10-K 001-41042 4.3 2/26/2024
4.8† Convertible Promissory Note Purchase Agreement, dated as of June 25, 2024, between Rivian Automotive, Inc. and Volkswagen International America Inc.
8-K 001-41042 4.1 06/25/2024
4.9 Form of Senior Convertible Promissory Note (included as Exhibit A to Exhibit 4.8)
8-K 001-41042 4.2 06/25/2024
4.10 Indenture, dated as of June 12, 2025, between Rivian Holdings, LLC, Rivian, LLC, and Rivian Automotive, LLC and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
8-K 001-41042 4.1 06/12/2025
4.11 Form of certificate representing the 10.000% Senior Secured Green Notes due 2031 (included as Exhibit A to Exhibit 4.10).
8-K 001-41042 4.2 06/12/2025
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10.1# 2015 Long-Term Incentive Plan, as amended, and forms of option and restricted stock unit agreements thereunder
S-1/A 333-259992 10.1 11/01/2021
10.2# 2021 Incentive Award Plan and forms of option and restricted stock unit agreements thereunder
S-1/A 333-259992 10.2 11/01/2021
10.3# Form of Performance Stock Unit Award Agreement under the Rivian Automotive, Inc. 2021 Incentive Award Plan
10-Q 001-41042 10.3 08/08/2023
10.4# Non-Employee Director Compensation Program (effective April 1, 2023)
10-Q 001-41042 10.2 08/08/2023
10.5# 2021 Employee Stock Purchase Plan
S-1/A 333-259992 10.4 11/01/2021
10.6# Form of Indemnification Agreement for Directors and Officers
S-1/A 333-259992 10.5 11/01/2021
10.7+ Amended and Restated Credit Agreement, dated as of April 19, 2023, 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.
8-K 001-41042 10.1 04/19/2023
10.8# Employment Agreement by and between Rivian Automotive, LLC and Robert Joseph Scaringe
S-1/A 333-259992 10.7 11/01/2021
10.9# Employment Agreement by and between Rivian Automotive, LLC and Claire McDonough
S-1/A 333-259992 10.9 11/01/2021
10.10#* Employment Agreement by and between Rivian Automotive, LLC and Michael Callahan
10.11# Rivian Executive Bonus Plan
10-Q 001-41042 10.1 11/09/2022
10.12† Framework Agreement, dated as of September 16, 2019, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
S-1 333-259992 10.12 10/01/2021
10.13† Work Order No. #1 to the Framework Agreement, dated as of September 16, 2019, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.htm
S-1 333-259992 10.13 10/01/2021
10.14† Commercial Letter Agreement, dated as of February 15, 2019, by and between Rivian Automotive, Inc. and Amazon.com, Inc.
S-1 333-259992 10.14 10/01/2021
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10.15† Amendment to Commercial Letter Agreement, dated as of September 6, 2019, by and between Rivian Automotive, Inc. and Amazon.com, Inc.
S-1 333-259992 10.15 10/01/2021
10.16 Indenture, dated as of October 8, 2021, by and among Rivian Holdings, LLC, Rivian, LLC, Rivian Automotive, LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.
S-1/A 333-259992 10.19 10/22/2021
10.17 Note Purchase Agreement, dated as of October 8, 2021, by and among Rivian Holdings, LLC, Rivian, LLC, Rivian Automotive, LLC and the purchasers party thereto.
S-1/A 333-259992 10.20 10/22/2021
10.18† Amendment No. 1 to the Framework Agreement, dated as of October 26, 2021, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
10-K 001-41042 10.20 02/28/2023
10.19 Amendment to the Warrant to Purchase Series C Preferred Stock, dated as of October 31, 2021, by and between Rivian Automotive, Inc. and Amazon.com NV Investment Holdings LLC.
S-1/A 333-259992 10.21 11/01/2021
10.20 Economic Development Agreement, dated as of May 2, 2022, by and among Rivian Horizon, LLC, the State of Georgia and the Georgia Department of Economic Development, and Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County
8-K 001-41042 10.1 05/06/2022
10.21 First Amendment to Economic Development Agreement, dated as of September 26, 2023 by and among Rivian Horizon, LLC, the State of Georgia acting by and through the Georgia Department of Economic Development, and Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County
8-K 001-41042 10.1 09/29/2023
10.22 Rental Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC
8-K 001-41042 10.1 11/13/2023
10.23 Bond Purchase Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC
8-K 001-41042 10.2 11/13/2023
10.24 Option Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC
8-K 001-41042 10.3 11/13/2023
10.25† Amendment No. 2 to the Framework Agreement, dated as of January 1, 2023, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
10-K 001-41042 10.26 02/28/2023
10.26† Amendment No. 3 to the Framework Agreement, dated as of November 7, 2023, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
10-Q 001-41042 10.6 11/07/2023
10.27 Form of Capped Call Confirmations
8-K 001-41042 10.1 10/11/2023
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10.28 Form of Additional Capped Call Confirmations
8-K 001-41042 10.2 10/11/2023
10.29^† REV Tax Credit Agreement effective as of April 29, 2024, by and among Rivian Automotive, LLC, and Rivian, LLC, and the State of Illinois acting by and through the Department of Commerce and Economic Opportunity
8-K 001-41042 10.1 05/03/2024
10.30^† Transaction Agreement, dated as of November 12, 2024, by and among Rivian Automotive, Inc., Volkswagen International America Inc. and Volkswagen Aktiengesellschaft
8-K 001-41042 10.1 11/12/2024
10.31^† Investment Agreement, dated as of November 13, 2024, by and among Rivian Automotive, Inc., Volkswagen International America Inc. and Volkswagen Aktiengesellschaft
10-K 001-41042 10.34 02/24/2025
10.32^ Loan Agreement, dated as of November 13, 2024, by and between Rivian and VW Group Technology, LLC and Volkswagen Specter LLC
10-K 001-41042 10.35 02/24/2025
10.33^ Loan Agreement, dated as of November 13, 2024, by and between Rivian JV SPV, LLC, Rivian and VW Group Technology, LLC and Rivian Automotive, Inc.
10-K 001-41042 10.36 02/24/2025
10.34^† Loan Arrangement and Reimbursement and Sponsor Support Agreement, effective as of January 16, 2025, by and among Rivian New Horizon, LLC, Rivian Automotive, Inc. and the United States Department of Energy
8-K 001-41042 10.1 01/16/2025
10.35 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
8-K 001-41042 10.1 04/09/2025
10.36 Amendment No. 1 to Investment Agreement, dated as of April 17, 2025 by and among Rivian Automotive, Inc., Volkswagen International America Inc. and Volkswagen Aktiengesellschaft
10-Q 001-41042 10.2 05/06/2025
10.37† Letter Agreement, dated as of June 29, 2025, to the Investment Agreement, dated as of November 13, 2024, by and among Volkswagen International America Inc., Rivian Automotive, Inc., and Volkswagen Aktiengesellschaft
10-Q 001-41042 10.1 08/05/2025
10.38#* Form of Mind Robotics, LLC Common Unit Grant Agreement
19.1 Insider Trading Compliance Policy
10-K 001-41042 19.1 02/24/2025
21.1* List of Subsidiaries of Rivian Automotive, Inc.
23.1* Consent of KPMG, LLP, Independent Registered Public Accounting Firm
31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
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32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
97.1 Policy Relating to Recovery of Erroneously Awarded Compensation
10-K 001-41042 97.1 2/26/2024
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan.
† Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
ˆ Certain 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.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RIVIAN AUTOMOTIVE, INC.
By: /s/ Robert J. Scaringe
Robert J. Scaringe
Chief Executive Officer, Chairman of the Board of Directors
Date: February 12, 2026 (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Robert J. Scaringe
Chief Executive Officer, Chairman of the Board of Directors February 12, 2026
Robert J. Scaringe (Principal Executive Officer)
/s/ Claire McDonough
Chief Financial Officer February 12, 2026
Claire McDonough (Principal Financial Officer)
/s/ Sreela Venkataratnam Chief Accounting Officer February 12, 2026
Sreela Venkataratnam (Principal Accounting Officer)
/s/ Karen Boone Director February 12, 2026
Karen Boone
/s/ Sanford Schwartz Director February 12, 2026
Sanford Schwartz
/s/ Aidan Gomez Director February 12, 2026
Aidan Gomez
/s/ Peter Krawiec Director February 12, 2026
Peter Krawiec
/s/ Jay Flatley Director February 12, 2026
Jay Flatley
/s/ John Krafcik Director February 12, 2026
John Krafcik
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