FULLTEXT DEL 1 AV 3
10-Q – 2025-11-04 – rivn-20250930.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 001-41042
Rivian Automotive, Inc.
(Exact name of registrant as specified in its charter)
Delaware 14600 Myford Road
Irvine , California 92606
47-3544981
(State or other jurisdiction of incorporation or organization)
(Address of Principal executive offices) (ZIP Code)
(I.R.S. Employer Identification No.)
(888) 748-4261
N/A
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, $0.001 par value per share RIVN The Nasdaq Stock Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ☒
As of October 21, 2025, 1,222,000,615 shares of the registrant's Class A common stock were outstanding, and 3,912,500 shares of the registrant's Class B common stock were outstanding.
1
RIVIAN AUTOMOTIVE, INC.
FORM 10-Q
TABLE OF CONTENTS
Page
Forward-Looking Statements
2
Risk Factors Summary
2
Part I. Financial Information
4
Item 1. Financial Statements (unaudited)
4
Condensed Consolidated Balance Sheets
4
Condensed Consolidated Statements of Operations
5
Condensed Consolidated Statements of Comprehensive Loss
6
Condensed Consolidated Statements of Changes in Stockholders' Equity
7
Condensed Consolidated Statements of Cash Flows
8
Notes to Condensed Consolidated Financial Statements
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
27
Item 3. Quantitative and Qualitative Disclosures about Market Risk
40
Item 4. Controls and Procedures
40
Part II. Other Information
41
Item 1. Legal Proceedings
41
Item 1A. Risk Factors
42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
84
Item 3. Defaults Upon Senior Securities
84
Item 4. Mine Safety Disclosures
84
Item 5. Other Information
84
Item 6. Exhibits
85
Signatures
86
1
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Form 10-Q include, but are not limited to, statements regarding our future results of operations and financial position, industry and business trends, equity compensation, business strategy, plans, market growth, regulatory and political developments, litigation matters, intended use of proceeds from the 2029 Green Convertible Notes (as defined herein) and 2030 Green Convertible Notes (as defined herein), current and expected future investments by Volkswagen Group, funding of the DOE Loan (as defined herein) and our objectives for future operations.
The forward-looking statements in this Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part II, Item 1A “Risk Factors” and elsewhere in this Form 10-Q as well as in any subsequent filings. The forward-looking statements in this Form 10-Q are based upon information available to us as of the date of this Form 10-Q, and while we believe such information is a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
You should read this Form 10-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q with the understanding that our actual future results, performance, and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Form 10-Q, whether as a result of any new information, future events or otherwise.
As used in this Form 10-Q, unless otherwise stated or the context requires otherwise, references to “Rivian,” the “Company,” “we,” “us,” and “our,” refer to Rivian Automotive, Inc. and its consolidated subsidiaries.
RISK FACTORS SUMMARY
Our business is subject to a number of risks and uncertainties, including those described in Part II, Item 1A “Risk Factors” of this Form 10-Q. The principal risks and uncertainties affecting our business include the following:
• We are a growth stage company with limited operating history and a history of losses. We expect to incur significant expenses and continuing losses for the foreseeable future and may not be able to achieve or maintain profitability in the future.
• We expect to continue to incur significant cost of revenues, operating expenses, and capital expenditures, and we may underestimate or not effectively manage the cost of revenues, operating expenses, and capital expenditures associated with our business and operations.
• We will require additional financings to raise capital to support our business, which may not be available in a timely manner, on terms that are acceptable, or at all.
• The success of our business depends on attracting and retaining a large number of consumers and maintaining strong demand for our vehicles, software and services. If we are unable to do so, we will not be able to achieve profitability.
• The automotive market is highly competitive, and we may not be successful in competing in this industry.
• Our future growth is dependent on the demand for, and upon customers’ willingness to adopt, electric vehicles (“EVs”).
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• Our long-term results depend upon our ability to successfully introduce, integrate, and market new products and services, which may expose us to new and increased challenges and risks, and any inability to do so could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.
• We are subject to risks associated with our joint venture with Volkswagen Group, including that a significant portion of our software and services revenues has been from Volkswagen Group. If the Joint Venture does not meet its operational objectives, or we do not achieve the anticipated incremental benefits and future revenue opportunities as a result of the Joint Venture then our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.
• We may be subject to risks associated with additional strategic alliances or acquisitions.
• We have experienced, and may in the future experience, significant delays in the manufacture and delivery of our vehicles, which could harm our business, prospects, financial condition, results of operations, and cash flows.
• We have experienced, and could experience in the future, cost increases and disruptions in supply of raw materials or other components used in our vehicles.
• We are dependent on our existing vendors and suppliers, a significant number of which are single or limited source suppliers, and are also dependent on our ability to source suppliers, for our critical components, and to complete the building out of our supply chain, while effectively managing the risks due to such relationships.
• We may not be able to accurately estimate the supply and demand for our vehicles, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenues and profits. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.
• A significant portion of our automotive revenues has been from one customer that is an affiliate of one of our principal stockholders. If we are unable to maintain this relationship, or if this customer purchases significantly fewer vehicles than we currently anticipate, then our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.
• We are highly dependent on the services and reputation of Robert J. Scaringe, our Founder and Chief Executive Officer (“CEO”).
• The unavailability, reduction or elimination of government and economic incentives and credits could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.
• We may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives, including regulatory credits, for which we apply or on which we rely. As a result, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.
• Breaches in data security, failure of Technology Systems, cyber attacks or other security or privacy-related incidents affecting us or our vendors and suppliers could have a material adverse effect on our reputation and brand, harm our business, prospects, financial condition, results of operations, and cash flows and subject us to legal or regulatory fines or damages.
• We are, and may in the future become, subject to patent, trademark, and/or other intellectual property infringement claims, which may be time-consuming, cause us to incur significant liability, and increase our costs of doing business.
• Our business has been and may continue to be adversely affected by trade tariffs or other trade barriers.
• We are subject to export and import control laws, and non-compliance with such laws can subject us to criminal liability and other serious consequences, which can harm our business.
• Our vehicles are subject to motor vehicle safety standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.
• We may be exposed to delays, limitations, and risks related to permits and other approvals required to build, operate, or expand operations at our manufacturing facilities and face risks in connection with the construction and development of facilities to support R2 in our Normal Factory and our Stanton Springs North Facility.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
RIVIAN AUTOMOTIVE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
(unaudited)
December 31, 2024 September 30, 2025
ASSETS
Current assets:
Cash and cash equivalents (Note 5)
$ 5,294 $ 4,441
Short-term investments ( Note 5 )
2,406 2,647
Accounts receivable, net 443 203
Inventory (Note 6)
2,248 1,638
Other current assets 192 346
Total current assets 10,583 9,275
Property, plant, and equipment, net (Note 7)
3,965 4,837
Operating lease assets, net 416 552
Other non-current assets 446 553
Total assets $ 15,410 $ 15,217
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 499 $ 554
Accrued liabilities (Note 9)
835 1,388
Current portion of deferred revenues, lease liabilities, and other liabilities 917 1,483
Total current liabilities 2,251 3,425
Long-term debt (Note 8)
4,441 4,438
Non-current lease liabilities 379 529
Other non-current liabilities 1,777 1,741
Total liabilities 8,848 10,133
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred stock, $ 0.001 par value; 10 shares authorized and 0 shares issued and outstanding as of December 31, 2024 and September 30, 2025
— —
Common stock, $ 0.001 par value; 3,508 and 5,258 shares authorized and 1,131 and 1,226 shares issued and outstanding as of December 31, 2024 and September 30, 2025, respectively (Note 14)
1 1
Additional paid-in capital 29,866 31,198
Accumulated deficit ( 23,305 ) ( 26,140 )
Accumulated other comprehensive (loss) income ( 4 ) 7
Noncontrolling interest 4 18
Total stockholders' equity 6,562 5,084
Total liabilities and stockholders' equity $ 15,410 $ 15,217
See accompanying notes to these condensed consolidated financial statements.
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RIVIAN AUTOMOTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2024 2025 2024 2025
Automotive $ 776 $ 1,142 $ 2,966 $ 2,991
Software and services 98 416 270 1,110
Total revenues (Note 3)
874 1,558 3,236 4,101
Automotive 1,155 1,272 4,283 3,364
Software and services 111 262 323 713
Total cost of revenues 1,266 1,534 4,606 4,077
Gross profit ( 392 ) 24 ( 1,370 ) 24
Operating expenses
Research and development 350 453 1,239 1,244
Selling, general, and administrative 427 554 1,419 1,532
Total operating expenses 777 1,007 2,658 2,776
Loss from operations ( 1,169 ) ( 983 ) ( 4,028 ) ( 2,752 )
Interest income 95 76 302 229
Interest expense (Note 8)
( 87 ) ( 69 ) ( 237 ) ( 210 )
Gain (loss) on convertible notes, net ( Note 8 )
60 — ( 30 ) —
Other income (expense), net 1 ( 191 ) ( 8 ) ( 86 )
Loss before income taxes ( 1,100 ) ( 1,167 ) ( 4,001 ) ( 2,819 )
Provision for income taxes (Note 10)
— 1 ( 2 ) ( 3 )
Net loss $ ( 1,100 ) $ ( 1,166 ) ( 4,003 ) ( 2,822 )
Less: Net income attributable to noncontrolling interest — 7 — 13
Net loss attributable to common stockholders $ ( 1,100 ) $ ( 1,173 ) $ ( 4,003 ) $ ( 2,835 )
Net loss attributable to common stockholders, basic and diluted $ ( 1,100 ) $ ( 1,173 ) $ ( 4,003 ) $ ( 2,835 )
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted (Note 14)
$ ( 1.08 ) $ ( 0.96 ) $ ( 4.01 ) $ ( 2.42 )
Weighted-average common shares outstanding, basic and diluted 1,014 1,220 998 1,171
*The prior periods have been recast to conform to current period presentation.
See accompanying notes to these condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in millions)
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2024 2025 2024 2025
Net loss $ ( 1,100 ) $ ( 1,166 ) $ ( 4,003 ) $ ( 2,822 )
Other comprehensive income 5 1 1 12
Comprehensive loss ( 1,095 ) ( 1,165 ) ( 4,002 ) ( 2,810 )
Less: Comprehensive income attributable to noncontrolling interest — 7 — 14
Comprehensive loss attributable to common stockholders $ ( 1,095 ) $ ( 1,172 ) $ ( 4,002 ) $ ( 2,824 )
See accompanying notes to these condensed consolidated financial statements.
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RIVIAN AUTOMOTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions)
(unaudited)
Common stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive income / (loss) Non-controlling Interest Total
Shares Amount
BALANCE - December 31, 2023 968 $ 1 $ 27,695 $ ( 18,558 ) $ 3 $ — $ 9,141
Capital stock issuance 26 — 1 — — — 1
Stock-based compensation — — 374 — — — 374
Other comprehensive loss — — — — ( 1 ) — ( 1 )
Net loss — — — ( 1,446 ) — — ( 1,446 )
BALANCE - March 31, 2024 994 1 28,070 ( 20,004 ) 2 — 8,069
Capital stock issuance including employee stock purchase plan 14 — 31 — — — 31
Stock-based compensation — — 178 — — — 178
Other comprehensive loss — — — — ( 3 ) — ( 3 )
Net loss — — — ( 1,457 ) — — ( 1,457 )
BALANCE - June 30, 2024 1,008 1 28,279 ( 21,461 ) ( 1 ) — 6,818
Capital stock issuance 13 — 4 — — — 4
Stock-based compensation — — 172 — — — 172
Other comprehensive income — — — — 5 — 5
Net loss — — — ( 1,100 ) — — ( 1,100 )
BALANCE - September 30, 2024 1,021 $ 1 $ 28,455 $ ( 22,561 ) $ 4 $ — $ 5,899
BALANCE - December 31, 2024 1,131 $ 1 $ 29,866 $ ( 23,305 ) $ ( 4 ) $ 4 $ 6,562
Capital stock issuance 15 — 2 — — — 2
Stock-based compensation — — 204 — — — 204
Other comprehensive income — — — — 3 — 3
Net (loss) income — — — ( 545 ) — 4 ( 541 )
BALANCE - March 31, 2025 1,146 1 30,072 ( 23,850 ) ( 1 ) 8 6,230
Capital stock issued to Volkswagen Group
52 — 745 — — — 745
Capital stock issuance including employee stock purchase plan 16 — 33 — — — 33
Stock-based compensation — — 178 — — — 178
Other comprehensive income — — — — 7 1 8
Net (loss) income — — — ( 1,117 ) — 2 ( 1,115 )
BALANCE - June 30, 2025 1,214 1 31,028 ( 24,967 ) 6 11 6,079
Capital stock issuance 12 — ( 1 ) — — — ( 1 )
Stock-based compensation — — 171 — — — 171
Other comprehensive income — — — — 1 — 1
Net (loss) income — — — ( 1,173 ) — 7 ( 1,166 )
BALANCE - September 30, 2025 1,226 $ 1 $ 31,198 $ ( 26,140 ) $ 7 $ 18 $ 5,084
See accompanying notes to these condensed consolidated financial statements.
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RIVIAN AUTOMOTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
Nine Months Ended September 30,
2024 2025
Cash flows from operating activities:
Net loss $ ( 4,003 ) $ ( 2,822 )
Depreciation and amortization 813 583
Stock-based compensation expense 538 551
Gain on equity method investment — ( 101 )
Loss on convertible notes, net 30 —
Other non-cash activities 99 ( 6 )
Changes in operating assets and liabilities:
Accounts receivable, net ( 57 ) 267
Inventory ( 208 ) 511
Other assets ( 41 ) ( 26 )
Accounts payable and accrued liabilities ( 339 ) 488
Deferred revenues 65 495
Other liabilities 204 ( 38 )
Net cash used in operating activities ( 2,899 ) ( 98 )
Cash flows from investing activities:
Purchases of equity securities and short-term investments ( 2,476 ) ( 2,571 )
Sales of equity securities and short-term investments — 107
Maturities of short-term investments 2,696 2,204
Capital expenditures ( 814 ) ( 1,247 )
Net cash used in investing activities ( 594 ) ( 1,507 )
Cash flows from financing activities:
Proceeds from stock-based compensation programs 36 34
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 1,000 —
Other financing activities ( 4 ) ( 37 )
Net cash provided by financing activities 1,032 747
Effect of exchange rate changes on cash and cash equivalents — 5
Net change in cash ( 2,461 ) ( 853 )
Cash, cash equivalents, and restricted cash—Beginning of period 7,857 5,294
Cash, cash equivalents, and restricted cash—End of period $ 5,396 $ 4,441
Supplemental disclosure of non-cash investing and financing activities:
Capital expenditures included in liabilities $ 369 $ 499
Capital stock issued to settle bonuses $ 179 $ 47
Right-of-use assets obtained in exchange for operating lease liabilities $ 122 $ 224
*The prior period has been recast to conform to current period presentation.
See accompanying notes to these condensed consolidated financial statements.
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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 was formed for the purpose of developing and building category-defining electric vehicles (“EVs”), and software and services that address the entire lifecycle of the vehicle, directly to customers in the consumer and commercial markets. The nature of the Company’s operations is primarily the production and sale of EVs in the United States. The Company analyzes the results of the business through the following reportable segments: Automotive and Software and Services.
Basis of Presentation - Interim Financial Statements
The accompanying condensed 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 interim financial information. Accordingly, they do not include all disclosures, including certain notes, required by U.S. GAAP on an annual reporting basis. These condensed consolidated financial statements are unaudited and, 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. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“Form 10-K”). Certain amounts in the prior period condensed 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 and records its share of earnings or losses using the equity method of accounting for investments that enable the Company to exercise significant influence over an unconsolidated entity. Intercompany balances and transactions have been eliminated in consolidation.
Rivian and Volkswagen Group Technologies, LLC
In connection with the formation of Rivian and Volkswagen Group Technologies, LLC (the “Joint Venture”), the Company and Volkswagen AG and its affiliates (“Volkswagen Group”) entered into an investment agreement (“Investment Agreement”) for additional equity investments in the Company, including an investment pursuant to the achievement of the Financial Milestone defined in the Investment Agreement (see Note 1 to the Form 10-K for more information). As of March 31, 2025, the Financial Milestone was achieved and accordingly, on June 30, 2025, the Company received $ 1,000 million 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 Condensed Consolidated Balance Sheets . As a result of the transaction, Volkswagen Group became a related party of the Company on June 30, 2025 (see Note 3 "Revenues" for more information on deferred revenues and Note 12 “Related Party Transactions” ).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
Accounting estimates are an integral part of the condensed 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. The Company believes that the accounting estimates and related
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
assumptions employed in the condensed 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.
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 Condensed 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 Automotive cost of revenues in the Condensed Consolidated Statements of Operations and cash flows in “Cash flows from operating activities” in the Condensed 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 amount were not material as of December 31, 2024 and September 30, 2025. These derivatives are economic hedges used to manage overall price risk and have not been designated as hedging instruments. During the three and nine months ended September 30, 2024 and 2025, gains and losses resulting from changes in fair value were not material.
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 September 30, 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 September 30, 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 3 "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 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
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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.
Equity Method Investments
The Company applies the equity method of accounting to investments in entities over which the Company has significant influence.
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 Condensed 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, participate in dividends on an as-converted basis, and entitle the holder to receive the original issue price of the shares plus any declared and unpaid dividends in preference to holders of common shares in the event of a Deemed Liquidation (as defined in Also’s Articles of Incorporation). The Company’s ownership percentage of the outstanding shares of Also as of March 31, 2025 was 49.8 %, with Eclipse Ventures owning the remaining share, received in exchange for $ 105 million.
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 %. The gain associated with the adjustment to the carrying value of the Company‘s equity method investment resulting from the recent funding round is not material.
The Also Board is currently comprised of four seats. Eclipse Ventures and the Company have each appointed one member of the Also Board of Directors, 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. The Company has significant influence over Also as a result of the Company’s 40.6 % ownership interest, which is determined to be in-substance common stock, and dedicated Director. The Company’s share of Also’s results of operations is recorded in “Other income (expense), net” in the Condensed Consolidated Statements of Operations on a one-quarter lag, and Also is a related party of the Company. The Company’s share of Also’s results of operations recorded in “Other income (expense), net” in the Condensed Consolidated Statements of Operations was not material for the three and nine months ended September 30, 2025.
The Company‘s related party transactions with Also during the three and nine months ended September 30, 2025 were not material.
Joint Venture Deferred Compensation Program
In addition to the Company's 2015 Long-Term Incentive Plan and 2021 Incentive Award Plan (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 11 "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-
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
current assets” on the Condensed Consolidated Balance Sheets , with unrealized holding gains and losses recorded in Other income (expense), net in the Condensed Consolidated Statements of Operations . The accrued liability for deferred compensation also is carried at fair value within “Accrued liabilities” on the Condensed Consolidated Balance Sheets , with changes in fair value recorded to compensation expense in the Condensed 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 Condensed 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 September 30, 2025. For the three and nine months ended September 30, 2025, unrealized holding gains and losses on the investment in equity securities and deferred compensation expense were not material.
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 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, 2025.
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.
3. REVENUES
The following table disaggregates revenue by major source (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2024 2025 2024 2025
New electric vehicles $ 768 $ 1,141 $ 2,940 $ 2,829
Regulatory credits 8 1 26 167
Software and services 98 416 270 1,105
Total revenues $ 874 $ 1,558 $ 3,236 $ 4,101
New Electric Vehicles
New EV revenues are primarily derived from the sale of consumer and commercial EVs, and related promises that meet the definition of a performance obligation, including over-the-air (“OTA”) vehicle software updates. Revenue from the sale of EVs is recognized at the point in time when control transfers to the customer, which generally occurs upon delivery. As the OTA vehicle software updates represent a stand-ready obligation to provide these services, revenue related to OTA vehicle software updates is recognized ratably throughout the performance period, beginning when control of the vehicle is transferred to the customer and continuing through the estimated useful life of the EV.
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
12
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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.
The Company’s revenues from new EV sales to Chase Bank, with Chase Bank entering into leasing arrangements with consumers for purchased vehicles, were approximately 42 % and 45 % of the Company‘s total revenues during the three months ended September 30, 2024 and 2025, respectively, and approximately 39 % and 42 % during the nine months ended September 30, 2024 and 2025, respectively. 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 Condensed 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 reevaluates 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 September 30, 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”) and greenhouse gas. 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. Many of the programs governing such tradable credits have been or may be modified or are being phased out, and the Company‘s ability to continue earning and selling the corresponding credits is uncertain at this time.
Software and Services
Software and services revenues consist primarily of services provided by the Joint Venture to further develop, customize, and enhance Rivian’s existing vehicle electrical architecture technology and software for use in the customer’s future vehicle programs, sales of vehicle trade-ins and pre-owned Rivian EVs (“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 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 on June 30, 2025 for the achievement of the Financial Milestone (see Note 1 "Presentation and Nature of Operations" ),
• $ 210 million to be received no later than January 3, 2028 as part of the Start of Production Milestone payment (see Note 1 to the Form 10-K for more information), and
• $ 201 million in noncash consideration paid by Volkswagen Group in the form of a loan commitment (see Note 8 "Debt" ).
13
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The majority of the transaction price is included in the Company’s contract liabilities as of September 30, 2025, and the Company expects to recognize the corresponding revenue over approximately three years , with the amount of revenue recognized each period gradually increasing over time as the Joint Venture ramps its operations and the level of effort increases. It is reasonably possible that the Company’s expectations could change over time, according to the pattern of 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. Accordingly, the pattern of revenue recognized could be adjusted over time and ultimately differ from current expectations. The Company recognized $ 0 million and $ 214 million for the three months ended September 30, 2024 and 2025, respectively, and $ 0 million and $ 563 million for the nine months ended September 30, 2024 and 2025, respectively, of revenue for the combined performance obligation with Volkswagen Group, a related party of the Company.
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.
Contract Liabilities
The Company recognizes contract liabilities when payments are received or due before the related performance obligation is satisfied. The Company’s contract liabilities are primarily the result of consideration received in advance for the Joint Venture’s combined performance obligation, as well as payments for vehicles collected prior to delivery of EVs, generally satisfied as vehicles are delivered, OTA vehicle software updates, generally satisfied over the estimated useful life of the EV, and extended vehicle repair and maintenance contracts, satisfied over the coverage period. The Company’s contract liabilities exclude fully-refundable customer deposits. The following table summarizes the Company’s contract liabilities recorded by line item on the Condensed Consolidated Balance Sheets (in millions):
December 31, 2024 September 30, 2025
Current portion of deferred revenues, lease liabilities, and other liabilities $ 552 $ 1,051
Other non-current liabilities 1,288 1,284
Total contract liabilities $ 1,840 $ 2,335
As of December 31, 2024 and September 30, 2025, $ 1,526 million and $ 1,739 million, respectively, of the Company’s contract liabilities 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 12 “Related Party Transactions” for contract liabilities corresponding to Amazon.com, Inc. and its affiliates (“Amazon”). Deferred revenues recognized from contract liability balances as of December 31, 2023 and 2024 were $ 7 million and $ 115 million for the three months ended September 30, 2024 and 2025, respectively, and $ 79 million and $ 426 million for the nine months ended September 30, 2024 and 2025, respectively.
14
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
4. 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 Condensed Consolidated Balance Sheets (in millions):
December 31, 2024 September 30, 2025
Current portion of deferred revenues, lease liabilities, and other liabilities $ 146 $ 199
Other non-current liabilities 327 292
Total warranty reserve $ 473 $ 491
Warranty expense is recorded as a component of automotive cost of revenues in the Company’s Condensed Consolidated Statements of Operations . The following table presents the warranty and field service action activity within the reserve (in millions):
Three months ended September 30, Nine Months Ended September 30,
2024 2025 2024 2025
Beginning balance $ 389 $ 488 $ 275 $ 473
Warranties issued in period 70 37 176 135
Adjustments to pre-existing warranties 4 ( 5 ) 43 ( 38 )
Warranty costs incurred ( 16 ) ( 29 ) ( 47 ) ( 79 )
Ending balance $ 447 $ 491 $ 447 $ 491
15
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
5. 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 Condensed 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 Condensed 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 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 September 30, 2025
Level Amount
(in millions) Level Amount
(in millions)
Cash and cash equivalents:
Cash $ 1,157 $ 1,858
Money market funds 1 3,868 1 2,579
Commercial paper 2 184 2 4
United States Treasury securities 1 60 1 —
Other items 1
2 25 2 —
Total cash and cash equivalents $ 5,294 $ 4,441
Short-term investments:
United States Treasury securities 1 $ 993 1 $ 894
Term deposits 2 475 2 600
Commercial paper 2 378 2 409
Corporate bonds 2 374 2 445
Certificates of deposit 2 141 2 256
Other items 2
2 45 2 43
Total short-term investments 3
$ 2,406 $ 2,647
Total cash and cash equivalents and short-term investments $ 7,700 $ 7,088
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 September 30, 2025, $ 289 million and $ 178 million is due between 12 and 24 months, respectively.
As of December 31, 2024 and September 30, 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” for more information about the fair value of the Company’s derivative instruments and investments in equity securities and Note 8 "Debt" for more information about the fair value of the Company’s debt.
16
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
6. INVENTORY
The following table summarizes the components of “Inventory” on the Condensed Consolidated Balance Sheets (in millions):
December 31, 2024 September 30, 2025
Raw materials and work in progress $ 1,351 $ 905
Finished goods 897 733
Total inventory $ 2,248 $ 1,638
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 balance of the Company’s inventory was written down by $ 66 million and $ 24 million from its cost to its net realizable value as of December 31, 2024 and September 30, 2025, respectively. Additionally, the Company had a liability for LCNRV losses related to firm purchase commitments of $ 5 million and $ 0 million as of December 31, 2024 and September 30, 2025, respectively.
7. PROPERTY, PLANT, AND EQUIPMENT, NET
The following table summarizes the components of “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets (in millions):
December 31, 2024 September 30, 2025
Land, buildings, and building improvements $ 1,085 $ 1,117
Leasehold improvements 502 598
Machinery, equipment, vehicles, and office furniture 3,925 4,217
Computer equipment, hardware, and software 610 670
Construction in progress 621 1,545
Total property, plant, and equipment 6,743 8,147
Accumulated depreciation and amortization ( 2,778 ) ( 3,310 )
Total property, plant, and equipment, net $ 3,965 $ 4,837
Depreciation and amortization expense for property, plant and equipment was $ 248 million and $ 175 million for the three months ended September 30, 2024 and 2025, respectively, and $ 791 million and $ 550 million for the nine months ended September 30, 2024 and 2025, respectively.
17
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
8. DEBT
The following table summarizes the Company’s outstanding debt:
December 31, 2024 September 30, 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 ) ( 37 )
Long-term debt, less unamortized discount and debt issuance costs $ 4,441 $ 4,438
2026 Notes
In June 2025, the Company paid in full the outstanding $ 1,250 million aggregate principal amount of senior secured floating rate notes due October 2026 (the “2026 Notes”) plus accrued interest of $ 20 million. Unamortized discount and debt issuance costs were recorded to “Interest expense” in the Condensed 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 green convertible unsecured senior notes due March 2029 (the “2029 Green Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“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.
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 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 September 30, 2025, the fair value of the 2029 Green Convertible Notes was $ 1,591 million and $ 1,560 million, respectively.
2030 Green Convertible Notes
In October 2023, the Company issued $ 1,725 million principal amount of green convertible unsecured senior notes due October 2030 (“2030 Green Convertible Notes”) 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.
18
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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 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 September 30, 2025, the fair value of the 2030 Green Convertible Notes was $ 1,611 million and $ 1,589 million, respectively.
The Company has used and 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.
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 September 30, 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 September 30, 2025, the fair value of the 2031 Green Secured Notes was $ 1,164 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. Availability under the ABL Facility is based on the lesser of the borrowing base and the committed $ 1,500 million cap and reduced by borrowings and the issuance of letters of credit, with a letter of credit sub-limit of $ 1,000 million.
19
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
As of September 30, 2025, the Company had no borrowings under the ABL Facility and $ 196 million of letters of credit outstanding, resulting in availability under the ABL Facility of $ 598 million after giving effect to the borrowing base and the outstanding letters of credit. As of September 30, 2025, the Company was in compliance with all covenants required by the ABL Facility.
Department of Energy Loan
In January 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 (“FFB”) to the Borrower under DOE’s Advanced Technology Vehicles Manufacturing Program (the “ATVM Program”).
Any 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 advance, the Borrower achieving certain vehicle sales metrics prior to the first Note A advance and first Note B 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.
Volkswagen Group Loan Commitment
In November 2024, 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 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. 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 Condensed Consolidated Balance Sheets (see Note 3 "Revenues" for more information).
9. ACCRUED LIABILITIES
The following table summarizes the components of “Accrued liabilities” on the Condensed Consolidated Balance Sheets (in millions):
December 31, 2024 September 30, 2025
Payroll and related costs $ 167 $ 318
Capital expenditures 306 398
Inventory 119 122
Other products and services 93 101
Other 150 449
Total accrued liabilities $ 835 $ 1,388
Included within “Other” above is $ 250 million for the settlement of pending securities class action litigation (which is subject to court approval) discussed in Note 13 “ Commitments and Contingencies ” . During the three months ended September 30, 2025, certain restructuring actions occurred in order to reduce costs and improve efficiency, and the corresponding
20
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
severance expenses recognized were $ 15 million. As of September 30, 2025, accrued liabilities for severance expenses were $ 18 million.
10. INCOME TAXES
The Company’s provision for income taxes was not material and the effective tax rate was 0 % for the three and nine months ended September 30, 2024 and 2025. The Company maintains a valuation allowance on all deferred tax assets except in certain foreign jurisdictions, as it has concluded that it is more likely than not that these assets will not be utilized.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA”) was signed into law, introducing significant changes to the U.S. federal income tax code. The OBBBA includes provisions affecting corporate tax rates on specified eligible income, timing of tax deductibility of depreciation, interest expense, and research and development costs, and the taxation of foreign income. Because of the full valuation allowance in the United States, there was no impact to income tax expense reported during the three and nine months ended September 30, 2025. The impact of the new legislation will be included in the Company's Form 10-K “Income Taxes” disclosure for the year ended December 31, 2025.
11. STOCK-BASED COMPENSATION
Stock Plans
The Company's Stock Plans permit the grant of RSUs, stock options, and other stock-based awards to employees, non-employees including directors, and consultants.
The following table summarizes the Company’s restricted stock unit activity during the nine months ended September 30, 2025:
RSUs
Number of shares
(in millions) Weighted-average grant-date fair value
Outstanding at December 31, 2024 61 $ 14.10
Granted 58 $ 11.70
Vested ( 39 ) $ 14.08
Forfeited ( 7 ) $ 13.46
Outstanding at September 30, 2025 73 $ 12.30
Vested and expected to vest at September 30, 2025 73 $ 12.30
Stock option activity during the nine months ended September 30, 2025 was not material.
As of September 30, 2025, the Company’s unrecognized stock-based compensation expense for unvested awards was $ 959 million, which is expected to be recognized over a weighted-average period of 1.8 years and 4.4 years for RSUs and stock options outstanding, respectively.
21
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
12. 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 Condensed 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 16 "Variable Interest Entities" for information about the consolidation of the Joint Venture and Note 3 "Revenues" for information about revenues and contract liabilities associated with Volkswagen Group.
Amazon
The Company recorded $ 171 million and $ 298 million for the three months ended September 30, 2024 and 2025, respectively, and $ 742 million and $ 573 million for the nine months ended September 30, 2024 and 2025, respectively, in revenues from Amazon in the Condensed Consolidated Statements of Operations , primarily within the automotive segment and related to the sale of EDVs. As of December 31, 2024 and September 30, 2025, the uncollected amounts related to Electric Delivery Van (“EDV”) revenues in “Accounts receivable, net” on the Condensed Consolidated Balance Sheets were $ 68 million and $ 31 million, respectively. Contract liabilities related to EDV revenues were $ 135 million, primarily for extended service contracts, as of December 31, 2024 and $ 372 million, primarily for advance payments and extended service contracts, as of September 30, 2025 (refer to Note 3 "Revenues" for more information).
In June 2025, the Company began selling Rivian Adventure Gear via the Amazon.com platform. For the three and nine months ended September 30, 2025, sales commissions paid to Amazon were not material.
The Company obtains data services, including hosting, storage, and compute from Amazon. Expenses related to these services were $ 25 million and $ 59 million for the three months ended September 30, 2024 and 2025, respectively, and $ 65 million and $ 120 million during the nine months ended September 30, 2024 and 2025, respectively. As of December 31, 2024 and September 30, 2025, the unpaid amounts related to these services were not material.
13. COMMITMENTS AND CONTINGENCIES
Legal Proceedings and Loss Contingencies
The Company records an accrued liability for loss contingencies that it determines are probable and estimable. 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 litigation including product liability claims 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 September 30, 2025, the Company recorded approximately $ 110 million and $ 375 million, respectively, for estimated contingent losses in “Accrued liabilities” on the Condensed Consolidated Balance Sheets . As of September 30, 2025, the Company estimates it is reasonably possible that losses in excess of the accrued liability could occur, up to approximately $ 475 million, or an excess of $ 100 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
22
RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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 filed lawsuits against Rivian Automotive, Inc., certain of the Company’s officers and directors, and the Company’s initial public offering (“IPO”) underwriters on behalf of a putative class of purchasers of common stock in the Company’s initial public offering (“IPO”) (the “Plaintiffs”). 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. The anticipated corresponding settlement payment of $ 250 million is reflected in “Accrued liabilities” on the Condensed Consolidated Balance Sheets and “Other income (expense), net” in the Condensed Consolidated Statements of Operations . The expense recognized during the three months ended September 30, 2025 was reduced by $ 67 million in related insurance recoveries that the Company has determined are probable of receipt, reflected in “Other current assets” on the Condensed Consolidated Balance Sheets . If approved by the court, the Company expects the settlement amount to be paid within the next 12 months.
Unconditional Purchase Obligations
In May 2025, the Company amended and extended the data services agreement with Amazon, including the corresponding unrecognized commitments that require the future purchase of services (“unconditional purchase obligations”). Future payments under these unconditional purchase obligations are included in the table below, which presents all of the Company’s future payments under unconditional purchase obligations having a remaining term in excess of one year as of September 30, 2025 (in millions):
Total Future Payments
2025 $ 38
2026 168
2027 198
2028 and thereafter 189
Total $ 593
14. STOCKHOLDERS’ EQUITY AND NET LOSS PER SHARE
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 September 30, 2025, 1,123 million and 1,222 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 September 30, 2025, 8 million and 4 million shares, respectively, of Class B common stock were issued and outstanding. As of December 31, 2024 and September 30, 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.
Because the rights of the holders of Class A and Class B common stock, including liquidation and dividend rights, are identical except with respect to voting and conversion rights, undistributed earnings are allocated on a proportionate basis. 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, unvested RSUs, stock options, shares underlying the Company’s 2021 Employee Stock Purchase Plan (“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, in the case of the Green Convertible Notes, unsecured convertible promissory note due June 2026 issued to Volkswagen Group in June 2024 and converted into shares of the Company’s Class A common stock in December 2024 (“2026 Convertible Note”), stock options with a market condition, and other stock-based awards. The following table presents the number of potential
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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):
Three and Nine Months Ended
September 30,
2024 2025
Green Convertible Notes 149 149
2026 Convertible Note 83 —
Stock warrants 12 12
Stock options 61 61
RSUs, ESPP, and other stock-based awards 73 79
Total 378 301
Privately negotiated capped call transactions (“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 as 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):
Three Months Ended September 30, Nine Months Ended September 30,
2024 2025 2024 2025
Numerator
Net loss attributable to Rivian $ ( 1,100 ) $ ( 1,173 ) $ ( 4,003 ) $ ( 2,835 )
Net loss attributable to common stockholders, basic and diluted $ ( 1,100 ) $ ( 1,173 ) $ ( 4,003 ) $ ( 2,835 )
Denominator
Weighted-average Class A and Class B common shares outstanding - basic 1,014 1,220 998 1,171
Effect of dilutive securities — — — —
Weighted-average Class A and Class B common shares outstanding - diluted 1,014 1,220 998 1,171
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ ( 1.08 ) $ ( 0.96 ) $ ( 4.01 ) $ ( 2.42 )
15. 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 CEO has been identified as the CODM. The Company analyzes the results of the business through the following 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
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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.
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):
Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025
Automotive Software and Services Consolidated Automotive Software and Services Consolidated
Revenues $ 1,142 $ 416 $ 1,558 $ 2,991 $ 1,110 $ 4,101
Cost of revenues ( 1,272 ) ( 262 ) ( 1,534 ) ( 3,364 ) ( 713 ) ( 4,077 )
Gross profit $ ( 130 ) $ 154 $ 24 $ ( 373 ) $ 397 $ 24
Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024
Automotive Software and Services Consolidated Automotive Software and Services Consolidated
Revenues $ 776 $ 98 $ 874 $ 2,966 $ 270 $ 3,236
Cost of revenues ( 1,155 ) ( 111 ) ( 1,266 ) ( 4,283 ) ( 323 ) ( 4,606 )
Gross profit $ ( 379 ) $ ( 13 ) $ ( 392 ) $ ( 1,317 ) $ ( 53 ) $ ( 1,370 )
16. VARIABLE INTEREST ENTITIES
Rivian and Volkswagen Group Technologies, LLC
In November 2024, the Company established Rivian and Volkswagen Group Technologies, LLC with Volkswagen Group as a joint venture with a focus on software, electronic control units and related network architecture design and development.
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RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The 50 % equity interests held by Volkswagen Group and its corresponding portion of net income are reflected in stockholders’ equity on the Condensed Consolidated Balance Sheets as “Noncontrolling interest” and in the Condensed 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 September 30, 2025, the consolidated assets of the Joint Venture were approximately $ 728 million and primarily comprised of cash and equity securities held in trust (see Note 2 "Joint Venture Deferred Compensation Program" for more information). As of December 31, 2024, the consolidated liabilities of the Joint Venture were approximately $ 155 million and primarily comprised of the current portion of deferred revenue. As of September 30, 2025, the consolidated liabilities of the Joint Venture were approximately $ 466 million and primarily comprised of the current portion of deferred revenue and accrued liabilities.
17. SUBSEQUENT EVENTS
In November 2025, the Company established a newly-formed entity to focus on advancement of industrial AI and robotics, which included external seed capital of approximately $ 110 million. The Company is assessing the impact of the transaction on the consolidated financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with the condensed consolidated financial statements and related notes included in Part I, Item 1 "Financial Statements" of this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as our audited consolidated financial statements and related notes as disclosed in our Form 10-K for the year ended December 31, 2024. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in this Form 10-Q, particularly those identified under Part II, Item 1A “Risk Factors” . Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
Rivian is an American automotive manufacturer that develops and builds category-defining EVs, as well as software and services that address the entire lifecycle of the vehicle. We create innovative and technologically advanced products that are designed to excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Our vehicles are built in the United States and are sold directly to customers in the consumer and commercial vehicle markets. Whether taking families on new adventures or electrifying fleets at scale, our vehicles all share a common goal — preserving the natural world for generations to come.
We believe our competitive advantage stems from our product and brand differentiation through vertically integrated technologies as well as our direct-to-customer sales and service model. These technologies include our zonal network architecture and associated in-vehicle electronic control units, full vehicle software stack, in-house autonomy platform, and propulsion platform. Product performance benefits from the ability to fully control and continually enhance virtually every aspect of our vehicle’s software, digital experience, and driving dynamics, as well as our data flywheel for training the Rivian Autonomy Platform with an end-to-end approach. We believe this capability is increasingly being recognized by customers and has helped Rivian earn some of the industry’s most coveted owner experience awards.
Our zonal network architecture and software stack serves as the basis for Rivian and Volkswagen Group Technologies, LLC (the “Joint Venture”). We expect the Joint Venture to develop industry-leading software-enabled features and capabilities to address global markets and segments across a variety of vehicle platforms.
We also offer an integrated set of software and services that span across the entire purchase and ownership process. These services include remarketing, vehicle repair and maintenance, charging, software subscriptions, financing, insurance, and more. Interconnected by our data and analytics backbone, our services are designed to deliver fast-paced innovation cycles, structural cost advantages, and exceptional customer experiences.
We analyze the results of the business through the following reportable segments: Automotive and Software and Services.
Automotive Segment
Consumer Vehicles
We launched our consumer vehicle business with the R1 platform consisting of two vehicles: the R1T, a two-row, five-passenger pickup truck, and the R1S, a three-row, seven-passenger sport utility vehicle (“SUV”).
The R1T and R1S are equipped with Rivian-designed technology including a zonal network architecture, electric powertrains and chassis, the Rivian Autonomy Platform, and digital user experience management. These technologies can continuously improve and expand functionality through cloud-enabled OTA updates.
The R1T and R1S introduced our brand to the world and serve as our flagship vehicles as we continue to expand our offerings. We also have announced plans to manufacture our midsize platform (“MSP”) which underpins the R2 and R3 product lines. The MSP is expected to address global market segments and is designed to build upon our industry-leading technology platform as well as our focus on reducing manufacturing complexity and improving cost efficiency. We expect the MSP to benefit from the key vertically integrated technologies developed for R1 including our software stack, propulsion technology, Rivian Autonomy Platform, network architecture, and vehicle electronics.
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R2 is our all-new midsize SUV delivering a combination of performance, capability and utility in a five-seat package optimized for big adventures and everyday use. The interior is designed for ease-of-use, while being uniquely Rivian through a combination of inviting design and premium, sustainable materials that are easy to clean. We believe R2 and our midsize platform will be foundational to our long-term growth and profit potential. We expect to start production of the R2 in the first half of 2026.
R3 is a midsize crossover that is tidy on dimensions but delivers big in terms of performance, off-road capability, passenger comfort, and storage. R3X is a performance variant of R3 offering even more dynamic abilities both on and off road. The design of the exterior and interior of R3 is inviting and iconic. R3 demonstrates the scalability of Rivian’s brand across different form factors while continuing to be immediately recognizable.
Commercial Vehicles
We launched our Rivian Commercial Van platform with the EDV variant, designed and engineered by Rivian in collaboration with Amazon.com, Inc. and its affiliates (collectively, “Amazon”), our first commercial customer. In addition to the EDV variant, we have begun to sell variants of the Rivian Commercial Van to customers beyond Amazon. The EDV and Rivian Commercial Van are long-range, electric commercial step-in vans designed for large scale production and deployment in a centrally-managed fleet. Amazon has ordered an initial volume of 100,000 EDVs globally, subject to modification.
We have designed a 500 and 700 cubic foot version of the vans, optimized for various commercial uses, including last mile delivery use cases. Both the EDV’s and Rivian Commercial Van’s features include a rear roll-up door, an integrated bulkhead door designed for safety and security, a tall roof to allow drivers to walk through the vehicle, driver-centric ergonomics, and a curb-side sliding door for safe vehicle access away from traffic. Developed to be comfortable and easy to operate for drivers, our commercial vans are designed to achieve lower total cost of ownership (“TCO”) for customers while supporting a path to decarbonization.
During the nine months ended September 30, 2025, we produced 31,310 vehicles and delivered 32,502 vehicles.
Automotive Regulatory Credits
We have earned tradable credits in the operation of our business under various regulations related to ZEVs, greenhouse gas, fuel economy, and clean fuel. As the state of these programs is uncertain, the ability to generate and sell credits is also changing. We sell these credits to other regulated entities who can use the credits to comply with emission standards and other regulatory requirements. Many of the programs governing such tradable credits have been or may be modified or are being phased out, and our ability to continue earning and selling the corresponding credits is uncertain at this time.
Software and Services Segment
Complementing our vehicles, we provide a suite of value-added services which we expect to continue to generate long-term brand loyalty while also creating a recurring revenue stream across the vehicle lifecycle. These services include vehicle electrical architecture and software development services provided by the Joint Venture, remarketing, vehicle repair and maintenance, charging, software subscriptions, vehicle accessories, financing, insurance, and more, as described below.
• Joint Venture. Rivian and Volkswagen Group have formed an equally-owned joint venture as a separate legal entity to create next-generation electrical architecture and best-in-class software technology. The Joint Venture is intended to focus on software, electronic control units (“ECUs”), and related network architecture design and development, with Volkswagen Group planning to utilize Rivian’s zonal ECU architecture and software stack across multiple brands. The Joint Venture’s financial results are consolidated within our Software and Services segment, but the Joint Venture is a separate legal entity with its own management and board of directors. See Note 16 "Variable Interest Entities" to our condensed consolidated financial statements included in this Form 10-Q for more information.
• Remarketing. When purchasing a Rivian, we offer customers the opportunity to trade in their current vehicle. We also sell used Rivian vehicles directly to customers on our website.
• Vehicle Repair and Maintenance. We offer technology-enabled vehicle repair and maintenance experiences for our customers. Our service network consists of physical service centers as well as mobile service vehicles. In addition to
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the vehicle service network, we work with partner collision centers and supply them with the parts they need for work on Rivian vehicles.
• Charging. We operate the Rivian Adventure Network at sites across North America. The network consists of Direct Current fast chargers that we designed, developed and manufactured to be cost effective. We aim to deliver clean energy to our customers while offering a convenient and seamless charging experience. In the fourth quarter of 2024, we began opening up the Rivian Adventure Network to non-Rivian EVs allowing us to increase the utilization of our network .
• Software Subscriptions. Across our consumer and commercial vehicles, we offer value added software subscriptions. All consumer vehicles come standard with connectivity features such as over-the-air updates, live navigation, remote vehicle commands, tethering, and a basic Alexa package. In addition, we offer Connect+ which brings enhanced media, connectivity, and live security to our Rivian vehicles. Customers can pay a monthly recurring payment or a discounted annual payment for Connect+.
Alongside our commercial vehicles, we offer FleetOS, our proprietary, end-to-end centralized fleet management subscription platform. It encompasses vehicle distribution, service, telematics, software services, charging, connectivity management, driver+ and lifecycle management. This cloud-based platform integrates and analyzes vehicle, infrastructure, and operations data, driving us towards industry-leading TCO, safety, and fleet utilization.
Building upon this foundation, we also are working to seamlessly integrate into existing systems and processes through strategic ecosystem partners (and direct when appropriate). Commercial customers can then leverage these cloud-based, end-to-end capabilities to increase fleet uptime, optimize vehicle performance, and reduce TCO without disrupting day-to-day operations.
• Other Services. We also offer a range of services which we believe create convenience for our customers and allow them to stay within the Rivian ecosystem throughout their purchase and ownership experience. These include our insurance and financing offerings which are created in conjunction with third parties but offered through the Rivian purchase process. In addition, we operate the Rivian Gear Shop offering customers a range of vehicle and non-vehicle accessories including our adventure gear.
Factors Affecting Our Performance
The growth and future success of our business depends on many factors. While these factors present significant opportunities for our business, they also pose risks and challenges, including those discussed below and in Part II, Item 1A “Risk Factors," that we must successfully address to achieve growth, improve our results of operations, and generate profits.
• Ability to Develop and Launch New Offerings. We believe the Rivian brand is becoming established in the most attractive consumer and commercial vehicles. However, our ability to grow revenues and expand margins will also depend on our ability to develop and launch new vehicle platforms and programs, including our MSP. Customers can make reservations for the R2 with a cancellable and fully refundable deposit of $100, and we expect to start production of the R2 in the first half of 2026. We believe our MSP will be foundational to Rivian’s long-term growth and profit potential. We believe it positions Rivian to address new, global market segments and is designed to build upon our industry-leading technology platform as well as our focus on driving down manufacturing complexity and improving cost efficiency. We expect MSP to benefit from the key vertically integrated technologies developed for R1 including our software stack, propulsion technology, network architecture, and vehicle electronics. In addition, the platform has been designed for cost efficiency, with a focus on part consolidation or elimination. In 2024, we began offering our second generation R1 vehicles, which have been reengineered for more efficiency, lower cost, and higher performance. We continue to develop core technologies that enhance our customers’ experience including our autonomy platform. We believe our autonomy platform and other technologies represent an advantage to Rivian. Our future financial performance will also depend on our ability to offer software and services that profitably deliver an intuitive, seamless, and compelling customer experience.
• Ability to Attract New Customers. Our growth will depend in large part on our ability to attract new customers in the consumer and commercial vehicle markets. We have invested heavily in developing our ecosystem and plan to continue to do so. We currently have low brand awareness but expect investments in our marketing and communication strategy over the long term to translate into substantial increases in brand awareness, resulting in
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more sales of our vehicles and increasing our base of customers. Marketing activities include brand campaigns, community events, and partnerships along with digital marketing campaigns. In 2025, we expect our total deliveries to be derived primarily from new orders generated during the year. However, our current incoming order rate for our R1 vehicles must improve for us to meet our delivery targets. To support demand generation, we are in the process of implementing new capabilities, such as expanding our retail customer engagement spaces (“spaces”), expanding our demonstration drives and building our sales and marketing team, technology, and infrastructure, which increases our costs. To generate and maintain demand, we may need to incur significantly higher and more sustained marketing and promotional expenditures than we have previously incurred to attract customers. Our future success will also depend on growing our base of commercial customers. We have entered into pilot programs for, and begun deliveries of, Rivian Commercial Vans. The evaluation process for commercial customers may be longer, with complex procurement and budgeting considerations, and additional investments in customer education may be necessary to increase awareness. An inability to attract sufficient new customers at appropriate vehicle pricing points would substantially impact our ability to grow revenues and improve our financial performance.
• Ability to Manage Costs. Selling our vehicles profitably requires successful and timely execution against multiple cost reduction objectives across the vehicle and our manufacturing operations. The production capacity at our manufacturing facility in Normal, Illinois (“Normal Factory”) is operating significantly below full vehicle production rate capacity. This lower utilization of plant capacity results in the cost of revenues to operate the plant being much higher per unit of production than would be the case if we were manufacturing at capacity. Initial production of R2 will be at our Normal Factory, resulting in the expansion of production capacity to approximately 215,000 units of annual production. Significant capital expenditures are required to support the integration of R2 into our Normal Factory. Our future profitability depends upon our ability to scale our production and delivery operations more efficiently at a lower cost per unit. Following the plant retooling upgrade during 2024, we are experiencing improved manufacturing efficiencies. As our production capabilities continue to mature, we anticipate these benefits to reduce our cost per vehicle. The introduction of our second generation R1 vehicles has reduced material costs as a result of engineering design changes and improvements in supplier commercial terms. In addition, we expect to leverage previous technologies and platforms while growing sales and service infrastructure to support R2. Achieving cost reductions requires, among other things, a timely launch and associated ramp of R2 and scaling our vehicle production volumes, timely introduction of new components and technologies into production, negotiation of unit price reductions with suppliers, management of our labor and logistics costs, and pursuing opportunities to drive down warranty costs. Should we not achieve such reductions in a timely manner, we could experience adverse impacts to our gross margin and consequently overall profitability. In late September and early October 2025, we completed upgrades to the paint shop in the Normal Factory, enabling an increase in production capacity to 215,000 units annually, allowing us to drive greater capital efficiency. Any delays in the timing or execution of these investments could have an adverse impact on our prospects, financial condition, results of operations, and cash flows.
• Ability to Scale our Ecosystem and Brand Experience. Our go-to-market strategy requires us to scale our ecosystem quickly and effectively, including our technology platform and product development and operational infrastructure. Our future success will also depend on our ability to further develop and leverage our proprietary technology platform. We believe our Joint Venture reaffirms our strategy to vertically integrate our technology platform. The Joint Venture is expected to substantially expand the market applications for our software and associated zonal electrical architecture.
Our ability to enhance our product design, engineering, and manufacturing capabilities and expand our production capacity, delivery and service operations, customer service, spaces, Rivian Adventure Network, and charging accessibility will be critical for supporting growth. During 2024, Rivian vehicles gained access to over 20,000 Tesla Superchargers across the United States and Canada using the North American Charging Standard DC adapter, and we opened up the Rivian Adventure Network to non-Rivian EVs allowing us to leverage the fixed costs associated with each charging site. We have expanded our service centers and spaces to allow for enhanced product education and customer engagement. We believe our long-term ability to achieve our financial targets will depend on our ability to cost-effectively scale our ecosystem, while also delivering a unified customer and brand experience consistent with our adventurous brand commitment.
• Ability to Drive Adoption of our Software and Services. Software and services are a key part of our growth strategy. We offer a variety of software and services, including vehicle electrical architecture and software development services, remarketing, vehicle repair and maintenance, charging, vehicle accessories, financing, insurance, and
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FleetOS solutions that we believe will grow our revenues outside of vehicle sales. We continue to develop core technologies that enhance our customers’ experience including our autonomy platform. We believe our autonomy platform and other technologies represent an advantage to Rivian. In addition, in 2024 we began offering Connect+, a subscription-based streaming and connectivity service, and we expect to offer Rivian Autonomy Platform+, a premium expansion of automated driver assistance support, in the future. As we increase our base of Rivian customers and expand our software and services portfolio, we expect our customers to expand their usage of our software and services offerings over the full lifecycle of their vehicle ownership. We believe the software and services portion of our business will have the benefit of enabling a higher-margin, recurring revenue stream for each vehicle, thereby improving our margin profile. Our ability to grow revenues and our long-term financial performance will depend in part on our ability to drive adoption of these offerings at profitable price points.
• Ability to Invest in our Production and Capabilities. We believe that customer acquisition and retention is contingent on our ability to produce innovative offerings, including vehicles that deliver a broad combination of performance, utility, and capability, as well as software and services that enhance the ownership journey through new features, functions, and a best-in-class customer experience. To this end, we intend to continue making investments, including technology updates, to drive growth as we scale vehicle production and deliveries, expand our offerings, and strengthen our core capabilities. As we invest in our business for long-term growth, leading to increases in operating expenses as well as capital expenditures, we may experience manufacturing shutdowns and additional losses, which could delay our ability to achieve profitability and positive operating cash flow. In September 2025, we held a groundbreaking ceremony at our manufacturing facility near the city of Social Circle, Georgia (the “Stanton Springs North Facility”), which we expect to begin constructing in 2026 to support production of our MSP. In late September and early October 2025, we completed upgrades to the paint shop in the Normal Factory, enabling an increase in production capacity to 215,000 units annually, allowing us to drive greater capital efficiency. Any delays in the timing or execution of these investments could have an adverse impact on our prospects, financial condition, results of operations, and cash flows. Furthermore, we anticipate that these future investments could require significant external debt and/or equity financing.
• Ability to Develop and Manage a Resilient Supply Chain. Our ability to manufacture vehicles and develop future solutions is dependent on the continued supply of raw materials and product components. Any inability or unwillingness of our suppliers to deliver necessary raw materials or product components at timing, prices, quality, and volumes that are acceptable to us could have a material impact on our 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 our business. We have experienced and may continue to experience cost fluctuations and disruptions in supply of raw materials and product components that could impact our financial performance. The imposition of tariffs and other trade barriers has made and may in the future make it more costly for us to import raw materials and product components for our vehicles and has resulted in and could in the future result in disruptions in supply. Additionally, we have received claims from our suppliers related to contract, production plan, and other changes for which we have incurred payment obligations and may in the future incur additional payment charges. See Note 13 “Commitments and Contingencies” to our condensed consolidated financial statements included in this Form 10-Q for more information on supplier contingencies. To further develop and manage supply chain resilience, we are building a supplier park at our Normal Factory, which is expected to reduce shipping, logistics, and warehousing costs, as well as improve overall production efficiency and speed. We also must manage the risk of field service actions, including product recalls, with respect to components from suppliers. We continue to work diligently and collaboratively with suppliers to identify and proactively address problems or constraints as quickly as possible.
• Ability to Grow in New Geographies. We plan to invest in international operations and grow our business outside of our existing operations. We believe we are well-positioned for international expansion within the consumer and commercial vehicle markets. Factors that we believe will aid our successful international growth include: the highly flexible, modular nature of our platforms, which we anticipate will provide us the ability to introduce new vehicle programs and configurations; our digital-first approach, which we anticipate will allow us to expand quickly; and our product development expertise, which we anticipate will enable us to offer significant customization for diverse international markets and demographics.
Our international expansion has significant associated investment requirements, such as capital spending related to infrastructure, including additional manufacturing capacity and delivery and service operations, as well as charging networks and personnel. International expansion is also subject to a variety of risks, including local competition,
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multilingual customer support and servicing, delivery logistics, and compliance with foreign laws and regulations related to vehicle sales, data privacy, financing, taxes, labor and employment, and foreign exchange. Should we be unable to expand internationally, our ability to successfully scale our business may be limited, with potential negative consequences for our financial condition, results of operations, and cash flows.
• Ability to Maintain Our Culture, Attract and Retain Talent, and Scale Our Team. We believe our culture has been a key contributor to the positive response from our customers, and our mission promotes a sense of greater purpose and fulfillment in our employees. We have invested in building a strong culture and believe it is one of our most important and sustainable sources of competitive advantage. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively pursue our objectives. If we are unable to retain or hire key personnel, our business and competitive position may be harmed, resulting in an adverse impact to our prospects, financial condition, results of operations, and cash flows.
• Seasonality. Historically, the automotive industry has experienced higher revenue in the spring and summer months. Additionally, we generally expect delivery volumes of commercial vehicle sales to be lower in the winter months as customers shift their focus to making last mile deliveries during holidays rather than incorporating more vehicles into their fleet, which could result in higher finished goods inventory levels during this period.
• Government Incentives. There are various government policies, grants, loans, and other incentives, including regulatory credits, designed to increase EV adoption, support the production of EVs and related technologies, and promote the use of alternative fuels, among other objectives. While the OBBBA that was signed into law on July 4, 2025, ended certain such incentives, such as 30D and 45W tax credits for EV purchases or leases acquired after September 30, 2025, other incentives, such as the 45X tax credit for domestic battery production, remain. Additionally, we have entered into a loan facility with the DOE, an amended agreement with the Economic Development Agreement with the State of Georgia and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County to support our Stanton Springs North Facility, and a REV Tax Credit Agreement with the State of Illinois acting by and through the Department of Commerce and Economic Opportunity (“DCEO”) through which we are eligible for an incentive package to support the renovation and expansion of our Normal Factory. United States federal government incentives are subject to change by Congress and the presidential administration. Any reduction or elimination of these or other similar incentives, or failure of our vehicles to meet tax credit eligibility requirements, could have a direct impact on demand for our vehicles and a material adverse impact on our business, prospects, financial condition, results of operations, and cash flows. In addition, we earn tradable credits in the operation of our business under various regulations related to zero emission vehicles, greenhouse gas, fuel economy, renewable energy, and clean fuel. We have contracted and intend to sell these credits to other regulated entities who can use the credits to comply with emission standards, renewable energy procurement standards, and other regulatory requirements. Many of the programs governing such tradable credits have been or may be modified or are being phased out, and our ability to continue earning and selling the corresponding credits is uncertain at this time.
• Inflation and Interest Rates. The United States economy has experienced elevated inflation in various market segments over the last several years. This has impacted vehicle financing affordability for customers and may influence customers’ buying decisions to less expensive vehicles or may cause tightening of lending standards. If we are unable to fully offset higher costs through price increases or other measures, especially during periods of elevated inflation, we could experience an adverse impact to our business, prospects, financial condition, results of operations, and cash flows.
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Results of Operations
The following tables set forth our condensed consolidated results of operations and production and delivery volumes for the periods presented (in millions, except production and delivery volumes). The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future.
Three Months Ended September 30, Nine Months Ended September 30,
2024 2025 2024 2025
Automotive $ 776 $ 1,142 $ 2,966 $ 2,991
Software and services 98 416 270 1,110
Total revenues 874 1,558 3,236 4,101
Automotive 1,155 1,272 4,283 3,364
Software and services 111 262 323 713
Total cost of revenues 1,266 1,534 4,606 4,077
Gross profit (392) 24 (1,370) 24
Operating expenses
Research and development 350 453 1,239 1,244
Selling, general, and administrative 427 554 1,419 1,532
Total operating expenses 777 1,007 2,658 2,776
Loss from operations (1,169) (983) (4,028) (2,752)
Interest income 95 76 302 229
Interest expense (87) (69) (237) (210)
Gain (loss) on convertible notes, net 60 — (30) —
Other income (expense), net 1 (191) (8) (86)
Loss before income taxes (1,100) (1,167) (4,001) (2,819)
Provision for income taxes — 1 (2) (3)
Net loss (1,100) (1,166) (4,003) (2,822)
Less: Net income attributable to noncontrolling interest — 7 — 13
Net loss attributable to common stockholders $ (1,100) $ (1,173) $ (4,003) $ (2,835)
Production volume 13,157 10,720 36,749 31,310
Delivery volume 10,018 13,201 37,396 32,502
Comparison of the Three and Nine Months Ended September 30, 2024 and 2025
Automotive
Revenues
Three Months Ended September 30, Nine Months Ended September 30,
(in millions, except delivery volume) 2024 2025 $ Change % Change 2024 2025 $ Change % Change
Revenues $ 776 $ 1,142 $ 366 47 % $ 2,966 $ 2,991 $ 25 1 %
Delivery volume 10,018 13,201 3,183 32 % 37,396 32,502 (4,894) (13) %
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Automotive revenues for the three months ended September 30, 2025 increased compared to the three months ended September 30, 2024 primarily due to an increase in vehicle deliveries resulting in part from accelerated purchases ahead of the expiration of 45W tax credits after September 30, 2025, as well as increased average selling prices.
Automotive revenues for the nine months ended September 30, 2025 were relatively consistent compared to the nine months ended September 30, 2024 primarily due to increased average selling prices and sales of automotive regulatory credits, partially offset by a decrease in vehicle deliveries.
Cost of revenues and gross profit
Three Months Ended September 30, Nine Months Ended September 30,
(in millions, except production and delivery volumes) 2024 2025 $ Change % Change 2024 2025 $ Change % Change
Cost of revenues $ 1,155 $ 1,272 $ 117 10 % $ 4,283 $ 3,364 $ (919) (21) %
Gross profit $ (379) $ (130) $ 249 66 % $ (1,317) $ (373) $ 944 72 %
Production volume 13,157 10,720 (2,437) (19) % 36,749 31,310 (5,439) (15) %
Delivery volume 10,018 13,201 3,183 32 % 37,396 32,502 (4,894) (13) %
For the three months ended September 30, 2024 and 2025, automotive cost of revenues included $185 million and $123 million of depreciation and amortization expense and $6 million and $9 million of stock-based compensation expense, respectively. The period-over-period increase in automotive cost of revenues was primarily due to increased delivery volumes, partially offset by reductions in the cost of raw materials and product components, as well as cost of revenue efficiency initiatives that occurred during the three months ended September 30, 2024.
For the nine months ended September 30, 2024 and 2025, automotive cost of revenues included $596 million and $379 million of depreciation and amortization expense and $46 million and $35 million of stock-based compensation expense, respectively. The period-over-period decrease in total automotive cost of revenues was primarily due to fewer vehicles produced and delivered, as well as reductions in the cost of raw materials, product components, and overhead, resulting in part from the cost of revenue efficiency initiatives and accelerated depreciation that occurred during the nine months ended September 30, 2024.
Automotive gross profit losses improved for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily resulting from the increased average selling prices and reductions in the cost of revenues noted above.
Automotive gross profit losses improved for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily resulting from the increased average selling prices, sales of automotive regulatory credits, and reductions in the cost of revenues noted above. The current global economic landscape presents significant uncertainty, particularly regarding evolving trade regulation, governmental policies, tariffs, and the overall impact these items have on consumer sentiment and demand. These factors have impacted and could continue to impact our global supply chain, material costs and access, and market dynamics.
Effective May 3, 2025, the U.S. government adjusted tariffs on imported automobile parts under Section 232 of the Trade Expansion Act of 1962, including a 25% tariff on many parts, but with tariff offset credits for manufacturers with domestic vehicle assembly. The credits are applied to 3.75% of Manufacturer's Suggested Retail Price from April 3, 2025 to April 30, 2030. In October 2025, we received approval for tariff offset credits through April 30, 2026, and we expect to qualify for tariff offset credits from May 1, 2026 through April 30, 2030. We also are subject to tariffs on imported raw materials such as steel, aluminum, and graphite, as well as reciprocal tariffs from time to time. We have experienced and could continue to experience increases to our cost of revenues as a result of tariffs.
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In late September and early October 2025, we completed upgrades to the paint shop in the Normal Factory, enabling an increase in production capacity to 215,000 units annually, allowing us to drive greater capital efficiency. While we expect improved fixed cost per vehicle due to the launch of R2 in our Normal Factory, in the near-term the shutdown negatively impacted our vehicle production and cost of revenues as a result of the direct downtime and lost overhead absorption associated with lower volume. We expect automotive gross profit to improve through the expected margin profile of our MSP, continued material cost improvements through engineering design changes and commercial supplier negotiations, and increased efficiencies in our conversion activities across our entire fleet.
Software and Services
Revenues
Three months ended September 30, Nine Months Ended September 30,
(in millions) 2024 2025 $ Change % Change 2024 2025 $ Change % Change
Revenues $ 98 $ 416 $ 318 324 % $ 270 $ 1,110 $ 840 311 %
Software and services revenues increased compared to the three and nine months ended September 30, 2024 primarily due to vehicle electrical architecture and software development services that were not performed during the prior periods, an increase in remarketing sales, and increased vehicle repair and maintenance service.
Cost of revenues and gross profit
Three months ended September 30, Nine Months Ended September 30,
(in millions) 2024 2025 $ Change % Change 2024 2025 $ Change % Change
Cost of revenues $ 111 $ 262 $ 151 136 % $ 323 $ 713 $ 390 121 %
Gross profit $ (13) $ 154 $ 167 nm $ (53) $ 397 $ 450 nm
*nm-not meaningful
For the three months ended September 30, 2024 and 2025, software and services cost of revenues included $1 million and $2 million of depreciation and amortization expense and $0 million and $15 million of stock-based compensation expense, respectively. For the nine months ended September 30, 2024 and 2025, software and services cost of revenues included $3 million and $6 million of depreciation and amortization expense and $0 million and $50 million of stock-based compensation expense, respectively. The period-over-period increases in software and services cost of revenues were primarily due to vehicle electrical architecture and software development services that were not performed during the prior periods and increased remarketing sales.
Software and services gross profit improved significantly for the three and nine months ended September 30, 2025 as compared to gross profit losses for the three and nine months ended September 30, 2024, primarily resulting from vehicle electrical architecture and software development services. We expect software and services gross profit to continue increasing during the period over which the Joint Venture progresses 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, as well as over time as we continue providing remarketing services, as serviced vehicles age out of warranty, and through expansion of our paid software offerings such as FleetOS, Connect+, and Rivian Autonomy Platform+.
Research and development
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2024 2025 $ Change % Change 2024 2025 $ Change % Change
Research and development $ 350 $ 453 $ 103 29 % $ 1,239 $ 1,244 $ 5 — %
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For the three months ended September 30, 2024 and 2025 , R&D expenses included $20 million and $18 million of depreciation and amortization expense and $59 million and $74 million of sto ck-based compensation expense, respectively. R&D expenses increased compared to the three months ended September 30, 2024 , primarily due to higher engineering, design, and development costs surrounding the R2 platform, higher software costs supporting new in-vehicle technologies, and higher stock-based compensation expenses. The increase in stock-based compensation expenses was primarily attributable to an increase in the total amount of accrued stock-based bonus incentives, partially offset by the cost of services provided to Volkswagen Group by the Joint Venture being recorded in cost of revenues during the three months ended September 30, 2025.
For the nine months ended September 30, 2024 and 2025, R&D expenses included $56 million and $52 million of depreciation and amortization expense, respectively, and $281 million and $230 million of stock-based compensation expense, respectively. R&D expenses are relatively unchanged compared to the nine months ended September 30, 2024.
We plan to continue investing in future vehicle platforms and new in-vehicle technologies as well as furthering vertical integration of manufacturing.
Selling, general, and administrative
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2024 2025 $ Change % Change 2024 2025 $ Change % Change
Selling, general, and administrative $ 427 $ 554 $ 127 30 % $ 1,419 $ 1,532 $ 113 8 %
For the three months ended September 30, 2024 and 2025, SG&A expenses included $53 million and $55 million of depreciation and amortization expense and $46 million and $77 million of stock-based compensation expense, respectively.
For the nine months ended September 30, 2024 and 2025, SG&A expenses included $158 million and $162 million of depreciation and amortization expense and $211 million and $238 million of stock-based compensation expense, respectively. SG&A expenses increased compared to the three and nine months ended September 30, 2024 as a result of expanding our go-to-market operations and footprint, including higher payroll and related expenses primarily driven by increased headcount, stock-based compensation expenses primarily attributable to an increase in the total amount of accrued stock-based bonus incentives, and facilities expenses.
We plan to make continued investments in our facilities, go-to-market operations, retail customer engagement spaces, and technology for our future operations.
Other income (expense)
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2024 2025 $ Change % Change 2024 2025 $ Change % Change
Interest income $ 95 $ 76 $ (19) (20) % $ 302 $ 229 $ (73) (24) %
Interest expense $ (87) $ (69) $ 18 (21) % $ (237) $ (210) $ 27 (11) %
Gain (loss) on convertible notes, net $ 60 $ — $ (60) (100) % $ (30) $ — $ 30 (100) %
Other income (expense), net $ 1 $ (191) $ (192) nm $ (8) $ (86) $ (78) nm
*nm-not meaningful
Interest income decreased for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, primarily due to lower interest rates on invested capital and lower average balances of cash and cash equivalents.
Interest expense decreased for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, primarily due to reduced interest rates resulting from the refinancing of the 2026 Notes into the 2031 Green Secured Notes in June 2025. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.
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Other expense, net was recognized for the three months ended September 30, 2025 as compared to other income, net for the three months ended September 30, 2024, primarily due to $183 million of expense recorded for the settlement of pending securities class action litigation (which is subject to court approval), net of expected insurance recoveries (refer to Note 13 “Commitments and Contingencies” to our condensed consolidated financial statements included in this Form 10-Q for more information). Other expense, net increased for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the settlement noted in the previous sentence, partially offset by the $101 million gain on our equity method investment in Also (refer to Note 2 "Equity Method Investments" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Provision for income taxes
As of September 30, 2024 and 2025, the majority of our deferred tax assets were comprised of net operating losses generated primarily in the United States and tax credit carryforwards, and for both periods, these assets were fully offset by a valuation allowance.
Liquidity and Capital Resources
Our operations have been financed primarily through net proceeds from the sale of securities and from borrowings. The following table summarizes our liquidity (in millions):
December 31, 2024 September 30, 2025
Cash and cash equivalents $ 5,294 $ 4,441
Short-term investments 2,406 2,647
Availability under ABL Facility 1,363 598
Total liquidity $ 9,063 $ 7,686
2031 Green Secured Notes
In June 2025, we issued approximately $1.3 billion 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 were primarily used to redeem in full the $1.3 billion aggregate principal amount of the 2026 Notes.
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. We have 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 we experience a change of control (as defined in the Indenture), the holders of the 2031 Green Secured Notes will have the right to require us 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 and the guarantees 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, in each case subject to certain excluded assets and permitted liens. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.
ABL Facility
On April 8, 2025, we 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 funding commitments under the Department of Energy loan described
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below, and (iii) amend certain other covenants. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.
Rivian and Volkswagen Group Technologies, LLC
In connection with the formation of the Joint Venture, we entered into an investment agreement (“Investment Agreement”) with Volkswagen Group for additional equity investments in Rivian, including an investment pursuant to the achievement of the Financial Milestone defined in the Investment Agreement (see Note 1 to the Form 10-K for more information). As of March 31, 2025, the Financial Milestone was achieved, and on June 30, 2025 we received $1.0 billion in exchange for $750 million of our Class A common stock, calculated based on Rivian’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). We issued approximately 52 million shares at a price of $14.56 per share. We expect to receive up to an additional $2.5 billion from Volkswagen Group, comprised of (i) $1.5 billion in equity investments (which may be effected in part with a convertible debt instrument), of which $0.3 billion is recognized as revenue for services provided by the Joint Venture to further develop, customize, and enhance Rivian’s existing vehicle electrical architecture technology and software for use in the customer’s future vehicle programs and (ii) $1.0 billion in the form of a loan to be made available through the Joint Venture as described below; in each case, subject to certain conditions, including the achievement of certain milestones and obtaining relevant regulatory clearances. See Note 3 "Revenues" to our condensed consolidated financial statements included in this Form 10-Q for more information.
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. 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 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. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.
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 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 FFB to the Borrower under DOE’s 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 Advance, the Borrower achieving certain vehicle sales metrics prior to the first Note A Advance and first Note B 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 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 Advances will mature on March 15, 2045 (the “Note A Maturity Date”). The principal amount of the Note A Advances will be payable in quarterly installments commencing on March 15, 2031, through the Note A Maturity Date. Interest payments on the Note A Advances will begin on June 15, 2030, and will be payable quarterly in arrears. Note B Advances may be requested, upon the
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satisfaction of certain conditions, from January 16, 2025 through May 15, 2032, and the loans comprised of Note B Advances will mature on June 15, 2041 (the “Note B Maturity Date”). The principal amount of the Note B Advances will be payable in quarterly installments commencing on June 15, 2032, through the Note B Maturity Date. Interest payments on the Note B 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.
As of December 31, 2024 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 the Form 10-K. As of September 30, 2025, our non-cancellable commitments are disclosed in Note 6 “Inventory " , Note 8 “Debt” , and Note 13 “Commitments and Contingencies” to the condensed consolidated financial statements included in this Form 10-Q.
Evolving trade regulation, policies, and tariffs are expected to impact our capital expenditures in the near term. 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, 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 agreements 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
Nine Months Ended September 30,
(in millions) 2024 2025
Net cash used in operating activities $ (2,899) $ (98)
Net cash used in investing activities $ (594) $ (1,507)
Net cash provided by financing activities $ 1,032 $ 747
Operating Activities
Net cash used in operating activities decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a significant reduction in net loss and cash provided by changes in working capital.
Investing Activities
Net cash used in investing activities increased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by lower maturities of short-term investments and higher capital expenditures related to the expansion of production capacity at our Normal Factory. During the nine months ended September 30, 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 for the nine months ended September 30, 2025 primarily resulted from the issuance of $750 million Class A common shares to Volkswagen Group in connection with the achievement of the Financial Milestone. Net cash provided by financing activities for the nine months ended September 30, 2024 was primarily driven by the issuance of the unsecured convertible promissory note due June 2026 issued to Volkswagen Group in June 2024 and converted into shares of the Company’s Class A common stock in December 2024 (“2026 Convertible Note”).
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Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. In preparing the condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity, revenues, and expenses, and related disclosures. We re-evaluate our estimates on an ongoing basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions, and such differences may be material. The critical accounting policies that reflect the more significant judgments and estimates used in the preparation of our condensed consolidated financial statements include those described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K. During the nine months ended September 30, 2025, there were no material changes to our critical accounting policies and estimates from those discussed in the Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our exposure to market risk as a result of our financial instruments for the year ended December 31, 2024 is described under Part II, Item 7A “Quantitative and Qualitative Disclosures about Market Risk” in the Form 10-K. In June 2025, the Company paid in full the outstanding aggregate principal amount plus accrued interest of its floating-rate borrowings (see Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information). There were no other material changes in our exposure to market risk as a result of our financial instruments during the nine months ended September 30, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure 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 carries out a variety of ongoing procedures.
Our management, with the participation of our 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 September 30, 2025. Based on that evaluation, our CEO and CFO concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
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 three months ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Currently we are involved in, or may in the future be involved in, legal proceedings, claims or government investigations in the ordinary course of business relating to, among other things, commercial matters and contracts, intellectual property, labor and employment, discrimination, false or misleading advertising, regulatory matters, competition, pricing, tax, consumer rights/protection, torts/personal injury, real estate, property rights, data privacy/data protection, and securities.
These matters also include the following:
• Between March 7, 2022 and April 19, 2022, three alleged stockholders filed lawsuits against Rivian Automotive, Inc., certain of our officers and directors, and Rivian’s initial public offering (“IPO”) underwriters on behalf of a putative class of purchasers of Rivian common stock in our IPO. The three suits were consolidated under the caption Crews v. Rivian Automotive, Inc., et al., 22-cv-01524-JLS-E (C.D. Cal.). On July 22, 2022 the lead plaintiff filed an amended consolidated complaint alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Exchange Act and seeking damages, equitable relief and attorneys’ fees and costs. By Order dated February 16, 2023 the Rivian defendants and the underwriter defendants’ motions to dismiss were granted with leave to amend. An Amended Complaint was filed on March 2, 2023. On March 16, 2023 the defendants filed Motions to Dismiss, which were denied by Order dated July 3, 2023. We believe the alleged stockholders’ claims are meritless. On October 23, 2025 the parties signed a Stipulation of Settlement and Plaintiffs filed a Motion for Preliminary Approval of the settlement. A similar lawsuit styled Smith, et al. v. Rivian Automotive, Inc., et al. , 30-2023-01310105-CU-SL-CXC, was filed by two alleged stockholders in California Superior Court, Orange County on February 28, 2023. The Complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 and seeks damages, declaratory judgment and attorneys’ fees and costs. Defendants filed a Motion to Dismiss the Complaint on April 6, 2023, which was granted by Order dated June 30, 2023. Plaintiffs filed a Notice of Appeal on September 1, 2023 and on April 23, 2025 the Court of Appeal affirmed the judgment of dismissal. On June 2, 2025, Plaintiffs filed a Petition for Review with the California Supreme Court. The Petition for Review was denied on August 13, 2025.
• Between February 13 and March 29, 2024, three alleged stockholders filed derivative lawsuits, purportedly on behalf of Rivian Automotive, Inc., against certain members of our board of directors, certain current and former Company executives and Rivian Automotive, Inc. (as a nominal defendant) in the Delaware Court of Chancery. These lawsuits alleged claims for purported breach of fiduciary duties and sought unspecified monetary and injunctive relief, corporate governance changes, and attorneys’ fees. By Order dated July 1, 2024, the three suits were consolidated under the caption In re Rivian Automotive, Inc. Stockholder Litigation , Consolidated Case No. 2024-0127-MTZ. On August 19, 2024, Plaintiffs filed a Verified Consolidated Stockholder Derivative Complaint. By Order dated August 6, 2025 the action is stayed through February 27, 2026.
• On May 31, 2024 an alleged stockholder filed a lawsuit in US District Court, Central District of California (Case No. 2:24-cv-04566) against Rivian Automotive, Inc. and certain Company executives on behalf of a putative class of purchasers of Rivian common stock. Lead Plaintiffs' Amended Complaint, filed December 11, 2024, alleges violations of Sections 10(b) and 20(a) of the Exchange Act and seeks damages, interest, attorneys’ fees and costs. On January 7, 2025 the defendants filed a Motion to Dismiss, which was denied by Order dated August 20, 2025. We believe the alleged stockholder’s claims are meritless and intend to vigorously defend against this lawsuit.
While it is not possible to predict the outcome of these matters with certainty, based on our current knowledge, we do not believe that the final outcome of these pending matters is likely to have a material adverse effect on our business, results of operations, or financial condition.
Notwithstanding this belief, there is always the risk that a proceeding, claim or investigation will have a material impact on our business, results of operations, or financial condition. Regardless of the final outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, harm to our reputation and brand, and other factors. For additional information about the legal proceedings we may be subject to and risks to our business relating to litigation, see the risk factors set forth in Part II, Item 1A “Risk Factors” and the information set forth in Note 13 “Commitments and Contingencies” to our condensed consolidated financial statements included in this Form 10-Q.
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Item 1A. Risk Factors
Our business is subject to various risks and uncertainties, including those described below, that may cause actual results to differ materially from historical performance or projected future performance expressed in forward-looking statements made by us. We encourage you to consider carefully the risk factors described below in evaluating the information in this Form 10-Q as the outcome of one or more of these risks and uncertainties could have a material adverse effect on our financial condition, results of operations, and cash flows as well as on our reputation, business, growth, future prospects, and ability to accomplish our strategic objectives.
Risks Related to Our Business
We are a growth stage company with limited operating history and a history of losses. We expect to incur significant expenses and continuing losses for the foreseeable future and may not be able to achieve or maintain profitability in the future.
We have incurred net losses since our inception, including net losses of $4,003 million for the nine months ended September 30, 2024 and $2,822 million for the nine months ended September 30, 2025. We do not expect to be profitable for the foreseeable future as we continue to invest in our business, build capacity, and ramp up operations, and there is no assurance that we will ever achieve or be able to maintain profitability in the future. Our ability to become profitable in the future will depend on the continued successful development, commercial production and adoption of our vehicles, software and services, our ability to grow and maintain strong demand and to align production with such demand, our ability to maintain, and over time improve, the average selling prices for our vehicles, software and services, and our capability to source materials cost-effectively and manufacture our vehicle portfolio efficiently. In addition, we must effectively manage all aspects of our financial operations, including our sales and revenue flows, operating expenditures, capital expenditures, working capital, and cash flows. Further, we have in the past benefited from government incentives and tax credits and the sale of regulatory credits. Many of these programs have been modified or have been phased out. These changes have affected and, any additional changes could affect, our profitability and have had and could continue to have an adverse effect on our business, prospects, financial condition, results of operations, and cash flows. Additionally, we have experienced and will continue to experience cost increases as a result of changes to existing or future tariffs and other trade barriers. If we are unable to mitigate these cost increases, or if demand for our vehicles decreases due to the higher cost, economic uncertainty or global or domestic recession, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected. Any failure to adequately increase revenues or contain and/or reduce costs could prevent us from achieving or maintaining profitability in the future, in which case our business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected.
We expect to continue to incur significant cost of revenues, operating expenses, and capital expenditures, and we may underestimate or not effectively manage the cost of revenues, operating expenses, and capital expenditures associated with our business and operations.
As we have rapidly expanded the manufacture, sale, and support of our vehicles, software and services, we have required and expect to continue to require significant capital to develop and grow our business, including scaling our operations, growing our go-to-market, sales, and service operations, identifying and committing resources to consider and address new areas of demand, including new geographies, as well as building our brand and investing in our next generation technologies, products, services and manufacturing facilities and capabilities. These efforts may be more costly than we expect and may not result in sufficient increased revenues or growth in our business to offset such costs. In addition, tariffs by the United States government and resulting environment of retaliatory tariffs and other trade barriers have increased, and will continue to increase our production costs. If we are unable to mitigate these increased production costs, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected. Our expenditures will continue to be significant in the foreseeable future and include costs related to our automotive segment such as production costs, including raw materials, labor, and logistics costs, research and development investments and expenses, costs associated with increasing sales, such as marketing, and advertising activities and expanding our retail customer engagement spaces (“spaces”), costs in connection with the expansion of our Normal Factory and construction of our manufacturing facility near Atlanta, Georgia (“Stanton Springs North Facility”), and costs related to our software and services segment, such as vehicle electrical architecture, software development costs, remarketing and vehicle repair and maintenance support expenses, and costs to expand our charging network. In addition, our level of capital requirements will also be significantly affected by customer demand for our current products and services along with anticipated demand for future products and services, and we have limited insight into trends that may emerge and affect our business. As a result, our future capital
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requirements are subject to uncertainty and our actual capital requirements may be different from or greater than those we currently anticipate. If we are unable to efficiently manage our cost of revenues, operating expenses, and capital expenditures, our business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected.
We will require additional financings to raise capital to support our business, which may not be available in a timely manner, on terms that are acceptable, or at all.
We expect that we will need to seek additional equity and/or debt financing in both the near- and long-term to finance a portion of our costs and capital expenditures. Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors. These include investor and customer acceptance of our business model, market confidence in our ability to execute against our business plans, industry wide EV adoption rates or slower growth in demand, delays or cutbacks in EV production plans announced by other manufacturers, and general conditions in the global economy and financial markets, including volatility and disruptions in the capital and credit markets due to inflation, tariffs, interest rate changes, and global conflicts or other geopolitical events and any resulting economic uncertainty or global or domestic recession. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. In January 2025, the United States Department of Energy (“DOE”) agreed to arrange a multi-draw term loan facility to be provided by the Federal Financing Bank (“FFB”) to a Rivian subsidiary under DOE’s Advanced Technology Vehicles Manufacturing Program (the “DOE Loan”). Our ability to receive advances under our DOE Loan is subject to certain conditions, including the achievement of certain milestones, which may not be achieved at the time that we anticipate or at all. Our existing debt has resulted in, and any additional indebtedness we incur including under the DOE Loan would result in, increased debt service obligations and could involve additional restrictive covenants relating to our capital raising activities and other financial and operational matters. The sale of additional equity or equity-linked securities would result in dilution for our stockholders. If we are unable to receive funds under our existing financing arrangements, raise sufficient funds or obtain funding on terms satisfactory to us, we may have to significantly reduce our spending, delay or cancel our planned activities or substantially change our corporate structure, and we may not have sufficient resources to conduct our business as planned, which would materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.
The success of our business depends on attracting and retaining a large number of consumers and maintaining strong demand for our vehicles, software and services. If we are unable to do so, we will not be able to achieve profitability.