What changed in this filing

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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-02-28 · 73 added, 57 removed, 122 unchanged (52% of the section changed)

Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives , and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and carries out a variety of ongoing procedures .

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e).

In designing and evaluating the 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, under the supervision and with the participation of the Company’s management, including the Company’s CEO and CFO, to evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures .

Based on that evaluation, our Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2022 due to the material weaknesses in the Company’s internal control over financial reporting, described below.

Nevertheless, based on the performance of additional procedures by management designed to ensure reliability of financial reporting, the Company’s management has concluded that, notwithstanding the material weaknesses described below, the consolidated financial statements, included in this Form 10-K, fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows as of the dates, and for the periods presented, in conformity with U.S.

Our management, with the participation of our CEO and Chief Financial Officer (“CFO”) evaluated, as of the end of the period covered by this Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023.

Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

As of December 31, 2022, our management, under the oversight of our board of directors, conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control - Integrated Framework (2013) .

Based on this assessment, our management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2022 due to the material weaknesses described below.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance with GAAP.

As of December 31, 2023, our management, with participation of the CEO and CFO, under the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting using the framework issued by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control - Integrated Framework (2013).

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.

A company’s internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

KPMG LLP, the Company’s independent registered public accounting firm, who audited the consolidated financial statements included in this Form 10-K, has issued an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP’s report appears on page 68 of this Form 10-K.

Remediation of Previously Reported Material Weaknesses

A material weakness is a deficiency, or combination of deficiencies, in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis.

Based on this assessment, management concluded that the Company’s risk assessment process was not effective in implementing controls on a timely basis in response to changes to the business operations, personnel, and other factors affecting certain financial reporting processes and related information technology (“IT”) systems.

As a result, the Company had ineffective Information Technology General Controls (“ITGCs”) related to certain systems, applications, and tools used for financial reporting;

and the Company did not establish effective user access and segregation of duties controls across financially relevant functions.

Therefore, the automated and manual process level controls over financial reporting which were dependent upon these ITGCs could not be relied upon.

The control deficiencies identified did not result in misstatements to our consolidated financial statements;

however, the control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

Therefore, our management concluded that the deficiencies represent material weaknesses.

KPMG LLP, the Company’s independent registered public accounting firm, who audited the consolidated financial statements included in this Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting.

KPMG LLP’s attestation report contains an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP’s report is included in Item 8 in this Form 10-K.

As previously disclosed in Part II, Item 9A.

“Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2022, management concluded that the Company’s risk assessment process was not effective in implementing controls on a timely basis in response to changes to the business operations, personnel, and other factors affecting certain financial reporting processes and related information technology (“IT”) systems.

As a result, the Company had ineffective

RIVIAN AUTOMOTIVE, INC.

Remediation Efforts to Address the Material Weaknesses

The aforementioned material weaknesses were identified in 2021.

While the Company has improved its organizational capabilities, the material weaknesses remain un-remediated as of December 31, 2022, and the Company’s remediation efforts will continue to take place in 2023.

During the year ended December 31, 2022, management completed the following remedial actions:

Information Technology General Controls (“ITGC”) related to certain systems, applications, and tools used for financial reporting and the Company did not establish effective user access and segregation of duties controls across financially relevant functions.

Therefore, the automated and manual process level controls over financial reporting which were dependent upon these ITGCs could not be relied upon.

Subsequently, our management completed the following remedial actions:

• performed a risk assessment over the IT systems used as part of financial reporting and business processes, including the various layers of technology;

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• designed, developed, and deployed an enhanced ITGC framework, including the implementation of a number of systems and tools to enable the effectiveness and consistent execution of these controls;

• hired critical leadership roles with public company and internal control experience responsible for designing, implementing, and monitoring our ITGCs, including the Chief Information Officer, Chief Operating Officer, Vice President Corporate Controller, and Head of SOX Compliance.

In addition to the remedial actions taken to date, the Company is still considering the full extent of the procedures to implement in order to remediate the material weaknesses described above.

However, the current remediation plan includes:

• continuing to implement processes and controls to better manage and monitor our segregation of duties risks, including enhancing the usage of technology and tools for segregation of duties within the Company’s systems, applications, and tools;

• continuing to implement ITGCs to manage access and program changes within our IT environment and to support the evaluation, monitoring, and ongoing effectiveness of key application controls and key reports;

◦ enhancing controls and the usage of technology and tools over consistent provisioning, deprovisioning, and periodic reviews of user access;

◦ enhancing monitoring processes to drive improved execution of ITGCs, including assessing the impact of business and technology changes for the continued alignment with financial reporting needs;

• continuing to expand our resources with the expertise, technical knowledge, and structure to implement, monitor, and maintain ITGCs, with a focus on user assess and segregation of duties controls.

The actions that we are taking are subject to ongoing management review and audit committee oversight.

We will not be able to conclude whether the steps we are taking will fully remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequently evaluated their effectiveness.

We may also conclude that additional measures are required to remediate the material weaknesses in our internal control over financial reporting.

• hired critical leadership roles with public company and internal control experience responsible for designing, implementing, and monitoring our ITGC;

• removed unnecessary and excessive access and implemented additional automation in provisioning and deprovisioning controls, monitoring of user access, and enhanced monitoring of the execution of our ITGC.

As a result of these actions, and based on the results of our evaluation to confirm the effective design, implementation, and operating effectiveness over a reasonable period, we concluded that, as of December 31, 2023, we have remediated the material weaknesses previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Changes in Internal Control Over Financial Reporting

Except for the remediation measures in connection with the material weaknesses described above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the actions taken to remediate the previously reported material weaknesses, as described above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Directors, Executive Officers and Corporate Governance

The information required by this Item will be included in our Proxy Statement for our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022 and is incorporated herein by reference.

The information required by this Item will be included in our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 and is incorporated herein by reference.

Executive Compensation

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

Principal Accountant Fees and Services

RIVIAN AUTOMOTIVE, INC.

Exhibits, Financial Statement Schedules

Exhibit and Financial Statement Schedules

Exhibit Index

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S-1/A 333-259992 4.2 10/22/2021

4.3 Indenture, dated as of March 10, 2023, between Rivian Automotive, Inc.

Bank Trust Company, National Association, as trustee.

8-K 001-41042 4.1 03/10/2023

4.4 Form of certificate representing the 4.625% Green Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.4)

8-K 001-41042 4.2 03/10/2023

4.5 Indenture, dated as of October 11, 2023, between Rivian Automotive, Inc.

Bank Trust Company, National Association, as trustee.

8-K 001-41042 4.1 10/11/2023

4.6 Form of certificate representing the 3.625% Green Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.5)

8-K 001-41042 4.2 10/11/2023

4.7* Description of Capital Stock

3 unchanged sentences

S-1/A 333-259992 10.2 11/01/2021

10.3# Non-Employee Director Compensation Program

S-1/A 333-259992 10.3 11/01/2021

10.3# Form of Performance Stock Unit Award Agreement under the Rivian Automotive, Inc.

2021 Incentive Award Plan

10-Q 001-41042 10.3 08/08/2023

RIVIAN AUTOMOTIVE, INC.

10.4# Non-Employee Director Compensation Program (effective April 1, 2023)

10-Q 001-41042 10.2 08/08/2023

10.5# 2021 Employee Stock Purchase Plan

2 unchanged sentences

S-1/A 333-259992 10.5 11/01/2021

10.6 Credit Agreement, dated as of May 20, 2021, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

S-1/A 333-259992 10.6 10/22/2021

10.7+ Amended and Restated Credit Agreement, dated as of April 19, 2023, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers and guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

8-K 001-41042 10.1 04/19/2023

10.8# Employment Agreement by and between Rivian Automotive, LLC and Robert Joseph Scaringe

S-1/A 333-259992 10.7 11/01/2021

RIVIAN AUTOMOTIVE, INC.

10.8# Employment Agreement by and between Rivian Automotive, LLC and Jiten Behl

S-1/A 333-259992 10.8 11/01/2021

10.9# Employment Agreement by and between Rivian Automotive, LLC and Claire McDonough

S-1/A 333-259992 10.9 11/01/2021

10.10# Transition and Release Agreement, dated as of March 2, 2021, by and between Rivian Automotive, LLC and Ryan Green

S-1/A 333-259992 10.11 11/01/2021

10.10# Employment Agreement by and between Rivian Automotive, LLC and Kjell Gruner

10-Q 001-41042 10.10 11/07/2023

10.11# Rivian Executive Bonus Plan

10-Q 001-41042 10.1 11/09/2022

10.12† Framework Agreement, dated as of September 16, 2019, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.

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S-1 333-259992 10.17 10/01/2021

RIVIAN AUTOMOTIVE, INC.

10.18† Development, Production and Supply Agreement, dated as of April 16, 2021, by and between Rivian Automotive, LLC and Troy Design and Manufacturing Co.

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1 to the Framework Agreement, dated as of October 26, 2021, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.

RIVIAN AUTOMOTIVE, INC.

10-K 001-41042 10.20 02/28/2023

10.22 Amendment to the Warrant to Purchase Series C Preferred Stock, dated as of October 31, 2021, by and between Rivian Automotive, Inc.

3 unchanged sentences

8-K 001-41042 10.1 05/06/2022

10.24 First Amendment to Economic Development Agreement, dated as of September 26, 2023 by and among Rivian Horizon, LLC, the State of Georgia acting by and through the Georgia Department of Economic Development, and Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County

8-K 001-41042 10.1 09/29/2023

10.25 Rental Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC

8-K 001-41042 10.1 11/13/2023

10.26 Bond Purchase Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC

8-K 001-41042 10.2 11/13/2023

10.27 Option Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC

8-K 001-41042 10.3 11/13/2023

10.28† Amendment No.

1 to Credit Agreement, dated as of May 20, 2021, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

10-Q 001-41042 10.1 05/11/2022

2 to the Framework Agreement, dated as of January 1, 2023, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.

10-K 001-41042 10.26 02/28/2023

10.29† Amendment No.

2 to Credit Agreement, dated as of May 20, 2021, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

10-Q 001-41042 10.2 05/11/2022

10.25# Rivian Executive Bonus Plan

3 to the Framework Agreement, dated as of November 7, 2023, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.

10-Q 001-41042 10.6 11/07/2023

10.26†* Amendment No.

2 to the Framework Agreement, dated as of January 1, 2023, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.

10.30 Form of Capped Call Confirmations

8-K 001-41042 10.1 10/11/2023

RIVIAN AUTOMOTIVE, INC.

10.31 Form of Additional Capped Call Confirmations

8-K 001-41042 10.2 10/11/2023

21.1* List of Subsidiaries of Rivian Automotive, Inc.

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32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C.

RIVIAN AUTOMOTIVE, INC.

97.1* Policy Relating to Recovery of Erroneously Awarded Compensation

101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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Pamela Thomas-Graham

/s/ John Krafcik Director February 26, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures