What changed in this filing

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Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-26 · 34 added, 29 removed, 166 unchanged (28% of the section changed)

3 unchanged sentences

Evaluation of Disclosure Controls and Procedures

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.

RIVIAN AUTOMOTIVE, INC.

Our management, with the participation of our Chief Executive Officer (“CEO“) and Chief Financial Officer (“CFO”) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2024.

Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

3 unchanged sentences

As of December 31, 2024, 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.

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.

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

4 unchanged sentences

KPMG LLP’s report appears on page 78 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.

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.

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;

• implemented processes to identify sensitive access and segregation of duties risks across relevant business and IT functions, implemented tools and systems to support the ongoing maintenance and evaluation of the risks and controls, and implemented controls to address risks within certain privileged IT access;

• 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 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 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.

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, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

(a) On November 13, 2024, we amended and restated our investors’ rights agreement (the “A&R IRA”) with certain holders of more than 5% of our Class A common stock and our directors, officers and/or certain entities affiliated with them to (A) extend the termination of the shareholders’ rights under the agreement and our affirmative obligations thereto until (i) with respect to any particular stockholder, such time such stockholder is able to sell all of its Registrable Securities (as defined in the A&R IRA), without restriction pursuant to Rule 144 or another similar exemption during any three-month period without registration and (ii) November 13, 2031;

and (B) include certain agreements with respect to maintaining an effective shelf registration statement while any registration rights under the A&R IRA are outstanding.

(b) Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

23 unchanged sentences

S-1/A 333-259992 4.1 11/01/2021

4.2 Fifth Amended and Restated Investors’ Rights Agreement, dated as of January 19, 2021, by and among the Registrant and certain holders of its capital stock, as amended

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

4.2* Sixth Amended and Restated Investors’ Rights Agreement, dated as of November 13, 2024, by and among the Registrant and certain holders of its capital stock, as amended

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

9 unchanged sentences

4.7 Description of Capital Stock

10-K 001-41042 4.3 2/26/2024

4.8† Convertible Promissory Note Purchase Agreement, dated as of June 25, 2024, between Rivian Automotive, Inc.

and Volkswagen International America Inc.

8-K 001-41042 4.1 06/25/2024

4.9 Form of Senior Convertible Promissory Note (included as Exhibit A to Exhibit 4.8)

8-K 001-41042 4.2 06/25/2024

10.1# 2015 Long-Term Incentive Plan, as amended, and forms of option and restricted stock unit agreements thereunder

2 unchanged sentences

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

RIVIAN AUTOMOTIVE, INC.

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

1 unchanged sentence

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

RIVIAN AUTOMOTIVE, INC.

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

27 unchanged sentences

S-1 333-259992 10.16 10/01/2021

RIVIAN AUTOMOTIVE, INC.

10.17† Statement of Work for Consignment Services, dated as of June 21, 2021, by and between Rivian, LLC and Manheim Remarketing, Inc.

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.

23 unchanged sentences

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

RIVIAN AUTOMOTIVE, INC.

10.29† Amendment No.

3 unchanged sentences

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

10.32^† REV Tax Credit Agreement effective as of April 29, 2024, by and among Rivian Automotive, LLC, and Rivian, LLC, and the State of Illinois acting by and through the Department of Commerce and Economic Opportunity

8-K 001-41042 10.1 05/03/2024

10.33^† Transaction Agreement, dated as of November 12, 2024, by and among Rivian Automotive, Inc., Volkswagen International America Inc.

and Volkswagen Aktiengesellschaft

8-K 001-41042 10.1 11/12/2024

10.34^†* Investment Agreement, dated as of November 13, 2024, by and among Rivian Automotive, Inc., Volkswagen International America Inc.

and Volkswagen Aktiengesellschaft

10.35^* Loan Agreement, dated as of November 13, 2024, by and between Rivian and VW Group Technology, LLC and Volkswagen Specter LLC

10.36^* Loan Agreement, dated as of November 13, 2024, by and between Rivian JV SPV, LLC, Rivian and VW Group Technology, LLC and Rivian Automotive, Inc.

10.37^† Loan Arrangement and Reimbursement and Sponsor Support Agreement, effective as of January 16, 2025, by and among Rivian New Horizon, LLC, Rivian Automotive, Inc.

and the United States Department of Energy

8-K 001-41042 10.1 01/16/2025

19.1* Insider Trading Compliance Policy

21.1* List of Subsidiaries of Rivian Automotive, Inc.

5 unchanged sentences

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation

10-K 001-41042 97.1 2/26/2024

RIVIAN AUTOMOTIVE, INC.

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

25 unchanged sentences

Chief Financial Officer February 24, 2025

Claire McDonough (Principal Financial Officer)

/s/ Jeffrey R.

Chief Accounting Officer February 26, 2024

Baker (Principal Accounting Officer)

Claire McDonough (Principal Financial Officer and Principal Accounting Officer)

/s/ Karen Boone Director February 24, 2025

6 unchanged sentences

/s/ Jay Flatley Director February 24, 2025

/s/ Pamela Thomas-Graham Director February 26, 2024

Pamela Thomas-Graham

/s/ John Krafcik Director February 24, 2025

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