What changed in this filing

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Item 1. Business

2026-02-12 compared with 2025-02-24 · 107 added, 195 removed, 144 unchanged (68% of the section changed)

Rivian is an American automotive manufacturer that develops and builds category-defining electric vehicles (“EVs”) as well as software and services that address the entire lifecycle of the vehicle.

The Company creates 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.

Rivian vehicles are built in the United States and are sold directly to consumer and

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commercial customers.

Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services.

Through innovation across its electrical architecture, end-to-end software, autonomous driving platform, artificial intelligence, and propulsion, the Company creates vehicles that excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy.

Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers.

Whether taking families on new adventures or electrifying fleets at scale, Rivian 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.

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 the recently formed Rivian and VW Group Technology, 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.

Rivian also offers 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.

During the three months ended December 31, 2024, in conjunction with growth in revenues from software and services and establishing Rivian and VW Group Technology, LLC, there was a change in the composition of the Company’s segments.

As a result of this change, the Company analyzes the results of the business through the following reportable segments:

Automotive and Software and Services.

Our in-house autonomy system has been designed with an AI-centric end-to-end approach and leverages the large amount of miles driven by Rivian vehicles for training, enabling the Company to continuously improve the system.

We believe our product performance 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”).

The Joint Venture is working to develop industry-leading software-enabled features and capabilities to address global markets and segments across a variety of vehicle platforms.

Interconnected by our AI platform, Rivian unified intelligence underpins our products and suite of software and services including Autonomy+, designed to deliver fast-paced innovation cycles, structural cost advantages, and exceptional customer experiences.

The Company analyzes the results of the business through two reportable segments, Automotive and Software and Services.

Our Products and Services

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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, chassis, Rivian Autonomy Platform, and digital user experience management.

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 via Connect+ which will include Rivian Assistant.

These technologies can continuously improve and expand functionality through cloud-enabled over-the-air (“OTA”) updates.

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We have also announced plans to manufacture our midsize platform (“MSP”) which underpins the R2 and R3 product lines.

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.

R2 is Rivian’s 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 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.

R2 is Rivian’s all-new midsize SUV that will deliver 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 Rivian’s long-term growth and profit potential.

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, Rivian Autonomy Platform, network architecture, and vehicle electronics.

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.

We expect R2 to benefit from the key vertically integrated technologies developed for R1 including our software stack, propulsion technology, the Rivian Autonomy Platform, and electrical architecture.

We expect customer deliveries of R2 vehicles to begin in the second quarter of 2026.

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R3 is our future midsize crossover that is expected to be 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.

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Commercial Vehicles

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We launched the Rivian Commercial Van (“RCV”) platform which underpins the Electric Delivery Van (“EDV”) variant, designed and engineered by Rivian in collaboration with Amazon.com, Inc.

We launched the Rivian Commercial Van platform, which underpins the Electric Delivery Van (“EDV”) variant, designed and engineered by Rivian in collaboration with Amazon.com, Inc.

and its affiliates (collectively, “Amazon”), our first commercial customer.

There are over 20,000 commercial vans on the road and in 2024, Amazon’s vans from Rivian delivered more than 1 billion packages to customers in the United States.

In addition to the EDV variant, we are beginning to sell RCV variants of the commercial van to customers beyond Amazon.

The EDV and RCV are long-range, electric commercial step-in vans designed for large scale production and deployment in a centrally-managed fleet.

The Rivian Commercial Van is a long-range, electric commercial step-in van 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 and RCV’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.

Both the EDV 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.

Automotive Regulatory Credits

We earn tradable credits in the operation of our business under various regulations related to zero-emission vehicles (“ZEVs”), greenhouse gas, fuel economy, and clean fuel.

We earn tradable credits in the operation of our business under various regulations related to zero-emission vehicles (“ZEVs”), greenhouse gas, fuel economy, and clean fuel in the United States and Canada.

We sell these credits to other regulated entities who can use the credits to comply with emission standards and other regulatory requirements.

As a result of changes to many of the programs governing such tradable credits, our ability to continue earning and selling the corresponding credits is uncertain at this time.

For more information on risks related to our ability to sell regulatory credits, see Part I, Item 1A.

Risk Factors.

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.

Complementing our vehicles, we provide a suite of value-added software and 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, Autonomy+, 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 (“ECU’s), 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 focuses on software, electronic control units (“ECU’s) design and development, 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 19 "Variable Interest Entities" to our consolidated financial statements included in this Form 10-K for more information.

Rivian is designing and developing advanced driver assistance features.

In December 2025, we released our Universal Hands Free feature via an OTA update to our R1 Gen 2 customers.

This feature significantly expanded our assistive hands-free driving capabilities for customers, going from availability on fewer than 150,000 miles of roads to more than 3.5 million miles of roads in North America.

We expect to begin charging a one-time or month-to-month fee for Autonomy+ advanced driver assistance features in consumer vehicles starting in April 2026.

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the medium-to-long term we expect to add additional advanced features such as point-to-point, eyes-off and eventually personal level 4 capabilities for vehicles with the necessary hardware.

• Remarketing.

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Our service network consists of physical service centers as well as mobile service vehicles.

In addition to the vehicle service network, we work with partner collision centers and supply them with the parts they need for work on Rivian vehicles.

We design, develop, manufacture, and operate the Rivian Adventure Network Direct Current fast chargers (the “Rivian Adventure Network”) at sites across North America.

In addition to the vehicle service network, we work with partner collision centers and other repair and maintenance providers and supply them with the parts they need for work on Rivian vehicles.

We design, develop, and manufacture Rivian Adventure Network Direct Current fast chargers which we operate at sites across North America (the “Rivian Adventure Network”).

Our solutions are designed to be cost effective and 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 .

Over 95% of our Rivian Adventure Network is open to non-Rivian EVs, allowing increased 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

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media, connectivity, and live security to our Rivian vehicles.

All consumer vehicles come standard with connectivity features such as OTA updates, live navigation, remote vehicle commands, and tethering.

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, Rivian is also 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.

It encompasses vehicle distribution, service, telematics, software services, charging, connectivity management, advanced driver assistance system and lifecycle management.

This cloud-based platform integrates and analyzes vehicle, infrastructure, and operations data.

• Other Services.

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Manufacturing

We currently manufacture all vehicles on the R1 and RCV platforms at our manufacturing facility in Normal, Illinois (“Normal Factory”), which is equipped to produce up to 150,000 vehicles annually when the equipment is operated at full rate and on multiple shifts.

This annual installed capacity is approximately 85,000 vehicles for the R1 platform and 65,000 vehicles for the RCV platform.

In 2025, we plan to prepare for our initial production of R2 in the first half of 2026, which will expand annual production capacity.

Following this capacity increase, the annual installed capacity split is expected to be up to 155,000 R2 vehicles, 85,000 R1 vehicles, and 65,000 RCV vehicles, with a total plant capacity capped at 215,000 annual units, allowing us to optimize production among the R2, R1, and RCV platforms at our Normal Factory.

Additionally, we are planning to shut down our Normal Factory for approximately one month in the second half of 2025 to integrate key elements of our manufacturing process in preparation for the R2 launch, which will temporarily impact our overall production.

We currently manufacture the vehicles on our R1 and Rivian Commercial Van platforms at our manufacturing facility in Normal, Illinois (“Normal Factory”) and expect to start customer deliveries of R2 in the second quarter of 2026.

The Normal Factory is equipped to produce up to 215,000 vehicles annually when the equipment is operated at full rate and on multiple shifts.

The annual installed capacity split is expected to be up to 155,000 R2 vehicles, 85,000 R1 vehicles, and 65,000 Rivian Commercial Van’s, allowing us to optimize production among all three platforms.

We are planning to construct a second manufacturing facility near the city of Social Circle, Georgia (“Stanton Springs North Facility”) to support demand from the United States and international markets with an anticipated capacity to produce 400,000 vehicles annually.

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In each phase we expect to produce vehicles on our midsize platform, including the R2 and R3.

We expect to begin construction in 2026 and start production on the first manufacturing line in 2028.

We expect to begin vertical construction in 2026 and start production on the first manufacturing line in 2028.

Vertical integration is core to our product development and manufacturing processes.

We design and develop a variety of components in the vehicle including the electric motors, gearboxes, inverters, battery packs, vehicle electronics, and chassis systems.

We design and develop a variety of components in the vehicle including the electric motors, gearboxes, inverters, battery packs, vehicle electronics, chassis systems, and most recently, the Rivian Autonomy Processor (“RAP1”) which is expected to be included in our vehicles in the future.

This vertical integration is expected to continue to allow Rivian to reduce costs in manufacturing our vehicles.

We work closely with hundreds of suppliers across the globe to procure raw materials and product components to bring our vehicles to market.

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Our supplier selection process is based on a wide variety of factors, including technical expertise, product quality, cost, location, and ramp capability.

Given the value we place on product performance, many supplier relationships extend beyond the procurement of raw materials and product components to include collaboration on product development, performance improvement and/or cost reduction opportunities.

We recently built a 1.2 million-square-foot supplier and logistics park that houses materials and supplies for the Normal Factory and is located just across the street with a direct connector tunnel to our facility.

This facility is a key enabler for the R2 launch, designed to drastically reduce 'dock-to-line' lead times and logistics costs.

Our products contain thousands of raw materials and product components that we purchase from hundreds of mostly single- or limited-source suppliers, for which no immediate or readily available alternative supplier exists.

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Despite these actions, we have faced, and continue to face, various manufacturing-related product component shortages, particularly as suppliers strive to adjust to our dynamic build plan.

Given the global nature of our supply chain, we also face risks relating to the imposition by the United States of tariffs on foreign imports.

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Given the global nature of our supply chain, we also face risks relating to tariffs and other trade barriers.

Battery raw materials, including lithium, nickel, graphite, and cobalt, represent one of the most vulnerable parts of our supply chain.

Similarly, magnet materials, particularly heavy rare earth minerals are currently required for multiple elements of our vehicles, are of limited supply geographically, and have limited supply options as a consequence of the specific requirements of the parts.

Timelines for these upstream materials are notably longer and more variable than the downstream supply chain due to factors outside of our control, including permitting under applicable regulations and rules, estimation of capital requirements, reliance on overseas equipment and plant, sufficient infrastructure capacity, intellectual property/know-how concentration, competition for supply, price volatility, and variability between mineral resources which inhibits standardization of production processes and industry specifications.

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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 less 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.

We delivered more EDVs than seasonally typical during the fourth quarter of 2024 and as a result expect to deliver more limited volumes, resulting in higher finished goods inventory, in the first quarter of 2025.

Additionally, we generally expect delivery volumes of commercial vehicle sales to be less in the final months of the year 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.

We delivered more EDVs than seasonally typical during the fourth quarter of 2025 as a result of supplier constraints experienced earlier in the year.

Our quarterly and year-to-date revenues also may be influenced by the timing of new product launches and changes in government incentives.

For example, during the second half of 2025, we experienced significant fluctuations in consumer demand as a result of the expiration of certain federal EV tax credits on September 30, 2025, which resulted in a pull-forward of deliveries into the third quarter and a corresponding decline in the fourth quarter of 2025.

We aspire to drive meaningful change in the world’s transition to sustainable mobility.

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As we participate across the spectrum of the consumer and commercial value chain, our competition extends beyond providers that operate in the capacity of an original equipment manufacturer or dealer.

Downstream competitors include a collection of third parties such as vehicle remarketers, vehicle repair and maintenance, charging, and software providers, and traditional fleet management companies.

Across the automotive value chain, we believe our vertically-integrated business model and technology platform, focus on customer experience, direct-to-customer relationships, and ability to efficiently launch multiple vehicle platforms position us to compete effectively.

Downstream competitors include a collection of third parties such as vehicle remarketers, vehicle repair and maintenance, charging, and software providers, autonomous vehicle software developers, and traditional fleet management companies.

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Across the automotive value chain, we believe we will be in a position to compete effectively because of our product and brand differentiation, our vertically-integrated technology, and our focus on the customer experience, including our direct-to-customer relationships.

Environmental, Health and Safety Matters

Certain of our operations, properties, and products are subject to stringent and comprehensive federal, state, and local laws and regulations governing matters related to product safety, environmental protection, occupational health and safety, and the release or discharge of materials into the environment, including air emissions and wastewater discharges.

Certain of our operations, properties, products, and services are subject to stringent and comprehensive federal, state, and local laws and regulations governing matters related to product safety, environmental protection, occupational health and safety, and the release or discharge of materials into the environment, including air emissions and wastewater discharges.

Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory and remedial obligations, and the issuance of orders enjoining some or all of our operations in affected areas.

Those requirements obligate us to obtain permits, registrations, and other government approvals from one or more governmental agencies to conduct our operations and sell our products.

We are also subject to permitting, registration, and other government approval requirements under environmental, health, and safety laws and regulations applicable in the jurisdictions in which we operate, obligating us to obtain permits, registrations, and other government approvals from one or more governmental agencies to conduct our operations and sell our products and services.

The requirements vary depending on the location where our regulated activities are conducted.

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“Risk Factors .”

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Regulations in the United States

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The categories of Safety Standards that apply to our vehicles include crashworthiness requirements, crash avoidance requirements, and EV requirements.

The R1T, R1S, EDV, and RCV are fully compliant with all such Safety Standards and other NHTSA requirements without the need for any additional exemptions.

The R1T, R1S, EDV, and Rivian Commercial Van are fully compliant with all such Safety Standards and other NHTSA requirements without the need for any additional exemptions.

We are also required to comply with or demonstrate exemptions from other requirements of federal laws administered by NHTSA, including the Federal Corporate Average Fuel Economy (“CAFE”) standards, Theft Prevention Act requirements, consumer information labeling requirements, Early Warning Reporting requirements regarding warranty claims, field reports, death and injury reports and foreign recalls, and owner’s manual requirements.

The R1T, R1S, EDV, and RCV are fully compliant with or exempted from compliance with the foregoing referenced standards.

The R1T, R1S, EDV, and Rivian Commercial Van are fully compliant with or exempted from compliance with the foregoing referenced standards.

Rivian also has a system in place to ensure compliance with all reporting obligations to NHTSA.

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• EPA Certificate of Conformity and California Executive Order .

The Clean Air Act requires that we obtain both an EPA-issued Certificate of Conformity and a California Air Resources Board (“CARB”)-issued Executive Order with respect to emissions for our vehicles, and include labeling providing consumer information such as miles per gallon of gas-equivalent ratings and maximum range on a single charge.

The R1T, R1S, EDV, and RCV (where applicable) have received EPA Certificates of Conformity and California Executive Orders for the applicable model years.

Beginning with model year 2026, additional warranty, durability, and other “zero-emission vehicle (“ZEV”) assurance measures” will be required for vehicles certified to Advanced Clean Cars Two (“ACCII”) standards and sold in California and those states adopting ACCII.

Rivian expects to fully comply with these standards.

The Clean Air Act requires that we obtain both an EPA-issued Certificate of Conformity and a California Air Resources Board-issued Executive Order with respect to emissions for our vehicles, and include labeling providing consumer information such as miles per gallon of gas-equivalent ratings and maximum range on a single charge.

The R1T, R1S, EDV, and Rivian Commercial Van (where applicable) have received EPA Certificates of Conformity and California Executive Orders for the applicable model years.

Beginning with model year 2026, additional warranty, durability, and other “zero-emission vehicle (“ZEV”) assurance measures will be required for vehicles certified to Advanced Clean Cars Two (“ACCII”) standards and sold in

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California and those states adopting ACCII.

Rivian expects to fully comply with these standards even as the Clean Air Act Waiver revocation is being litigated.

• Battery Safety and Testing.

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We have completed the applicable transportation tests for our prototype and production battery packs, demonstrating our compliance with the UN Manual of Tests and Criteria.

We also subject our battery packs to selected tests specified in the Society of Automotive Engineers (“SAE”) J2464 and J2929 standards, as well as tests defined by other standards and regulatory bodies and Rivian’s own internal tests.

We also subject our battery packs to selected tests specified in the Society of Automotive Engineers J2464 and J2929 standards, as well as tests defined by other standards and regulatory bodies and Rivian’s own internal tests.

These tests evaluate battery function and performance as well as resilience to conditions including immersion, humidity, fire, and other potential hazards.

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• Right to Repair .

We are also subject to certain laws and regulations, e.g., “Right to Repair,” laws, that would require us to provide third-party access to our network and/or vehicle systems.

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We are subject to certain laws and regulations, e.g., “Right to Repair,” laws, that would require us to provide third-party access to our network and/or vehicle systems.

Emission Credit Programs

As a manufacturer devoted to the design, development, and production of all-electric, battery-powered vehicles, we generate credits from regulatory standards that we can monetize through sale to other manufacturers.

For example, in connection with the delivery and placement into service of our ZEVs in California and other states that have adopted the California standards applicable to light-duty and medium-duty vehicles, we have earned and will continue to earn tradeable Advanced Clean Cars and Advanced Clean Trucks (“ACT”) credits and California greenhouse gas (“GHG”) credits that can be monetized.

In addition to state level credits, the EPA and NHTSA also set minimum GHG emissions and CAFE standards applicable to light- and medium-duty vehicles.

These federal regulations require that manufacturers of light- and medium-duty vehicles meet minimum standards pertaining to GHG emissions and fuel economy based on a vehicle’s footprint or overall dimensions.

As an early manufacturer of heavy-duty ZEVs at scale, we expect to generate substantial GHG and CAFE credits, and to benefit financially from these regulations.

In addition, in 2022, the EPA reinstated California’s ability to establish its own vehicle emission standards in lieu of the federal standards and to set ZEV requirements.

California regulators have since extended the ZEV portion of the Advanced Clean Cars rule for model years 2026 through 2035 and have been considering potential further amendments.

These standards, which have also been adopted by “Section-177” states, provide additional credit generating opportunities beyond the federal programs for Rivian through potential sales of those credits by the Company.

Rivian will continue to earn federal GHG credits in Canada in 2025.

Provincial ZEV credits will also be generated in British Columbia and Quebec.

The new United States presidential administration has begun efforts to review and possibly modify vehicle-related environmental standards.

Rivian is preparing for possible changes to regulatory programs, including those programs that yield regulatory credits.

In 2024, Rivian recognized $325 million from sales of regulatory credits earned for model years 2022 and 2023.

Subject to regulatory changes, Rivian expects to continue to recognize revenue in 2025 from credits earned for model years 2022 through 2024 as regulatory agencies approve compliance reports.

As a manufacturer devoted to the design, development, and production of all-electric, battery-powered vehicles, we continue to generate credits from regulatory standards in the United States and Canada where those standards are still in place;

however, the potential for both monetizing existing regulatory credit sale agreements and executing new ones has been eliminated or negatively impacted as environmental and efficiency standards are rolled back or the ability to trade has been eliminated.

Automobile Manufacturer and Dealer Regulation

State laws regulate the manufacture, distribution, sale, and service (including delivery) of automobiles, and generally require motor vehicle manufacturers and dealers to be licensed in order to sell vehicles directly to customers in the state.

As of December 31, 2024, 25 states and the District of Columbia permit Rivian, as a manufacturer of motor vehicles, to obtain a dealer license to conduct vehicle sales, provided we meet certain requirements.

Once licensed in one or more of these 25 states, we may sell our vehicles to any consumer in the United States as a matter of interstate commerce.

Rivian currently has dealer licenses to sell vehicles directly in thirteen states and has pending applications in another three states.

Twenty-five states restrict our ability to obtain a dealer license to sell within those states.

State laws regulate the manufacture, distribution, sale, delivery, and service of automobiles, and generally require motor vehicle manufacturers and dealers to be licensed in order to sell vehicles directly to customers in the state.

Certain states and jurisdictions permit Rivian to apply for a license and if granted, sell directly to consumers, while others do not.

To sell vehicles to residents of states where we do not have a license or are unable to be licensed due to our status as a manufacturer, we must conduct the sale out of state over the internet or telephonically.

Rivian has dealer licenses in most of the states where we are permitted to operate, with plans to obtain licenses in additional states.

Automobile Manufacturer Regulation in Canada

Our vehicles available for sale in the Canadian market are subject to environmental and safety certifications administered by the appropriate Canadian regulatory authorities, including Transport Canada and Environment Canada, and we have obtained these required national regulatory certifications to enable sales in Canada.

Unlike the United States, there are no impediments to a manufacturer applying for and receiving a dealer license to perform sales and service, however, we must obtain the necessary provincial licenses to enable sales and service in each location.

We have these licenses in British Columbia, Ontario, and Quebec and are in the process of obtaining the remaining licenses in the other provinces of Canada.

Our vehicles available for sale in the Canadian market are subject to environmental and safety certifications administered by the appropriate Canadian regulatory authorities, and we have obtained the required national regulatory certifications to enable sales in Canada.

While unlike the United States, there are no impediments to a manufacturer applying for and receiving a dealer license to perform sales and service, we must obtain the necessary provincial licenses to enable sales and service in each location.

We have these licenses in several provinces and are in the process of obtaining the remaining licenses in the other provinces of Canada.

Federal and State Incentives in the United States

As of December 31, 2024, incentives in the United States included:

• United States Federal Tax Credits.

The Qualified Plug-In Electric Drive Motor Vehicle Tax Credit program instituted by the United States government provides a tax credit of up to $7,500 for the purchase of new qualified plug-in electric drive motor vehicles.

In August 2022, Congress modified section 30D (“30D”) of the Internal Revenue Code of 1986 (the “Code”) by limiting the tax credit to electric trucks, SUVs and vans priced below $80,000 and imposing certain income restrictions for taxpayer eligibility to receive the 30D tax credit.

Eligibility for the 30D tax credit is also

Governments and private enterprises provide various incentives to Rivian and purchasers and users of EVs, as well as for technology important to the functioning of EVs.

While these tax incentives such as the deductible auto loan interest rate could lower the cost of vehicle ownership or operation, their potential impacts on us depend on the vehicles, purchasers, and

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contingent on (i) the vehicle’s final assembly occurring in North America, (ii) the vehicle having a certain percentage of the battery’s critical minerals originating from a United States free trade agreement partner or being recycled in North America, and (iii) the vehicle having a certain percentage of its battery’s components being manufactured or assembled in North America.

Moreover, if a vehicle battery’s critical minerals were extracted, processed or recycled by a “foreign entity of concern,” such as China or Russia, the 30D tax credit would not apply.

There is also a provision under Code section 45W (“45W”) that provides an incentive of between $7,500 and $40,000 depending on the Gross Vehicle Weight Rating and incremental cost increase between the electric commercial vehicle and a comparable internal combustion engine-equipped vehicle.

Unlike the consumer tax credit under 30D, there are no price limits, income caps, manufacturing mandates or content restrictions.

In addition to 30D and 45W, Congress also extended the Alternative Fuel Infrastructure Tax Credit under section 30C (“30C”) to tax credits for businesses up to 30% of the cost of installing alternative fueling equipment in eligible census tracts, up to $100,000.

Consumers who purchased residential fueling equipment but were not eligible to depreciate such equipment may receive a tax credit of up to $1,000 for equipment placed in service after December 31, 2022.

The program included electricity as an alternative fuel and potentially could be used by Rivian customers to offset the cost of their home charging systems and by businesses to offset the costs of installing electric vehicle charging stations.

Additionally, if Rivian sells such equipment to a tax-exempt entity, Rivian would be eligible to claim the credit for itself.

Unused credits may be carried backward one year and carried forward 20 years.

The 30C credit was extended until December 31, 2032.

Along with these consumer-facing credits, Congress also passed some manufacturing incentives in the Inflation Reduction Act of 2022 (“IRA”) that can benefit Rivian.

The 45X Advanced Manufacturing Production Tax Credit provides a $35/kwh incentive for cell manufacturing and $10/kwh for module assembly through 2032.

Rivian was able to claim the module assembly benefit starting in 2023.

The 48C Qualifying Advanced Energy Project Investment Tax Credit provides a 30% tax credit on investments to build production facilities for advanced energy technology, including wind, solar, energy storage, and EVs, among others.

Congress appropriated $10 billion into this program, with $4 billion allocated in a first round in late 2023/early 2024 for “energy communities” - projects in census tracts on or adjacent to census tracts containing former coal mines or power plants.

The remaining $6 billion is expected to be allocated in 2025, and Rivian could be eligible for additional credits related to the Normal Factory.

United States federal tax credits, including all those listed above, are subject to change by the new Congress and Administration.

The process and time required to amend the above credits is dependent upon the changes, be they legislative, regulatory, new guidance, or the political climate.

The current range of possible IRA amendments spans from relatively minor changes in implementation to a complete rewrite with timing being dependent upon the action.

Rivian expects to adapt the business accordingly.

• State Incentives.

A number of states and municipalities in the United States, as well as certain private enterprises, offer incentive programs to encourage the adoption of alternative fuel vehicles, including tax exemptions, tax credits, exemptions, and special privileges.

Some states have also implemented various incentives for the purchase of eligible ZEVs based on weight class and propulsion type.

For example, Washington exempts the purchase of EVs from state sales tax.

California, Colorado, Illinois, Oregon, and Oklahoma provide substantial state tax credits or rebates for the purchase of EVs.

Some of these programs have eligibility limits based on either consumer income or the manufacturer’s suggested retail price of the vehicle.

Others will supply rebates only until a set-aside amount of funding exists.

Several states will also be phasing out incentives over time or based on volume of EVs sold.

Other incentives include preferential parking for free or reduced rates and access to high-occupancy vehicle lanes on highways for all EVs.

users meeting the relevant qualification requirements.

Entities providing these incentives and benefits may end or phase them out with or without notice.

Intellectual Property

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We protect, use, and defend our intellectual property in support of our business objectives to increase our return on investment, enhance our competitive position, and create shareholder value.

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jurisdictions to establish and protect intellectual property rights related to our current and future business and operations.

Through strategic and business assessments of our intellectual property, we rely on a combination of patents, trade secrets, copyrights, service marks, trademarks, domains, contractual terms, and enforcement mechanisms across domestic and various international jurisdictions to establish and protect intellectual property rights related to our current and future business and operations.

While we do not believe that any single piece of intellectual property is individually material to the entirety of our business, our intellectual property is important to our business and operations and development of technologies.

As of December 31, 2025, we held over 1,200 granted patents and registrations worldwide and had over 2,000 patent applications pending with United States and international patent offices.

As of December 31, 2024, we held over 2,900 registered trademarks and had over 500 trademark applications pending with United States and international trademark offices, held 32 registered copyrights, and had 17 copyright application pending in United States and international copyright offices.

We will pursue intellectual property protection to the extent we believe it would be advantageous to our business objectives.

As of December 31, 2025, we held over 2,700 registered trademarks and had over 250 trademark applications pending with United States and international trademark offices, and held 48 registered copyrights and one copyright application pending in United States and international copyright offices.

We pursue intellectual property protection to the extent we believe it would be advantageous to our business objectives.

Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented, or challenged.

Our Approach to Impact and Inclusion

Our Approach to Impact

Fulfilling our ambitious mission and contributing to our vision for helping change the trajectory of our planet’s future for generations to come requires a holistic approach.

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Sustainability

Rivian is focused on creating solutions and demonstrating ways of operating that not only help shift mindsets, but also help support a healthy competitive landscape to shift away from fossil fuels and curtail climate change.

We believe we have an opportunity to play a role in the global economic transition to net zero emissions by working towards carbon-free electrification of road transportation.

Specifically, we are focused on:

• Producing EVs which can reduce carbon emissions;

• Actively reducing our environmental footprint, considering the impacts of our vehicles and their supply chains.

At Rivian , our mission extends beyond our products.

We’re considering our impact now and as our business expands.

This is woven into the fabric of Rivian as we scale — and we can do it while running a successful company.

We see the creation of groundbreaking products and services going hand-in-hand with business operations that reflect our values.

We are fully invested in accelerating the electrification of transportation by deploying products and solutions that accelerate transformation to an energy grid that is safer, cleaner, and more reliable.

Our current focus on applying sustainable practices across several facets of our business includes the following:

The choices we make in the design phase of our products including decisions about material selection, form factor, manufacturability, durability, and serviceability have an impact on the overall environmental footprint.

We develop life cycle assessments (“LCAs”) for our EVs which help us understand their environmental footprints.

We develop life cycle assessments (“LCAs”) for our EVs which help us understand their carbon footprints.

These LCAs conform with industry standards (International Organization for Standardization 14040 and 14044) and are reviewed by a third-party expert.

As Rivian continues to grow, we are simultaneously mapping our supply chain for the next stage of our development.

This includes prioritizing traceability for priority materials, focusing on steel, aluminum, and batteries, and incorporating standards intended to help protect communities involved in bringing our vehicles to life through membership in various coalitions and industry organizations.

As Rivian continues to grow, we are taking steps to map our supply chain and advance responsible sourcing practices in line with our Supplier Code of Conduct.

We are also focusing on steel, aluminum and battery materials by incorporating standards intended to help protect communities and the environment through membership in various coalitions and industry organizations.

• Circularity.

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Rivian is exploring options to embed circular principles into our business and is pursuing pathways to operationalize circularity that slow consumption of primary materials, reduce waste, and decarbonize our business.

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• Transitioning to Carbon-Free Energy.

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Specifically:

As we expand our charging deployments, we intend to continue to find ways to help drivers accelerate the transition to a carbon-free grid by matching 100% of the energy the vehicle consumes with renewable energy purchases no matter where the vehicle is charged—at home, on a third-party network, or on the Rivian Adventure Network.

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As we expand our charging deployments, we intend to continue finding ways to help drivers accelerate the transition to a carbon-free grid, including by matching 100% of the energy the vehicle consumes with clean energy no matter where the vehicle is charged for the first 10,000 miles of driving and for all charging on the Rivian Adventure Network.

◦ Renewable Energy.

We are investing in purpose-driven renewable energy projects that seek to positively impact our communities, our customers, our climate, and our industry.

We are investing in purpose-driven renewable energy projects that seek to positively impact our communities, customers, climate, and industry.

Human Capital

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a set of behaviors that serve as the backbone of Rivian’s organizational culture.

Our Compass Values serve as our guide to preserve and augment our culture through the people we attract, develop, and inspire.

• Come Together.

We never take for granted the magic that occurs when thinkers and doers from different industries and geographies, lived experiences, and perspectives surround a challenge from all sides.

So, we insist that our team members bring their authentic selves to work every single day.

At times there will be disagreements, but that’s a good thing.

Tension strengthens ideas.

The scale of our impact rests on our ability to move quickly as one team.

We challenge each other to deliver more as a group than we can as individuals - and get it done together.

Many of our decisions around vehicle development are built on cross-functional discussion and debates which ultimately require coming together to produce the right outcome.

Innovation isn’t the job of a small group within the Company.

Better ways of doing things are waiting to be discovered, and it’s incumbent upon all of us to approach our work from a place of curiosity.

Despite the breadth of objectives and the complexity of our goals, all our ideas begin the same way - from first principles.

When we start with undeniable basic truths, it opens up a world of possibility.

A first-principles approach enables us to discuss ideas rather than debate different sets of ideologies or dogmas from previous experiences.

The Rivian customer experience is derived from employees continuously asking why and understanding the rationale behind every decision.

The draw toward the unknown is strong within our team.

We must continue to cultivate a willingness to greet uncertainty with open arms, and all the other stuff that comes along with it.

Difficult questions.

Unexpected turns.

Redrawn plans.

Gnawed pencils.

Temple rubbing.

Lots and lots of temple rubbing.

When we stay open, hearts stretch, minds grow, new ideas surface and the impossible becomes fun.

As our industry rapidly evolves, we don’t stand near existing anchors but instead plan ahead to imagine what this could be.

Look up from where you are!

We’re part of not one but many interdependent ecosystems, and our actions have ripples across our entire organization and beyond.

While it’s easy to get mired in the day-to-day, so focused on the task in front of us, it’s important we never lose sight of what’s at stake or why we started down this path to begin with.

As we develop our commercial roadmaps and blueprints, each team curates their share of the Rivian customer experience with a keen awareness of the broader ecosystem.

Our Compass Values are the foundation of our culture and key to how we work together to pursue and achieve our ambitious goals.

We lead with curiosity and a determination to continuously improve.

We invite different ideas, allowing our perspective to change with new information.

We see the big picture, aligning our work to collective priorities and our mission.

• Build Together.

We are one team – what we’re creating is ambitious and requires all of us working together.

• Over Deliver.

The word forever says it all.

Our work is never done and that’s by design.

Loving the world means always looking for more ways to do better.

We don’t stop at good enough.

In order to create the change we seek, we go beyond what is expected of us - respond to the problems of today while intentionally laying the groundwork for a better tomorrow.

Multiple product launches and cutting-edge development across domains - over delivery on expectations is a core tenet of our strategy.

Our Focus on Belonging

At Rivian, we believe that forever is for EVERYONE and this philosophy aligns with our mission to keep the world adventurous forever.

Belonging is the outcome of diversity, equity, and inclusion and emerges naturally when we foster an environment

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where everyone is valued and has a voice—a place where we build strong communities, celebrate each individual, and connect deeply with the larger mission to thrive together.

Below are our operating principles that anchor all of our work for Belonging:

• Representation matters.

We are dedicated to building a workforce that includes a rich and varied range of diverse talent and experience, enhancing our creativity and innovation.

• Growth begins with individual awareness.

Understanding our backgrounds and perspectives serves as a bridge to innovative collaboration and enriched working relationships.

• Diverse teams are better teams.

We recognize that bringing teams together with different viewpoints and experiences helps us solve bigger challenges and expands the limits of what’s possible.

• We integrate fairness and accountability into all aspects of our workplace culture, ensuring every team member’s contributions are valued and rewarded.

We dream big to achieve the impossible for our customers, team and world.

Environment, Health, and Safety (“EHS”)

Creating a safe and inspiring environment is a priority that we expect Rivian employees to uphold in their daily activities.

EHS oversight occurs at the highest level of the Company.

EHS oversight, including sustainability oversight, occurs at the highest level of the Company.

The Rivian board of directors reviews, on a quarterly basis, key performance indicators, past EHS accomplishments, and continuous improvement initiatives.

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At Rivian, we strive to leverage our products, platform, and partnerships to help keep the world adventurous forever.

Our philanthropic efforts focus on addressing climate challenges, protecting nature, advancing a better energy future, and expanding opportunities for people and communities to thrive.

Through the Rivian Foundation— an IRS-registered 501(c)(3) private foundation (the “Rivian Foundation”) that began grantmaking in 2024—and Rivian’s own initiatives (collectively referred to as “Forever”), we aim to extend our impact beyond the products we create and the competition they inspire.

Together, these efforts aim to advance progress toward building a sustainable future for generations to come.

Our philanthropic efforts focus on protecting nature, advancing a better energy future, and expanding opportunities for people and communities to thrive.

Through the Rivian Foundation—an IRS-registered 501(c)(3) private foundation that began grantmaking in 2024—and Rivian’s own initiatives (collectively referred to as “Forever”), we aim to extend our impact beyond the products we create and the competition they inspire.

Together, these efforts aim to advance progress toward building a better future for generations to come.

Corporate Information

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Information contained on, or that can be accessed through, our website does not constitute part of this Form 10-K, and the inclusion of our website address in this Form 10-K is an inactive textual reference only.

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We have proprietary rights to trademarks, trade names, and service marks appearing in this Form 10-K that are important to our business.

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Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, and public conference calls and webcasts.

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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 1. Business