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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-24 · 400 added, 277 removed, 766 unchanged (47% of the section changed)

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We have audited the accompanying consolidated balance sheets of Rivian Automotive, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 12, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Total assets $ 15,410 $ 14,864

LIABILITIES AND EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

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Accrued liabilities ( Note 11 )

Current portion of deferred revenues, lease liabilities, and other liabilities 361 917

Current portion of deferred revenues, lease liabilities, and other liabilities ( Note 11 )

Total current liabilities 2,251 3,693

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Non-current lease liabilities ( Note 9 )

Other non-current liabilities 395 1,777

Other non-current liabilities ( Note 11 )

Total liabilities 8,848 10,270

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Accumulated deficit ( 23,305 ) ( 26,951 )

Accumulated other comprehensive income (loss) 3 ( 4 )

Accumulated other comprehensive (loss) income ( 4 ) 8

Noncontrolling interest 4 28

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6,464 6,170 5,243

Gross profit ( 3,123 ) ( 2,030 ) ( 1,200 )

Gross (loss) profit ( 2,030 ) ( 1,200 ) 144

Operating expenses

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Weighted-average common shares outstanding, basic and diluted 947 1,013 1,186

*The prior periods have been recast to conform to current period presentation.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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Net loss $ ( 5,432 ) $ ( 4,746 ) $ ( 3,626 )

Other comprehensive (loss) income ( 2 ) 5 ( 7 )

Other comprehensive income (loss) 5 ( 7 ) 14

Comprehensive loss ( 5,427 ) ( 4,753 ) $ ( 3,612 )

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(in millions)

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Non-controlling Interest Total

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Noncontrolling Interest Total

Shares Amount

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Capital stock issuance including employee stock purchase plan 42 — 63 — — — 63

Stock-based compensation — — 937 — — — 937

Other comprehensive loss — — — — ( 2 ) — ( 2 )

Net loss — — — ( 6,752 ) — — ( 6,752 )

BALANCE—December 31, 2022 926 1 26,926 ( 13,126 ) ( 2 ) — 13,799

Capital stock issuance including employee stock purchase plan 42 — 63 — — — 63

Purchase of capped call options — — ( 108 ) — — — ( 108 )

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Capital stock issuance including employee stock purchase plan 68 — 61 — — — 61

Funding of 50 % interest in Rivian and VW Group Technology, LLC

Funding of 50 % interest in Rivian and Volkswagen Group Technologies, LLC

— — 89 — — 3 92

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Other comprehensive loss — — — — ( 7 ) — ( 7 )

Net loss — — — ( 4,747 ) — 1 ( 4,746 )

Net (loss) income — — — ( 4,747 ) — 1 ( 4,746 )

BALANCE—December 31, 2024 1,131 1 29,866 ( 23,305 ) ( 4 ) 4 6,562

Capital stock issued to Volkswagen Group

52 — 745 — — — 745

Funding of 46.5 % interest in Mind Robotics, Inc.

— — 110 — — 2 112

Capital stock issuance including employee stock purchase plan 57 — 61 — — — 61

Stock-based compensation — — 726 — — — 726

Other comprehensive income — — — — 12 2 14

Net (loss) income — — — ( 3,646 ) — 20 ( 3,626 )

BALANCE—December 31, 2025 1,240 $ 1 $ 31,508 $ ( 26,951 ) $ 8 $ 28 $ 4,594

See accompanying notes to these consolidated financial statements.

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Stock-based compensation expense 821 692 741

Gain on equity method investment — — ( 101 )

Loss on convertible notes, net — 112 —

Inventory LCNRV write-downs and losses on firm purchase commitments 920 107 —

Other non-cash activities 222 28 ( 17 )

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Accounts payable and accrued liabilities 105 ( 572 ) 571

Deferred revenue 61 149 1,619

Deferred revenues 149 1,619 503

Other liabilities 141 316 ( 53 )

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Cash flows from investing activities:

Purchases of short-term investments — ( 2,410 ) ( 4,392 )

Purchases of equity securities and short-term investments ( 2,410 ) ( 4,392 ) ( 3,206 )

Sales of equity securities and short-term investments — — 108

Maturities of short-term investments 925 3,553 2,980

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Cash flows from financing activities:

Proceeds from issuance of capital stock including employee stock purchase plan 102 61 64

Proceeds from stock-based compensation programs 60 62 61

Proceeds from issuance of capital stock — — 750

Proceeds from issuance of long-term debt — — 1,250

Repayments of long-term debt — — ( 1,250 )

Proceeds from issuance of convertible notes 3,195 1,000 —

Proceeds from funding of 50 % interest in Rivian and VW Group Technology, LLC

Proceeds from funding of 50 % interest in Rivian and Volkswagen Group Technologies, LLC

Proceeds from funding of 46.5 % interest in Mind Robotics, Inc.

Purchase of capped call options ( 108 ) — —

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(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 during the years ended December 31, 2022, 2023, and 2024 was primarily the production and sale of EVs in the United States.

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.

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

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

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

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial information.

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Basis of Consolidation

The Company consolidates entities in which it has a controlling financial interest.

The Company consolidates entities in which it has a controlling financial interest, including Rivian and Volkswagen Group Technologies, LLC and Mind Robotics, Inc.

and Mind Robotics, LLC (see Note 19 "Variable Interest Entities” for more information).

Intercompany balances and transactions have been eliminated in consolidation.

Rivian and VW Group Technology, LLC

Rivian and Volkswagen Group Technologies, LLC

In November 2024, the Company established a joint venture with Volkswagen International America Inc.

and Volkswagen AG and its affiliates (“Volkswagen Group”).

Rivian and VW Group Technology, LLC (the “Joint Venture”) was established as an electrical architecture technology company with a focus on software, electronic control units and related network architecture design and development.

The initial focus of the Joint Venture will be to bring next-generation electrical architecture and best-in-class software technology to both companies’ future electric vehicles.

Rivian and Volkswagen Group Technologies, LLC (the “Joint Venture”) was established as an electrical architecture technology company with a focus on software, electronic control units and related network architecture design and development.

The initial focus of the Joint Venture is to bring next-generation electrical architecture and best-in-class software technology to both companies’ future electric vehicles.

The Company and Volkswagen Group each contributed working capital, certain assets, and personnel to the Joint Venture in exchange for 50 % each of the equity interests in the Joint Venture, with the net cash and non-cash contribution from Volkswagen Group totaling $ 92 million.

The Joint Venture i s a consolidated variable interest entity.

The Joint Venture is a consolidated variable interest entity.

See Note 19 "Variable Interest Entities” for more information.

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In addition, the Company and Volkswagen Group entered into an investment agreement (“Investment Agreement”) for three additional equity investments in the Company, pursuant to the achievement of the following milestones:

• Upon the later of June 30, 2025 and the achievement of the Financial Milestones defined in the Investment Agreement, the Company will receive $ 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.

See Note 4 "Revenues" for more information.

• As of March 31, 2025 the Financial Milestone was achieved, and on June 30, 2025 the Company received $ 1,000 million in exchange for $ 750 million of the Company’s class A common stock, equal to approximately 52 million shares at a price of $ 14.56 per share, with deferred revenues recorded within “Current portion of deferred revenues, lease liabilities, and other liabilities” and “Other non-current liabilities” on the Consolidated Balance Sheets for the $ 250 million premium received.

As a result of the transaction, Volkswagen Group became a related party of the Company on June 30, 2025.

See Note 4 "Revenues" for more information on deferred revenues and Note 14 "Related Party Transactions" .

• Upon achievement of the Testing Milestones defined in the Investment Agreement, the Company will receive $ 1,000 million in exchange for $ 1,000 million of the Company’s class A common stock, calculated based on the Company’s 30 -trading day volume-weighted average price prior to share issuance (although the aggregate share issuance may be effected through convertible note mechanisms or in stages).

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See Note 4 "Revenues" for more information.

The Company, together with 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.

The Company, together with Rivian JV SPV, LLC (“Joint Venture Equityholder”), and Volkswagen Group also entered into loan agreements (“Loan Agreements”) providing for a committed $ 1,000 million term loan facility, available to the Joint Venture.

When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by the Company.

Finally, in June 2024, the Company received $ 1,000 million in proceeds from the 2026 Convertible Note, which converted into shares of the Company’s Class A common stock in December 2024.

Finally, in June 2024, the Company received $ 1,000 million in proceeds from the unsecured convertible promissory note due June 2026 (“2026 Convertible Note”), which converted into shares of the Company’s Class A common stock in December 2024.

See Note 10 “Debt” for more information.

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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 assumptions employed in the consolidated financial statements are appropriate and the resulting balances are reasonable under the circumstances.

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Accounts Receivable, Net

Accounts receivable primarily consist of amounts due from customers for the sale of EVs and regulatory credits and are reported at the invoiced amount, less an allowance for any potential uncollectible amounts.

Accounts receivable primarily consist of amounts due from customers for the sale of electric vehicles (“EVs”) and from the Volkswagen Group for services provided by the Joint Venture (see Note 4 “ Revenues ” for more information), and are reported at the invoiced amount less an allowance for any potential uncollectible amounts.

The Company’s allowance for uncollectible amounts was not material as of December 31, 2024 and 2025.

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The Company does not utilize derivative instruments for trading or speculative purposes.

The asset, liability, and aggregate notional amount resulting from the Company’s commodity contracts were not material as of December 31, 2023 and 2024.

The Company has entered into commodity contracts, and the resulting asset, liability, and aggregate notional amounts were not material as of December 31, 2024 and 2025.

These derivatives are economic hedges used to manage overall price risk and have not been designated as hedging instruments.

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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 transaction and the contractual terms of the agreement.

The degree of counterparty credit risk varies based on many factors, including the duration of the underlying transaction and the contractual terms of the underlying agreement.

As of December 31, 2024 and 2025, all of the Company’s cash, typically in amounts exceeding insured limits, was distributed across several large financial institutions that the Company believes are of high credit quality.

Management evaluates and approves credit standards and oversees the credit risk management function related to cash equivalents, short-term investments, accounts receivable, and customer deposits.

As of December 31, 2023 and 2024, the counterparties to the Company’s derivative instruments, the ABL Facility lenders, and Chase Bank (as a source of accounts receivable, see Note 4 "Revenues" for more information) are financial institutions that the Company believes are of high credit quality.

As of December 31, 2024 and 2025, the counterparties to the Company’s derivative instruments, the ABL Facility lenders (including JP Morgan Chase Bank, N.A.

(“Chase Bank”)), and Chase Bank, from which accounts receivable are due to the Company (see Note 4 "Revenues" for more information) are financial institutions that the Company believes are of high credit quality.

The Company is subject to risks related to its dependence on its suppliers, the majority of which are single-source providers of raw materials or components for the Company’s products.

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Fluctuations in the cost of raw materials or product components and supply interruptions or shortages could materially impact the Company’s business.

The imposition of tariffs and other trade barriers may make it more costly to import raw materials and product components and could result in disruptions in supply and production.

Impairment of Long-Lived Assets

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Research and Development Costs

R&D costs consist primarily of personnel costs for teams in engineering and research, prototyping expenses, consulting and contractor expenses, amortized equipment costs, and allocation of indirect costs.

Research and development (“R&D”) costs consist primarily of personnel expenses for teams in engineering and research including cash incentives and stock-based compensation, prototyping expenses, consulting and contractor expenses, software expenses, data services, including hosting, storage, and compute, and allocation of indirect expenses.

R&D costs also include the cost of vehicle electrical architecture and software development services funded by the Company (see Note 1 "Presentation and Nature of Operations" , Note 4 "Revenues" , and Note 19 "Variable Interest Entities" for more information).

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Selling, General, and Administrative

SG&A expenses consist primarily of personnel costs for teams in sales, service, facilities, corporate, executive, finance, and other administrative functions, as well as outside professional services, including legal, accounting, and audit services.

SG&A expenses also include allocated facilities expenses such as rent and depreciation, and other general corporate expenses such as travel and recruiting expenses.

Selling, general, and administrative (“SG&A”) expenses consist primarily of personnel expenses for employees in the Company’s sales, service, facilities, corporate, executive, finance, and other administrative functions, as well as outside professional services, including legal, accounting, and audit services.

Personnel expenses include selling commissions and stock-based compensation.

SG&A expenses also include allocated facilities expenses such as utilities, rent, and depreciation, and other general corporate expenses such as travel, recruiting, and marketing expenses, as well as taxes and insurance.

Advertising costs are recorded in “Selling, general, and administrative” in the Consolidated Statement of Operations as they are incurred.

The advertising costs recognized during the years ended December 31, 2023, 2024 and 2025 were not material.

Equity Method Investments

The Company applies the equity method of accounting to investments in entities over which the Company has significant influence.

During the three months ended March 31, 2025 the Company entered into an agreement to receive Series B-1 preferred shares of Also, Inc.

(“Also”) with a fair value of approximately $ 104 million in exchange for the contribution of certain employees, intellectual property, and fixed assets that had been previously dedicated to micromobility product development at the Company.

The net book value of assets contributed was approximately $ 3 million, resulting in a gain of approximately $ 101 million recorded to “Other income (expense), net” in the Consolidated Statements of Operations .

The Series B-1 preferred shares are convertible into an equal number of common shares at the Company’s option, or automatically in certain cases such as in an initial public offering.

The Company’s ownership percentage of the outstanding shares of Also as of March 31, 2025 was 49.8 %, with funds managed by Eclipse Ventures (collectively, “Eclipse Ventures”) owning the remaining share, received in exchange for $ 105 million.

The Also board of directors is comprised of four seats.

Eclipse Ventures and the Company have each appointed one director, and the Company will retain its right to appoint such director until its ownership share decreases below a defined threshold.

Separately, the Company’s Chief Executive Officer (“CEO”), RJ Scaringe, has been appointed to Also’s board of directors, with the common shareholders of Also retaining the right to remove or appoint such director.

As a result of its dedicated director and significant Series B-1 ownership interest, which is determined to be in-substance common stock, the Company has significant influence over and is a related party of Also, with a corresponding equity method investment recorded in “Other non-current assets” on the Consolidated Balance Sheets .

The Company’s share of Also’s results of operations is recorded in “Other income (expense), net” in the Consolidated Statements of Operations on a one-quarter lag.

The Company’s share of Also’s results of operations was not material for the year ended December 31, 2025.

In July 2025, Also issued Series C preferred shares to a third party, which reduced the Company’s ownership percentage from 49.8 % down to 40.6 %.

In December 2025 and January 2026, Also issued additional Series C preferred shares to third parties, which further reduced the Company’s ownership percentage to 39.2 %.

The aggregate gain associated with the adjustments to the carrying value of the Company‘s equity method investment resulting from all of the Series C preferred share issuances is not material.

The Company‘s related party transactions with Also during the year ended December 31, 2025 were not material.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Joint Venture Deferred Compensation Program

In addition to the Company's 2015 Long-Term Incentive Plan ("2015 Stock Plan") and 2021 Incentive Award Plan (“2021 Stock Plan” and, together, “Stock Plans”), which permit the grant of restricted stock units, stock options, and other stock-based awards to Joint Venture employees, non-employees including directors, and consultants (see Note 13 "Stock-Based Compensation" for more information), the Joint Venture provides a deferred compensation program that allows for shares of Volkswagen Group equity and phantom shares, in some cases, to be awarded to its employees, non-employees including directors, and consultants, generally vesting in quarterly installments over 2 years.

Unvested shares generally are forfeited upon the termination of a grantee’s service.

Forfeitures are recorded as an adjustment to compensation expense in the same period as the forfeitures occur.

Compensation expense for the awards is recognized on a straight-line basis over the requisite service period.

In advance of the grant date, shares of Volkswagen Group equity are purchased over the counter by a trust controlled by the Joint Venture and held until vested.

Dividends paid are reinvested and are subject to the same vesting requirements as the underlying shares.

Upon vesting, ownership of the shares and reinvested dividends is transferred to the grantee.

Shares underlying phantom awards are sold upon vesting, and the proceeds are transferred to the grantee.

The shares held in trust are accounted for as an investment in equity securities and carried at fair value within “Other current assets” and “Other non-current assets” on the Consolidated Balance Sheets , with unrealized holding gains and losses recorded in “Other income (expense), net” in the Consolidated Statements of Operations .

The accrued liability for deferred compensation also is carried at fair value within “Accrued liabilities” on the Consolidated Balance Sheets , with changes in fair value recorded to compensation expense in the Consolidated Statements of Operations .

Purchases of shares of Volkswagen Group equity are recorded in “Purchases of equity securities and short-term investments” in the investing section of the Consolidated Statements of Cash Flows .

In April 2025, the trust was formed on behalf of the Joint Venture for the purpose of purchasing and holding shares of Volkswagen Group equity.

In May 2025, the trust made the first purchase of shares of Volkswagen Group equity, and the first awards under the deferred compensation program were made.

The investment in equity securities and accrued liability for deferred compensation are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices for identical assets or liabilities in active markets and were not material as of December 31, 2025.

For the year ended December 31, 2025, unrealized holding gains and losses on the investment in equity securities and deferred compensation expense were not material.

NEW ACCOUNTING STANDARDS

Recently Adopted And Upcoming Accounting Standards Not Yet Adopted

Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures updates required disclosures of significant reportable segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of a segment's profit or loss.

The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, though early adoption is permitted.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted this ASU for the year ended December 31, 2024 and applied the amendments retrospectively to all prior periods presented in the consolidated financial statements (see Note 18 "Segment Information" ).

ASU 2023-09, Income Taxes (Topic 740):

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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 in the year ended December 31, 2025.

In March 2024, the SEC issued a final rule under SEC Release Nos.

33-11275 and 34-99678, “The Enhancement and Standardization of Climate-Related Disclosures for Investors.” The rule requires disclosure of material climate-related information outside of the audited financial statements and disclosure in the footnotes addressing specified financial statement effects of severe weather events and other natural conditions above certain financial thresholds, certain carbon offsets, and renewable energy credits or certificates.

The standard is effective for the Company's 2025 Annual Report on Form 10-K.

In April 2024, the SEC released an order staying this final rule pending judicial review of all the petitions challenging the rule.

The Company is in the process of analyzing the expected impact of the rule and related litigation on the Company‘s disclosures.

The presentational impacts of this ASU have been adopted retrospectively for the year ended December 31, 2025 (see Note 12 “Income Taxes” for more information).

ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”) improves the disclosures of expenses and requires more detailed information about the types of expenses included in commonly presented expense captions.

The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with retrospective application permitted.

The Company is currently evaluating the presentational impact of this ASU and expects to adopt its provisions in the Annual Report on Form 10-K for the year ending December 31, 2027.

RIVIAN AUTOMOTIVE, INC.

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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.

New EV revenues are primarily derived from the sale of consumer and commercial EVs, as well as related promises that meet the definition of a performance obligation.

Revenue from the sale of EVs is recognized at the point in time when control transfers to the customer, which generally occurs upon delivery.

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.

The promise to provide over-the-air (“OTA”) vehicle software updates has historically represented a stand ready obligation to provide these services, with revenue related to OTA software updates being recognized ratably throughout the performance period, beginning with control of the vehicle being transferred to the customer and continuing through the estimated useful life of the EV.

As a result of enhanced maturity of the vehicle software, during the year ended December 31, 2025, the promise to provide OTA vehicle software updates was determined to be immaterial in the context of the EV sale contract and accordingly, the transaction price is no longer allocated to the promise to provide OTA vehicle software updates.

Revenue from the sale of Electric Delivery Vans (“EDVs”) is recognized in accordance with a bill and hold arrangement, under which revenue is recognized when risk of ownership has been transferred to the customer, but pick-up is delayed at the request of the customer.

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Sales tax is excluded from the measurement of the transaction price.

During the year ended December 31, 2024, approximately 37 %, of the Company’s revenues were from new EV sales to Chase Bank, with Chase Bank entering into leasing arrangements for purchased vehicles.

During the years ended December 31, 2024 and 2025, approximately 37 % and 36 %, respectively, of the Company’s revenues were from new EV sales to Chase Bank, with Chase Bank entering into leasing arrangements for purchased vehicles.

The Company has an obligation to share a portion of the difference between the residual value realized by Chase Bank at the end of the lease term and the residual value determined at lease inception.

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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 the RVRS liability was not material.

While the Company re-evaluates the adequacy of the RVRS liability on a regular basis and makes revisions when necessary, the estimate is inherently uncertain, especially given the limited history of Rivian leases, and more historical experience or updates to benchmarks and projections may cause changes to the RVRS liability in the future.

As of December 31, 2024 and 2025 the RVRS liability was not material.

The standalone selling prices of performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services, and other available information.

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Regulatory Credits

The Company generates tradable credits from various regulatory standards, including standards related to zero-emission vehicles (ZEVs”) and greenhouse gas.

The Company generates tradable credits from various regulatory standards, including standards related to zero-emission vehicles (“ZEVs”), greenhouse gas, fuel economy, and clean fuel in the United States and Canada.

The Company sells regulatory credits to third parties, and revenue is recognized at the point in time that control of the regulatory credits is transferred to the purchasing party.

Payment is typically received within one quarter or less of transfer of control of the credits to the customer.

Software and Services

Software and services revenues consist primarily of sales of vehicle trade-ins (“remarketing”) and vehicle repair and maintenance services, as well as new 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.

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

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Software and Services

Software and services revenues consist primarily of services provided by the Joint Venture to further develop, customize, and enhance Rivian’s vehicle electrical architecture technology and software for use in the customer’s future vehicle programs, sales of vehicle trade-ins (“remarketing”) and vehicle repair and maintenance services.

Remarketing revenue is recognized at a point in time when vehicle title and risk of loss transfer to the customer.

Revenues for vehicle repair and maintenance services are recognized over time as services are provided.

Because the services provided by the Joint Venture involve significant modification and customization of Rivian’s existing vehicle electrical architecture technology and software for the customer, the intellectual property licensed to the customer and the ongoing development services are combined into a single performance obligation in the contract with the customer.

Revenue for the combined performance obligation is recognized over time, using an input-based measure of progress, because the customer has the ability to both direct the use of and obtain substantially all of the remaining benefits from the technology and software as it is being developed, customized, and enhanced for the customer.

The combined performance obligation is satisfied over time, until the vehicle electrical architecture technology and software promised to the customer is completed.

The combined performance obligation for the services provided by the Joint Venture is satisfied over time, until the vehicle electrical architecture technology and software promised to the customer is completed.

In addition to ongoing payments to fund the Joint Venture’s development services, revenue recognized for the combined performance obligation includes the following consideration transferred by the customer:

• $ 1,295 million received for a license of intellectual property related to Rivian’s existing vehicle electrical architecture and software technology

• Variable consideration in the form of the $ 250 million to be received as part of the Financial Milestones payment, which the Company has determined is probable of receipt (see Note 1 "Presentation and Nature of Operations" )

• Variable consideration in the form of $ 250 million received in June 2025 for the achievement of the Financial Milestone (see Note 1 "Presentation and Nature of Operations" )

• The $ 210 million to be received no later than January 3, 2028 as part of the Start of Production Milestone payment (see Note 1 "Presentation and Nature of Operations" ), and

• The $ 201 million in noncash consideration paid by Volkswagen Group in the form of a loan commitment (see Note 10 "Debt" ).

Each of the above components of the consideration transferred by the customer is included in the transaction price for the combined performance obligation because they were all negotiated as a package with a single commercial objective (i.e., bringing next-generation electrical architecture technology and best-in-class software to future Volkswagen Group vehicle programs).

The majority of the transaction price is included in the Company’s contract liabilities as of December 31, 2024.

As of December 31, 2024, the Company expects to recognize the corresponding revenue over approximately four 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 majority of the transaction price is included in the Company’s contract liabilities (i.e., deferred revenues) as of December 31, 2025, and the Company expects to recognize the corresponding revenue over approximately 2.5 years, with the amount of revenue to be recognized each period expected to be relatively consistent over time given the Joint Venture’s steady progress toward satisfaction of the combined performance obligation to develop, customize, and enhance Rivian’s existing vehicle electrical architecture technology and software for use in the customer’s future vehicle programs.

It is reasonably possible that the Company’s expectations could change over time according to changes in the pattern of progress, and accordingly the pattern of revenue recognized could be adjusted over time and ultimately differ from current expectations.

The Company recognized $ 73 million and $ 836 million for the years ended December 31, 2024 and 2025, respectively, of revenue for the combined performance obligation with Volkswagen Group, a related party of the Company.

As of December 31, 2024 and 2025, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Consolidated Balance Sheets were not material and $ 328 million, respectively.

Payment for vehicle electrical architecture and software development services is generally due in advance.

Payment for remarketing and vehicle repair and maintenance services is typically received when control transfers to the customer or due in accordance with payment terms customary to the business.

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 comprised of the $ 1,295 million received and the $ 201 million in noncash consideration discussed above, which will be reduced over time as revenue is recognized.

Contract liabilities also include payments for vehicles collected prior to delivery of the EV, generally satisfied within one quarter or less, 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 Consolidated Balance Sheets (in millions):

Deferred Revenues

The Company recognizes deferred revenues when payments are received or due before the related performance obligation is satisfied.

The Company’s deferred revenues are primarily the result of consideration received in advance for the Joint Venture’s combined performance obligation, including ongoing payments to fund the Joint Venture’s development services, which are generally recognized as revenues within 12 months of receipt, as well as payments for EVs collected prior to delivery, generally satisfied as vehicles are delivered, extended vehicle repair and maintenance contracts, satisfied over the coverage period, and OTA vehicle software updates, generally satisfied over the estimated useful life of the EV.

The Company’s deferred revenues exclude fully-refundable customer deposits.

The following table summarizes the Company’s deferred revenues recorded by line item on the Consolidated Balance Sheets (in millions):

December 31, 2024 December 31, 2025

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Other non-current liabilities 1,288 1,066

Total contract liabilities $ 221 $ 1,840

Revenues recognized from contract liability balances as of December 31, 2022 and 2023 were not material for the years ended December 31, 2023 and 2024.

Total deferred revenues $ 1,840 $ 2,343

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024 and December 31, 2025, $ 1,526 million and $ 1,794 million, respectively, of the Company’s deferred revenues consisted of consideration received from Volkswagen Group in connection with the Joint Venture, including consideration received for a license of intellectual property related to Rivian’s existing vehicle electrical architecture and software technology, noncash consideration, and advance payments for vehicle electrical architecture and software development services.

Refer to Note 14 “Related Party Transactions” for deferred revenues associated with Amazon.com, Inc.

and its affiliates (“Amazon”).

Deferred revenues recognized from contract liability balances as of December 31, 2023 and 2024 were $ 85 million and $ 551 million for the years ended December 31, 2024 and 2025, respectively.

Cost of Revenues

Cost of revenues primarily relates to new vehicles and includes direct materials and labor costs, including stock-based compensation;

Cost of revenues primarily relates to new vehicles and includes direct materials and personnel expenses, including salaries, wages, bonuses, stock-based compensation, benefits, and employment taxes;

manufacturing overhead (e.g., depreciation of machinery and tooling);

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Total warranty reserve $ 473 $ 463

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Warranty expense is recorded as a component of automotive cost of revenues in the Company’s Consolidated Statements of Operations .

The Company’s warranty and field service action activity for the year ended December 31, 2022 was primarily for warranties issued during the period.

The following table presents the warranty and field service action activity within the reserve for the years ended December 31, 2024 and 2025 (in millions):

Year Ended December 31,

2023 2024 2025

Beginning balance $ 100 $ 275 $ 473

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Ending balance $ 275 $ 473 $ 463

Included within “Adjustments to pre-existing warranties” above is a $ 45 million reduction to the warranty reserve for the year ended December 31, 2025 resulting from the evaluation of an additional 12 months of claims data, indicating a lower expected claims cost for vehicles previously sold, in addition to other adjustments that are not material.

FAIR VALUE MEASUREMENTS

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As the Company views these securities as available to support current operations, highly liquid securities with maturities beyond 12 months are classified as current assets.

The Company’s available-for-sale debt securities are measured at fair value with unrealized gains and losses recorded in “Other comprehensive (loss) income” in the Consolidated Statements of Comprehensive Loss and reclassified to net loss upon maturity or sale of the security.

The Company’s available-for-sale debt securities are measured at fair value with unrealized gains and losses recorded in “Other comprehensive income (loss)” in the Consolidated Statements of Comprehensive Loss and reclassified to net loss upon maturity or sale of the security.

Term deposits are recorded at cost, which approximates fair value due to their short time to maturity.

Interest receivable on cash

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

equivalents and short-term investments is recorded in “Other current assets” on the Consolidated Balance Sheets and was not material of December 31, 2023 and 2024.

Interest receivable on cash equivalents and short-term investments is recorded in “Other current assets” on the Consolidated Balance Sheets and was not material of December 31, 2024 and 2025.

A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements.

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• Level 3 – Instruments with model-derived valuations whose significant inputs are unobservable

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the fair value of the Company’s cash and cash equivalents and short-term investments and their corresponding level within the fair value hierarchy:

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Cash $ 1,157 $ 1,370

Money market funds 1 6,070 1 3,868

Commercial paper 2 184 2 42

Money market funds 1 3,868 1 2,142

Term deposits 2 — 2 25

United States Treasury securities 1 60 1 —

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Short-term investments:

United States Treasury securities 1 $ 1,061 1 $ 993

Term deposits 2 450 2 475

Certificates of deposit 2 $ 141 2 $ 223

Commercial paper 2 378 2 437

Corporate bonds 2 374 2 464

Certificates of deposit — — 2 141

Term deposits 2 475 2 600

United States Treasury securities 1 993 1 735

Other items 2

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2 Includes Yankee bonds and agency discount notes.

3 As of December 31, 2024, $ 289 million is due between 12 and 18 months.

3 As of December 31, 2024 and 2025, $ 289 million and $ 257 million is due between 12 and 24 months, respectively.

As of December 31, 2024 and 2025, the fair value of cash equivalents and short-term investments approximated their cost.

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Total inventory $ 2,248 $ 1,594

The carrying value of the Company’s inventory was written down by $ 319 million and $ 66 million from its cost to its NRV as of December 31, 2023 and 2024, respectively.

Additionally, the Company has a liability for LCNRV losses related to firm purchase commitments of $ 126 million and $ 5 million as of December 31, 2023 and 2024, respectively, which is reflected in the “Inventory” component of “Accrued liabilities” on the Consolidated Balance Sheets .

Refer to Note 11 "Accrued Liabilities" for more information about Accrued liabilities.

The net impact of LCNRV write-downs and the change in accrued liabilities for losses on firm purchase commitments was $ 920 million and $ 107 million during the years ended December 31, 2022 and 2023, respectively, and recorded in automotive cost of revenues in the Consolidated Statements of Operations .

Because the $ 121 million year-over-year decrease in losses on firm purchase commitments exceeded the $ 66 million LCNRV write-down on the carrying value of inventory as of December 31, 2024, the Company did not have a net non-cash loss for inventory LCNRV write-downs and losses on firm purchase commitments during the year ended December 31, 2024;

that is, the net loss for inventory LCNRV write-downs and losses on firm purchase commitments was realized into cash losses.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PROPERTY, PLANT, AND EQUIPMENT, NET

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Estimated Useful Lives December 31, 2024 December 31, 2025

Computer equipment, hardware, and software 3 to 5 years

Land, buildings, and building improvements 10 to 40 years

$ 972 $ 1,085

Leasehold improvements Shorter of 10 years or lease term

Machinery, equipment, vehicles, and office furniture 2 to 10 years

Computer equipment, hardware, and software 3 to 5 years

Construction in progress 621 1,712

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The Company determines whether a contractual arrangement is or contains a lease at inception.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has lease agreements with lease and non-lease components and has elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, with the exception of leases of real estate which is comprised of land and buildings.

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At lease commencement, the Company measures the lease liability at the present value of lease payments not yet paid.

All variable payments that are not based on a market rate or an index (e.g., the Consumer Price Index) are excluded from the measurement of the lease liability and instead are recognized as expense when probable the payments will be made.

Because the discount rate implicit in the lease is not determinable for most leases, the Company determines the appropriate discount rate using the estimated incremental borrowing rate for the lease based on the information available at lease commencement.

Right-of-use assets are measured at the amount of the lease liability, adjusted for prepaid or accrued lease payments, lease incentives, and initial direct costs incurred, as applicable.

The Company, the State of Georgia, and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County (“JDA”) entered into a development agreement in May 2022 to build the Stanton Springs North Facility.

In November 2023, the Company and the JDA entered into a rental agreement, a bond purchase agreement, and an option agreement, pursuant to which the JDA is leasing land to the Company in exchange for the Company making rent payments

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

totaling $ 309 million over the lease term.

The noncancelable lease term is four years , with automatic extensions that are reasonably certain to be utilized.

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The Company does not recognize right-of-use assets and lease liabilities for short-term leases with an original lease term of 12 months or less.

Instead, expense representing the rent payments is recognized on a straight-line basis over the lease term.

Lease assets are recorded net of accumulated amortization.

Instead, expense corresponding to the aggregate rent payments is recognized on a straight-line basis over the lease term.

Lease assets are recorded net of accumulated depreciation and amortization.

The following tables present the carrying value of operating and finance lease right-of-use assets and lease liabilities recorded within the corresponding line items on the Company’s Consolidated Balance Sheets (in millions):

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Total finance lease liabilities $ 87 $ 94

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the contractual maturities of lease liabilities as of December 31, 2025 (in millions):

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Total lease liabilities $ 661 $ 94

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The future minimum lease payments for operating and finance leases that have not yet commenced are not material.

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Weighted average operating lease discount rate 8.9 % 9.9 % 10.8 %

Weighted average remaining finance lease term (in years) Not material 22.1 21.4

Weighted average finance lease discount rate Not material 10.7 % 11.4 %

Weighted average remaining finance lease term (in years) 22.1 21.4 20.7

Weighted average finance lease discount rate 10.7 % 11.4 % 11.4 %

Supplemental cash flow information related to leases is as follows (in millions):

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Right-of-use assets obtained in exchange for operating lease liabilities (non-cash) $ 111 $ 174 $ 275

Right-of-use assets obtained in exchange for finance lease liabilities (non-cash) Not material $ 80 $ 6

Right-of-use assets obtained in exchange for finance lease liabilities (non-cash) $ 80 $ 6 $ 2

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company’s outstanding debt:

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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

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Long-term debt, less unamortized discount and debt issuance costs $ 4,441 $ 4,440

In May 2021, the Company entered into an ABL Facility with a syndicate of banks that may be used for general corporate purposes, maturing April 2028 (unless due earlier pending the maturity of certain debt exceeding $ 200 million).

The $ 1,500 million revolving commitment of the facility has an annual interest rate between 1.25 % and 1.75 %, plus the daily Secured Overnight Financing Rate (“SOFR”), plus a credit spread adjustment of 0.10 %, subject to a 0.00 % floor.

In addition, the Company is required to pay a quarterly commitment fee between 0.20 % and 0.25 % per annum based on the unused portion of the ABL Facility.

Availability under the ABL Facility is based on the lesser of the borrowing base and the committed $ 1,500 million cap and is reduced by borrowings and the issuance of letters of credit, with a letter of credit sub-limit of $ 1,000 million.

In April 2023, all the restricted cash associated with the ABL Facility was released.

The ABL Facility is secured by certain assets of the Company and contains certain affirmative and negative covenants and conditions to borrowing or taking other actions that restrict certain of the Company’s subsidiaries’ ability to, among other things, incur debt, grant liens, make investments, enter into certain transactions with affiliates, pay dividends, and prepay junior or unsecured

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

indebtedness, subject to certain exceptions.

The covenants include a minimum liquidity requirement and fixed charge coverage ratio calculated quarterly.

As of December 31, 2024, the Company had no borrowings under the ABL Facility and $ 137 million of letters of credit outstanding, resulting in availability under the ABL Facility of $ 1,363 million after giving effect to the borrowing base and the outstanding letters of credit.

As of December 31, 2024, the Company was in compliance with all covenants required by the ABL Facility.

In October 2021, the Company issued $ 1,250 million aggregate principal amount of senior secured floating rate notes due October 2026 (“2026 Notes”) to new and existing investors of the Company.

Proceeds received, net of a $ 25 million original issue discount may be used for general corporate purposes.

The 2026 Notes bear interest at (x) six-month SOFR, subject to a 1.00 % floor, plus (y) the credit spread adjustment of 0.43 %, plus (z) 5.6 % per annum.

As of December 31, 2024, the contractual interest rate on the notes was 10.5 %.

Interest on the 2026 Notes is paid in cash semi-annually in arrears on April 15 and October 15 of each year.

The Company has the option to redeem the notes at any time at 100 % of the principal amount of the 2026 Notes, plus any applicable premium.

The 2026 Notes are secured by a second priority security interest in the same assets in which the ABL Facility has a first priority security interest and are guaranteed by certain subsidiaries of the Company.

The 2026 Notes contain a number of customary covenants similar to the covenants under the ABL Facility, including the same minimum liquidity covenant.

As of December 31, 2024, the Company was in compliance with all covenants required by the 2026 Notes.

The Company’s 2026 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, 2023 and 2024, the fair value of the 2026 Notes was $ 1,250 million and $ 1,256 million, respectively.

In June 2025, the Company paid in full the outstanding $ 1,250 million aggregate principal amount plus accrued interest of $ 20 million.

Unamortized discount and debt issuance costs were recorded to “Interest expense” in the Consolidated Statements of Operations .

The 2026 Notes were classified within Level 2 of the fair value hierarchy because they were valued using quoted prices for identical assets in markets that are not active, and as of December 31, 2024, the fair value of the 2026 Notes was $ 1,256 million.

Green Convertible Notes

2029 Green Convertible Notes

In March 2023, the Company issued $ 1,500 million principal amount of the 2029 Green Convertible Notes at a discount of $ 15 million in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

In March 2023, the Company issued $ 1,500 million principal amount of the green convertible unsecured senior notes due March 2029 (“ 2029 Green Convertible Notes”) at a discount of $ 15 million in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The 2029 Green Convertible Notes accrue interest at a rate of 4.625 % per annum, payable semi-annually in arrears on March 15 and September 15.

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If certain events that constitute a Fundamental Change (as defined by the indenture) for the 2029 Green Convertible Notes occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their notes for cash.

The cash repurchase price is equal to the principal amount of the notes to be repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The 2029 Green Convertible Notes contain a number of customary covenants.

The cash repurchase price is equal to the principal amount of the notes to be

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The 2029 Green Convertible Notes contain a number of customary covenants.

The 2029 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active.

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2030 Green Convertible Notes

In October 2023, the Company issued $ 1,725 million principal amount of the 2030 Green Convertible Notes at a discount of $ 15 million in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

In October 2023, the Company issued $ 1,725 million principal amount of the green convertible unsecured senior notes due October 2030 (“2030 Green Convertible Notes”) at a discount of $ 15 million in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The 2030 Green Convertible Notes accrue interest at a rate of 3.625 % per annum, payable semi-annually in arrears on April 15 and October 15.

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The Company intends to use the net proceeds from the 2029 Green Convertible Notes and 2030 Green Convertible Notes (together the “Green Convertible Notes”) to finance, refinance, or make direct investments in, in whole or in part, one or more new or existing eligible green projects, as described in the Company’s green financing framework.

In October 2023, in connection with the issuance of the 2030 Green Convertible Notes, the Company paid $ 108 million to purchase privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions.

In October 2023, in connection with the issuance of the green convertible unsecured senior notes due October 2030 (“2030 Green Convertible Notes”), the Company paid $ 108 million to purchase privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions.

The initial strike price of the Capped Calls is approximately $ 23.29 per share of the Company’s Class A common stock, which is the initial conversion price of the 2030 Green Convertible Notes.

The initial cap price of the Capped Calls is approximately $ 31.06 per share of the Company’s Class A common stock, which represents a premium of 70 % over the last reported sale price of the Company’s Class A common stock on October 5, 2023, and is subject to certain anti-dilution adjustments under the terms of the Capped Calls.

The Capped Calls cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company’s Class A common stock that initially underlie the 2030 Green Convertible Notes, and are expected generally to reduce potential dilution to the Company’s Class A common stock upon any conversion of the 2030 Green Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2030 Green Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Calls.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

in excess of the principal amount of converted 2030 Green Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Calls.

The Capped Calls are separate transactions entered into by the Company and the applicable counterparties, and are not part of the terms of the 2030 Green Convertible Notes, and do not affect any holder’s rights under the 2030 Green Convertible Notes or the indenture.

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As the Capped Calls are indexed to the Company’s own stock and qualified for equity classification, they were not accounted for as derivatives and were recorded as a reduction of the Company’s “Additional paid-in capital” on the Consolidated Balance Sheets and will not be remeasured.

2026 Convertible Note

In June 2024, the Company issued a $ 1,000 million principal amount unsecured convertible promissory note due June 2026 (“2026 Convertible Note”) in a private placement pursuant to, and governed by, a convertible promissory note purchase agreement dated June 25, 2024, between the Company and Volkswagen International America Inc (“Volkswagen Group”).

The 2026 Convertible Note accrued interest at 4.75 % per annum, payable semi-annually in arrears on June 15 and December 15.

As the Company elected not to pay accrued interest in cash, such accrued interest was capitalized to the unpaid principal balance.

The 2026 Convertible Note converted into shares of the Company’s Class A common stock in December 2024.

Half of the then outstanding principal amount converted at a price of $ 10.8359 per share, and the remaining half converted at a price of $ 10.5733 per share, based on the Company’s 45 -trading day volume-weighted average price prior to the conversion date.

The 2026 Convertible Note was eligible for prepayment and contained a number of affirmative and restrictive covenants.

Upon issuance, the Company made an irrevocable election to account for the 2026 Convertible Note as a single hybrid instrument under the Fair Value Option (“FVO”).

Under the FVO, the 2026 Convertible Note was initially recognized as a liability measured at issue-date estimated fair value and subsequently re-measured at estimated fair value on a recurring basis at each reporting date prior to conversion with the change in fair value recognized in “Fair value gain (loss) on convertible note, net” in the Consolidated Statements of Operations .

Interest was accrued in “Interest expense” in the Consolidated Statements of Operations .

During the year ended December 31, 2024, the gain/(loss) on the 2026 Convertible Note was recognized in “Loss on convertible notes, net” in the Consolidated Statements of Operations and was calculated as follows (in millions):

Year Ended December 31, 2024

Fair value of shares issued upon conversion $ 1,133

Unpaid principal balance plus accrued interest 1,021

Loss on conversion $ 112

Interest Expense

“Interest expense” recorded in the Consolidated Statements of Operations during the year ended December 31, 2024 was primarily contractual interest expense.

2031 Green Secured Notes

In June 2025, the Company issued $ 1,250 million aggregate principal amount of fixed rate senior secured green notes due January 15, 2031 (“2031 Green Secured Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S.

persons pursuant to Regulation S under the Securities Act.

The 2031 Green Secured Notes were issued pursuant to an indenture dated as of June 12, 2025 (the “Indenture”).

The proceeds along with cash on hand were used to redeem in full the $ 1,250 million aggregate principal amount of the 2026 Notes plus accrued and unpaid interest.

The 2031 Green Secured Notes bear interest at a fixed rate of 10 % per annum.

Interest is paid in cash semi-annually in arrears on January 15 and July 15 of each year beginning on January 15, 2026.

The Company has the option to redeem all or part of the 2031 Green Secured Notes at any time at a redemption price equal to 100 % of the principal amount of the 2031 Green Secured Notes redeemed, plus accrued and unpaid interest, if any, and if redeemed prior to January 15, 2030, plus an applicable premium.

If the Company experiences a change of control (as defined in the Indenture), the holders of the 2031 Green Secured Notes will have the right to require the Company to repurchase the 2031 Green Secured Notes at a price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest, if any.

The 2031 Green Secured Notes are secured (a) on a first-priority basis by substantially all assets of the Company and the guarantors, other than ABL Priority Collateral (as defined in (c) below), (b) if and when the Department of Energy Loan (as discussed below) is funded, on a first-priority basis by substantially all assets of Rivian New Horizon, LLC, and (c) on a second-priority basis by the inventory, receivables, certain deposit accounts and certain related assets (which exclude intellectual property) which secure the ABL Facility on a first-priority basis (the “ABL Priority Collateral”), in each case subject to certain excluded assets and permitted liens.

The 2031 Green Secured Notes contain a number of customary covenants similar to the covenants under the ABL Facility.

As of December 31, 2025, the Company was in compliance with all covenants required by the 2031 Green Secured Notes.

The 2031 Green Secured Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active.

As of December 31, 2025, the fair value of the 2031 Green Secured Notes was $ 1,231 million.

Debt Facilities Not Outstanding

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.

In addition, the Company is required to pay a quarterly commitment fee between 0.20 % and 0.25 % per annum based on the unused portion of the ABL Facility.

The ABL Facility is secured by certain assets of the Company and contains certain affirmative and negative covenants and conditions to borrowing or taking other actions

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

that restrict certain of the Company’s subsidiaries’ ability to, among other things, incur debt, grant liens, make investments, enter into certain transactions with affiliates, pay dividends, and prepay junior or unsecured indebtedness, subject to certain exceptions.

The covenants include a minimum liquidity requirement and fixed charge coverage ratio calculated quarterly.

As of December 31, 2025, the Company had no borrowings under the ABL Facility and $ 195 million of letters of credit outstanding, resulting in availability under the ABL Facility of $ 506 million after giving effect to the borrowing base and the outstanding letters of credit.

As of December 31, 2025, the Company was in compliance with all covenants required by the ABL Facility.

Volkswagen Group Loan Commitment

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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

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

prepayment premium or penalty.

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.

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If and when funded, the fair value of the below-market funding commitment will be recognized as “Interest expense” in the Consolidated Statements of Operations over the term of the loan.

The below-market funding commitment is classified within Level 3 of the fair value hierarchy because it is valued using a discounted cash flow model containing unobservable inputs, including estimated yield curves applicable to both parties.

The below-market funding commitment is classified within Level 3 of the fair value hierarchy because it was valued using a discounted cash flow model containing unobservable inputs, including estimated yield curves applicable to both parties.

Department of Energy Loan

On January 16, 2025, Rivian New Horizon, LLC (the “Borrower”) and Rivian Automotive, Inc.

(the “Sponsor”) entered into a Loan Arrangement and Reimbursement and Sponsor Support Agreement (the “LARSSA”) with the United States 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 FFB to the Borrower under DOE’s Advanced Technology Vehicles Manufacturing Program (the “ATVM Program”).

(the “Sponsor”) entered into a Loan Arrangement and Reimbursement and Sponsor Support Agreement (the “LARSSA”) with the United States Department of Energy (“DOE”), pursuant to which the DOE has agreed to arrange a multi-draw term loan facility, comprised of two tranches, with the first tranche aggregate principal amount of up to approximately $ 3,355 million (the “Note A Loan”) and the second tranche aggregate principal amount of up to approximately $ 2,620 million (the “Note B Loan”, and together with the Note A Loan, the “DOE Loan”), to be provided by the Federal Financing Bank to the Borrower under DOE’s Advanced Technology Vehicles Manufacturing Program (the “ATVM Program”).

The proceeds from advances under the DOE Loan will be used to support the development of the Stanton Springs North Facility, which will be built in two production capacity blocks (the “Project”).

The Borrower may request advances under the DOE Loan for purposes of funding certain eligible Project costs, subject to the Borrower’s satisfaction of the conditions under the Loan tranche that is designated for the relevant Block.

Such conditions include the Sponsor maintaining positive gross margin for certain periods prior to the first Note A 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 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.

Such conditions include the Sponsor maintaining positive gross margin for certain periods prior to the first Note A Loan advance, the Borrower achieving certain vehicle sales metrics prior to the first Note A Loan advance and first Note B Loan advance, making of required base equity contributions to fund certain Project costs, the granting to DOE of security over, among other things, Project assets and the execution of related security

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

documents, the Borrower’s entry into agreements necessary for the development, design, engineering, construction and operation of the Project, delivery of a Project execution plan, and a bring-down of representations and warranties.

Note A Loan advances may be requested, upon the satisfaction of certain conditions, from January 16, 2025 through April 16, 2031, and the loans comprised of Note A Loan advances will mature on March 15, 2045 (the “Note A Maturity Date”).

The principal amount of the Note A Loan advances will be payable in quarterly installments commencing on March 15, 2031, through the Note A Maturity Date.

Interest payments on the Note A Loan advances will begin on June 15, 2030, and will be payable quarterly in arrears.

Note B Loan advances may be requested, upon the satisfaction of certain conditions, from January 16, 2025 through May 15, 2032, and the loans comprised of Note B Loan advances will mature on June 15, 2041 (the “Note B Maturity Date”).

The principal amount of the Note B Loan advances will be payable in quarterly installments commencing on June 15, 2032, through the Note B Maturity Date.

Interest payments on the Note B Loan advances will begin on June 15, 2032, and will be payable quarterly in arrears.

The interest rate associated with an ATVM Program loan is equal to the United States Treasury-equivalent yield curve with 0% credit spread, set at each advance.

The LARSSA contains representations and warranties, as well as informational, affirmative, and negative covenants that include, among others, requirements with respect to the construction and operation of the Project, compliance with all requirements of the ATVM Program, and limitations on the ability to incur indebtedness, incur liens, make investments or loans, enter into mergers or acquisitions, dispose of assets (including intellectual property with respect to the Project), pay dividends or make distributions on capital stock, prepay indebtedness, pay management, advisory or similar fees to affiliates, enter into certain material agreements and affiliate transactions, enter into new lines of business or enter into certain restrictive agreements.

Certain covenants apply starting on the date that the LARSSA is signed, while other covenants,

Certain covenants apply starting on the date that the LARSSA is signed, while other covenants, including certain of the negative covenants, do not apply until the date of the first Note A Loan advance.

2026 Convertible Note

The 2026 Convertible Note accrued interest at 4.75 % per annum, payable semi-annually in arrears on June 15 and December 15.

As the Company elected not to pay accrued interest in cash, such accrued interest was capitalized to the unpaid principal balance.

The 2026 Convertible Note converted into shares of the Company’s Class A common stock in December 2024.

Half of the then-outstanding principal amount converted at a price of $ 10.8359 per share, and the remaining half converted at a price of $ 10.5733 per share, based on the Company’s 45 -trading day volume-weighted average price prior to the conversion date.

The 2026 Convertible Note was eligible for prepayment and contained a number of affirmative and restrictive covenants.

Upon issuance, the Company made an irrevocable election to account for the 2026 Convertible Note as a single hybrid instrument under the Fair Value Option (“FVO”).

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

including certain of the negative covenants, do not apply until the date of the first Note A Advance.

The LARSSA also contains customary events of default, as well as customary notice periods and remedies with respect to the occurrence of an event of default.

Inter-creditor agreements must be executed, and the terms of the ABL Facility and the 2026 Notes must be amended and/or refinanced in order for the Company to access the funds from this loan.

ACCRUED LIABILITIES

the Consolidated Statements of Operations .

Interest was accrued in “Interest expense” in the Consolidated Statements of Operations .

During the year ended December 31, 2024, the “Loss on convertible notes, net” in the Consolidated Statements of Operations was calculated as follows (in millions):

Year Ended December 31, 2024

Fair value of shares issued upon conversion $ 1,133

Unpaid principal balance plus accrued interest 1,021

Loss on conversion $ 112

Interest Expense

“Interest expense” recorded in the Consolidated Statements of Operations during the year ended December 31, 2025 was primarily contractual interest expense.

ACCRUED LIABILITIES AND OTHER LIABILITIES

The carrying value of “Accrued liabilities” on the Consolidated Balance Sheets includes the following components (in millions):

December 31, 2024 December 31, 2025

Payroll and related costs $ 328 $ 167

Capital expenditures $ 306 $ 419

Interest (Note 10)

Inventory 20 28

Loss contingencies (Note 16)

Other products and services 93 84

Other 144 150

Payroll and related costs 167 319

Total accrued liabilities $ 835 $ 1,438

During the years ended December 31, 2022, 2023 and 2024, certain restructuring actions occurred in order to reduce costs and improve efficiency.

As a result, $ 39 million , $ 38 million, and $ 48 million of severance expenses were recognized during the years ended December 31, 2022, 2023 and 2024, respectively.

Accrued liabilities for severance expenses were not material as of December 31, 2024.

Included within “Loss contingencies” above is $ 233 million for the settlement of pending securities class action litigation discussed in Note 16 “Commitments and Contingencies” .

The carrying value of “Current portion of deferred revenues, lease liabilities, and other liabilities” on the Consolidated Balance Sheets includes the following components classified as current (in millions):

December 31, 2024 December 31, 2025

Deferred revenues $ 552 $ 1,277

Operating lease liabilities 98 110

Warranty reserve 146 177

Total current portion of deferred revenues, lease liabilities, and other liabilities

$ 917 $ 1,660

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The carrying value of “Other non-current liabilities” on the Consolidated Balance Sheets includes the following components classified as non-current (in millions):

December 31, 2024 December 31, 2025

Deferred revenues $ 1,288 $ 1,066

Finance lease liabilities 85 91

Warranty reserve 327 286

Total other non-current liabilities $ 1,777 $ 1,586

Components of Income Taxes

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Total loss before income taxes $ ( 5,431 ) $ ( 4,741 ) $ ( 3,620 )

Current, deferred, and total income tax expense from continuing operations were entirely attributable to foreign operations for the years ended December 31, 2023, 2024 and 2025.

Provisions are made for estimated United States and foreign income taxes which may be incurred on the reversal of the basis differences in investments in foreign subsidiaries and corporate joint ventures not deemed to be indefinitely reinvested.

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The Company measures deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In determining whether a valuation allowance is needed, all available evidence is considered, both positive and negative.

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The Company continues to monitor the realizability of the United States deferred tax assets considering multiple factors, including results of operations.

A full valuation allowance on United States deferred tax assets will be maintained until there is sufficient evidence to support the reversal of all or some portion of the allowance.

The Company will continue maintaining a full valuation

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

allowance on United States deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the allowance.

Release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded.

A reconciliation of the provision for income taxes to its components at the United States statutory rate is shown below (in millions).

Foreign items do not exceed 5% of computed statutory tax and therefore are not disaggregated.

Changes in unrecognized tax positions are reported on a gross basis.

Years Ended December 31,

2023 2024 2025

(in millions) Percentage Amount

(in millions) Percentage

Federal income tax at statutory rate $ ( 1,141 ) 21 % $ ( 996 ) 21 % $ ( 760 ) 21 %

State income taxes ( 267 ) ( 230 ) ( 206 )

Permanent items 5 ( 5 ) 17

Domestic Federal

Effects of cross-border tax laws 5 — % 2 — % — — %

Research and development credits ( 150 ) 3 % ( 135 ) 3 % ( 5 ) — %

Other ( 11 ) — % ( 10 ) — % ( 8 ) — %

Nontaxable or nondeductible items —

Nondeductible stock-based compensation and 162(m) limitation 49 ( 1 ) % 57 ( 1 ) % 11 — %

Tax credits ( 264 ) ( 202 ) ( 177 )

Other 2 — % 22 — % 4 — %

Valuation allowance 1,867 1,541 1,362

Other adjustments ( 1 ) — % 35 ( 1 ) % 20 ( 1 ) %

Change in valuation allowance 1,226 ( 23 ) % 1,007 ( 21 ) % 733 ( 20 ) %

State and local income taxes, net of federal income tax effect ¹ ( 7 ) — % ( 6 ) — % — — %

Foreign tax effects 7 — % 10 — % 10 — %

Changes in unrecognized tax benefits 22 — % 19 — % 1 — %

Provision for income taxes $ 1 — % $ 5 — % $ 6 — %

*The prior periods have been recast to conform to current period presentation.

The Company’s effective tax rate was 0 % for the years ended December 31, 2022, 2023 and 2024.

Provision for income taxes relates primarily to current taxes on foreign operations for the years ended December 31, 2022, 2023 and 2024.

1 State taxes in California make up the majority (greater than 50 percent) of the tax effect in this category.

The amount of income taxes paid, net of cash received, is shown by jurisdiction below (in millions):

Years Ended December 31,

2023 2024 2025

United States federal $ — $ — $ —

Domestic state and local — — —

Total $ 3 $ — $ 8

RIVIAN AUTOMOTIVE, INC.

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Inventory 110 133

Deferred revenue 33 442

Deferred revenues 442 430

Operating lease liabilities 120 171

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Operating lease assets ( 103 ) ( 146 )

Loan commitment asset — ( 51 )

Volkswagen Group loan commitment asset ( 51 ) ( 52 )

Other ( 29 ) ( 13 )

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Additionally, the Company has $ 16,332 million of carryforwards for state NOLs.

Under Sections 382 and 383 of the Internal Revenue Code of 1986 (“Code”), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes (such as R&D tax credits) to offset its post-change income may be limited.

If the Company experiences a greater than 50 percentage point aggregate change in ownership of certain significant stockholders over a three-year period, a Section 382 ownership change could be deemed to have occurred.

If a Section 382 change occurs, the Company’s future utilization of the NOLs and credits as of the ownership change will be subject to an annual limitation under Section 382 of the Code and similar state provisions.

Such an annual limitation may result in the expiration of NOLs before utilization.

Due to previous ownership changes experienced by the Company, tax credits are limited in their utilization and the amounts above reflect such adjustment.

Under Sections 382 and 383 of the Internal Revenue Code of 1986 (“Code”), an “ownership change” can impose annual limitations on NOLs and other credits (such as R&D tax credits).

A greater than 50 percentage point aggregate change in ownership of certain significant stockholders over a three-year period can be considered an “ownership change”.

As a result of such “ownership changes” previously experienced by the Company, tax credits are limited in their utilization, and the amounts above reflect such adjustment.

NOLs are not expected to be limited.

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First, by determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position;

for those tax positions that meet the more-likely-than-not recognition threshold, by recognizing the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

and second, for those tax positions that meet the more-likely-than-not recognition threshold, by recognizing the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

When applicable, the Company includes interest and penalties related to income tax matters within the provision for income taxes.

The Company had no accrued interest or penalties as of December 31, 2023 and 2024.

The Company had immaterial accrued interest and penalties through 2025.

The majority of the Company’s unrecognized tax benefits relate to its United States R&D tax credit, with an immaterial reserve on a position taken for the deductibility of stock compensation on a prior year foreign tax return.

Because a full valuation allowance is maintained in the United States, there is no impact to the Consolidated Balance Sheets , and if recognized, none of the unrecognized tax benefit would impact the Company’s effective tax rate.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s unrecognized tax benefits relate to the Company’s United States R&D tax credit.

The Company had the following activity related to unrecognized tax benefits (in millions):

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Ending balance $ 80 $ 81

Although it is possible that unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes or the impact on recognition and measurement considerations related to the results of published tax cases or similar activities, we do not anticipate any significant changes to unrecognized tax benefits over the next twelve months.

The Company is subject to taxation and files income tax returns in the United States federal jurisdiction, plus state and foreign jurisdictions.

Tax years after 2020 remain open in the Company’s major jurisdictions and are subject to examination by the taxing authorities.

The Company is not currently under an income tax audit by any taxing authority.

In late 2025, the Company received notification that its 2023 United States federal income tax return was selected for examination.

Due to the Company’s losses in the United States, the audit is not expected to result in a tax liability.

Legislative Updates

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA”) was signed into law, introducing significant changes to the United States federal income tax code.

The OBBBA includes provisions affecting corporate taxation, including the permanent restoration of 100% bonus depreciation on qualified property, the reinstatement of immediate expensing for domestic research and development ("R&D") costs, and changes to the deductibility of business interest expense.

The Company continues to maintain a valuation allowance against its United States deferred tax assets as it is more likely than not that these assets will not be realized.

However, the Company evaluated the impact of the OBBBA on its taxable income calculation, which is primarily driven by the removal of the capitalization requirement for domestic R&D.

Because of the Company's losses in the United States, historical unamortized domestic costs will continue to be capitalized for tax purposes.

The Company does not expect to be subject to the Organization for Economic Co-operation and Development’s global minimum tax in any jurisdiction because of safe harbors.

However, the requirements in each country will continue to be monitored and evaluated by the Company.

STOCK-BASED COMPENSATION

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As of December 31, 2025, 32 million and 189 million shares were reserved for issuance under the 2015 Stock Plan and 2021 Stock Plan, respectively.

Generally, the Company’s RSUs vest in quarterly installments based on a requisite service period of 2 to 4 years of continuous service.

Stock options generally vest in annual installments based on a requisite service period of four years of continuous service.

RSUs and options may contain performance conditions related to production and other targets.

The Company’s RSUs generally vest in quarterly installments based on a requisite service period of two to four years of continuous service, and stock options generally vest in annual installments based on a requisite service period of four to five years of continuous service.

From time to time, RSUs and options may contain performance conditions related to production and other targets.

Expense is recognized on an accelerated basis for awards granted prior to the Company's November 2021 initial public offering (“IPO”) as the IPO was a performance condition.

For awards granted after the IPO, the Company has elected to use the straight-line expense recognition on awards with only service conditions.

Starting in the year ended December 31, 2022, the Company approved the payment of bonus incentives to be made under the 2021 Stock Plan in the form of stock-based awards, which vest immediately upon grant in the first quarter of each year.

The bonus incentives are subject to certain performance conditions related to production and other targets.

As of December 31, 2023 and 2024, the total amount of accrued stock-based bonus incentives was $ 188 million and $ 49 million within the “Payroll and related costs” component of “Accrued liabilities” on the Consolidated Balance Sheets .

Refer to Note 11 "Accrued Liabilities" for more information about Accrued liabilities.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The payment of bonus incentives in the form of stock-based awards granted under the 2021 Stock Plan vest immediately upon grant during the three months ended March 31 of each year.

The bonus incentives are subject to certain performance conditions related to financial, operational, and other organizational targets.

As of December 31, 2024 and 2025, the total amount of accrued stock-based bonus incentives was $ 49 million and $ 119 million, respectively, within the “Payroll and related costs” component of “Accrued liabilities” on the Consolidated Balance Sheets .

Refer to Note 11 "Accrued Liabilities" for more information about accrued liabilities.

The following table summarizes the Company’s restricted stock unit and stock option activity during the year ended December 31, 2025:

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Exercisable at December 31, 2025 — $ — 31 $ 8.23 3.4 $ 382

1 Ending Outstanding Weighted Average amounts do not recalculate due to the effects of rounding.

The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2023 and 2024 was $ 15.25 and $ 10.50 , respectively.

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The weighted-average grant-date fair value of stock options exercisable at December 31, 2025 was $ 11.99 .

The following table summarizes the Company’s stock-based compensation expense for the Stock Plans and 2021 Employee Stock Purchase Plan (“ESPP”) by line item in the Consolidated Statements of Operations (in millions):

Years Ended December 31,

2022 2023 2024

Cost of revenues $ 60 $ 85 $ 62

Research and development 437 408 360

Selling, general, and administrative 490 328 270

Total stock-based compensation expense $ 987 $ 821 $ 692

As of December 31, 2025, the Company’s unrecognized stock-based compensation expense for unvested awards was approximately $ 1,131 million, which is expected to be recognized over a weighted-average period of 5.2 years for stock options and 1.8 years for RSUs.

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (“ESPP”) is designed to allow eligible employees to purchase shares of Class A common stock at a 15 % discount, generally at consecutive intervals of approximately six months , with their accumulated payroll deductions.

The number of shares of Class A common stock authorized for sale under the ESPP is equal to the sum of (i) 22 million shares of Class A common stock and (ii) an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2031, equal to the lesser of (A) 1 % of the aggregate number of shares of all classes of common stock outstanding on the last day of the immediately preceding year and (B) such smaller number of shares of Class A common stock as determined by the board of directors;

provided, however, that no more than 185 million shares of Class A common stock may be issued under the ESPP.

As of December 31, 2025, 42 million shares were reserved for issuance under the ESPP.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In January 2021, the Company granted an option to purchase 27 million shares of Class A common stock with an aggregate fair value of $ 241 million to the CEO, with approximately seven million shares subject to only a service condition, vesting over a requisite service period of six years following the Company’s initial public offering (“IPO”) in November 2021.

The remaining approximately 20 million shares underlying the option were subject to both a service and a market condition, vesting in installments based on the achievement of share price goals following the IPO, measured over a specified period ending on the tenth anniversary of the award (“original market-based award”).

In November 2025 (the “Grant Date” or “Modification Date”), the original market-based award was cancelled and replaced by a grant to the CEO of an option to purchase up to 36.5 million shares of the Company’s Class A common stock under the 2021 Stock Plan.

14.5 million shares underlying the option are subject to both a service and a performance condition, split among various adjusted operating income and cash flow from operations targets, and approximately 22 million shares underlying the option are subject to both a service and a market condition, vesting in installments based on the achievement of share price goals and defined service dates.

The per share exercise price is the closing stock price as of the Grant Date.

For any shares underlying the option to vest, the CEO must remain in continuous service through the date on which achievement of the performance or market conditions can be determined, as well through various anniversaries of the Grant Date.

Shares underlying the option that are subject to performance conditions and stock price hurdles under $ 100 will vest in five equal annual installments, while shares subject to stock price hurdles of $ 100 or more will vest in seven equal annual installments.

The option has a 10-year term to expiration.

The replaced award is accounted for as a modification effective upon the Grant Date of the replacement award.

As a result, the total stock-based compensation expense that will be recognized on the replacement award over the requisite service period following the Grant Date if all of the performance conditions are achieved will equal the unrecognized expense on the replaced award, plus the incremental fair value of the replacement award in excess of the fair value of the replaced award, as of the Modification Date.

The estimated incremental fair value of the replacement award is $ 285 million.

The requisite service period for each tranche of the option containing a performance condition is the later of the explicit service period and the implicit service period, based on the expected assessment date at which it is probable that the performance condition will be determined to be achieved.

The requisite service period for each tranche of the option containing a market condition is the later of the derived service period and the explicit service period.

Stock-based compensation expense allocated to the portion of the option containing a performance condition is not recognized unless the Company determines that achievement of the performance condition is probable.

As of December 31, 2025, stock-based compensation expense allocated to the portion of the option containing a performance condition that is not considered probable of being achieved was not material.

Stock-based compensation expense recognized on the replacement award was not material for the year ended December 31, 2025, and as of December 31, 2025, the total unrecognized stock-based compensation expense on the modified award was $ 355 million, expected to be recognized over a weighted-average period of 5.8 years.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Assumptions

The exercise price of all stock options granted during the years ended December 31, 2023, 2024 and 2025 was equal to or greater than the fair market value of Rivian's stock at the date of grant.

The Company generally estimates the grant-date fair value of stock options using a Black-Scholes option pricing model.

The fair values of the CEO’s original market-based award and replacement market-based award as of the Grant Date were estimated using a Monte Carlo analysis capturing simulations of the Company's projected stock price over remaining time horizon of each award, averaging the payoff associated with any simulations resulting in one or more targets being met and discounting that figure to present value at the risk-free rate to arrive at the expected value of each tranche of each of the awards.

The assumptions used in the Monte Carlo simulations as of the Grant Date of the replacement market-based award are as follows:

Original Award Replacement Award

Stock price $ 15.22 $ 15.22

Exercise price $ 21.72 $ 15.22

Volatility 62.5 % 57.5 %

Risk-free rate 3.7 % 4.1 %

Expiration date 1/19/2031 11/6/2035

The Company generally estimates the grant-date fair value of stock options using a Black-Scholes option pricing model, which was used to estimate the fair value of the performance-based portion of the CEO’s replacement award.

Expected volatility is based on a weighted-average of historical volatility rates of peer companies and the Company’s implied volatility.

The dividend yield is estimated based on the rate at which the Company expects to provide dividends.

The dividend yield is estimated based on the rate at which the Company expects to pay dividends.

The risk-free rate is based on the United States Treasury yield curve for zero-coupon Treasury notes with maturities approximating the respective expected term of the stock option.

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As a result, the expected term is estimated based on the weighted-average midpoint of expected vest date and expiration date.

The weighted-average assumptions used in the Black-Scholes option pricing model for stock options granted were as follows:

The weighted-average assumptions used in the Black-Scholes option pricing model for all stock options granted were as follows:

Years Ended December 31,

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The grant-date fair value of RSUs is equal to the closing trading price of the Company‘s common stock on the grant date.

Employee Stock Purchase Plan

The ESPP is designed to allow eligible employees to purchase shares of Class A common stock at a 15 % discount, generally at intervals of approximately six months , with their accumulated payroll deductions.

provided, however, that no more than 185 million shares of Class A common stock may be issued under the ESPP.

As of December 31, 2024, 36 million shares were reserved for issuance under the ESPP.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS

The 2026 Notes were issued to certain new and existing principal stockholders, including T.

Rowe Price Associates, Inc.

Rowe Price”), with an aggregate $ 285 million principal amount (refer to Note 10 "Debt" for more information about the 2026 Notes).

Until May 2024, T.

Rowe Price was a principal stockholder and related party of the Company as a beneficial owner of more than 10 percent of the Company’s voting interests.

Rowe Price is no longer a related party.

Revenues and Stock Warrants

Volkswagen Group

On June 30, 2025, the Company received $ 1,000 million from Volkswagen Group in exchange for $ 750 million of the Company’s Class A common stock, calculated based on the Company’s 30 -trading day volume-weighted average price prior to share issuance (i.e., calculated using the trading days in the period from May 15, 2025 through June 27, 2025).

The Company issued 51,502,854 shares at a price of $ 14.56 per share and recorded deferred revenues for the $ 250 million premium received within “Current portion of deferred revenues, lease liabilities, and other liabilities” and “Other non-current liabilities” on the Consolidated Balance Sheets (see Note 1 "Presentation and Nature of Operations" for more information).

As a result of this transaction, Volkswagen Group’s beneficial ownership increased to more than 10% of the Company’s voting interests, causing Volkswagen Group to become a principal stockholder and related party of the Company as of June 30, 2025.

Accordingly, starting on June 30, 2025, all of the consolidated Joint Venture’s transactions with Volkswagen Group are related party transactions.

Refer to Note 19 "Variable Interest Entities" for information about the consolidation of the Joint Venture and Note 4 "Revenues" for information about revenues and deferred revenues associated with Volkswagen Group.

The Company recorded $ 823 million, $ 1,040 million, and $ 900 million in revenues from Amazon.com, Inc.

and its affiliates (“Amazon”) for the years ended December 31, 2023, 2024, and 2025 in the Consolidated Statements of Operations , primarily within the automotive segment and related to the sale of EDVs.

As of December 31, 2023 and 2024, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Consolidated Balance Sheets were $ 6 million and $ 68 million,

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

respectively.

As of December 31, 2023 and 2024, contract liabilities related to these revenues, primarily related to extended service contracts, were $ 72 million and $ 135 million, respectively.

As of December 31, 2024 and 2025, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Consolidated Balance Sheets were $ 68 million and $ 11 million, respectively.

Deferred revenues related to EDV sales were $ 135 million, primarily for extended service contracts, as of December 31, 2024 and $ 365 million, primarily for advance payments and extended service contracts, as of December 31, 2025.

Refer to Note 4 "Revenues" for more information.

In June 2025, the Company began selling Rivian Adventure Gear via the Amazon.com platform.

For the year ended December 31, 2025, sales commissions paid to Amazon were not material.

The Company has provided a share-based sales incentive to Amazon in the form of warrants to purchase shares of Class A common stock.

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The offset against revenues for the years ended December 31, 2023, 2024, and 2025 was not material.

Operating Expenses

The Company obtained prototyping, engineering, and other R&D services from a wholly-owned subsidiary of Ford Motor Company (“Ford”).

Until May 2022, Ford was a principal stockholder and related party of the Company as a beneficial owner of more than 10 percent of the Company’s voting interests.

The expense for services from Ford that the Company recognized in “Research and development” in the Consolidated Statement of Operations was not material through this time.

Ford is no longer a related party.

The Company obtains data services, including hosting, storage, and compute from Amazon.

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As of December 31, 2024 and 2025, the unpaid amounts related to these services were not material.

Unconditional Purchase Obligations and Commitments

Refer to Note 16 "Commitments and Contingencies" for more information about unconditional purchase obligations with Amazon.

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As of December 31, 2024 and 2025, 1,123 million and 1,236 million shares of Class A common stock were issued and outstanding, respectively.

As of December 31, 2023 and 2024, 8 million shares of Class B common stock were issued and outstanding.

As of December 31, 2023 and 2024, 3,500 million shares of Class A common stock and 8 million shares of Class B common stock were authorized.

In July 2025, 4 million shares of Class B common stock converted into shares of Class A common stock.

As of December 31, 2024 and 2025, 8 million and 4 million shares of Class B common stock were issued and outstanding, respectively.

As of December 31,

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2024 and 2025, 3,500 million and 5,250 million shares of Class A common stock, respectively, and 8 million shares of Class B common stock were authorized.

Each share of Class A common stock entitles the holder to one vote, and each share of Class B common stock entitles the holder to ten votes.

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At the option of the holder, shares of Class B common stock are convertible anytime into an equal number of shares of Class A common stock.

Each outstanding share of Class B common stock will automatically convert into one share of Class A common stock upon the earliest to occur of (a) the five-year anniversary the Company ’s IPO , (b) the date fixed by the board of directors within six months of the death or disability of the Company ’s CEO , and (c) the date fixed by the board of directors within six months of the date that the number of outstanding shares of Class B common stock held by the Company ’s CEO repre sents less than 30 % of th e shares of Class B common stock outstanding.

Any shares of Class B common stock that are no longer owned by the Company ’s CEO or their affiliates will automatically convert into an equal of shares of Class A common stock upon transfer of ownership.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Each outstanding share of Class B common stock will automatically convert into one share of Class A common stock upon the earliest to occur of (a) the five-year anniversary of the Company ’s IPO (i.e., November 2026), (b) the date fixed by the board of directors within six months of the death or disability of the Company ’s CEO , and (c) the date fixed by the board of directors within six months of the date that the number of outstanding shares of Class B common stock held by the Company ’s CEO repre sents less than 30 % of th e shares of Class B common stock outstanding.

Any shares of Class B common stock that are no longer owned by the Company ’s CEO or their affiliates will automatically convert into an equal number of shares of Class A common stock upon transfer of ownership.

Stock Warrants

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In the event any losses are sustained in excess of accrued liabilities, they are charged against income in the period in which they occur.

In evaluating loss contingencies, management takes into consideration factors such as historical experience with matters of similar nature, specific facts and circumstances, and the likelihood of avoiding the loss.

In evaluating loss contingencies, management takes into consideration factors such as historical experience with matters of a similar nature, specific facts and circumstances, and the likelihood of avoiding the loss.

Accrued liabilities for loss contingencies are evaluated and updated as matters progress over time.

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Legal costs related to contingencies are recognized as expenses as they are incurred.

The Company is involved in legal proceedings and evaluates other loss contingencies primarily comprised of supplier disputes, which can be, for example, a result of changing demand forecasts or design modifications, along with commercial litigation including product liability claims which may result in liabilities of the Company.

Although the Company believes it has valid defenses with respect to these matters, as of December 31, 2023 and 2024, the Company recorded approximately $ 80 million and $ 110 million, respectively, for estimated probable losses related to these matters in “Accrued liabilities” on the Consolidated Balance Sheets .

Loss contingencies that the Company evaluates primarily include potential costs related to supply contracts, which can be, for example, a result of changing demand forecasts or design modifications, in addition to potential payments resulting from legal proceedings, such as commercial or employment-related litigation, and other events.

Although the Company believes it has valid defenses with respect to legal proceedings, as of December 31, 2024 and 2025, the Company recorded approximately $ 110 million and $ 350 million, respectively, for estimated contingent losses in “Accrued liabilities” on the Consolidated Balance Sheets .

As of December 31, 2025, the Company estimates it is reasonably possible that losses in excess of the accrued liability could occur, up to approximately $ 430 million, or an excess of $ 80 million over the accrued liability recorded.

The Company expects the majority of the matters to be resolved within the next 12 to 24 months.

The Company expects the majority of loss contingencies comprising the accrued liability to be concluded within the next 12 to 24 months.

These amounts include the Company's estimates of probable and reasonably possible contingent losses corresponding to all lawsuits alleging securities law claims based on some or all of the facts alleged in the lawsuit described in the following paragraph, including derivative lawsuits.

Between March 7, 2022 and April 19, 2022, three alleged stockholders (the “Plaintiffs”) filed lawsuits against Rivian Automotive, Inc., certain of the Company’s officers and directors, and the Company’s initial public offering (“IPO”)

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

underwriters on behalf of a putative class of purchasers of common stock in the Company’s IPO.

The three suits were consolidated under the caption Crews v.

Rivian Automotive, Inc., et al, 22-cv-01524-JLS-E (C.D.

Following the conclusion of summary judgment briefing and mediation activities in September 2025, on October 23, 2025 the parties signed a Stipulation of Settlement and Plaintiffs filed a Motion for Preliminary Approval of the settlement, resulting in an anticipated settlement payment of $ 250 million.

The Court issued its Order granting preliminary approval of the proposed settlement on December 18, 2025.

The corresponding expense recorded within “Other income (expense), net” in the Consolidated Statements of Operations during the year ended December 31, 2025 was reduced by $ 64 million in related insurance recoveries that the Company determined were probable of receipt.

As of December 31, 2025, $ 17 million of the anticipated insurance recoveries were funded, and the remaining $ 47 million in expected insurance recoveries is reflected in “Other current assets” on the Consolidated Balance Sheets .

The remaining anticipated settlement payment of $ 233 million is reflected in “Accrued liabilities” on the Consolidated Balance Sheets as of December 31, 2025.

The remaining $ 233 million settlement payment was funded into escrow in January 2026, with $ 186 million funded by the Company and $ 47 million funded by insurance recoveries.

Unconditional Purchase Obligations

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Accordingly, the undistributed earnings are allocated on a proportionate basis and as a result, net loss per share attributable to common stockholders is the same for Class A and Class B common stock, whether on an individual or combined basis.

Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including shares underlying the Green Convertible Notes, stock options, unvested RSUs, shares underlying the Company’s ESPP, other stock-based awards, and stock warrants.

Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period, as in the case of Green Convertible Notes, 2026 Convertible Note issued to Volkswagen Group in June 2024, stock options containing a market condition, and other stock-based awards.

The 2026 Convertible Note converted into shares of the Company’s Class A common stock in December 2024.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, the issuance of shares is contingent upon events that did not occur by the end of the period (in the case of Green Convertible Notes), or stock options contain a market condition.

The following table presents the number of potential shares of common stock outstanding as of the end of each period that were excluded from the computation of diluted net loss per share for each period (in millions):

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Green Convertible Notes 149 149 149

Stock warrants 12 12 12

Stock options 61 62 60

RSUs, ESPP, and other stock-based awards 64 65 72

Stock options 62 60 77

Stock warrants 12 12 12

Total 287 286 310

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SEGMENT INFORMATION

The Company defines its segments on the basis by which internally reported financial information is regularly reviewed by the CODM to evaluate financial performance, make operating decisions, and allocate resources.

The Company defines its segments on the basis by which internally reported financial information is regularly reviewed by the chief operating decision maker (“CODM”) to evaluate financial performance, make operating decisions, and allocate resources.

The Company’s Chief Executive Officer(“CEO”) has been identified as the CODM.

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

Automotive and Software and Services.

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

The Company's CODM assesses each segment's performance (i.e., progress against goals and overall cost management) using gross profit compared to prior period results and internal forecasts.

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Software and Services

The Software and services reportable segment derives its revenues and cost of revenues primarily from remarketing, vehicle repair and maintenance services, and vehicle electrical architecture and software development services.

The Software and services reportable segment derives its revenues and cost of revenues primarily from vehicle electrical architecture and software development services, remarketing, and vehicle repair and maintenance services.

Subscriptions, extended service contracts, sales of vehicle accessories and regulatory credits not generated by the production and sale of EVs, and other items are also included.

As of and for the year ended December 31, 2024, the Company’s assets and revenues are primarily in the United States.

The CODM does not receive segment asset information as it is not used to assesses each segment's performance.

As of and for the years ended December 31, 2024 and 2025, the Company’s assets and revenues were primarily in the United States.

The CODM does not receive segment asset information as it is not used to assess each segment's performance.

There are no inter-segment revenues.

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VARIABLE INTEREST ENTITIES

Rivian and VW Group Technology, LLC

In November 2024, the Company established a joint venture, Rivian and VW Group Technology, LLC, with Volkswagen Group.

Rivian and Volkswagen Group Technologies, LLC

In November 2024, the Company established a joint venture, Rivian and Volkswagen Group Technologies, LLC, with Volkswagen Group.

The Joint Venture was established as an electrical architecture technology company with a focus on software, electronic control units and related network architecture design and development.

The Company and Volkswagen Group each contributed working capital, certain assets, and personnel to the Joint Venture in exchange for 50 % each of the equity interests in the Joint Venture.

The ”Non-controlling Interest” in the Joint Venture recorded in the Statement of Changes in Stockholders’ Equity was based on the carrying value of the net assets of the Joint Venture immediately before the $ 92 million in net assets were contributed by Volkswagen Group.

The ”Noncontrolling interest” in the Joint Venture recorded in the Statement of Changes in Stockholders’ Equity was based on the carrying value of the net assets of the Joint Venture immediately before the $ 92 million in net assets were contributed by Volkswagen Group.

The Joint Venture’s operations are funded through development fees to be paid by the Company and Volkswagen Group.

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Either party will become entitled to purchase all Joint Venture equity held by the party upon the occurrence of certain events, such as material breaches after a party’s change of control or events indicating impending insolvency of a party.

The Joint Venture is a separate legal entity that is a Variable Interest Entity (“VIE”), and the Company’s equity interest in the Joint Venture is a variable interest requiring consolidation because the Company has determined that it is the primary beneficiary of the Joint Venture.

The Joint Venture is a Variable Interest Entity (“VIE”), and the Company’s equity interest in the Joint Venture is a variable interest requiring consolidation, because the Company has determined that it is the primary beneficiary of the Joint Venture.

The Company is the primary beneficiary of the Joint Venture as a result of several factors, including that the Co-CEO appointed by the Company is the Chief Software Officer of the Company, as well as the Chief Technology Officer of the Joint Venture.

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Additionally, a portion of the Joint Venture’s workforce performs services exclusively for the Company.

The equity interests held by Volkswagen Group and its 50 % portion of net income are reflected in stockholders’ equity on the Consolidated Balance Sheets as “Non-controlling interest” and in the Consolidated Statements of Operations as “Net income attributable to noncontrolling interest”, respectively.

As of December 31, 2024, the assets and liabilities of the Joint Venture were approximately $ 250 million and $ 155 million and primarily comprised of cash and current portion of deferred revenue, respectively.

Total revenues and expenses of the Joint Venture were not material for the year ended December 31, 2024.

The 50 % equity interests held by Volkswagen Group and its corresponding portion of net income are reflected in stockholders’ equity on the Consolidated Balance Sheets as “Noncontrolling interest” and in the Consolidated Statements of Operations as “Net income attributable to noncontrolling interest”.

As of December 31, 2024, the consolidated assets of the Joint Venture were approximately $ 250 million and primarily comprised of cash.

As of December 31, 2025, the consolidated assets of the Joint Venture were approximately $ 800 million and primarily comprised of cash, accounts receivable, and equity securities held in trust (see Note 2 "Joint Venture Deferred Compensation Program" and Note 4 “Revenues” for more information).

As of December 31, 2024 and 2025, the consolidated liabilities of the Joint Venture were approximately $ 155 million and $ 570 million, respectively, primarily comprised of the current portion of deferred revenue.

Mind Robotics, Inc.

and Mind Robotics, LLC

In November 2025, Mind Robotics, Inc.

and Mind Robotics, LLC (together, “Mind Robotics”) were established to focus on advancement of industrial AI and robotics and issued Series Seed preferred shares to third parties (primarily Eclipse Ventures) in exchange for approximately $ 112 million, as well as to Rivian in exchange for cash and a license to intellectual property developed for use in industrial automation with a combined fair value of approximately $ 128 million.

The resulting equity interest held by the Company is 53.5 %.

The Noncontrolling interest in Mind Robotics recorded in the Statement of Changes in Stockholders’ Equity was based on the carrying value of the net assets of Mind Robotics immediately before the $ 112 million in net assets were contributed by third parties.

RIVIAN AUTOMOTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Mind Robotics is a separate legal entity with its own board of directors, comprised of four seats.

Eclipse Ventures and the Company each have one appointed director, and the Company will retain its right to appoint such director until its ownership share decreases below a defined threshold.

Separately, the Company’s CEO, RJ Scaringe, has been appointed to Mind Robotics’s board of directors, with Common Unit holders and RJ Scaringe, subject to certain requirements, retaining the right to appoint and remove such director.

Mind Robotics is a VIE primarily because the Company currently has disproportionately few voting rights, the Mind Robotics board of directors currently controls the activities that most significantly impact its economic performance, and given Mind Robotics’s very limited operations to date, substantially all of its activities currently involve the Company.

The Company has determined it is currently the primary beneficiary of Mind Robotics as it currently has the power to direct the activities that most significantly impact its economic performance.

Accordingly, the Company’s equity interest in Mind Robotics is a variable interest requiring consolidation as of December 31, 2025.

The remaining 46.5 % equity interest held by outside investors and its corresponding portion of net income or loss are reflected in stockholders’ equity on the Consolidated Balance Sheets as “Noncontrolling interest” and in the Consolidated Statements of Operations as “Net income attributable to noncontrolling interest”.

As of December 31, 2025, the consolidated assets of Mind Robotics were approximately $ 115 million, comprised of cash and cash equivalents, and consolidated liabilities were not material.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data