What changed in this filing

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Item 9A. Controls and Procedures

2026-02-12 compared with 2025-02-24 · 41 added, 27 removed, 173 unchanged (28% of the section changed)

1 unchanged sentence

Limitations on Effectiveness of Controls and Procedures

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

Evaluation of Disclosure Controls and Procedures

RIVIAN AUTOMOTIVE, INC.

Our management, with the participation of our Chief Executive Officer (“CEO“) and Chief Financial Officer (“CFO”) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2025.

2 unchanged sentences

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

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

As of December 31, 2025, our management, with participation of the CEO and CFO, under the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting using the framework issued by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control - Integrated Framework (2013).

2 unchanged sentences

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

RIVIAN AUTOMOTIVE, INC.

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

5 unchanged sentences

Other Information

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

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

(b) Rule 10b5-1 Trading Plans

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

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

On November 24, 2025 , Karen Boone , a member of the Company’s board of directors and Lead Independent Director , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, for the sale of up to 20,000 shares of the Company’s Class A Common Stock.

Boone’s Rule 10b5-1 trading arrangement is scheduled to expire no later than July 31, 2026 .

Except for the foregoing, during the three months ended December 31, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

4 unchanged sentences

The information required by this Item will be included in our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference.

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

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

4 unchanged sentences

RIVIAN AUTOMOTIVE, INC.

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

Exhibit Index

2 unchanged sentences

Exhibit Filing Date

3.1 Amended and Restated Certificate of Incorporation of Rivian Automotive, Inc.

3.1 Restated Certificate of Incorporation of Rivian Automotive, Inc.

8-K 001-41042 3.1 06/20/2025

4 unchanged sentences

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

10-K 001-41042 4.2 02/24/2025

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

15 unchanged sentences

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

4.10 Indenture, dated as of June 12, 2025, between Rivian Holdings, LLC, Rivian, LLC, and Rivian Automotive, LLC and U.S.

Bank Trust Company, National Association, as trustee and collateral agent.

8-K 001-41042 4.1 06/12/2025

4.11 Form of certificate representing the 10.000% Senior Secured Green Notes due 2031 (included as Exhibit A to Exhibit 4.10).

8-K 001-41042 4.2 06/12/2025

RIVIAN AUTOMOTIVE, INC.

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

2 unchanged sentences

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

RIVIAN AUTOMOTIVE, INC.

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

13 unchanged sentences

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

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

10-Q 001-41042 10.1 11/07/2023

10.10#* Employment Agreement by and between Rivian Automotive, LLC and Michael Callahan

10.11# Rivian Executive Bonus Plan

8 unchanged sentences

S-1 333-259992 10.14 10/01/2021

RIVIAN AUTOMOTIVE, INC.

10.15† Amendment to Commercial Letter Agreement, dated as of September 6, 2019, by and between Rivian Automotive, Inc.

1 unchanged sentence

S-1 333-259992 10.15 10/01/2021

10.16† Master Services Agreement, dated as of May 7, 2021, by and between Rivian, LLC and Cox Automotive Corporate Services, LLC

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

RIVIAN AUTOMOTIVE, INC.

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

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

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

S-1 333-259992 10.18 10/01/2021

10.16 Indenture, dated as of October 8, 2021, by and among Rivian Holdings, LLC, Rivian, LLC, Rivian Automotive, LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.

21 unchanged sentences

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

RIVIAN AUTOMOTIVE, INC.

10.26† Amendment No.

3 unchanged sentences

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

RIVIAN AUTOMOTIVE, INC.

10.28 Form of Additional Capped Call Confirmations

7 unchanged sentences

and Volkswagen Aktiengesellschaft

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

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

10-K 001-41042 10.34 02/24/2025

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

10-K 001-41042 10.35 02/24/2025

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

10-K 001-41042 10.36 02/24/2025

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

1 unchanged sentence

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

10.35 Amendment No.

1 to Amended and Restated Credit Agreement, dated as of April 8, 2025, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers and guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

8-K 001-41042 10.1 04/09/2025

10.36 Amendment No.

1 to Investment Agreement, dated as of April 17, 2025 by and among Rivian Automotive, Inc., Volkswagen International America Inc.

and Volkswagen Aktiengesellschaft

10-Q 001-41042 10.2 05/06/2025

10.37† Letter Agreement, dated as of June 29, 2025, to the Investment Agreement, dated as of November 13, 2024, by and among Volkswagen International America Inc., Rivian Automotive, Inc., and Volkswagen Aktiengesellschaft

10-Q 001-41042 10.1 08/05/2025

10.38#* Form of Mind Robotics, LLC Common Unit Grant Agreement

19.1 Insider Trading Compliance Policy

10-K 001-41042 19.1 02/24/2025

21.1* List of Subsidiaries of Rivian Automotive, Inc.

3 unchanged sentences

32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C.

RIVIAN AUTOMOTIVE, INC.

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

1 unchanged sentence

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

RIVIAN AUTOMOTIVE, INC.

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

25 unchanged sentences

Chief Financial Officer February 12, 2026

Claire McDonough (Principal Financial Officer and Principal Accounting Officer)

Claire McDonough (Principal Financial Officer)

/s/ Sreela Venkataratnam Chief Accounting Officer February 12, 2026

Sreela Venkataratnam (Principal Accounting Officer)

/s/ Karen Boone Director February 12, 2026

1 unchanged sentence

Sanford Schwartz

/s/ Rose Marcario Director February 24, 2025

Rose Marcario

/s/ Aidan Gomez Director February 12, 2026

/s/ Peter Krawiec Director February 12, 2026

3 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures