Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives , and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and carrying out a variety of ongoing procedures .
Evaluation of Disclosure Controls and Procedures
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. Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). 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 U.S. 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). Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
A company’s internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
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• 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; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
KPMG LLP, the Company’s independent registered public accounting firm who audited the consolidated financial statements included in this Form 10-K, has issued an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG LLP’s report appears on page 73 of this Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
(a) None.
(b) Rule 10b5-1 Trading Plans
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. Ms. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
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.
Item 11. Executive Compensation
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accountant Fees and Services
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.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
Exhibit Index
Incorporated by Reference
Exhibit Number Exhibit Title Form File No. Exhibit Filing Date
3.1 Restated Certificate of Incorporation of Rivian Automotive, Inc.
8-K 001-41042 3.1 06/20/2025
3.2 Amended and Restated Bylaws of Rivian Automotive, Inc.
8-K 001-41042 3.2 11/16/2021
4.1 Specimen Stock Certificate evidencing the shares of Class A common stock
S-1/A 333-259992 4.1 11/01/2021
4.2 Sixth Amended and Restated Investors’ Rights Agreement, dated as of November 13, 2024, by and among the Registrant and certain holders of its capital stock, as amended
10-K 001-41042 4.2 02/24/2025
4.3 Indenture, dated as of March 10, 2023, between Rivian Automotive, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-41042 4.1 03/10/2023
4.4 Form of certificate representing the 4.625% Green Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.3)
8-K 001-41042 4.2 03/10/2023
4.5 Indenture, dated as of October 11, 2023, between Rivian Automotive, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-41042 4.1 10/11/2023
4.6 Form of certificate representing the 3.625% Green Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.5)
8-K 001-41042 4.2 10/11/2023
4.7 Description of Capital Stock
10-K 001-41042 4.3 2/26/2024
4.8† Convertible Promissory Note Purchase Agreement, dated as of June 25, 2024, between Rivian Automotive, Inc. and Volkswagen International America Inc.
8-K 001-41042 4.1 06/25/2024
4.9 Form of Senior Convertible Promissory Note (included as Exhibit A to Exhibit 4.8)
8-K 001-41042 4.2 06/25/2024
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
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10.1# 2015 Long-Term Incentive Plan, as amended, and forms of option and restricted stock unit agreements thereunder
S-1/A 333-259992 10.1 11/01/2021
10.2# 2021 Incentive Award Plan and forms of option and restricted stock unit agreements thereunder
S-1/A 333-259992 10.2 11/01/2021
10.3# Form of Performance Stock Unit Award Agreement under the Rivian Automotive, Inc. 2021 Incentive Award Plan
10-Q 001-41042 10.3 08/08/2023
10.4# Non-Employee Director Compensation Program (effective April 1, 2023)
10-Q 001-41042 10.2 08/08/2023
10.5# 2021 Employee Stock Purchase Plan
S-1/A 333-259992 10.4 11/01/2021
10.6# Form of Indemnification Agreement for Directors and Officers
S-1/A 333-259992 10.5 11/01/2021
10.7+ Amended and Restated Credit Agreement, dated as of April 19, 2023, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers and guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
8-K 001-41042 10.1 04/19/2023
10.8# Employment Agreement by and between Rivian Automotive, LLC and Robert Joseph Scaringe
S-1/A 333-259992 10.7 11/01/2021
10.9# Employment Agreement by and between Rivian Automotive, LLC and Claire McDonough
S-1/A 333-259992 10.9 11/01/2021
10.10#* Employment Agreement by and between Rivian Automotive, LLC and Michael Callahan
10.11# Rivian Executive Bonus Plan
10-Q 001-41042 10.1 11/09/2022
10.12† Framework Agreement, dated as of September 16, 2019, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
S-1 333-259992 10.12 10/01/2021
10.13† Work Order No. #1 to the Framework Agreement, dated as of September 16, 2019, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.htm
S-1 333-259992 10.13 10/01/2021
10.14† Commercial Letter Agreement, dated as of February 15, 2019, by and between Rivian Automotive, Inc. and Amazon.com, Inc.
S-1 333-259992 10.14 10/01/2021
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10.15† Amendment to Commercial Letter Agreement, dated as of September 6, 2019, by and between Rivian Automotive, Inc. and Amazon.com, Inc.
S-1 333-259992 10.15 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.
S-1/A 333-259992 10.19 10/22/2021
10.17 Note Purchase Agreement, dated as of October 8, 2021, by and among Rivian Holdings, LLC, Rivian, LLC, Rivian Automotive, LLC and the purchasers party thereto.
S-1/A 333-259992 10.20 10/22/2021
10.18† Amendment No. 1 to the Framework Agreement, dated as of October 26, 2021, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
10-K 001-41042 10.20 02/28/2023
10.19 Amendment to the Warrant to Purchase Series C Preferred Stock, dated as of October 31, 2021, by and between Rivian Automotive, Inc. and Amazon.com NV Investment Holdings LLC.
S-1/A 333-259992 10.21 11/01/2021
10.20 Economic Development Agreement, dated as of May 2, 2022, by and among Rivian Horizon, LLC, the State of Georgia and the Georgia Department of Economic Development, and Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County
8-K 001-41042 10.1 05/06/2022
10.21 First Amendment to Economic Development Agreement, dated as of September 26, 2023 by and among Rivian Horizon, LLC, the State of Georgia acting by and through the Georgia Department of Economic Development, and Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County
8-K 001-41042 10.1 09/29/2023
10.22 Rental Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC
8-K 001-41042 10.1 11/13/2023
10.23 Bond Purchase Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC
8-K 001-41042 10.2 11/13/2023
10.24 Option Agreement, dated as of November 1, 2023, by and between Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County and Rivian Horizon, LLC
8-K 001-41042 10.3 11/13/2023
10.25† Amendment No. 2 to the Framework Agreement, dated as of January 1, 2023, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
10-K 001-41042 10.26 02/28/2023
10.26† Amendment No. 3 to the Framework Agreement, dated as of November 7, 2023, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
10-Q 001-41042 10.6 11/07/2023
10.27 Form of Capped Call Confirmations
8-K 001-41042 10.1 10/11/2023
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10.28 Form of Additional Capped Call Confirmations
8-K 001-41042 10.2 10/11/2023
10.29^† REV Tax Credit Agreement effective as of April 29, 2024, by and among Rivian Automotive, LLC, and Rivian, LLC, and the State of Illinois acting by and through the Department of Commerce and Economic Opportunity
8-K 001-41042 10.1 05/03/2024
10.30^† Transaction Agreement, dated as of November 12, 2024, by and among Rivian Automotive, Inc., Volkswagen International America Inc. and Volkswagen Aktiengesellschaft
8-K 001-41042 10.1 11/12/2024
10.31^† Investment Agreement, dated as of November 13, 2024, by and among Rivian Automotive, Inc., Volkswagen International America Inc. and Volkswagen Aktiengesellschaft
10-K 001-41042 10.34 02/24/2025
10.32^ 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
10.33^ 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. and the United States Department of Energy
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.
23.1* Consent of KPMG, LLP, Independent Registered Public Accounting Firm
31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
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32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
97.1 Policy Relating to Recovery of Erroneously Awarded Compensation
10-K 001-41042 97.1 2/26/2024
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
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan.
† Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
ˆ Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to provide copies of any of the omitted exhibits upon request by the Securities and Exchange Commission.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RIVIAN AUTOMOTIVE, INC.
By: /s/ Robert J. Scaringe
Robert J. Scaringe
Chief Executive Officer, Chairman of the Board of Directors
Date: February 12, 2026 (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Robert J. Scaringe
Chief Executive Officer, Chairman of the Board of Directors February 12, 2026
Robert J. Scaringe (Principal Executive Officer)
/s/ Claire McDonough
Chief Financial Officer February 12, 2026
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
Karen Boone
/s/ Sanford Schwartz Director February 12, 2026
Sanford Schwartz
/s/ Aidan Gomez Director February 12, 2026
Aidan Gomez
/s/ Peter Krawiec Director February 12, 2026
Peter Krawiec
/s/ Jay Flatley Director February 12, 2026
Jay Flatley
/s/ John Krafcik Director February 12, 2026
John Krafcik
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