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What changed in Rivian Automotive, Inc. / DE's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Rivian Automotive, Inc. / DE's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+597 added−674 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-24)

Top changes in Rivian Automotive, Inc. / DE's 2025 10-K

597 paragraphs added · 674 removed · 485 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

66 edited+20 added−56 removed26 unchanged
Biggest changeThese technologies include our zonal network architecture and associated in-vehicle electronic control units, full vehicle software stack, in-house autonomy platform, and propulsion platform. Product performance benefits from the ability to fully control and continually enhance virtually every aspect of our vehicle’s software, digital experience, and driving dynamics.
Biggest changeProduct performance benefits from the ability to fully control and continually enhance virtually every aspect of our vehicle’s software, digital experience, and driving dynamics. Our in-house autonomy system has been designed with an AI-centric end-to-end approach and leverages the large amount of miles driven by Rivian vehicles for training, enabling the Company to continuously improve the system.
In each phase we expect to produce vehicles on our midsize platform, including the R2 and R3. We expect to begin construction in 2026 and start production on the first manufacturing line in 2028. Vertical integration is core to our product development and manufacturing processes.
In each phase we expect to produce vehicles on our midsize platform, including the R2 and R3. We expect to begin vertical construction in 2026 and start production on the first manufacturing line in 2028. Vertical integration is core to our product development and manufacturing processes.
The Clean Air Act requires that we obtain both an EPA-issued Certificate of Conformity and a California Air Resources Board (“CARB”)-issued Executive Order with respect to emissions for our vehicles, and include labeling providing consumer information such as miles per gallon of gas-equivalent ratings and maximum range on a single charge.
The Clean Air Act requires that we obtain both an EPA-issued Certificate of Conformity and a California Air Resources Board-issued Executive Order with respect to emissions for our vehicles, and include labeling providing consumer information such as miles per gallon of gas-equivalent ratings and maximum range on a single charge.
These services include vehicle electrical architecture and software development services provided by the Joint Venture, remarketing, vehicle repair and maintenance, charging, software subscriptions, vehicle accessories, financing, insurance, and more, as described below. • Joint Venture. Rivian and Volkswagen Group have formed an equally-owned Joint Venture as a separate legal entity to create next-generation electrical architecture and best-in-class software technology.
These services include vehicle electrical architecture and software development services provided by the Joint Venture, Autonomy+, remarketing, vehicle repair and maintenance, charging, software subscriptions, vehicle accessories, financing, insurance, and more, as described below. • Joint Venture. Rivian and Volkswagen Group have formed an equally-owned joint venture as a separate legal entity to create next-generation electrical architecture and best-in-class software technology.
We also subject our battery packs to selected tests specified in the Society of Automotive Engineers (“SAE”) J2464 and J2929 standards, as well as tests defined by other standards and regulatory bodies and Rivian’s own internal tests. These tests evaluate battery function and performance as well as resilience to conditions including immersion, humidity, fire, and other potential hazards.
We also subject our battery packs to selected tests specified in the Society of Automotive Engineers J2464 and J2929 standards, as well as tests defined by other standards and regulatory bodies and Rivian’s own internal tests. These tests evaluate battery function and performance as well as resilience to conditions including immersion, humidity, fire, and other potential hazards.
Regulatory Environmental, Health and Safety Matters Certain of our operations, properties, and products are subject to stringent and comprehensive federal, state, and local laws and regulations governing matters related to product safety, environmental protection, occupational health and safety, and the release or discharge of materials into the environment, including air emissions and wastewater discharges.
Regulatory Environmental, Health and Safety Matters Certain of our operations, properties, products, and services are subject to stringent and comprehensive federal, state, and local laws and regulations governing matters related to product safety, environmental protection, occupational health and safety, and the release or discharge of materials into the environment, including air emissions and wastewater discharges.
Automobile Manufacturer and Dealer Regulation State laws regulate the manufacture, distribution, sale, and service (including delivery) of automobiles, and generally require motor vehicle manufacturers and dealers to be licensed in order to sell vehicles directly to customers in the state.
Automobile Manufacturer and Dealer Regulation State laws regulate the manufacture, distribution, sale, delivery, and service of automobiles, and generally require motor vehicle manufacturers and dealers to be licensed in order to sell vehicles directly to customers in the state.
R3 demonstrates the scalability of Rivian’s brand across different form factors while continuing to be immediately recognizable. Commercial Vehicles 4 RIVIAN AUTOMOTIVE, INC. We launched the Rivian Commercial Van (“RCV”) platform which underpins the Electric Delivery Van (“EDV”) variant, designed and engineered by Rivian in collaboration with Amazon.com, Inc. and its affiliates (collectively, “Amazon”), our first commercial customer.
R3 demonstrates the scalability of Rivian’s brand across different form factors while continuing to be immediately recognizable. Commercial Vehicles We launched the Rivian Commercial Van platform, which underpins the Electric Delivery Van (“EDV”) variant, designed and engineered by Rivian in collaboration with Amazon.com, Inc. and its affiliates (collectively, “Amazon”), our first commercial customer.
Unlike the United States, there are no impediments to a manufacturer applying for and receiving a dealer license to perform sales and service, however, we must obtain the necessary provincial licenses to enable sales and service in each location.
While unlike the United States, there are no impediments to a manufacturer applying for and receiving a dealer license to perform sales and service, we must obtain the necessary provincial licenses to enable sales and service in each location.
Additionally, we generally expect delivery volumes of commercial vehicle sales to be less in the winter months as customers shift their focus to making last mile deliveries during holidays rather than incorporating more vehicles into their fleet, which could result in higher finished goods inventory levels during this period.
Additionally, we generally expect delivery volumes of commercial vehicle sales to be less in the final months of the year as customers shift their focus to making last mile deliveries during holidays rather than incorporating more vehicles into their fleet, which could result in higher finished goods inventory levels during this period.
Supply Chain We work closely with hundreds of suppliers across the globe to procure raw materials and product components to bring our vehicles to market. Our supplier selection process is based on a wide variety of factors, including technical expertise, product quality, cost, location, and ramp capability.
Supply Chain We work closely with hundreds of suppliers across the globe to procure raw materials and product components to bring our vehicles to market. 6 RIVIAN AUTOMOTIVE, INC. Our supplier selection process is based on a wide variety of factors, including technical expertise, product quality, cost, location, and ramp capability.
We are also subject to permitting, registration, and other government approval requirements under environmental, health, and safety laws and regulations applicable in the jurisdictions in which we operate. Those requirements obligate us to obtain permits, registrations, and other government approvals from one or more governmental agencies to conduct our operations and sell our products.
We are also subject to permitting, registration, and other government approval requirements under environmental, health, and safety laws and regulations applicable in the jurisdictions in which we operate, obligating us to obtain permits, registrations, and other government approvals from one or more governmental agencies to conduct our operations and sell our products and services.
MSP is expected to address global market segments and is designed to build upon our industry-leading technology platform as well as our focus on reducing manufacturing complexity and improving cost efficiency. R2 is Rivian’s all-new midsize SUV delivering a combination of performance, capability and utility in a five-seat package optimized for big adventures and everyday use.
The MSP is expected to address global market segments and is designed to build upon our industry-leading technology platform as well as our focus on reducing manufacturing complexity and improving cost efficiency. R2 is Rivian’s all-new midsize SUV that will deliver a combination of performance, capability and utility in a five-seat package optimized for big adventures and everyday use.
Through strategic and business assessments of our intellectual property, we rely on a combination of patents, trade secrets, copyrights, service marks, trademarks, domains, contractual terms, and enforcement mechanisms across domestic and various international 10 RIVIAN AUTOMOTIVE, INC. jurisdictions to establish and protect intellectual property rights related to our current and future business and operations.
Through strategic and business assessments of our intellectual property, we rely on a combination of patents, trade secrets, copyrights, service marks, trademarks, domains, contractual terms, and enforcement mechanisms across domestic and various international jurisdictions to establish and protect intellectual property rights related to our current and future business and operations.
Both the EDV and RCV’s features include a rear roll-up door, an integrated bulkhead door designed for safety and security, a tall roof to allow drivers to walk through the vehicle, driver-centric ergonomics, and a curb-side sliding door for safe vehicle access away from traffic.
Both the EDV and Rivian Commercial Van’s features include a rear roll-up door, an integrated bulkhead door designed for safety and security, a tall roof to allow drivers to walk through the vehicle, driver-centric ergonomics, and a curb-side sliding door for safe vehicle access away from traffic.
The EDV and RCV are long-range, electric commercial step-in vans designed for large scale production and deployment in a centrally-managed fleet. Amazon has ordered an initial volume of 100,000 EDVs globally, subject to modification. We have designed a 500 and 700 cubic foot version of the vans, optimized for various commercial uses, including last mile delivery use cases.
The Rivian Commercial Van is a long-range, electric commercial step-in van designed for large scale production and deployment in a centrally-managed fleet. Amazon has ordered an initial volume of 100,000 EDVs globally, subject to modification. We have designed a 500 and 700 cubic foot version of the vans, optimized for various commercial uses, including last mile delivery use cases.
In addition to the vehicle service network, we work with partner collision centers and supply them with the parts they need for work on Rivian vehicles. • Charging. We design, develop, manufacture, and operate the Rivian Adventure Network Direct Current fast chargers (the “Rivian Adventure Network”) at sites across North America.
In addition to the vehicle service network, we work with partner collision centers and other repair and maintenance providers and supply them with the parts they need for work on Rivian vehicles. • Charging. We design, develop, and manufacture Rivian Adventure Network Direct Current fast chargers which we operate at sites across North America (the “Rivian Adventure Network”).
Automobile Manufacturer Regulation in Canada Our vehicles available for sale in the Canadian market are subject to environmental and safety certifications administered by the appropriate Canadian regulatory authorities, including Transport Canada and Environment Canada, and we have obtained these required national regulatory certifications to enable sales in Canada.
Automobile Manufacturer Regulation in Canada Our vehicles available for sale in the Canadian market are subject to environmental and safety certifications administered by the appropriate Canadian regulatory authorities, and we have obtained the required national regulatory certifications to enable sales in Canada.
R3 is a midsize crossover that is tidy on dimensions but delivers big in terms of performance, off-road capability, passenger comfort, and storage. R3X is a performance variant of R3 offering even more dynamic abilities both on and off road. The design of the exterior and interior of R3 are inviting and iconic.
R3 is our future midsize crossover that is expected to be tidy on dimensions but delivers big in terms of performance, off-road capability, passenger comfort, and storage. R3X is a performance variant of R3 offering even more dynamic abilities both on and off road. The design of the exterior and interior of R3 are inviting and iconic.
The Joint Venture is intended to focus on software, electronic control units (“ECU’s), and related network architecture design and development, with Volkswagen Group planning to utilize Rivian’s zonal ECU architecture and software stack across multiple brands.
The Joint Venture focuses on software, electronic control units (“ECU’s) design and development, and related network architecture design and development, with Volkswagen Group planning to utilize Rivian’s zonal ECU architecture and software stack across multiple brands.
The R1T and R1S are equipped with Rivian-designed technology including a zonal network architecture, electric powertrains, chassis, Rivian Autonomy Platform, and digital user experience management. These technologies can continuously improve and expand functionality through cloud-enabled over-the-air (“OTA”) updates.
The R1T and R1S are equipped with Rivian-designed technology including a zonal network architecture, electric powertrains and chassis, the Rivian Autonomy Platform, and digital user experience management via Connect+ which will include Rivian Assistant. These technologies can continuously improve and expand functionality through cloud-enabled over-the-air (“OTA”) updates.
We are investing in purpose-driven renewable energy projects that seek to positively impact our communities, our customers, our climate, and our industry. Human Capital As of December 31, 2024, including the consolidated Joint Venture, we had 14,861 employees across North America and Europe.
We are investing in purpose-driven renewable energy projects that seek to positively impact our communities, customers, climate, and industry. Human Capital As of December 31, 2025, including the consolidated Joint Venture, we had 15,232 employees across North America and Europe.
The R1T, R1S, EDV, and RCV are fully compliant with all such Safety Standards and other NHTSA requirements without the need for any additional exemptions.
The R1T, R1S, EDV, and Rivian Commercial Van are fully compliant with all such Safety Standards and other NHTSA requirements without the need for any additional exemptions.
Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, and public conference calls and webcasts. 13 RIVIAN AUTOMOTIVE, INC.
Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, and public conference calls and webcasts.
The Joint Venture’s financial results are consolidated within our Software and Services segment, but the Joint Venture is a separate legal entity with its own management and board of directors. See Note 19 "Variable Interest Entities" to our consolidated financial statements included in this Form 10-K for more information. • Remarketing.
The Joint Venture’s financial results are consolidated within our Software and Services segment, but the Joint Venture is a separate legal entity with its own management and board of directors. See Note 19 "Variable Interest Entities" to our consolidated financial statements included in this Form 10-K for more information. • Autonomy+. Rivian is designing and developing advanced driver assistance features.
Our Products and Services Automotive Segment Consumer Vehicles We launched our consumer vehicle business with the R1 platform consisting of two vehicles: the R1T, a two-row, five-passenger pickup truck, and the R1S, a three-row, seven-passenger sport utility vehicle (“SUV”).
The Company analyzes the results of the business through two reportable segments, Automotive and Software and Services. Our Products and Services Automotive Segment Consumer Vehicles We launched our consumer vehicle business with the R1 platform consisting of two vehicles: the R1T, a two-row, five-passenger pickup truck, and the R1S, a three-row, seven-passenger sport utility vehicle (“SUV”).
Twenty-five states restrict our ability to obtain a dealer license to sell within those states. To sell vehicles to residents of states where we do not have a license or are unable to be licensed due to our status as a manufacturer, we must conduct the sale out of state over the internet or telephonically.
To sell vehicles to residents of states where we do not have a license or are unable to be licensed due to our status as a manufacturer, we must conduct the sale out of state over the internet or telephonically.
We design and develop a variety of components in the vehicle including the electric motors, gearboxes, inverters, battery packs, vehicle electronics, and chassis systems. This vertical integration is expected to continue to allow Rivian to reduce costs in manufacturing our vehicles.
We design and develop a variety of components in the vehicle including the electric motors, gearboxes, inverters, battery packs, vehicle electronics, chassis systems, and most recently, the Rivian Autonomy Processor (“RAP1”) which is expected to be included in our vehicles in the future. This vertical integration is expected to continue to allow Rivian to reduce costs in manufacturing our vehicles.
We believe this capability is increasingly being recognized by customers and has helped Rivian earn some of the industry’s most coveted owner experience awards. Our zonal network architecture and software stack serves as the basis for the recently formed Rivian and VW Group Technology, LLC (the “Joint Venture”).
We believe our product performance is increasingly being recognized by customers and has helped Rivian earn some of the industry’s most coveted owner experience awards. Our zonal network architecture and software stack serves as the basis for Rivian and Volkswagen Group Technologies, LLC (the “Joint Venture”).
The R1T, R1S, EDV, and RCV (where applicable) have received EPA Certificates of Conformity and California Executive Orders for the applicable model years. Beginning with model year 2026, additional warranty, durability, and other “zero-emission vehicle (“ZEV”) assurance measures” will be required for vehicles certified to Advanced Clean Cars Two (“ACCII”) standards and sold in California and those states adopting ACCII.
The R1T, R1S, EDV, and Rivian Commercial Van (where applicable) have received EPA Certificates of Conformity and California Executive Orders for the applicable model years. Beginning with model year 2026, additional warranty, durability, and other “zero-emission vehicle (“ZEV”) assurance measures will be required for vehicles certified to Advanced Clean Cars Two (“ACCII”) standards and sold in 8 RIVIAN AUTOMOTIVE, INC.
As of December 31, 2024, we held over 900 granted patents and registrations worldwide, and had over 1,800 patent applications pending with United States and international patent offices.
As of December 31, 2025, we held over 1,200 granted patents and registrations worldwide and had over 2,000 patent applications pending with United States and international patent offices.
Regulations in the United States • National Highway Traffic Safety Administration (“NHTSA”) Safety and Self-Certification Obligations . As a manufacturer of EVs, our vehicles are subject to, and must comply with, numerous regulatory requirements established by NHTSA, including all applicable United States Federal Motor Vehicle Safety Standards (“Safety Standards”).
As a manufacturer of EVs, our vehicles are subject to, and must comply with, numerous regulatory requirements established by NHTSA, including all applicable United States Federal Motor Vehicle Safety Standards (“Safety Standards”).
Corporate Information Rivian Automotive, Inc. was incorporated as a Delaware corporation on March 26, 2015. Our principal executive offices are located at 14600 Myford Road, Irvine, California 92606, and our telephone number is (888) 748-4261. Our website address is www.rivian.com .
Together, these efforts aim to advance progress toward building a better future for generations to come. Corporate Information Rivian Automotive, Inc. was incorporated as a Delaware corporation on March 26, 2015. Our principal executive offices are located at 14600 Myford Road, Irvine, California 92606, and our telephone number is (888) 748-4261. Our website address is www.rivian.com .
The requirements vary depending on the location where our regulated activities are conducted. The following summarizes certain existing environmental, health, and safety laws and regulations applicable to our operations and products. For additional information, see Part I, Item 1A. “Risk Factors .” 7 RIVIAN AUTOMOTIVE, INC.
The requirements vary depending on the location where our regulated activities are conducted. The following summarizes certain existing environmental, health, and safety laws and regulations applicable to our operations and products. For additional information, see Part I, Item 1A. “Risk Factors .” Regulations in the United States • National Highway Traffic Safety Administration (“NHTSA”) Safety and Self-Certification Obligations .
Rivian expects to fully comply with these standards. • Battery Safety and Testing. Our battery pack conforms to mandatory regulations that govern transport of “dangerous goods,” defined to include lithium-ion batteries, which may present a risk in transportation.
California and those states adopting ACCII. Rivian expects to fully comply with these standards even as the Clean Air Act Waiver revocation is being litigated. • Battery Safety and Testing. Our battery pack conforms to mandatory regulations that govern transport of “dangerous goods,” defined to include lithium-ion batteries, which may present a risk in transportation.
We sell these credits to other regulated entities who can use the credits to comply with emission standards and other regulatory requirements. Software and Services Segment Complementing our vehicles, we provide a suite of value-added services which we expect to continue to generate long-term brand loyalty while also creating a recurring revenue stream across the vehicle lifecycle.
Software and Services Segment Complementing our vehicles, we provide a suite of value-added software and services which we expect to continue to generate long-term brand loyalty while also creating a recurring revenue stream across the vehicle lifecycle.
Given the global nature of our supply chain, we also face risks relating to the imposition by the United States of tariffs on foreign imports. 6 RIVIAN AUTOMOTIVE, INC. Battery raw materials, including lithium, nickel, graphite, and cobalt, represent one of the most vulnerable parts of our supply chain.
Given the global nature of our supply chain, we also face risks relating to tariffs and other trade barriers. Battery raw materials, including lithium, nickel, graphite, and cobalt, represent one of the most vulnerable parts of our supply chain.
As we expand our charging deployments, we intend to continue to find ways to help drivers accelerate the transition to a carbon-free grid by matching 100% of the energy the vehicle consumes with renewable energy purchases no matter where the vehicle is charged—at home, on a third-party network, or on the Rivian Adventure Network. 11 RIVIAN AUTOMOTIVE, INC. ◦ Renewable Energy.
As we expand our charging deployments, we intend to continue finding ways to help drivers accelerate the transition to a carbon-free grid, including by matching 100% of the energy the vehicle consumes with clean energy no matter where the vehicle is charged for the first 10,000 miles of driving and for all charging on the Rivian Adventure Network. ◦ Renewable Energy.
Information contained on, or that can be accessed through, our website does not constitute part of this Form 10-K, and the inclusion of our website address in this Form 10-K is an inactive textual reference only. We have proprietary rights to trademarks, trade names, and service marks appearing in this Form 10-K that are important to our business.
Information contained on, or that can be accessed through, our website does not constitute part of this Form 10-K, and the inclusion of our website address in this Form 10-K is an inactive textual reference only. 11 RIVIAN AUTOMOTIVE, INC.
Through the Rivian Foundation— an IRS-registered 501(c)(3) private foundation (the “Rivian Foundation”) that began grantmaking in 2024—and Rivian’s own initiatives (collectively referred to as “Forever”), we aim to extend our impact beyond the products we create and the competition they inspire. Together, these efforts aim to advance progress toward building a sustainable future for generations to come.
Our philanthropic efforts focus on protecting nature, advancing a better energy future, and expanding opportunities for people and communities to thrive. Through the Rivian Foundation—an IRS-registered 501(c)(3) private foundation that began grantmaking in 2024—and Rivian’s own initiatives (collectively referred to as “Forever”), we aim to extend our impact beyond the products we create and the competition they inspire.
We expect MSP to benefit from the key vertically integrated technologies developed for R1 including our software stack, propulsion technology, Rivian Autonomy Platform, network architecture, and vehicle electronics. We expect to start production of the R2 in the first half of 2026.
We expect R2 to benefit from the key vertically integrated technologies developed for R1 including our software stack, propulsion technology, the Rivian Autonomy Platform, and electrical architecture. We expect customer deliveries of R2 vehicles to begin in the second quarter of 2026. 4 RIVIAN AUTOMOTIVE, INC.
The aim of circularity is to keep materials and products in use as long as possible, ultimately decoupling economic activity from finite resources. Rivian is exploring options to embed circular principles into our business and is pursuing pathways to operationalize circularity that slow consumption of primary materials, reduce waste, and decarbonize our business. • Transitioning to Carbon-Free Energy.
Rivian is exploring options to embed circular principles into our business and is pursuing pathways to operationalize circularity that slow consumption of primary materials, reduce waste, and decarbonize our business. 10 RIVIAN AUTOMOTIVE, INC. • Transitioning to Carbon-Free Energy.
Our solutions are designed to be cost effective and aim to deliver clean energy to our customers while offering a convenient and seamless charging experience. In the fourth quarter of 2024, we began opening up the Rivian Adventure Network to non-Rivian EVs allowing us to increase the utilization of our network . • Software Subscriptions.
Our solutions are designed to be cost effective and aim to deliver clean energy to our customers while offering a convenient and seamless charging experience. Over 95% of our Rivian Adventure Network is open to non-Rivian EVs, allowing increased utilization of our network . • Software Subscriptions. Across our consumer and commercial vehicles, we offer value added software subscriptions.
The R1T, R1S, EDV, and RCV are fully compliant with or exempted from compliance with the foregoing referenced standards. Rivian also has a system in place to ensure compliance with all reporting obligations to NHTSA. The Automobile Information and Disclosure Act requires manufacturers of motor vehicles to disclose certain information regarding the manufacturer’s suggested retail price, optional equipment, and pricing.
The R1T, R1S, EDV, and Rivian Commercial Van are fully compliant with or exempted from compliance with the foregoing referenced standards. Rivian also has a system in place to ensure compliance with all reporting obligations to NHTSA.
The Company creates innovative and technologically advanced products that are designed to excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Rivian vehicles are built in the United States and are sold directly to consumer and 3 RIVIAN AUTOMOTIVE, INC. commercial customers.
Through innovation across its electrical architecture, end-to-end software, autonomous driving platform, artificial intelligence, and propulsion, the Company creates vehicles that excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers.
Our competitive set also represents our total addressable market, which we aim to target over the long term with an expanded product portfolio in our current and future geographies. As we participate across the spectrum of the consumer and commercial value chain, our competition extends beyond providers that operate in the capacity of an original equipment manufacturer or dealer.
As we participate across the spectrum of the consumer and commercial value chain, our competition extends beyond providers that operate in the capacity of an original equipment manufacturer or dealer.
Environment, Health, and Safety (“EHS”) Creating a safe and inspiring environment is a priority that we expect Rivian employees to uphold in their daily activities. EHS oversight occurs at the highest level of the Company. The Rivian board of directors reviews, on a quarterly basis, key performance indicators, past EHS accomplishments, and continuous improvement initiatives.
We dream big to achieve the impossible for our customers, team and world. Environment, Health, and Safety (“EHS”) Creating a safe and inspiring environment is a priority that we expect Rivian employees to uphold in their daily activities. EHS oversight, including sustainability oversight, occurs at the highest level of the Company.
Across our consumer and commercial vehicles, we offer value added software subscriptions. All consumer vehicles come standard with connectivity features such as over-the-air updates, live navigation, remote vehicle commands, tethering, and a basic Alexa package. In addition, we offer Connect+ which brings enhanced 5 RIVIAN AUTOMOTIVE, INC. media, connectivity, and live security to our Rivian vehicles.
All consumer vehicles come standard with connectivity features such as OTA updates, live navigation, remote vehicle commands, and tethering. In addition, we offer Connect+ which brings enhanced media, connectivity, and live security to our Rivian vehicles. Customers can pay a monthly recurring payment or a discounted annual payment for Connect+.
We believe the primary competitive factors in our markets are talent and culture, technological innovation, product performance and quality, customer experience, brand differentiation, product design, pricing and TCO, and manufacturing scale and efficiency. Our competition includes the millions of traditional internal combustion engine (“ICE”) vehicles and EVs sold each year in the consumer and commercial markets.
Competition We aspire to drive meaningful change in the world’s transition to sustainable mobility. We believe the primary competitive factors in our markets are talent and culture, technological innovation, product performance and quality, customer experience, brand differentiation, product design, pricing and TCO, and manufacturing scale and efficiency.
Item 1. Business Overview Rivian is an American automotive manufacturer that develops and builds category-defining electric vehicles (“EVs”) as well as software and services that address the entire lifecycle of the vehicle.
Item 1. Business Overview Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services.
Developed to be comfortable and easy to operate for drivers, our commercial vans are designed to achieve lower total cost of ownership (“TCO”) for customers while supporting a path to decarbonization. Automotive Regulatory Credits We earn tradable credits in the operation of our business under various regulations related to zero-emission vehicles (“ZEVs”), greenhouse gas, fuel economy, and clean fuel.
Developed to be comfortable and easy to operate for drivers, our commercial vans are designed to achieve lower total cost of ownership (“TCO”) for customers while supporting a path to decarbonization.
Customers can pay a monthly recurring payment or a discounted annual payment for Connect+. Alongside our commercial vehicles, we offer FleetOS, our proprietary, end-to-end centralized fleet management subscription platform. It encompasses vehicle distribution, service, telematics, software services, charging, connectivity management, driver+ and lifecycle management.
Alongside our commercial vehicles, we offer FleetOS, our proprietary, end-to-end centralized fleet management subscription platform. It encompasses vehicle distribution, service, telematics, software services, charging, connectivity management, advanced driver assistance system and lifecycle management. This cloud-based platform integrates and analyzes vehicle, infrastructure, and operations data. • Other Services.
A detailed understanding of our products informs our decisions and drives our actions—from exploring options to decarbonize our materials to enhancing our designs to help improve product efficiency.
At Rivian, this means that we consider our impacts throughout our business. A detailed understanding of our products informs our decisions and drives our actions—from exploring options to decarbonize our materials to enhancing our designs to help improve product efficiency. Sustainability At Rivian , our mission extends beyond our products. We’re considering our impact now and as our business expands.
If a customer wishes to dispose of a battery pack from one of our vehicles, we will accept the depleted battery without any additional charge. • Right to Repair .
If a customer wishes to dispose of a battery pack from one of our vehicles, we will accept the depleted battery without any additional charge. • Right to Repair . We are subject to certain laws and regulations, e.g., “Right to Repair,” laws, that would require us to provide third-party access to our network and/or vehicle systems.
Our current focus on applying sustainable practices across several facets of our business includes the following: • Vehicles. The choices we make in the design phase of our products including decisions about material selection, form factor, manufacturability, durability, and serviceability have an impact on the overall environmental footprint.
The choices we make in the design phase of our products including decisions about material selection, form factor, manufacturability, durability, and serviceability have an impact on the overall environmental footprint. We develop life cycle assessments (“LCAs”) for our EVs which help us understand their carbon footprints.
Following this capacity increase, the annual installed capacity split is expected to be up to 155,000 R2 vehicles, 85,000 R1 vehicles, and 65,000 RCV vehicles, with a total plant capacity capped at 215,000 annual units, allowing us to optimize production among the R2, R1, and RCV platforms at our Normal Factory.
The Normal Factory is equipped to produce up to 215,000 vehicles annually when the equipment is operated at full rate and on multiple shifts. The annual installed capacity split is expected to be up to 155,000 R2 vehicles, 85,000 R1 vehicles, and 65,000 Rivian Commercial Van’s, allowing us to optimize production among all three platforms.
We develop life cycle assessments (“LCAs”) for our EVs which help us understand their environmental footprints. These LCAs conform with industry standards (International Organization for Standardization 14040 and 14044) and are reviewed by a third-party expert. • Sourcing. As Rivian continues to grow, we are simultaneously mapping our supply chain for the next stage of our development.
These LCAs conform with industry standards (International Organization for Standardization 14040 and 14044) and are reviewed by a third-party expert. • Sourcing. As Rivian continues to grow, we are taking steps to map our supply chain and advance responsible sourcing practices in line with our Supplier Code of Conduct.
These include our insurance and financing offerings which are created in conjunction with third parties but offered through the Rivian purchase process. In addition, we operate the Rivian Gear Shop offering customers a range of vehicle and non-vehicle accessories including our adventure gear.
We also offer a range of services which we believe create convenience for our customers and allow them to stay within the Rivian ecosystem throughout their purchase and ownership experience. These include our insurance and financing offerings, which are created in conjunction with third parties but offered through the Rivian purchase process.
As of December 31, 2024, we held over 2,900 registered trademarks and had over 500 trademark applications pending with United States and international trademark offices, held 32 registered copyrights, and had 17 copyright application pending in United States and international copyright offices.
As of December 31, 2025, we held over 2,700 registered trademarks and had over 250 trademark applications pending with United States and international trademark offices, and held 48 registered copyrights and one copyright application pending in United States and international copyright offices. We pursue intellectual property protection to the extent we believe it would be advantageous to our business objectives.
Our Approach to Impact and Inclusion Fulfilling our ambitious mission and contributing to our vision for helping change the trajectory of our planet’s future for generations to come requires a holistic approach. At Rivian, this means that we consider our impacts throughout our business.
Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented, or challenged. Our Approach to Impact Fulfilling our ambitious mission and contributing to our vision for helping change the trajectory of our planet’s future for generations to come requires a holistic approach.
We have these licenses in British Columbia, Ontario, and Quebec and are in the process of obtaining the remaining licenses in the other provinces of Canada. Federal and State Incentives in the United States As of December 31, 2024, incentives in the United States included: • United States Federal Tax Credits.
We have these licenses in several provinces and are in the process of obtaining the remaining licenses in the other provinces of Canada. Federal and State Incentives in the United States Governments and private enterprises provide various incentives to Rivian and purchasers and users of EVs, as well as for technology important to the functioning of EVs.
Below are our Compass Values: a set of behaviors that serve as the backbone of Rivian’s organizational culture. Our Compass Values serve as our guide to preserve and augment our culture through the people we attract, develop, and inspire. • Come Together.
Below are our Compass Values: a set of behaviors that serve as the backbone of Rivian’s organizational culture. Our Compass Values are the foundation of our culture and key to how we work together to pursue and achieve our ambitious goals. • Ask Why. We lead with curiosity and a determination to continuously improve. • Stay Open.
Forever: Philanthropic Activities and Corporate Giving At Rivian, we strive to leverage our products, platform, and partnerships to help keep the world adventurous forever. Our philanthropic efforts focus on addressing climate challenges, protecting nature, advancing a better energy future, and expanding opportunities for people and communities to thrive.
The Rivian board of directors reviews, on a quarterly basis, key performance indicators, past EHS accomplishments, and continuous improvement initiatives. Forever: Philanthropic Activities and Corporate Giving At Rivian, we strive to leverage our products, platform, and partnerships to help keep the world adventurous forever.
Emission Credit Programs As a manufacturer devoted to the design, development, and production of all-electric, battery-powered vehicles, we generate credits from regulatory standards that we can monetize through sale to other manufacturers.
Emission Credit Programs As a manufacturer devoted to the design, development, and production of all-electric, battery-powered vehicles, we continue to generate credits from regulatory standards in the United States and Canada where those standards are still in place; however, the potential for both monetizing existing regulatory credit sale agreements and executing new ones has been eliminated or negatively impacted as environmental and efficiency standards are rolled back or the ability to trade has been eliminated.
Downstream competitors include a collection of third parties such as vehicle remarketers, vehicle repair and maintenance, charging, and software providers, and traditional fleet management companies. Across the automotive value chain, we believe our vertically-integrated business model and technology platform, focus on customer experience, direct-to-customer relationships, and ability to efficiently launch multiple vehicle platforms position us to compete effectively.
Downstream competitors include a collection of third parties such as vehicle remarketers, vehicle repair and maintenance, charging, and software providers, autonomous vehicle software developers, and traditional fleet management companies. 7 RIVIAN AUTOMOTIVE, INC.
This includes prioritizing traceability for priority materials, focusing on steel, aluminum, and batteries, and incorporating standards intended to help protect communities involved in bringing our vehicles to life through membership in various coalitions and industry organizations. • Circularity.
We are also focusing on steel, aluminum and battery materials by incorporating standards intended to help protect communities and the environment through membership in various coalitions and industry organizations. • Circularity. The aim of circularity is to keep materials and products in use as long as possible, ultimately decoupling economic activity from finite resources.
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We expect the Joint Venture to develop industry-leading software-enabled features and capabilities to address global markets and segments across a variety of vehicle platforms. Rivian also offers an integrated set of software and services that span across the entire purchase and ownership process. These services include remarketing, vehicle repair and maintenance, charging, software subscriptions, financing, insurance, and more.
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The Joint Venture is working to develop industry-leading software-enabled features and capabilities to address global markets and segments across a variety of vehicle platforms. Interconnected by our AI platform, Rivian unified intelligence underpins our products and suite of software and services including Autonomy+, designed to deliver fast-paced innovation cycles, structural cost advantages, and exceptional customer experiences.
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Interconnected by our data and analytics backbone, our services are designed to deliver fast-paced innovation cycles, structural cost advantages, and exceptional customer experiences. During the three months ended December 31, 2024, in conjunction with growth in revenues from software and services and establishing Rivian and VW Group Technology, LLC, there was a change in the composition of the Company’s segments.
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Automotive Regulatory Credits We earn tradable credits in the operation of our business under various regulations related to zero-emission vehicles (“ZEVs”), greenhouse gas, fuel economy, and clean fuel in the United States and Canada. We sell these credits to other regulated entities who can use the credits to comply with emission standards and other regulatory requirements.
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As a result of this change, the Company analyzes the results of the business through the following reportable segments: Automotive and Software and Services.
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As a result of changes to many of the programs governing such tradable credits, our ability to continue earning and selling the corresponding credits is uncertain at this time. For more information on risks related to our ability to sell regulatory credits, see Part I, Item 1A. Risk Factors.
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It positions Rivian to address new, global market segments and is designed to build upon our industry-leading technology platform as well as our focus on driving down manufacturing complexity and improving cost efficiency.
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In December 2025, we released our Universal Hands Free feature via an OTA update to our R1 Gen 2 customers. This feature significantly expanded our assistive hands-free driving capabilities for customers, going from availability on fewer than 150,000 miles of roads to more than 3.5 million miles of roads in North America.
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There are over 20,000 commercial vans on the road and in 2024, Amazon’s vans from Rivian delivered more than 1 billion packages to customers in the United States. In addition to the EDV variant, we are beginning to sell RCV variants of the commercial van to customers beyond Amazon.
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We expect to begin charging a one-time or month-to-month fee for Autonomy+ advanced driver assistance features in consumer vehicles starting in April 2026. Over 5 RIVIAN AUTOMOTIVE, INC. the medium-to-long term we expect to add additional advanced features such as point-to-point, eyes-off and eventually personal level 4 capabilities for vehicles with the necessary hardware. • Remarketing.
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This cloud-based platform integrates and analyzes vehicle, infrastructure, and operations data, driving us towards industry-leading TCO, safety and fleet utilization. Building upon this foundation, Rivian is also working to seamlessly integrate into existing systems and processes through strategic ecosystem partners (and direct when appropriate).
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In addition, we operate the Rivian Gear Shop offering customers a range of vehicle and non-vehicle accessories including our adventure gear. Manufacturing We currently manufacture the vehicles on our R1 and Rivian Commercial Van platforms at our manufacturing facility in Normal, Illinois (“Normal Factory”) and expect to start customer deliveries of R2 in the second quarter of 2026.
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Commercial customers can then leverage these cloud-based, end-to-end capabilities, to increase fleet uptime, optimize vehicle performance, and reduce TCO without disrupting day-to-day operations. • Other Services. We also offer a range of services which we believe create convenience for our customers and allow them to stay within the Rivian ecosystem throughout their purchase and ownership experience.
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We recently built a 1.2 million-square-foot supplier and logistics park that houses materials and supplies for the Normal Factory and is located just across the street with a direct connector tunnel to our facility. This facility is a key enabler for the R2 launch, designed to drastically reduce 'dock-to-line' lead times and logistics costs.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOther factors that may influence the adoption of alternative fuel vehicles, and specifically EVs, include: • perceptions about EV quality, safety, design, performance, and cost, especially if negative events or accidents occur that are linked to the quality or safety of EVs, whether or not such vehicles are produced by us or other manufacturers, resulting in adverse publicity and harm to consumer perceptions of EVs generally; • perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technology, including EV systems; • range anxiety, including the decline of an EV’s range resulting from deterioration over time in the battery’s usable capacity; • the availability of new alternative energy vehicles; • competition, including from other types of alternative fuel vehicles, plug-in hybrid EVs, and high fuel-economy internal combustion engine (“ICE”) vehicles; • the quality, reliability, and availability of service and charging stations for EVs; • the costs and challenges of installing home charging equipment, including for multi-family, rental, and densely populated urban housing; • the environmental consciousness of consumers, and their adoption of EVs; • the higher initial upfront purchase price of EVs, despite potentially lower cost of ongoing operating and maintenance costs as well as the cost and time required to service and repair EVs, as compared to ICE vehicles; • the higher cost of insurance for EVs, as compared to ICE vehicles; • the perception that EVs have lower residual values, as compared to ICE vehicles; • the availability of tax and other governmental incentives to purchase and operate EVs and future regulations requiring increased use of nonpolluting vehicles; • perceptions about and the actual cost of alternative energy, including the capacity and reliability of the electric grid; • volatility in the price of gasoline or other petroleum-based fuel, any extended periods of low gasoline or other petroleum-based fuel prices or an improved outlook for the long-term supply of oil to the United States; • regulatory, legislative and political changes; and • macroeconomic factors.
Biggest changeOther factors that may influence the adoption of alternative fuel vehicles, and specifically EVs, include: • perceptions about EV quality, safety, design, performance, value and cost and about EV safety in general, in particular safety issues that may be attributed to the use of advanced technology; • range anxiety, including the decline of an EV’s range resulting from deterioration over time in the battery’s usable capacity, the quality, reliability, and availability of service and charging stations for EVs, and the costs and challenges of installing home charging equipment, and perceptions about the cost and availability of alternative energy, including the capacity and reliability of the electric grid; • the availability of new alternative energy vehicles and competition, including from other types of alternative fuel vehicles, plug-in hybrid EVs, and high fuel-economy internal combustion engine (“ICE”) vehicles; • the environmental consciousness of consumers, and the availability of tax and other governmental incentives to purchase and operate EVs and future regulations requiring increased use of nonpolluting vehicles; • changes in the price of gasoline or other petroleum-based fuel; • regulatory, legislative and political changes; and • economic factors.
We will require additional financings to raise capital to support our business, which may not be available in a timely manner or on terms that are acceptable, or at all. We expect that we will need to seek additional equity and/or debt financing in both the near- and long-term to finance a portion of our costs and capital expenditures.
We will require additional financings to raise capital to support our business, which may not be available in a timely manner, on terms that are acceptable, or at all. We expect that we will need to seek additional equity and/or debt financing in both the near- and long-term to finance a portion of our costs and capital expenditures.
We and the Volkswagen Group have equal representation on the board of directors of the Joint Venture, and are each entitled to appoint one co-CEO, and we therefore do not have the ability to exercise sole power with respect to all decisions made by the Joint Venture.
We and Volkswagen Group have equal representation on the board of directors of the Joint Venture , and are each entitled to appoint one co- CEO , and we therefore do not have the ability to exercise sole power with respect to all decisions made by the Joint Venture .
Any disagreements that we have with the Volkswagen Group with respect to the operation of the Joint Venture could delay or derail our ability to implement improvements to our products and services or impede our commercial operations.
Any disagreements that we have with Volkswagen Group with respect to the operation of the Joint Venture could delay or derail our ability to implement improvements to our products and services or impede our commercial operations.
In addition, in connection with the Joint Venture , we granted Volkswagen Group a perpetual, irrevocable, non-exclusive license to certain of our electrical architecture and software technology existing at the time we entered the Joint Venture for use in connection with the Volkswagen Group ’s vehicles and related services, and provided to the Volkswagen Group the related software source code and related technical information and trade secrets, subject to confidentiality obligations.
In addition, in connection with the Joint Venture , we granted Volkswagen Group a perpetual, irrevocable, non-exclusive license to certain of our electrical architecture and software technology existing at the time we entered the Joint Venture for use in connection with Volkswagen Group ’s vehicles and related services, and provided to Volkswagen Group the related software source code and related technical information and trade secrets, subject to confidentiality obligations.
We are highly dependent on the services and reputation of Robert J. Scaringe, our Founder and CEO. Dr. Scaringe is a significant influence on and driver of our business plan and product development roadmap. If Dr.
Scaringe, our Founder and CEO. We are highly dependent on the services and reputation of Robert J. Scaringe, our Founder and CEO. Dr. Scaringe is a significant influence on and driver of our business plan and product development roadmap. If Dr.
In addition, the 2029 Green Convertible Notes and the 2030 Green Convertible Notes each have conditional conversion features and if one or more noteholders elect to convert their 2029 Green Convertible Notes or their 2030 Green Convertible Notes, as applicable, unless we elect to satisfy our conversion obligation by delivering solely shares of Class A common stock (other than paying cash in lieu of fractional shares), we would be required to settle a portion or all of the conversion obligations in cash.
In addition, the Convertible Notes each have conditional conversion features and if one or more noteholders elect to convert their 2029 Green Convertible Notes or their 2030 Green Convertible Notes, as applicable, unless we elect to satisfy our conversion obligation by delivering solely shares of Class A common stock (other than paying cash in lieu of fractional shares), we would be required to settle a portion or all of the conversion obligations in cash.
Further, the completion of Volkswagen Group’s prop osed additional equity investments in us would cause further dilution, to extent certain conditions and certain milestones are achieved.
Further, the completion of Volkswagen Group’s prop osed additional equity investments in us would cause further dilution, to the extent certain conditions and certain milestones are achieved.
In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our Class A common stock. Anti-takeover provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our Class A common stock. Anti-takeover provisions contained in our restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Our amended and restated certificate of incorporation, amended and restated bylaws, and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition.
Our restated certificate of incorporation, amended and restated bylaws, and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition.
Our amended and restated certificate of incorporation provides that, unless we otherwise consent in writing, the Court of Chancery of the State of Delaware is the exclusive forum (or if such court does not have subject matter jurisdiction, the federal district court of the State of Delaware) for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty, (3) any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation, or our amended and restated bylaws or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware.
Our restated certificate of incorporation provides that, unless we otherwise consent in writing, the Court of Chancery of the State of Delaware is the exclusive forum (or if such court does not have subject matter jurisdiction, the federal district court of the State of Delaware) for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty, (3) any action asserting a claim arising pursuant to any provision of the DGCL, our restated certificate of incorporation or our amended and restated bylaws or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware.
Our use of artificial intelligence technologies may not be beneficial to our business, and may result in the performance of our products, services and business, as well as our reputation and the reputations of our customers, to suffer or cause us to incur liability resulting from harm to individuals or the violation of laws or regulations or contracts to which we are a party Our roadmap integrates machine learning, artificial intelligence, and automated decision making (together, “AI Technologies”) in our products and business.
Our use of AI Technologies may not be beneficial to our business, and may result in the performance of our products, services and business, as well as our reputation and the reputations of our customers, to suffer or cause us to incur liability resulting from harm to individuals or the violation of laws or regulations or contracts to which we are a party Our roadmap integrates machine learning, artificial intelligence, and automated decision making (together, “AI Technologies”) in our products and business.
A significant portion of our revenues has been from one customer that is an affiliate of one of our principal stockholders. If we are unable to maintain this relationship, or if this customer purchases significantly fewer vehicles than we currently anticipate, then our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.
A significant portion of our automotive revenues has been from one customer that is an affiliate of one of our principal stockholders. If we are unable to maintain this relationship, or if this customer purchases significantly fewer vehicles than we currently anticipate, then our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.
To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our restated certificate of incorporation provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with litigating such action in another jurisdiction, which could harm our business, prospects, financial condition, results of operations, and cash flows.
Alternatively, if a court were to find the choice of forum provision contained in our restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with litigating such action in another jurisdiction, which could harm our business, prospects, financial condition, results of operations, and cash flows.
We rely on third-party vendors and suppliers for certain product and service offerings, which exposes us to increased risks. We contract with third parties to provide certain products and services to our customers, including vehicle financing, insurance, collision repair, roadside assistance, service part processing, service visit alternative transportation, tires, windshields, and 12V battery replacement.
We rely on third-party vendors and suppliers for certain product and service offerings, which exposes us to increased risks. We contract with third parties to provide certain products and services to our customers, including vehicle financing, leasing, insurance, collision repair, roadside assistance, service part processing, service visit alternative transportation, tires, windshields, and 12V battery replacement.
Agreements for the purchase of battery cells contain or are likely to contain pricing provisions that are subject to adjustments based on changes in market prices of key commodities. Substantial increases in the prices for components, materials, and equipment would increase our operating costs and could reduce our margins if we cannot recoup the increased costs.
Agreements for the purchase of battery cells contain or are likely to contain pricing provisions that are subject to adjustments based on changes in market prices of key commodities. Substantial increases in the prices for raw materials, components and equipment would increase our operating costs and could reduce our margins if we cannot recoup the increased costs.
The availability and effectiveness of these products and services depend on the continued operation of information technology and communication systems. We primarily rely on Amazon Web Services in the United States to host our cloud computing and storage needs. We do not own, control, or operate our cloud computing physical infrastructure or their data center providers.
The availability and effectiveness of these products and services depend on the continued effective operation of information technology and communication systems. We primarily rely on Amazon Web Services in the United States to host our cloud computing and storage needs. We do not own, control, or operate our cloud computing physical infrastructure or their data center providers.
The GDPR imposes comprehensive data privacy compliance obligations in relation to our collection, processing, sharing, disclosure, transfer and other use of Personal Information, including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of Personal Information out of the EEA and the UK.
The GDPR imposes comprehensive data privacy compliance obligations in relation to the collection, processing, sharing, disclosure, transfer and other use of Personal Information, including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of Personal Information out of the EEA and the UK.
These insurance policies are subject to various deductibles, policy limits, and exclusions that may impact our ability to recover for a specific risk. We may only insure to meet contractual requirements and/or choose to retain a level of risk where we believe we can adequately self-insure against the anticipated exposure.
These insurance policies are subject to various deductibles, policy limits, and exclusions that may impact our ability to recover for a specific loss. We may only insure to meet contractual requirements and/or choose to retain a level of risk where we believe we can adequately self-insure against the anticipated exposure.
In particular, if the models underlying our AI technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation and the reputations of our customers, could suffer or we could incur liability resulting from harm to individuals or the violation of laws or contracts to which we are a party or civil claims.
In particular, if the models underlying our AI Technologies or AI Technologies we use in our business are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation and the reputations of our customers, could suffer or we could incur liability resulting from harm to individuals or the violation of laws or contracts to which we are a party.
Our distribution model is different from the predominant current distribution model for automobile manufacturers and is subject to regulatory limitations on our ability to sell and service vehicles directly, which subjects us to substantial risk and makes evaluating our business, prospects, financial condition, results of operations, and cash flows difficult.
Our distribution model is different from the predominant current distribution model for automobile manufacturers and is subject to regulatory limitations on our ability to sell, lease and service vehicles directly, which subjects us to substantial risk and makes evaluating our business, prospects, financial condition, results of operations, and cash flows difficult.
The R2 Normal Factory expansion and construction of the Stanton Springs North Facility will require substantial capital and numerous federal, state and local permits. In addition, the projects requires us to carefully select and rely on the experience of one or more general contractors and associated subcontractors during the construction process.
The R2 Normal Factory expansion and construction of the Stanton Springs North Facility will require substantial capital and numerous federal, state, and local permits. In addition, the projects require us to carefully select and rely on the experience of one or more general contractors and associated subcontractors during the construction process.
If a new health epidemic or outbreak were to occur, we could experience broad and varied impacts similar to the impact of COVID-19, including adverse impacts to our workforce and supply chain, inflationary pressures and increased costs, schedule or production delays, market volatility, and other financial impacts.
If a new health epidemic, pandemic or outbreak were to occur, we could experience broad and varied impacts similar to the impact of COVID-19, including adverse impacts to our workforce and supply chain, inflationary pressures and increased costs, schedule or production delays, market volatility, and other financial impacts.
Any failure to adequately increase revenues or contain costs could prevent us from achieving or maintaining profitability in the future, in which case our business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected.
Any failure to adequately increase revenues or contain and/or reduce costs could prevent us from achieving or maintaining profitability in the future, in which case our business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected.
Vehicle retail sales depend heavily on affordable interest rates and availability of credit for vehicle financing and if rates continue to increase substantially or remain relatively high it could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.
Vehicle retail sales depend heavily on affordable interest rates and availability of credit for vehicle financing and if rates increase or continue to remain relatively high it could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.
We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the United States Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, and other anti-corruption laws and regulations.
We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the United States Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and other anti-corruption laws and regulations.
We rely on vendors and suppliers to develop a number of emerging technologies for use in our products, including battery technology and the use of different battery cell chemistries. Certain of these technologies and chemistries are not today, and may not ever be, commercially viable.
We rely on vendors and suppliers to develop a number of emerging technologies for use in our products and services, including battery technology and the use of different battery cell chemistries. Certain of these technologies and chemistries are not today, and may not ever be, commercially viable.
We are subject to substantial and evolving regulation and unf avorable changes to, or our failure to comply with, these regulations could have a material adverse effect our business, prospects, financial condition, results of operations, and cash flows.
We are subject to substantial and evolving regulation and unf avorable changes to, or our failure to comply with, these regulations could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.
In addition, when funded, the JV Loan will be secured by the Joint Venture equity interests owned by the Joint Venture Equityholder, and therefore, when the JV Loan is funded, any such non-compliance could result in foreclosure on the equity interests we indirectly own in the Joint Venture .
In addition, if and when funded, the JV Loan will be secured by the Joint Venture equity interests owned by the Joint Venture Equityholder , and therefore, if and when the JV Loan is funded, any such non-compliance could result in foreclosure on the equity interests we indirectly own in the Joint Venture .
Our period-to-period results of operations may also fluctuate because of other factors, including labor availability and costs for hourly and management personnel, profitability of our products and services, changes in interest rates, impairment of long-lived assets, macroeconomic conditions, both nationally and locally, negative publicity relating to our products and services, changes in the regulatory or political environment, changes in consumer preferences and competitive conditions, investment in new production capacity and expansion to new markets, opening new service centers and spaces, and increasing our sales and marketing activities.
Our period-to-period results of operations may also fluctuate because of other factors, including labor availability and costs for hourly and management personnel, profitability of our products and services, changes in interest rates, impairment of long-lived assets, economic conditions, both nationally and locally, negative publicity relating to our products and services, changes in the regulatory or political environment, changes in consumer preferences and competitive conditions, investment in new production capacity and expansion to new markets, opening new service centers and spaces, and increasing our sales and marketing activities.
Although we have implemented security measures designed to prevent such attacks, our networks and systems may be breached due to the actions of outside parties, employee error, malfeasance, a combination of these, or otherwise, and as a result, an unauthorized party may obtain access to our Technology Systems or data, resulting in data being publicly disclosed, altered, lost, or stolen, which could subject us to liability and adversely impact our financial condition.
Although we have implemented security measures designed to prevent such attacks, our networks and systems may be breached due to the actions of outside parties, employee error, malfeasance, insufficient security measures or controls, a combination of these, or otherwise, and as a result, an unauthorized party may obtain access to our Technology Systems or data, resulting in data being publicly disclosed, altered, lost, or stolen, which could subject us to liability and adversely impact our financial condition.
However, there can be no assurance that the measures we have taken to date, or any actions we may take in the future, will be effective in preventing or mitigating potential future material weaknesses.
There can be no assurance that the measures we have taken to date, or any actions we may take in the future, will be effective in preventing or mitigating potential future material weaknesses.
Recently, certain automobile manufacturers have announced delays or cutbacks in EV production plans as a result of these and other factors impacting the demand for EVs.
Recently, certain automobile manufacturers have announced delays, cutbacks, or cancellations in EV production plans as a result of these and other factors impacting the demand for EVs.
Moreover, a product liability claim could generate substantial negative publicity about our products, services and business and inhibit or prevent commercialization of other future vehicle models, which would have a material adverse effect on our brand, business, prospects, financial condition, results of operations, or cash flows. Any insurance coverage might not be sufficient to cover all potential product liability claims.
Moreover, a product liability claim could generate substantial negative publicity about our products, services and business and inhibit or prevent commercialization of other future vehicle models, which would have a material adverse effect on our reputation, business, prospects, financial condition, results of operations, or cash flows. Any insurance coverage might not be sufficient to cover all potential product liability claims.
Any negative reviews or reviews which compare us unfavorably to competitors could adversely affect consumer perception about our products and services. Our passion and focus on delivering a high-quality and engaging Rivian experience may not maximize short-term financial results, which may yield results that conflict with the market’s expectations and could result in our stock price being negatively affected.
Any negative reviews or reviews which compare us unfavorably to competitors could adversely affect customer perception about our products and services. Our passion and focus on delivering a high-quality and engaging Rivian experience may not maximize short-term financial results, which may yield results that conflict with the market’s expectations and could result in our stock price being negatively affected.
If our vendors and suppliers become unable or unwilling to provide, or experience delays in providing, services or components, or if the vendor and supplier agreements we have in place are terminated, or if any such litigation to enforce such agreements is not resolved in our favor, it may be difficult or impossible to find replacement services or components at a reasonable cost in a timely manner.
If our vendors and suppliers become unable or unwilling to provide, or experience delays in providing, services, raw materials or components, or if the vendor and supplier agreements we have in place are terminated, or if any such litigation to enforce such agreements is not resolved in our favor, it may be difficult or impossible to find replacement services or components at a reasonable cost in a timely manner.
We must continue to develop complex software and technology systems in coordination with the Joint Venture and our other vendors and suppliers to reach mass production for our vehicles, and there can be no assurance such systems will be successfully developed or integrated on a timely basis or at all, or perform effectively once integrated.
We must continue to develop complex software and hardware in coordination with the Joint Venture and our other vendors and suppliers to reach mass production for our vehicles, and there can be no assurance such systems will be successfully developed or integrated on a timely basis or at all, or perform effectively once integrated.
We have a limited history of vehicle sales and corresponding residual values, which makes the future value of our vehicles difficult to project, and such va lues may fluctuate prior to the end of their terms depending on various factors such as supply and demand of our used vehicles, economic cycles, and the pricing and features of new vehicles.
We have a limited history of vehicle sales and corresponding residual values, which makes the future value of our vehicles difficult to project, and such values may fluctuate prior to the end of their terms depending on various factors such as supply and demand of our used vehicles, economic cycles, and the pricing and features of new vehicles.
Operation of an automobile manufacturing facility requires proper land use, environmental permits and other operating permits from federal, state and local government entities.
Operation of an automobile manufacturing facility requires proper land use, environmental permits and other construction and operating permits from federal, state and local government entities.
Relatedly, trade policies could lead to an increasing number of competitors entering the United States, thereby creating more competition. We are subject to export and import control laws, and non-compliance with such laws can subject us to criminal liability and other serious consequences, which can harm our business.
Relatedly, trade policies could lead to an increasing number of competitors entering the United States, thereby creating more competition. We are subject to export and import control laws, and non-compliance with such laws can subject us to civil or criminal liability and other serious consequences, which can harm our business.
Future field actions, including product recalls, could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.
Field actions, including product recalls, could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.
Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be successful. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.
Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation or other violations may not be successful. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.
Under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change federal NOLs and other tax attributes (such as research and development tax credits) to offset its post-change income and taxes may be limited.
Under Sections 382 and 383 of the Internal Revenue Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change federal NOLs and other tax attributes (such as research and development tax credits) to offset its post-change income and taxes may be limited.
Further, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: • cease selling, leasing or incorporating certain components into, or selling vehicles or offering products or services that incorporate or use the intellectual property that we allegedly infringe, misappropriate, dilute, or otherwise violate; • pay substantial royalty or license fees or other damages; • seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all; • redesign or reengineer our vehicles, products, or services, which may be costly, time-consuming, or impossible; or • establish and maintain alternative branding for our products and services.
Further, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: 38 RIVIAN AUTOMOTIVE, INC. • cease selling, leasing or incorporating certain components into, or selling vehicles or offering products or services that incorporate or use the intellectual property that we allegedly infringe, misappropriate, dilute, or otherwise violate; • pay substantial royalty or license fees or other damages; • seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all; • redesign or reengineer our vehicles, products or services, which may be costly, time-consuming, or impossible; or • establish and maintain alternative branding for our products and services.
Any reduced ability to operate may materially impact the Joint Venture’s business, prospects and financial condition, which in turn could impact our ability to realize any anticipated benefits of the Joint Venture. Further, any prolonged disputes related to the Joint Venture’s operation may require us to expend additional resources on resolving such disputes.
Any reduced ability to operate may materially impact the Joint Venture ’s business, prospects and financial condition, which in turn could impact our ability to realize any anticipated benefits of the Joint Venture . Further, any prolonged disputes related to the Joint Venture ’s operation may require us to expend additional resources on resolving such disputes.
Our brand, reputation, and ability to attract customers depends on the reliable performance of our vehicles and the supporting systems, technology, and infrastructure. For example, we outfit our vehicles with in-vehicle services and functionality that use data connectivity to monitor performance and capture opportunities for cost-saving preventative maintenance.
Our brand, reputation and ability to attract customers depends on the reliable performance of our vehicles and the supporting systems, technology, and infrastructure. For example, we outfit our vehicles with in-vehicle services and functionality that use data connectivity to monitor performance and identify opportunities for cost-saving preventative maintenance.
These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, and fines and penalties.
These laws can give rise to liability for administrative oversight costs, cleanup costs, monitoring costs, property damage, bodily injury, and fines and penalties.
Additionally, our revenues from period to period may fluctuate as our understanding of and ability to address different markets grows and evolves, we adjust volumes, pricing, and add new product variants based on market demand and margin opportunities, and develop and introduce new EVs or introduce existing EVs to new markets.
Additionally, our revenues from period to period may fluctuate as our understanding of and ability to address different markets grows and evolves, we adjust volumes, pricing, and add new product variants based on market demand and margin opportunities, and develop and introduce new or existing EVs, software and services to new markets.
Specifically, difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment, or a decline in consumer confidence could have a material adverse effect on the demand for our vehicles and more broadly on the automotive industry.
Specifically, difficult economic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment, or a decline in consumer confidence could have a material adverse effect on the demand for our vehicles and more broadly on the automotive industry.
Additionally, if consumer interest rates continue to increase substantially or remain relatively high, or if financial service providers tighten lending standards or restrict their lending to certain classes of credit, customers may not desire or be able to obtain financing to purchase or lease our vehicles and demand for our vehicles could be negatively impacted, which could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.
If consumer interest rates increase or remain relatively high, or if financial service providers tighten lending standards or restrict their lending to certain classes of credit, customers may not desire or be able to obtain financing to purchase or lease our vehicles and demand for our vehicles could be negatively impacted, which could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.
Further, in January 2025, the United States Department of Energy (“ DOE ”) agreed to arrange a multi-draw term loan facility to be provided by the Federal Financing Bank (“ FFB ”) to a Rivian subsidiary under DOE ’s Advanced Technology Vehicles Manufacturing Program (the “ DOE Loan ”).
In January 2025, the United States Department of Energy (“ DOE ”) agreed to arrange a multi-draw term loan facility to be provided by the Federal Financing Bank to a Rivian subsidiary under DOE ’s Advanced Technology Vehicles Manufacturing Program (the “ DOE Loan ”).
In the ordinary course of our business, we currently have, and may in the future have, legal disputes with our vendors and suppliers, including litigation to enforce such vendor and supplier agreements, which would adversely affect our ability to obtain services and components from such vendors and suppliers.
In the ordinary course of our business, we currently have, and may in the future have, legal disputes with our vendors and suppliers, including litigation to enforce such vendor and supplier agreements, which would adversely affect our ability to obtain services, raw materials and components from such vendors and suppliers.
In connection with the Joint Venture , the Volkswagen Group has also committed to providing a $1.0 billion term loan facility to the Joint Venture, available in October 2026, the proceeds of which would be concurrently loaned by the Joint Venture to Rivian JV SPV, LLC, a wholly-owned subsidiary of the Company and the owner of 50% of the equity interests of the Joint Venture (the “Joint Venture Equityholder”), and then distributed to the Company by the Joint Venture Equityholder to be used for general corporate purposes.
In connection with the Joint Venture , Volkswagen Group has also committed to providing a $1.0 billion term loan facility to the Joint Venture , available in October 2026, the proceeds of which would be concurrently loaned by the Joint Venture to Rivian JV SPV, LLC , a wholly-owned subsidiary of the Company and the owner of 50% of the equity interests of the Joint Venture (the “ Joint Venture Equityholder ”), and then distributed to the Company by the Joint Venture Equityholder to be used for general corporate purposes.
Any significant changes to applicable laws, regulations, or industry practices regarding the use, transfer, or disclosure of Personal Information or regarding the manner in which the express or implied consent of individuals for the use and disclosure of such data is obtained – or in how these applicable laws, regulations, or industry practices are interpreted and enforced by state, federal, and international privacy regulators – could require us to modify our services and features, possibly in a material and costly manner, may subject us to legal claims, 39 RIVIAN AUTOMOTIVE, INC. regulatory enforcement actions and fines, and may limit our ability to develop new services and features that make use of the data that individuals share with us.
Any significant changes to applicable laws, regulations or industry practices regarding the use, transfer, or disclosure of Personal Information, or regarding the manner in which the express or implied consent of individuals for the use and disclosure of such data is obtained – or in how these applicable laws, regulations or industry practices are interpreted and enforced by state, federal, and international privacy regulators – could require us to modify our services and features, possibly in a material and costly manner, may subject us to legal claims, regulatory enforcement actions and fines, and may limit our ability to develop new services and features that make use of the data that individuals share with us.
At the same time, there exists some, and there may be further, softening of ESG support among some stakeholders and government institutions and we could be criticized by some for the scope or nature of our ESG initiatives or goals or for any revisions to these initiatives or goals.
At the same time, there exists some, and there may be further, softening of ESG support among some stakeholders and government institutions and we could be criticized by some for the scope or nature of our ESG initiatives or commitments or for any revisions to these initiatives or commitments.
Sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline.
Sales of a substantial number of shares of our Class A common stock or sales of securities convertible into shares of our Class A common stock into the public market, and particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline.
Coverage for a risk may not be certain and subject to insurers reservation of rights based on notable terms, conditions, and/or exclusions. For example, we have sought insurance coverage in connection with litigation or other legal proceedings.
Coverage for a risk may not be certain and subject to insurers’ reservation of rights based on notable terms, conditions, and/or exclusions. For example, we have sought insurance coverage in connection with litigation or other legal proceedings.
Also, negative public perceptions regarding the suitability of lithium-ion cells for automotive applications, the social and environmental impacts of mineral mining or procurement associated with the constituents of lithium-ion cells, or any future incident involving lithium-ion cells, such as a vehicle or other fire, could materially and adversely affect our reputation and business, prospects, financial condition, results of operations, and cash flows.
Also, negative public perceptions regarding the suitability of lithium-ion cells for automotive applications, the social and environmental impacts of mineral mining or procurement associated with the constituents of lithium-ion cells, or any future incident involving lithium-ion cells, such as a 26 RIVIAN AUTOMOTIVE, INC. vehicle or other fire, could materially and adversely affect our reputation and business, prospects, financial condition, results of operations, and cash flows.
Lower than expected resale values could negatively impact our projected residual values, which would make our leasing program less attractive to customers. Declining residual values would also subject us to negative financial impacts from risk sharing arrangements in our leasing program.
Lower than expected market values could negatively impact our projected residual values, which would make our leasing program less attractive to customers. Declining residual values would also subject us to negative financial impacts from risk sharing arrangements in our leasing program.
If our marketing campaigns are not effective in generating demand or if we do not maintain a strong brand, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely impacted.
If our marketing efforts are not effective in generating demand or if we do not maintain a strong brand, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely impacted.
We may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans, and other incentives, including regulatory credits, for which we apply or on which we rely. As a result, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.
We may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives, including regulatory credits, for which we apply or are approved for. As a result, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.
These provisions include: • a dual class structure; • a classified board of directors with three-year staggered terms, who can only be removed for cause, which may delay the ability of stockholders to change the membership of a majority of our board of directors; 51 RIVIAN AUTOMOTIVE, INC. • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the exclusive right of our board of directors to set the size of the board of directors and to elect a director to fill a vacancy, however occurring, including by an expansion of the board of directors, which prevents stockholders from being able to fill vacancies on our board of directors; • the ability of our board of directors to authorize the issuance of shares of preferred stock and to determine the price and other terms of those shares, including voting or other rights or preferences, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • the ability of our board of directors to alter our amended and restated bylaws without obtaining stockholder approval; • in addition to our board of director’s ability to adopt, amend, or repeal our amended and restated bylaws, our stockholders may adopt, amend, or repeal our amended and restated bylaws only with the affirmative vote of the holders of at least 66 2/3% of the voting power of all our then outstanding shares of capital stock; • the required approval of (i) at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend, or repeal certain provisions of our amended and restated certificate of incorporation and (ii) for so long as any shares of Class B common stock are outstanding, the holders of at least 80% of the shares of Class B common stock outstanding at the time of such vote, voting as a separate series, to adopt, amend, or repeal certain provisions of our amended and restated certificate of incorporation; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders; • the requirement that a special meeting of stockholders may be called only by an officer of the Company pursuant to a resolution adopted by a majority of our board of directors then in office or the chairperson of our board of directors; and • advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.
These provisions include: • a dual class structure (which will terminate in November 2026 on the five-year anniversary of the closing of our IPO); • a classified board of directors with three-year staggered terms, who can only be removed for cause, which may delay the ability of stockholders to change the membership of a majority of our board of directors; • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the exclusive right of our board of directors to set the size of the board of directors and to elect a director to fill a vacancy, however occurring, including by an expansion of the board of directors, which prevents stockholders from being able to fill vacancies on our board of directors; • the ability of our board of directors to authorize the issuance of shares of preferred stock and to determine the price and other terms of those shares, including voting or other rights or preferences, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • the ability of our board of directors to alter our amended and restated bylaws without obtaining stockholder approval; • in addition to our board of directors’ ability to adopt, amend, or repeal our amended and restated bylaws, our stockholders may adopt, amend, or repeal our amended and restated bylaws only with the affirmative vote of the holders of at least 66 2/3% of the voting power of all our then outstanding shares of capital stock; • the required approval of (i) at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend, or repeal certain provisions of our restated certificate of incorporation and (ii) for so long as any shares of Class B common stock are 48 RIVIAN AUTOMOTIVE, INC. outstanding, the holders of at least 80% of the shares of Class B common stock outstanding at the time of such vote, voting as a separate series, to adopt, amend, or repeal certain provisions of our restated certificate of incorporation; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders; • the requirement that a special meeting of stockholders may be called only by an officer of the Company pursuant to a resolution adopted by a majority of our board of directors then in office or the chairperson of our board of directors; and • advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.
Our ability to become profitable in the future will depend on the continued successful development, commercial production, and adoption of our vehicles, software and services, our ability to gr ow and maintain strong demand and to align production with such demand, our ability to maintain, and over time improve, the average selling prices for our vehicles, software and services, and our capability to source materials cost-effectively and manufacture our vehicle portfolio efficiently.
Our ability to become profitable in the future will depend on the continued successful development, commercial production and adoption of our vehicles, software and services, our ability to grow and maintain strong demand and to align production with such demand, our ability to maintain, and over time improve, the average selling prices for our vehicles, software and services, and our capability to source materials cost-effectively and manufacture our vehicle portfolio efficiently.
As a key component of our vehicle products, our business depends on the continued supply of battery cells for our vehicles and the inability or unwillingness of battery cell manufacturers to build or operate battery cell manufacturing plants to supply the numbers of battery cells (including the applicable chemistries) required to support the growth of the electric or plug-in hybrid vehicle industry as demand for such cells increases would impact our projected manufacturing and delivery timelines, and adversely affect our business, prospects, financial condition, results of operations, or cash flows. 21 RIVIAN AUTOMOTIVE, INC.
As a key component of our vehicle products, our business depends on the continued supply of battery cells for our vehicles and the inability or unwillingness of battery cell manufacturers to build or operate battery cell manufacturing plants to supply the numbers of battery cells (including the applicable chemistries) required to support the growth of the electric or plug-in hybrid vehicle industry as demand for such cells increases would impact our projected manufacturing and delivery timelines, and adversely affect our business, prospects, financial condition, results of operations, or cash flows.
Further, the Volkswagen Group may have investments in or otherwise hold securities of businesses that compete directly or indirectly with us, or may in the future, which could become a conflict of interest or create the appearance thereof.
In addition, Volkswagen Group may have investments in or otherwise hold securities of businesses that compete directly or indirectly with us, or may in the future, which could become a conflict of interest or create the appearance thereof.
We have limited experience in the actual provision of our charging solutions to customers and providing these services is subject to challenges, which include: 27 RIVIAN AUTOMOTIVE, INC. • charging station performance and reliability issues; • the logistics, including any delays or disruptions, of rolling out and supporting our Rivian Adventure Network and teams in appropriate areas; • successful integration with existing third-party charging networks; • inadequate capacity or over capacity in certain areas; • security risks or risk of damage to vehicles, charging equipment or real or personal property; • access to sufficient charging infrastructure; • obtaining any required permits, land use rights, and filings; • the potential for lack of customer acceptance of our charging solutions; and • the risk that government support for EV and alternative fuel solutions and infrastructure may not continue.
We have limited experience in the actual provision of our charging solutions, including third-party charging networks, to customers and providing these services is subject to challenges, which include: • charging station performance, reliability, safety and security issues; • the logistics, including any delays or disruptions, of rolling out and supporting our Rivian Adventure Network and teams in appropriate areas; • successful integration with, and continued access to, third-party charging networks; • inadequate capacity or over capacity in certain areas, security risks or risk of damage to vehicles, charging equipment or real or personal property; • access to sufficient charging infrastructure; • obtaining any required permits, land use rights, and filings; • the potential for lack of customer acceptance of our charging solutions; and • the risk that government support for EV and alternative fuel solutions and infrastructure may not continue.
Our ability to achieve or maintain profitability will depend on our ability to fund and successfully design, manufacture, introduce, and market new vehicle models, software and services that attract a sufficient number of customers.
Our ability to achieve or maintain profitability will depend on our ability to fund and successfully design, manufacture, introduce, and market new vehicle models, products and services that attract a sufficient number of customers.
If we overestimate our requirements, we or our suppliers may have excess inventory, which would indirectly increase our costs. If we underestimate our requirements, we or our suppliers may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues.
If we overestimate our requirements, we or our suppliers may have excess inventory, which would indirectly increase our costs. If we underestimate our requirements, we or our suppliers may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in deliveries and revenues.
In addition, decisions by regulators permitting us to sell vehicles may be challenged by dealer associations and others as to whether such decisions comply with applicable state motor vehicle industry laws.
In addition, decisions by regulators permitting us to sell or lease vehicles may be challenged by dealer associations and others as to whether such decisions comply with applicable state motor vehicle industry laws.
However, in recent years use of these technologies has come under increased regulatory scrutiny.
However, in recent years use of these AI Technologies has come under increased regulatory scrutiny.
In addition, the transportation and effective storage of lithium-ion batteries is also tightly regulated by the United States Department of Transportation and other regulatory bodies, and any failure to comply with such regulation could result in fines, loss of permits and licenses, or other regulatory consequences, 28 RIVIAN AUTOMOTIVE, INC. which could limit our ability to manufacture and deliver our vehicles and negatively affect our business, prospects, financial condition, results of operations, and cash flows.
In addition, the transportation and effective storage of lithium-ion batteries is also tightly regulated by the United States Department of Transportation and other regulatory bodies, and any failure to comply with such regulation could result in fines, loss of permits and licenses or other regulatory consequences, which could limit our ability to manufacture and deliver our vehicles and negatively affect our business, prospects, financial condition, results of operations, and cash flows.
In addition, the existence of our commercial relationship with Amazon, coupled with its significant holdings of our securities, and the fact that sales of RCVs to certain last-mile delivery customers and certain customers in the retail industry require Amazon’s consent, may deter Amazon’s competitors or other third parties from contracting with us.
In addition, the existence of our commercial relationship with Amazon, coupled with its significant holdings of our securities, and the fact that sales of Rivian Commercial Vans to certain last-mile delivery customers and certain customers in the retail industry require Amazon’s consent, may deter Amazon’s competitors or other third parties from contracting with us.
In either case, and in other cases, our obligations under the 2029 Green Convertible Notes and the 2030 Green Convertible Notes and the governing indentures could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our common stock may view as favorable.
In either case, and in other cases, our obligations under the Convertible Notes and the governing indentures could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our common stock may view as favorable.
A significant portion of our revenues has been from Amazon Logistics, Inc. (“Logistics”).
A significant portion of our automotive revenues has been from Amazon Logistics, Inc. (“Logistics”).
Further, laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or may become applicable to our business, such as the EU ePrivacy Directive, the UK Privacy and Electronic Communications Regulations, the Federal Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, the Telephone Consumer Protection Act (the “TCPA”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), and similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act.
Further, laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or may become applicable to our business, such as the EU ePrivacy Directive, the UK Privacy and Electronic Communications Regulations, the Federal Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, the Telephone Consumer Protection Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, and similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act.
For example, we have experienced several fires at our Normal Factory. While these events were quickly contained and resulted in minimal damage and production delay, we cannot guarantee that similar events will not occur in the future, or that we will be able to contain such events without damage or delay.
For example, we have experienced several fires at our facilities. While these events were quickly contained and resulted in minimal damage and production delay, we cannot guarantee that similar events will not occur in the future, or that we will be able to contain such events without damage or delay.
Our operations, IT systems, products and vehicles rely on software and hardware that is highly technical, and from time to time can contain errors, bugs, vulnerabilities, or design defects. If we are unsuccessful in addressing or mitigating technical limitations in our operations, IT systems, products and vehicles, our business could be adversely affected.
Our operations, IT systems, products and services rely on software and hardware that is highly technical, and from time to time can contain errors, bugs, vulnerabilities, or design defects. If we are unsuccessful in identifying, addressing or mitigating technical limitations in our operations, IT systems, products and services, our business could be adversely affected.
We cannot be certain that our insurance coverage will be sufficient to cover potential costs and liabilities arising from operational risks or at reasonable rates. A loss that is uninsured or exceeds policy limits may require us to pay substantial amounts, which could adversely affect our business, prospects, financial condition, results of operations, and cash flows.
We cannot be certain that our insurance 25 RIVIAN AUTOMOTIVE, INC. coverage will be sufficient to cover potential costs and liabilities arising from operational risks or at reasonable rates. A loss that is uninsured or exceeds policy limits may require us to pay substantial amounts, which could adversely affect our business, prospects, financial condition, results of operations, and cash flows.
Any prolonged disruption of operations at our facilities or our vendors’ or suppliers’ facilities, whether due to technical, information systems, communication networks, strikes, accidents, weather conditions, or other natural disasters, including due to climate change, a health epidemic, pandemic or similar outbreak, whether short- or long-term, would materially and adversely affect our business, prospects, financial condition, results of operations, or cash flows. 53 RIVIAN AUTOMOTIVE, INC.
Any prolonged disruption of operations at our facilities or our vendors’ or suppliers’ facilities, whether due to technical, information systems, communication networks, strikes, accidents, weather conditions or other natural disasters, including due to climate change, a health epidemic, pandemic or similar outbreak, whether short- or long-term, would materially and adversely affect our business, prospects, financial condition, results of operations, or cash flows.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity team supervises efforts to identify, prevent, detect, mitigate, and remediate cybersecurity risks and incidents through our cybersecurity risk management program, whose key elements include: 55 RIVIAN AUTOMOTIVE, INC. • Cybersecurity risk assessments for identification of material cybersecurity risks to our critical systems, information, products, services, and our enterprise technology environment; • A security team principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our response to cybersecurity incidents; • Training and awareness programs for our personnel and senior management to drive adoption and awareness of cybersecurity processes and controls; • A cybersecurity monitoring program responsible for tools that produce alerts and reports of suspicious activity for the prevention of and response to cybersecurity incidents; • A cybersecurity threat intelligence program which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources; • A Cybersecurity Incident Response Plan (“CSIRP”) that includes procedures for the detection, mitigation, and remediation of cybersecurity incidents with regular tabletop exercises to evaluate and improve our CSIRP; • Internal testing and assessments, where appropriate, of our cybersecurity controls and processes; • Management of external consultants and services engaged by us, where appropriate, to assess, test, or otherwise assist with aspects of our cybersecurity risk management processes; and • A third-party risk management process for evaluating cybersecurity threats associated with our use of service providers, suppliers, and vendors.
Biggest changeOur cybersecurity team supervises efforts to identify, prevent, detect, mitigate, and remediate cybersecurity risks and incidents through our cybersecurity risk management program, whose key elements include: • Cybersecurity risk assessments for identification of material cybersecurity risks to our critical systems, information, products, services, and our enterprise technology environment; • A security team principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our response to cybersecurity incidents; • Training and awareness programs for our personnel and senior management to drive adoption and awareness of cybersecurity processes and controls; • A cybersecurity monitoring program responsible for tools that produce alerts and reports of suspicious activity for the prevention of and response to cybersecurity incidents; 52 RIVIAN AUTOMOTIVE, INC. • A cybersecurity threat intelligence program which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources; • A Cybersecurity Incident Response Plan (“CSIRP”) that includes procedures for the detection, mitigation, and remediation of cybersecurity incidents with regular tabletop exercises to evaluate and improve our CSIRP; • Internal testing and assessments, where appropriate, of our cybersecurity controls and processes; • Management of external consultants and services engaged by us, where appropriate, to assess, test, or otherwise assist with aspects of our cybersecurity risk management processes; and • A third-party risk management process for evaluating cybersecurity threats associated with our use of service providers, suppliers, and vendors.
Our audit committee of the board of directors is responsible for oversight of cybersecurity risks. The audit committee is informed on the activities of the cybersecurity risk program, and cybersecurity risks and threats, through periodic, and as necessary, updates presented by the CISO or delegates.
Our audit committee of the board of directors is responsible for oversight of cybersecurity risks. The audit committee is informed about the activities of the cybersecurity risk program and cybersecurity risks and threats through periodic, and as necessary, updates presented by the CISO or delegates.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe own an approximately 4.7 million square foot manufacturing facility in Normal, Illinois (the “Normal Factory”) with the capacity to produce up to 150,000 vehicles annually. Our footprint also includes leased and owned property for service centers, Rivian Adventure Network, and spaces.
Biggest changeWe own an approximately 7.5 million square foot manufacturing facility in Normal, Illinois (the “Normal Factory”) with the capacity to produce up to 215,000 vehicles annually. Our footprint also includes leased and owned property for service, delivery, sales, and the Rivian Adventure Network.
Item 2. Properties Rivian is based in Southern California. Our principal facilities include leased and owned properties in the United States, Canada, and Europe that are used for engineering, research and development, design, customer engagement, sales, service, and administrative activities.
Item 2. Properties Rivian’s Headquarters are in Southern California. Our principal facilities include leased and owned properties in the United States, Canada, and Europe that are used for engineering, research and development, design, customer engagement, sales, service, and administrative activities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOn January 30, 2025 this suit was dismissed without prejudice. • Between February 13 and March 29, 2024, three alleged stockholders filed derivative lawsuits, purportedly on behalf of Rivian Automotive, Inc., against certain members of our board of directors, certain current and former Company executives and Rivian Automotive, Inc. (as a nominal defendant) in the Delaware Court of Chancery.
Biggest changeThe Court issued its Order granting preliminary approval of the proposed settlement on December 18, 2025. • Between February 13 and March 29, 2024, three alleged stockholders filed derivative lawsuits, purportedly on behalf of Rivian Automotive, Inc., against certain members of our board of directors, certain current and former Company executives and Rivian Automotive, Inc.
By Order dated February 16, 2023 the Rivian defendants and the underwriter defendants’ motions to dismiss were granted with leave to amend. An Amended Complaint was filed on March 2, 2023, and on March 16, 2023 the defendants filed Motions to Dismiss, which were denied by Order dated July 3, 2023.
By Order dated February 16, 2023 the Rivian defendants and the underwriter defendants’ motions to dismiss were granted with leave to amend. An Amended Complaint was filed on March 2, 2023. On March 16, 2023 the defendants filed Motions to Dismiss, which were denied by Order dated July 3, 2023.
On July 22, 2022 the lead plaintiff filed an amended consolidated complaint alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Exchange Act and seeking damages, equitable relief and attorneys’ fees and costs.
On July 22, 2022 the lead plaintiff filed an amended consolidated complaint alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act and seeking damages, equitable relief and attorneys’ fees and costs.
For additional information about the legal proceedings we may be subject to and risks to our business relating to litigation, see Part I, Item 1A. “Risk Factors” and Note 16 “Commitments and Contingencies” to our consolidated financial statements included in this Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 58 RIVIAN AUTOMOTIVE, INC. PART II
For additional information about the legal proceedings we may be subject to and risks to our business relating to litigation, see Part I, Item 1A. “Risk Factors” and Note 16 “Commitments and Contingencies” to our consolidated financial statements included in this Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 54 RIVIAN AUTOMOTIVE, INC. PART II
The three suits were consolidated under the caption Crews v. Rivian Automotive, Inc., et al, 22-cv-01524-RGK-E (C.D. Cal.).
The three suits were consolidated under the caption Crews v. Rivian Automotive, Inc., et al, 22-cv-01524-JLS-E (C.D. Cal.).
These lawsuits alleged claims for purported breach of fiduciary duties and sought unspecified monetary and injunctive relief, corporate governance changes, and attorneys’ fees. By Order dated July 1, 2024, the three suits were consolidated under the caption In re Rivian Automotive, Inc. Stockholder Litigation, Consolidated Case No. 2024-0127-MTZ. On August 19, 2024, Plaintiffs filed a Verified Consolidated Stockholder Derivative Complaint.
(as a nominal defendant) in the Delaware Court of Chancery. These lawsuits alleged claims for purported breach of fiduciary duties and sought unspecified monetary and injunctive relief, corporate governance changes, and attorneys’ fees. By Order dated July 1, 2024, the three suits were consolidated under the caption In re Rivian Automotive, Inc. Stockholder Litigation, Consolidated Case No. 2024-0127-MTZ.
This suit was dismissed with prejudice on December 13, 2024. • Between March 7, 2022 and April 19, 2022, three alleged stockholders filed lawsuits against Rivian Automotive, Inc., certain of our officers and directors, and Rivian’s IPO underwriters on behalf of a putative class of purchasers of Rivian common stock in our IPO.
These matters also include the following: • Between March 7, 2022 and April 19, 2022, three alleged stockholders (the “Plaintiffs”) filed lawsuits against Rivian Automotive, Inc., certain of our officers and directors, and Rivian’s IPO underwriters on behalf of a putative class of purchasers of Rivian common stock in our IPO.
Lead Plaintiffs' Amended Complaint, filed December 11, 2024, alleges violations of Sections 10(b) and 20(a) of the Exchange Act and seeks damages, interest, attorneys’ fees and costs. On January 7, 2025 the defendants filed a Motion to Dismiss. We believe the alleged stockholder’s claims are meritless and intend to vigorously defend against this lawsuit.
Lead Plaintiffs' Amended Complaint, filed December 11, 2024, alleges violations of Sections 10(b) and 20(a) of the Exchange Act and seeks damages, interest, attorneys’ fees and costs. On January 7, 2025 the defendants filed a Motion to Dismiss, which was denied by Order dated August 20, 2025.
By Order dated October 4, 2024 the action is stayed through February 28, 2025. 57 RIVIAN AUTOMOTIVE, INC. • On May 31, 2024 an alleged stockholder filed a lawsuit in US District Court, Central District of California (Case No. 2:24-cv-04566) against Rivian Automotive, Inc. and certain Company executives on behalf of a putative class of purchasers of Rivian common stock.
These lawsuits allege claims for purported breach of fiduciary duties and seek unspecified monetary and injunctive relief, corporate governance changes, and attorneys’ fees. • On May 31, 2024 an alleged stockholder filed a lawsuit in US District Court, Central District of California (Case No. 2:24-cv-04566) against Rivian Automotive, Inc. and certain Company executives on behalf of a putative class of purchasers of Rivian common stock.
Removed
These matters also include the following: 56 RIVIAN AUTOMOTIVE, INC. • On July 17, 2020, Tesla, Inc. (“Tesla”) filed suit against Rivian Automotive, Inc., Rivian Automotive, LLC and a number of former Tesla/current Rivian group employees in California Superior Court, Santa Clara County.
Added
We believe the alleged stockholders’ claims are 53 RIVIAN AUTOMOTIVE, INC. meritless. On October 23, 2025 the parties signed a Stipulation of Settlement and plaintiffs filed a Motion for Preliminary Approval of the settlement.
Removed
The claims in the operative pleading, the Fourth Amended Complaint (“4AC”) filed on September 28, 2021, were claims for trade secret misappropriation against Rivian and various individual defendants and breach of contract against the individual defendants (but not against Rivian).
Added
On August 19, 2024, Plaintiffs filed a Verified Consolidated Stockholder Derivative Complaint. By Order dated August 6, 2025 the action is stayed through February 27, 2026.
Removed
Tesla alleged that the individual defendants took confidential and trade secret documents and information at Rivian’s direction when they left Tesla’s employ to join Rivian, including recruitment and personnel information, sales data, service data, manufacturing information, new market expansion information, and documents and code relating to battery technology.
Added
Between December 9 and December 21, 2025, three additional alleged stockholders filed derivative lawsuits, purportedly on behalf of Rivian Automotive, Inc., against certain members of our board of directors, certain current and former Company executives and Rivian Automotive, Inc.
Removed
Tesla also alleged that by doing so, the individual defendants breached their non-disclosure and other agreements with Tesla. The 4AC sought damages, injunctive relief and attorneys’ fees, among other things.
Added
(as a nominal defendant) in the Delaware Court of Chancery (Case No. 2025-1424-MTZ) and the US District Court, Central District of California (Case Nos. 8:25-cv-2819 and 8:25-cv-2820).
Removed
We believe the alleged stockholders’ claims are meritless and intend to vigorously defend against this lawsuit. A similar lawsuit styled Smith, et al. v. Rivian Automotive, Inc., et al., 30-2023-01310105-CU-SL-CXC, was filed by two alleged stockholders in California Superior Court, Orange County on February 28, 2023.
Added
We believe the alleged stockholder’s claims are meritless and intend to vigorously defend against this lawsuit. • On January 8, 2026, an alleged stockholder filed a derivative lawsuit, purportedly on behalf of Rivian Automotive, Inc., against certain members of our board of directors, certain current and former Company executives and Rivian Automotive, Inc.
Removed
The Complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 and seeks damages, declaratory judgment and attorneys’ fees and costs. Defendants filed a Motion to Dismiss the Complaint on April 6, 2023, which was granted by Order dated June 30, 2023.
Added
(as a nominal defendant) in the Delaware Court of Chancery (Case No. 2026-0029-MTZ). The lawsuit alleges claims for purported breach of fiduciary duties and seeks unspecified monetary and injunctive relief, corporate governance changes, and attorneys’ fees.
Removed
Plaintiffs filed a Notice of Appeal on September 1, 2023. • On January 27, 2023, six individuals filed a Complaint in Morgan County (Georgia) Superior Court against Morgan County, Georgia. The lawsuit seeks declaratory and injunctive relief related to the property where Rivian New Horizon’s planned manufacturing plant is to be located.
Removed
More specifically, it seeks a declaratory judgment that the property, and Rivian New Horizon’s proposed project thereon, is subject to local and state zoning laws and an injunction compelling Morgan County to enforce the zoning laws.
Removed
On August 2, 2023, the court granted the motion to intervene in this suit filed by the State of Georgia and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County. On January 2, 2024, the court granted defendants’ motions to dismiss, and on January 30, 2024 Plaintiffs filed a Notice of Appeal.
Removed
By Order dated September 30, 2024, the Georgia Court of Appeals affirmed the Morgan County Superior Court’s Order of dismissal. On October 21, 2024 Plaintiffs-Appellants filed a Petition for Writ of Certiorari to the Supreme Court of Georgia, which was denied by Order dated January 14, 2025, thus concluding this matter.
Removed
On January 31, 2023, the same plaintiffs filed a Complaint in Fulton County (Georgia) Superior Court against the State of Georgia. The lawsuit seeks declaratory and injunctive relief related to the property where Rivian New Horizon’s planned manufacturing plant is to be located.
Removed
More specifically, it seeks a declaratory judgment that the property, and Rivian New Horizon’s proposed project thereon, is subject to local and state zoning laws and an injunction (1) compelling the State to enforce the zoning laws, and (2) enjoining the State (and its groups/agencies) from taking further action on this project until the zoning laws are complied with.
Removed
The State of Georgia has moved to dismiss or transfer this suit. By Order dated April 4, 2024, the Court granted the parties’ Joint Motion to Stay Proceedings.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+2 added−1 removed5 unchanged
Biggest changeBase Period Fiscal Quarters Nov 10 Q4 Q2 Q4 Q2 Q4 Q2 Q4 2021 2021 2022 2022 2023 2023 2024 2024 Rivian $ 100 $ 103 $ 26 $ 18 $ 17 $ 23 $ 13 $ 13 NASDAQ Composite $ 100 $ 100 $ 71 $ 68 $ 88 $ 96 $ 114 $ 124 NASDAQ OMX Global Automobile $ 100 $ 94 $ 74 $ 65 $ 83 $ 83 $ 84 $ 90 Item 6. [ Reserved ] 60 RIVIAN AUTOMOTIVE, INC.
Biggest changeBase Period Fiscal Quarters Nov 10 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 2021 2021 2022 2022 2023 2023 2024 2024 2025 2025 Rivian $ 100 $ 103 $ 26 $ 18 $ 17 $ 23 $ 13 $ 13 $ 14 $ 20 NASDAQ Composite $ 100 $ 100 $ 71 $ 68 $ 88 $ 96 $ 114 $ 124 $ 130 $ 149 MSCI ACWI Automobiles and Components 1 $ 100 $ 97 $ 68 $ 53 $ 78 $ 77 $ 72 $ 95 $ 85 $ 108 1 In prior years, we utilized the Nasdaq OMX Global Automotive Index as our industry benchmark.
Stock Performance Graph The following stock performance graph shall not be deemed soliciting material or to be filed with the SEC for purposes of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933 (“ Securities Act”).
Stock Performance Graph The following stock performance graph shall not be deemed soliciting material or to be filed with the SEC for purposes of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended (“Securities Act”).
It assumes an initial investment of $100 at the market close on November 10, 2021, which is the first day our Class A common stock began trading. The following table summarizes stock performance graph data points in dollars.
The graph 55 RIVIAN AUTOMOTIVE, INC. below assumes an initial investment of $100 at the market close on November 10, 2021, which is the first day our Class A common stock began trading. The following table summarizes stock performance graph data points in dollars.
Covenants in the ABL Facility and the indentures governing the 2026 Notes are material restrictions on the ability of certain of our subsidiaries to pay dividends to us, and we may enter into credit agreements or other borrowing arrangements in the future that restrict our ability to declare or pay cash dividends or make distributions in the future.
Covenants in the ABL Facility and the indenture governing the 2031 Green Secured Notes are material restrictions on the ability of certain of our subsidiaries to pay dividends to Rivian Automotive, Inc., and we may enter into credit agreements or other borrowing arrangements in the future that restrict our ability to declare or pay cash dividends or make distributions in the future.
All shares sold were registered pursuant to a registration statement on Form S-1 (File No. 333-259992), as amended, which was declared effective by the SEC on November 9, 2021. The net proceeds from our IPO have been invested in investment grade instruments.
All shares sold were registered pursuant to a registration statement on Form S-1 (File No. 333-259992), as amended, which was declared effective by the SEC on November 9, 2021. There was no material change in the use of proceeds from our IPO as described in our final prospectus.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Rivian Automotive, Inc. (together with its consolidated subsidiaries, “Rivian” or the “Company”), Class A common stock has been traded on the Nasdaq Global Select Market under the symbol “RIVN” since November 10, 2021.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Rivian Automotive, Inc. Class A common stock has been traded on the Nasdaq Global Select Market under the symbol “RIVN” since November 10, 2021. Prior to that date, there was no public trading market for our Class A common stock.
Prior to that date, there was no public trading market for our Class A common stock. Our Class B common stock is not listed or traded on any stock exchange. Holders As of February 14, 2025, there were approximately 108 shareholders of record of our Class A common stock and one shareholder of record of our Class B common stock.
Our Class B common stock is not listed or traded on any stock exchange. Holders As of January 29, 2026, there were approximately 119 shareholders of record of our Class A common stock and one shareholder of record of our Class B common stock.
The graph below compares the cumulative monthly stockholder return on our Class A common stock with the cumulative monthly total return on the Nasdaq Composite Index and the Nasdaq OMX Global Automobile, none of which pay dividends. 59 RIVIAN AUTOMOTIVE, INC.
The graph below compares the cumulative monthly stockholder return on our Class A common stock with the cumulative monthly total return on the Nasdaq Composite Index and the MSCI ACWI Automobiles and Components Index.
Removed
There has been no material change in the use of proceeds from our IPO as described in our final prospectus.
Added
As of December 31, 2025, we have used all of the net proceeds from our IPO.
Added
As this index was discontinued in January 2025, we have selected MSCI ACWI Automobiles and Components as a comparable replacement index. Item 6. [ Reserved ] 56 RIVIAN AUTOMOTIVE, INC.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

91 edited+36 added−43 removed35 unchanged
Biggest changeSG&A expenses increased year-over-year primarily due to an $81 million increase in payroll and related expenses predominantly from an increase in personnel at service centers and spaces, a $55 million increase in sales and marketing expenses to support go-to-market operations, and a $46 million increase in utilities and facilities expenses primarily resulting from an increase in rent and repair and maintenance expense for additional Rivian Adventure Network Direct Current fast chargers (“Rivian Adventure Network”) sites and service centers, partially offset by a $58 million decrease in stock-based compensation expense primarily resulting from a decrease in the total amount of accrued stock-based bonus incentives.
Biggest changeSG&A expenses increased as a result of expanding our go-to-market operations and footprint, including higher payroll and related expenses primarily driven by increased headcount, stock-based compensation expenses primarily attributable to an increase in the total amount of accrued stock-based bonus incentives, and facilities expenses.
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.
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 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.
We believe our culture has been a key contributor to positive response from our customers, and our mission promotes a sense of greater purpose and fulfillment in our employees. We have invested in building a strong culture and believe it is one of our most important and sustainable sources of competitive advantage.
We believe our culture has been a key contributor to the positive response from our customers, and our mission promotes a sense of greater purpose and fulfillment in our employees. We have invested in building a strong culture and believe it is one of our most important and sustainable sources of competitive advantage.
(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 $3.4 billion (the “Note A Loan”) and the second tranche aggregate principal amount of up to approximately $2.6 billion (the “Note B Loan”, and together with the Note A Loan, the “DOE Loan”), to be provided by the Federal Financing Bank (“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 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 $3.4 billion (the “Note A Loan”) and the second tranche aggregate principal amount of up to approximately $2.6 billion (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 (“ATVM Program”).
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”).
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”).
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”).
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”).
Recent Accounting Pronouncements See Note 3 "New Accounting Standards" to our consolidated financial statements included in this Form 10-K for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted. 73
Recent Accounting Pronouncements See Note 3 "New Accounting Standards" to our consolidated financial statements included in this Form 10-K for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.
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.
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.
Achieving cost reductions requires, among other things, a timely launch and associated ramp of R2 and scaling our vehicle production volumes, timely introduction of new components and technologies into production, negotiation of unit price reductions with suppliers, management of our labor and logistics costs, and pursuing opportunities to drive down warranty cost through quality.
Achieving cost reductions requires, among other things, a timely launch and associated ramp of R2 and scaling our vehicle production volumes, timely introduction of new components and technologies into production, negotiation of unit price reductions with suppliers, management of our labor and logistics costs, and pursuing opportunities to drive down warranty costs.
As of December 31, 2023 and 2024, our non-cancellable commitments are disclosed in Note 7 "Inventory" , Note 9 "Leases" , Note 10 “Debt” , and Note 16 "Commitments and Contingencies" to our consolidated financial statements included in this Form 10-K.
As of December 31, 2024 and 2025, our non-cancellable commitments are disclosed in Note 7 "Inventory" , Note 9 "Leases" , Note 10 “Debt” , and Note 16 "Commitments and Contingencies" to our consolidated financial statements included in this Form 10-K.
We expect to receive an additional $3.5 billion from Volkswagen Group, comprised of (i) $2.5 billion in equity investments (which may be effected in part with a convertible debt instrument), of which $0.5 billion is recognized as revenue for 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 and (ii) $1.0 billion in the form of a loan to be made available through the Joint Venture as described below; subject to certain conditions, including the achievement of certain milestones and obtaining relevant regulatory clearances.
We expect to receive up to an additional $2.5 billion from Volkswagen Group, comprised of (i) $1.5 billion in equity investments (which may be effected in part with a convertible debt instrument), of which $0.2 billion is recognized as revenue for 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 and (ii) $1.0 billion in the form of a loan to be made available through the Joint Venture as described below; in each case, subject to certain conditions, including the achievement of certain milestones and obtaining relevant regulatory clearances.
We also anticipate continuing to make significant investments in future growth initiatives, including vehicle and other technology and software, tooling for current vehicle platforms, future vehicle manufacturing lines, and our service and retail network.
We also anticipate continuing to make significant investments in future growth initiatives, including vehicle, autonomy-related, and other technology and software, tooling for current vehicle platforms, future vehicle manufacturing lines, and our service and retail network.
We believe our existing balance of cash and cash equivalents and short-term investments, in addition to amounts available for borrowing under the ABL Facility, will be sufficient to meet our operating expenses, working capital, and capital expenditure needs for at least the next 12 months.
We believe our existing balance of cash and cash equivalents and short-term investments, in addition to amounts available for borrowing under the ABL Facility and Joint Venture Term Loan Facility, will be sufficient to meet our operating expenses, working capital, and capital expenditure needs for at least the next 12 months.
“Risk Factors,” that we must successfully address to achieve growth, improve our results of operations, and generate profits. • Ability to Develop and Launch New Offerings. We believe the Rivian brand is becoming established in the most attractive consumer and commercial vehicle market segments.
“Risk Factors,” that we must successfully address to achieve growth, improve our results of operations, and generate profits. • Ability to Develop and Launch New Offerings. We believe the Rivian brand is becoming established in the most attractive consumer and commercial vehicle markets.
The majority of our Software and Services cost of revenues is driven by direct materials (e.g., remarketing vehicles) and labor costs, including stock-based compensation. Operating expenses Research and development Our Research and development (R&D”) cost consists primarily of expenses incurred for the development of our vehicles and related technologies.
The majority of our Software and Services cost of revenues is driven by direct materials (e.g., remarketing vehicles) and personnel expenses, including stock-based compensation. Operating expenses Research and development Research and development (R&D”) cost consists primarily of expenses incurred for the development of our vehicles and related technologies.
Additionally, we generally expect delivery volumes of commercial vehicle sales to be less in the winter months as customers shift their focus to making last mile deliveries during holidays rather than incorporating more vehicles into their fleet, which could result in higher finished goods inventory levels during this period.
Additionally, we generally expect delivery volumes of commercial vehicle sales to be lower in the winter months as customers shift their focus to making last mile deliveries during holidays rather than incorporating more vehicles into their fleet, which could result in higher finished goods inventory levels during this period. • Government Incentives.
The Company, together with Joint Venture Equityholder, and Volkswagen Group also entered into Loan Agreements providing for a committed $1.0 billion term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding.
We, together with Joint Venture Equityholder, and Volkswagen Group also entered into Loan Agreements providing for a committed $1 billion term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding (“Joint Venture Term Loan Facility”).
Components of Operating Results We expect to incur significant operating costs and expenses that will impact our future profitability, including raw material procurement costs, servicing and warranty costs as we expand our deliveries, research and development (“R&D”) expenses as we develop and introduce new vehicles, software, and services and improve our existing vehicles and services, additional operating costs and expenses for production ramp-up, selling and distribution expenses as we market our vehicles and services, and general and administrative expenses as we scale our operation, as well as capital expenditures in the expansion of our manufacturing footprint and operations and debt servicing costs.
Components of Operating Results We expect to incur significant operating costs and expenses that will impact our future profitability, including raw material procurement costs, servicing and warranty costs as we expand our car parc, research and development (“R&D”) expenses as we develop and introduce new vehicles, software, and services and improve our existing vehicles and services, additional operating costs and expenses for production ramp-up, selling and distribution expenses as we increase demand for our vehicles and services, and general and administrative expenses as we scale our operations, as well as capital expenditures in the expansion of our manufacturing footprint and operations, and debt servicing costs.
We continue to work diligently and collaboratively with suppliers to identify and proactively address problems or constraints as quickly as possible. 63 RIVIAN AUTOMOTIVE, INC. • Ability to Grow in New Geographies. We plan to invest in international operations and grow our business outside of our existing operations.
We continue to work diligently and collaboratively with suppliers to identify and proactively address problems or constraints as quickly as possible. • Ability to Grow in New Geographies. We plan to invest in international operations and grow our business outside of our existing operations.
Tax credits will be eligible for issuance for an initial period of 15 years, with an opportunity for an additional 15-year extension. In October 2024, we received approximately $0.1 billion in connection with this agreement. 70 RIVIAN AUTOMOTIVE, INC.
Tax credits will be eligible for issuance for an initial period of 15 years, with an opportunity for an additional 15-year extension. In October 2024, we received approximately $0.1 billion in connection with this agreement.
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 for general corporate purposes. The Company’s loan would mature on the tenth anniversary of the funding date.
When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by us for general corporate purposes. Our loan would mature on the tenth anniversary of the funding date.
As we invest in our business for long-term growth, leading to increases in operating expenses as well as capital expenditures, we may experience further manufacturing shutdowns and additional losses, which could delay our ability to achieve profitability and positive operating cash flow.
As we invest in our business for long-term growth, leading to increases in operating expenses as well as capital expenditures, we may experience 58 RIVIAN AUTOMOTIVE, INC. manufacturing shutdowns and additional losses, which could delay our ability to achieve profitability and positive operating cash flow.
We believe our MSP will be foundational to Rivian’s long-term growth and profit potential. We believe it positions Rivian to address new, global market segments and is designed to build upon our industry-leading technology platform as well as our focus on driving down manufacturing complexity and improving cost efficiency.
We believe R2 will be foundational to Rivian’s long-term growth and profit potential, positioning Rivian to address new, global market segments and designed to build upon our industry-leading technology platform as well as our focus on driving down manufacturing complexity and improving cost efficiency.
The per annum rate will be equal to (a) the interpolated all-in yield for United States dollar-denominated debt securities of Volkswagen International America, Inc., Volkswagen AG, and their affiliates, having a maturity of seven years on date of determination, plus (b) 25 basis points.
The per annum rate will be equal to (a) the interpolated all-in yield for United States dollar-denominated debt securities of Volkswagen US-Holdings, Inc., Volkswagen AG and its affiliates, having a maturity of seven years on date of determination, plus (b) 25 basis points.
Should we be unable to expand internationally, this will limit our ability to successfully scale our business with potential negative consequences for our financial condition, results of operations, and cash flows. • Ability to Maintain Our Culture, Attract and Retain Talent, and Scale Our Team.
Should we be unable to expand internationally, our ability to successfully scale our business may be limited, with potential negative consequences for our financial condition, results of operations, and cash flows. • Ability to Maintain Our Culture, Attract and Retain Talent, and Scale Our Team.
Provision for income taxes As of December 31, 2023 and 2024, the majority of our deferred tax assets were comprised of net operating losses generated primarily in the United States and tax credit carryforwards, and for all periods, net deferred tax assets were fully offset by a valuation allowance.
Provision for income taxes As of December 31, 2024 and 2025, the majority of our deferred tax assets were comprised of net operating losses generated primarily in the United States and tax credit carryforwards, and for all periods, net deferred tax assets were fully offset by a valuation allowance. 64 RIVIAN AUTOMOTIVE, INC.
We have generated significant losses from operations, as reflected in our accumulated deficit of $18.6 billion and $23.3 billion as of December 31, 2023 and 2024, respectively. Additionally, we have generated significant negative cash flows from operations and investing activities as we continue to support the growth of our business.
We have generated significant losses from operations, as reflected in our accumulated deficit of $23.3 billion and $27.0 billion as of December 31, 2024 and 2025, respectively. Additionally, we have generated significant negative cash flows from operations and investing activities as we continue to support the growth of our business.
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. 65 RIVIAN AUTOMOTIVE, INC.
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.
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.
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 66 RIVIAN AUTOMOTIVE, INC. advances will begin on June 15, 2032, and will be payable quarterly in arrears.
The majority of our Automotive cost of revenues is driven by direct materials and labor costs, including stock-based compensation; manufacturing overhead (e.g., depreciation of machinery and tooling); shipping and logistics costs; and reserves, including for estimated warranty costs and adjustments to write down the carrying value of inventory when it exceeds its estimated net realizable value (“NRV”).
The majority of our Automotive cost of revenues is driven by 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); shipping and logistics costs; and reserves, including for estimated warranty costs and adjustments to write down the carrying value of inventory when it exceeds its estimated net realizable value (“NRV”).
There are various government policies, grants, loans, and other incentives, including regulatory credits, designed to increase EV adoption, support the production of EVs and related technologies, and promote the use of alternative fuels, among other objectives.
There are various governmental policies, grants, loans, and other incentives, including regulatory credits, designed to increase electric vehicle (“EV”) adoption, support the production of EVs and related technologies, and promote the use of alternative fuels, among other objectives.
We expect MSP to benefit from the key vertically integrated technologies developed for R1 including our software stack, propulsion technology, network architecture and vehicle electronics. In addition, the platform has been designed for cost efficiency, with a focus on part consolidation or elimination.
We expect R2 to benefit from the key vertically integrated technologies developed for R1 57 RIVIAN AUTOMOTIVE, INC. including our software stack, propulsion technology, network architecture, and vehicle electronics, and the platform has been designed for cost efficiency, with a focus on part consolidation or elimination.
Selling, general, and administrative Selling, general, and administrative (“SG&A”) expenses consist primarily of personnel costs for employees in our sales, service, facilities, corporate, executive, finance, and other administrative functions, as well as outside professional services, including legal, accounting, and audit services. Personnel costs consist of salaries, wages, bonus and commissions (as applicable), stock-based compensation, benefits, and employment taxes.
Selling, general, and administrative Selling, general, and administrative (“SG&A”) expenses consist primarily of personnel costs for employees in our 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.
During the year ended December 31, 2024, we continued to invest in the growth of our business at our Normal Factory, our next generation vehicle platforms and technologies, and our go-to-market infrastructure. 72 RIVIAN AUTOMOTIVE, INC.
During the year ended December 31, 2025, we continued to invest in the growth of our business at our Normal Factory, our next generation vehicle platforms and technologies, and our go-to-market infrastructure.
A hypothetical 10% change in estimated failure rates or estimated repair or replacement costs would have resulted in the following approximate changes in the warranty reserve for the year ended December 31, 2024 (in millions): Decrease in Warranty Reserve Increase in Warranty Reserve Change in estimated failure rate $ (36) $ 36 Change in estimated repair or replacement costs $ (36) $ 36 See Note 5 “Warranty and Field Service Actions” to our consolidated financial statements included in this Form 10-K for information regarding the warranty reserve.
A hypothetical 10% change in estimated failure rates or estimated repair or 68 RIVIAN AUTOMOTIVE, INC. replacement costs would have resulted in the following approximate changes in the warranty reserve for the year ended December 31, 2025 (in millions): Decrease in Warranty Reserve Increase in Warranty Reserve Change in estimated failure rate $ (40) $ 40 Change in estimated repair or replacement costs $ (40) $ 40 See Note 5 “Warranty and Field Service Actions” to our consolidated financial statements included in this Form 10-K for information regarding the accrued liability for estimated product warranty costs.
These expenses include personnel expenses for teams in engineering and research including stock-based compensation, benefits, and cash incentives, prototyping expenses, consulting and contractor expenses, amortization expenses, data services, including hosting, storage, and compute, and allocation of indirect expenses.
These expenses include 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. 60 RIVIAN AUTOMOTIVE, INC.
Any reduction or elimination of these or other similar incentives, or failure of our vehicles to meet tax credit eligibility requirements, could have a direct impact on demand for our vehicles and a material adverse impact on our business, prospects, financial condition, results of operations, and cash flows.
Any reduction or elimination of relevant incentives, or our failure to meet eligibility requirements, could have a direct impact on demand for our vehicles and a material adverse impact on our business, prospects, financial condition, results of operations, and cash flows. • Inflation and Interest Rates.
Interest on the loan will be paid on a semi-annual basis, except that the first interest payment will be due on the second anniversary of the funding date. See Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information. On January 16, 2025, Rivian New Horizon, LLC (the “Borrower”) and Rivian Automotive, Inc.
Interest on the loan will be paid on a semi-annual basis, except that the first interest payment will be due on the second anniversary of the funding date. See Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information.
As we increase our base of Rivian customers and expand our software and services portfolio, we expect our customers to expand their usage of our software and service offerings over the full lifecycle of their vehicle ownership.
As we increase our base of Rivian customers and expand our software and services portfolio, including through partnerships or other opportunities, we expect our customers to expand their usage of our software and services offerings over the full lifecycle of their vehicle ownership.
We expect Software and services gross profit to continue increasing over 68 RIVIAN AUTOMOTIVE, INC. time as we continue providing vehicle electrical architecture and software development services and remarketing, as serviced vehicles age out of warranty, and through expansion of our paid software offerings such as Connect+.
In the short term we expect software and services gross profit to continue increasing over time as we continue providing vehicle electrical architecture and software development services and remarketing, as serviced vehicles age out of warranty, and through expansion of our paid software offerings such as Autonomy+, Connect+, and FleetOS.
Software and Services Revenues and Cost of revenues The majority of our Software and Services revenues is derived from 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 and software technology for use in future vehicle programs.
Software and Services Revenues and Cost of revenues The majority of our Software and Services revenues is derived from services provided by Rivian and Volkswagen Group Technologies, LLC (the “Joint Venture”) to further develop, customize, and enhance Rivian’s vehicle electrical architecture and software technology for use in future vehicle programs, as well as remarketing and vehicle repair and maintenance services.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future. The discussion of our financial condition and results of operations for financial statement line items other than revenues, cost of revenues, and gross profit for the year ended December 31, 2022 is included in Part II, Item 7.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future. The discussion of our financial condition and results of operations for the year ended December 31, 2023 is included in Part II, Item 7.
The following table summarizes our liquidity (in millions): December 31, 2023 December 31, 2024 Cash and cash equivalents $ 7,857 $ 5,294 Short-term investments 1,511 2,406 Availability under ABL Facility 1,100 1,363 Total liquidity $ 10,468 $ 9,063 In September 2023, we entered into an amended Economic Development Agreement with the State of Georgia, and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County through which we are eligible for an incentive package valued at up to $1.5 billion including tax credits and exemptions, grants to offset eligible costs of the Stanton Springs North Facility, site development and preparation, and recruitment and job training programs in exchange for our commitment during a specified period ending on December 31, 2047 to (i) create 7,500 new jobs for full-time employees at the Stanton Springs North Facility and (ii) make a minimum capital investment of $5.0 billion in the Stanton Springs North Facility.
In September 2023, we entered into an amended Economic Development Agreement with the State of Georgia and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County through which we are eligible for an incentive package valued at up to $1.5 billion including tax credits and exemptions, grants to offset eligible costs of the Stanton Springs North Facility, site development and preparation, and recruitment and job training programs in exchange for our commitment during a specified period ending on December 31, 2047 to (i) create 7,500 new jobs for full-time employees at the Stanton Springs North Facility and (ii) make a capital investment of $5.0 billion in the Stanton Springs North Facility.
Our international expansion has significant associated investment requirements, such as capital spending related to infrastructure, including additional manufacturing capacity, delivery, and service operations, charging networks, and personnel.
Any future international expansion has significant associated investment requirements, such as capital spending related to manufacturing, delivery, and service infrastructure, as well as charging networks and personnel.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023. Overview Rivian is an American automotive manufacturer that develops and builds category-defining electric vehicles (“EVs”) as well as software and services that address the entire lifecycle of the vehicle.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024. Overview Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services.
We offer a variety of software and services, including vehicle electrical architecture and software development services, remarketing, vehicle repair and maintenance, charging, vehicle accessories, financing, insurance, and FleetOS solutions that we believe will grow our revenues outside of vehicle sales.
We offer a variety of software and services, including vehicle electrical architecture and software development services, advanced driver assistance capabilities, sales of vehicle trade-ins (“remarketing”), vehicle repair and maintenance, charging, software subscriptions, vehicle accessories, financing, insurance, and FleetOS solutions that we believe will grow our revenues additive to vehicle sales.
Because of the inherent uncertainties involved in making such estimates, actual results may differ, and such differences may be material. We consider the following policies and estimates critical because they are important to the portrayal of our financial condition and operating results, and they require us to make judgments and estimates about inherently uncertain matters.
We consider the following policies and estimates critical because they are important to the portrayal of our financial condition and operating results, and they require us to make judgments and estimates about inherently uncertain matters.
Years Ended December 31, 2022 2023 2024 Automotive $ 1,554 $ 4,132 $ 4,486 Software and services 104 302 484 Total revenues 1,658 4,434 4,970 Automotive 4,666 6,150 5,693 Software and services 115 314 477 Total cost of revenues 4,781 6,464 6,170 Gross profit (3,123) (2,030) (1,200) Operating expenses Research and development 1,944 1,995 1,613 Selling, general, and administrative 1,789 1,714 1,876 Total operating expenses 3,733 3,709 3,489 Loss from operations (6,856) (5,739) (4,689) Interest income 193 522 385 Interest expense (103) (220) (318) Loss on convertible notes, net — — (112) Other income (expense), net 18 6 (7) Loss before income taxes (6,748) (5,431) (4,741) Provision for income taxes (4) (1) (5) Net loss (6,752) (5,432) (4,746) Less: Net income attributable to noncontrolling interest — — 1 Net loss attributable to common stockholders $ (6,752) $ (5,432) $ (4,747) Production volume 24,337 57,232 49,476 Delivery volume 20,332 50,122 51,579 66 RIVIAN AUTOMOTIVE, INC.
Years Ended December 31, 2023 2024 2025 Automotive $ 4,132 $ 4,486 $ 3,830 Software and services 302 484 1,557 Total revenues 4,434 4,970 5,387 Automotive 6,150 5,693 4,262 Software and services 314 477 981 Total cost of revenues 6,464 6,170 5,243 Gross (loss) profit (2,030) (1,200) 144 Operating expenses Research and development 1,995 1,613 1,668 Selling, general, and administrative 1,714 1,876 2,061 Total operating expenses 3,709 3,489 3,729 Loss from operations (5,739) (4,689) (3,585) Interest income 522 385 293 Interest expense (220) (318) (274) Loss on convertible notes, net — (112) — Other income (expense), net 6 (7) (54) Loss before income taxes (5,431) (4,741) (3,620) Provision for income taxes (1) (5) (6) Net loss (5,432) (4,746) (3,626) Less: Net income attributable to noncontrolling interest — 1 20 Net loss attributable to common stockholders $ (5,432) $ (4,747) $ (3,646) Production volume 57,232 49,476 42,284 Delivery volume 50,122 51,579 42,247 61 RIVIAN AUTOMOTIVE, INC.
Provision for income taxes Our provision for income taxes consists primarily of income taxes related to foreign jurisdictions in which we do business. We maintain a full valuation allowance on our United States federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred assets will not be utilized.
We maintain a full valuation allowance on our United States federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred assets will not be utilized.
Selling, general, and administrative Years Ended December 31, 2023 vs 2024 Change (in millions) 2023 2024 $ % Selling, general, and administrative $ 1,714 $ 1,876 $ 162 9 % For the year ended December 31, 2024, SG&A expenses included $213 million of depreciation and amortization expense.
Selling, general, and administrative Years Ended December 31, 2024 vs 2025 Change (in millions) 2024 2025 $ % Selling, general, and administrative $ 1,876 $ 2,061 $ 185 10 % For the year ended December 31, 2025, SG&A expenses included $221 million of depreciation and amortization expense and $324 million of stock-based compensation expense.
To this end, we intend to continue making investments, including technology updates, to drive growth as we scale vehicle production and deliveries, expand our offerings, and strengthen our core capabilities.
To this end, we have made substantial investments in our facilities, including recent upgrades to our Normal Factory to support the integration of R2, and we intend to continue making investments, including technology updates, to drive growth as we scale vehicle production and deliveries, expand our offerings, and strengthen our core capabilities.
We plan to make continued investments in our facilities, go-to-market operations, vehicle repair and maintenance assets, and technology for our future operations.
We plan to make continued investments in our facilities, go-to-market operations, retail customer engagement spaces, and technology infrastructure for our future operations.
See Note 1 "Presentation and Nature of Operations" and see Note 4 "Revenues" to our consolidated financial statements included in this Form 10-K for more information.
See Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information.
Research and development Years Ended December 31, 2023 vs 2024 Change (in millions) 2023 2024 $ % Research and development $ 1,995 $ 1,613 $ (382) (19) % For the year ended December 31, 2024, R&D expenses included $74 million of depreciation and amortization expense.
Research and development Years Ended December 31, 2024 vs 2025 Change (in millions) 2024 2025 $ % Research and development $ 1,613 $ 1,668 $ 55 3 % For the year ended December 31, 2025, R&D expense included $72 million of depreciation and amortization expense and $306 million of stock-based compensation.
As a result of this change, the Company now analyzes the results of the business through the following reportable segments: Automotive and Software and Services. Additional information about our business, reportable segments, and products and services is included in Part I, Item 1. “Business” . During the year ended December 31, 2024, we produced 49,476 vehicles and delivered 51,579 vehicles.
We analyze the results of the business through two reportable segments, Automotive and Software and Services. Additional information about our business, reportable segments, and products and services is included in Part I, Item 1. “Business” . During the year ended December 31, 2025, we produced 42,284 vehicles and delivered 42,247 vehicles.
If we are unable to retain or hire key personnel, our business and competitive position may be harmed resulting in an adverse impact to our prospects, financial condition, results of operations, and cash flows. • Seasonality. Historically, the automotive industry has experienced higher revenue in the spring and summer months.
Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel. If we are unable to retain or hire key personnel, our business and competitive position may be harmed, resulting in an adverse impact to our prospects, financial condition, results of operations, and cash flows. • Seasonality.
The Company creates innovative and technologically advanced products that are designed to excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Rivian vehicles are built in the United States and are sold directly to consumer and commercial customers.
Through innovation across its electrical architecture, end-to-end software, autonomous driving platform, artificial intelligence, and propulsion, the Company creates vehicles that excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers.
In addition, in the fourth quarter of 2024 we began offering Connect+, a subscription-based streaming and connectivity service, and expect to offer Rivian Autonomy Platform+, a premium expansion of automated driver assistance support, in the future.
We continue to develop value-added technologies that enhance our customers’ experience including our autonomy platform, which we believe represent an advantage to Rivian. In 2024 we began offering Connect+, a subscription-based streaming and connectivity service, and we expect to offer Autonomy+, a premium expansion of automated driver assistance support, in the future.
Software and Services Revenues Years Ended December 31, 2022 vs 2023 Change 2023 vs 2024 Change (in millions) 2022 2023 2024 $ % $ % Revenues $ 104 $ 302 $ 484 198 190 % 182 60 % Comparison of the years ended December 31, 2023 and 2024 Software and services revenues increased primarily due to new vehicle electrical architecture and software development services, an increase in vehicle repair and maintenance services, and increased remarketing sales.
Software and Services Revenues Years Ended December 31, 2024 vs 2025 Change (in millions) 2024 2025 $ % Revenues $ 484 $ 1,557 1,073 222 % Software and services revenues increased significantly for the year ended December 31, 2025 primarily due to an increase in vehicle electrical architecture and software development services, as well as increases in remarketing sales and vehicle repair and maintenance services.
Fluctuations in the cost of raw materials or product components and supply interruptions or shortages could materially impact our business. The imposition of tariffs and other trade barriers may make it more costly for us to import raw materials and product components for our vehicles.
Fluctuations in the cost of raw materials or product components and supply interruptions or shortages could materially impact our business. We have experienced and may continue experiencing cost fluctuations and disruptions in supply of raw materials and product components, including as a result of the imposition of tariffs and other trade barriers.
However, our current incoming order rate for our R1 vehicles must improve for us to meet our delivery targets. To support demand generation, we are in the process of implementing new capabilities, such as expanding our retail customer engagement spaces (“spaces”), expanding our demonstration drives, and building our sales and marketing team, technology, and infrastructure, which increases our costs.
To support demand generation, we have implemented new capabilities, such as expanding our retail customer engagement spaces (“spaces”) and demonstration drives and building our sales and marketing team, technology, and infrastructure, which increases our costs.
Our future financial performance will also depend on our ability to offer software and services that profitably deliver an intuitive, seamless, and compelling customer experience profitably. • Ability to Attract New Customers. Our growth will depend in large part on our ability to attract new consumer and commercial customers.
We continue to develop value-added technologies that enhance our customers’ experience including our autonomy platform, which we believe represent an advantage to Rivian. Our future financial performance will also depend on our ability to offer software and services that profitably deliver an intuitive, seamless, and compelling customer experience. • Ability to Attract New Customers.
This has impacted vehicle financing affordability to customers and may influence customers’ buying decisions for less expensive 64 RIVIAN AUTOMOTIVE, INC. vehicles, or may cause tightening of lending standards.
The United States economy has experienced elevated inflation in various market segments over the last several years. This has impacted vehicle financing affordability for customers and may influence customers’ buying decisions toward less expensive vehicles or may cause tightening of lending standards.
In conjunction with the formation of the Joint Venture, the Company established Rivian JV SPV, LLC (“Joint Venture Equityholder”), a wholly-owned subsidiary of the Company and the owner of 50% of the equity interests of the Joint Venture.
See Note 4 "Revenues" to our consolidated financial statements included in this Form 10-K for more information. 65 RIVIAN AUTOMOTIVE, INC. In conjunction with the formation of the Joint Venture, we established Rivian JV SPV, LLC (“Joint Venture Equityholder”), a wholly-owned subsidiary of Rivian and the owner of 50% of the equity interests of the Joint Venture.
Investing Activities Net cash used in investing activities decreased during the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily resulting from additional maturities of short-term investments that were not offset by additional purchases.
Investing Activities Net cash used in investing activities decreased during the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by lower purchases of short-term investments, partially offset by lower maturities of short-term investments and higher capital expenditures related to the expansion of production capacity at our Normal Factory.
Cost of revenues and Gross profit Years Ended December 31, 2022 vs 2023 Change 2023 vs 2024 Change (in millions) 2022 2023 2024 $ % $ % Cost of revenues $ 115 $ 314 $ 477 $ 199 173 % $ 163 52 % Gross profit $ (11) $ (12) $ 7 $ (1) 9 % $ 19 (158) % Comparison of the years ended December 31, 2023 and 2024 For the year ended December 31, 2024, Software and services cost of revenues included $4 million of depreciation and amortization expense.
Cost of revenues and Gross (loss) profit Years Ended December 31, 2024 vs 2025 Change (in millions) 2024 2025 $ % Cost of revenues $ 477 $ 981 $ 504 106 % Gross profit $ 7 $ 576 $ 569 nm For the year ended December 31, 2025, software and services cost of revenues included $9 million of depreciation and amortization expense and $68 million of stock-based compensation expense.
GAAP”) and the discussion and analysis of our financial condition and operating results require us to make judgments, assumptions, and estimates that affect the amounts reported. We base these estimates on historical experience and on various other assumptions we believe are appropriate and reasonable under the circumstances and apply judgement to possible outcomes as the basis for amounts reported.
We base these estimates on historical experience and on various other assumptions we believe are appropriate and reasonable under the circumstances and apply judgment to possible outcomes as the basis for amounts reported. Because of the inherent uncertainties involved in making such estimates, actual results may differ, and such differences may be material.
Whether taking families on new adventures or electrifying fleets at scale, Rivian vehicles all share a common goal — preserving the natural world for generations to come. Our vertically integrated zonal network architecture serves as the basis for the recently-formed Rivian and VW Group Technology, LLC (the “Joint Venture”).
Whether taking families on new adventures or electrifying fleets at scale, Rivian vehicles all share a common goal — preserving the natural world for generations to come. We believe our competitive advantage stems from our product and brand differentiation through vertically integrated technologies as well as our direct-to-customer sales and service model.
The year-over-year increase in Software and services cost of revenues was primarily due to increased volumes of vehicle repair and maintenance services and remarketing sales, as well as new vehicle electrical architecture and software development services. Software and servicesgross profit increased for the year ended December 31, 2024, primarily due to new vehicle electrical architecture and software development services.
The increase in software and services gross profit for the year ended December 31, 2025 primarily resulted from the increase in vehicle electrical architecture and software development services provided by the Joint Venture, as well as the increases in vehicle repair and maintenance services and remarketing sales noted above.
See Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information. Loss on convertible notes, net reflects the loss on conversion of the $1,000 million principal amount unsecured convertible promissory note due June 2026 (“2026 Convertible Note”). See Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information.
Additionally, the unsecured convertible promissory note due June 2026 (“2026 Convertible Note ”) was converted in December 2024 and accordingly, no loss was recorded during the year ended December 31, 2025. See Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information.
We believe we are well-positioned for international expansion within the consumer and commercial vehicle markets.
We believe we are well-positioned for future international expansion within the consumer and commercial vehicle markets due to the highly flexible, modular nature of our platforms, our digital-first approach, and our product development expertise.
Our future profitability depends upon our ability to scale our production and delivery operations more efficiently at a lower cost per unit. We may incur impairments of our equipment in the plant if the utilization of our plant capacity does not increase in the future.
Significant capital expenditures were required to support the integration of R2 into our Normal Factory, and our future profitability depends upon our ability to scale our production and delivery operations more efficiently at a lower cost per unit.
We have invested heavily in developing our ecosystem and plan to continue to do so. We currently have low brand awareness but through our investment in marketing and our communication strategy, we expect to see substantial increases in brand awareness, translating into more sales of our vehicles and increasing our base of customers.
We currently have low brand awareness but expect investments in our marketing and communication strategy over the long term to translate into substantial increases in brand awareness, resulting in more sales of our vehicles and increasing our base of customers. Marketing activities include brand campaigns, community events, and partnerships along with digital marketing campaigns.
Should we not achieve such reductions in a timely manner, we could experience adverse impacts to our gross margin and consequently overall profitability. • Ability to Scale our Ecosystem and Brand Experience. Our go-to-market strategy requires us to scale our ecosystem quickly and effectively, including our technology platform and product development and operational infrastructure.
Should we not achieve such reductions in a timely manner, we could experience adverse impacts to our gross margin and overall profitability. • Ability to Drive Adoption of our Software and Services. Software and services are a key part of our growth strategy.
Financing Activities Net cash provided by financing activities during the year ended December 31, 2024 primarily resulted from the issuance of the 2026 Convertible Note. Critical Accounting Policies and Estimates The preparation of our financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“U.S.
Net cash provided by financing activities during the year ended December 31, 2024 primarily resulted from the issuance of the 2026 Convertible Note (see Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information).
Cost of revenues and Gross profit Years Ended December 31, 2022 vs 2023 Change 2023 vs 2024 Change (in millions, except production and delivery volume) 2022 2023 2024 $ % $ % Cost of revenues $ 4,666 $ 6,150 $ 5,693 $ 1,484 32 % $ (457) (7) % Gross profit $ (3,112) $ (2,018) $ (1,207) $ 1,094 (35) % $ 811 (40) % Production volume 24,337 57,232 49,476 32,895 135 % (7,756) (14) % Delivery volume 20,332 50,122 51,579 29,790 147 % 1,457 3 % Comparison of the years ended December 31, 2023 and 2024 For the year ended December 31, 2024, Automotive cost of revenues included $740 million of depreciation and amortization expense.
Cost of revenues and Gross (loss) profit Years Ended December 31, 2024 vs 2025 Change (in millions, except production and delivery volume) 2024 2025 $ % Cost of revenues $ 5,693 $ 4,262 $ (1,431) (25) % Gross (loss) profit $ (1,207) $ (432) $ 775 (64) % Production volume 49,476 42,284 (7,192) (15) % Delivery volume 51,579 42,247 (9,332) (18) % For the year ended December 31, 2025, Automotive cost of revenues included $484 million of depreciation and amortization expense and $43 million of stock-based compensation expense.
Additionally, we have entered into a loan facility with the Department of Energy, and an amended agreement with the Economic Development Agreement with the State of Georgia and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County to support our manufacturing facility near the city of Social Circle, Georgia (the “Stanton Springs North Facility”), and a REV Tax Credit Agreement with the State of Illinois acting by and through the Department of Commerce and Economic Opportunity through which we are eligible for an incentive package to support the renovation and expansion of our Normal Factory.
Newton County and Walton County to support our Stanton Springs North Facility, and a REV Tax Credit Agreement with the State of Illinois acting by and through the Department of Commerce and Economic Opportunity to support the expansion of our Normal Factory. United States federal government incentives are subject to change by Congress and the presidential administration.
See Note 16 “Commitments and Contingencies” to our consolidated financial statements included in this Form 10-K for more information on supplier contingencies. We also must manage the risk of field service actions, including product recalls, with respect to components from suppliers.
Additionally, we have received claims from our suppliers related to contract, production plan, and other changes for which we have incurred payment obligations, and we could incur similar obligations in the future. See Note 16 “Commitments and Contingencies” to our consolidated financial statements included in this Form 10-K for more information on supplier claims.
Comparison of the years ended December 31, 2022 and 2023 Software and services revenues increased primarily due to an increase in remarketing sales and increased vehicle repair and maintenance services.
The increase in software and services cost of revenues primarily resulted from increases in vehicle electrical architecture and software development services, remarketing sales, and vehicle repair and maintenance services.
Furthermore, we anticipate that these future investments could require significant external debt and/or equity financing. • Ability to Develop and Manage a Resilient Supply Chain. Our ability to manufacture vehicles and develop future solutions is dependent on the continued supply of raw materials and product components.
Our ability to manufacture vehicles and develop future solutions is dependent on the continued supply of raw materials and product components from our suppliers, the majority of which are single-source providers.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+1 added−1 removed4 unchanged
Biggest changeAs our Green Convertible Notes have fixed annual interest rates, there is no interest expense exposure associated with a change in interest rates; however, the fair value of the Green Convertible Notes would be impacted as interest rates change. The fair value of our Green Convertible Notes will generally increase as interest rates fall and decrease as interest rates rise.
Biggest changeAdditionally, while there is no exposure to interest expense associated with our outstanding debt given that it bears fixed rates of interest, the fair value of our outstanding debt would be impacted as interest rates change, generally increasing as interest rates fall and decreasing as interest rates rise.
See Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information our outstanding debt. 74
See Note 10 “Debt” to our consolidated financial statements included in this Form 10-K for more information our outstanding debt. 69
We do not enter into investments for trading or speculative purposes. However, some of our investments are exposed to market risk due to fluctuations in interest rates which may affect our interest income and the fair market value of our investments.
However, some of our investments are exposed to market risk due to fluctuations in interest rates which may affect our interest income and the fair market value of our investments.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk Interest Rate and Market Price Risk Our cash, cash equivalents, and short-term investments primarily consist of cash on hand and investments in money market instruments, United States Treasury securities, commercial paper, corporate bonds, and term deposits with maturities up to 12 months.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk Interest Rate and Market Price Risk Our cash, cash equivalents, and short-term investments primarily consist of cash on hand and investments in money market instruments, United States Treasury securities, commercial paper, corporate bonds, certificates of deposit, and term deposits. We do not enter into investments for trading or speculative purposes.
See Note 6 "Fair Value Measurements" to our consolidated financial statements included in this Form 10-K for more information on cash, cash equivalents, and short-term investments. We are exposed to interest rate risk on our borrowings that bear interest at floating rates. A rising interest rate environment would increase the amount of interest paid on these borrowings.
See Note 6 "Fair Value Measurements" to our consolidated financial statements included in this Form 10-K for more information on cash, cash equivalents, and short-term investments.
Removed
A hypothetical 100 basis point increase in interest rates on our floating rate debt as of December 31, 2023 and 2024 would increase our interest expense by an amount that is not material.
Added
While we are exposed to interest rate risk in connection with borrowings under the ABL Facility, which bears interest at floating rates, as of December 31, 2025 there were no outstanding cash borrowings under the ABL Facility.

Other RIVN 10-K year-over-year comparisons