Rivian reports $913M net loss in Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 21, October 20, 2026, 1,443,948,130 1,455,696,138 shares of the registrant's Class A common stock were outstanding, and 3,912,500 shares of the registrant's Class B common stock were outstanding.

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Financial Statements (unaudited) 108 changes

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December 31, 2025 June September 30, 2026

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Accounts receivable, net 555 370 596

Other current assets 361 277 259

Total current assets 8,592 7,618 8,136

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Operating lease assets, net 571 708 778

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Other non-current assets 463 560 526

Total assets $ 14,864 $ 15,140 15,727

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Accounts payable $ 595 $ 889 1,038

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Total current liabilities 3,693 3,620 3,740

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Non-current lease liabilities 551 693 764

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Total liabilities 10,270 10,013 10,009

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Preferred stock, $ 0.001 par value; 10 shares authorized and 0 shares issued and outstanding as of December 31, 2025 and June September 30, 2026

Common stock, $ 0.001 par value; 5,258 and 5,258 shares authorized and 1,240 and 1,362 1,460 shares issued and outstanding as of December 31, 2025 and June September 30, 2026, respectively (Note 14)

Additional paid-in capital 31,508 33,305 34,806

Accumulated deficit ( 26,951 ) ( 28,200 29,113 )

Accumulated other comprehensive income (loss) 8 ( 3 )

Noncontrolling interest 28 21 27

Total stockholders' equity 4,594 5,127 5,718

Total liabilities and stockholders' equity $ 14,864 $ 15,140 15,727

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Three Months Ended June 30, Six Months Ended June 30,

Automotive $ 927 $ 1,143 $ 1,849 $ 2,051

Software and services 376 515 694 988

Three Months Ended September 30, Nine Months Ended September 30,

Automotive $ 1,142 $ 1,550 $ 2,991 $ 3,601

Software and services 416 605 1,110 1,593

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Automotive 1,262 1,179 2,092 2,149

Software and services 247 300 451 592

Total cost of revenues 1,509 1,479 2,543 2,741

Gross profit ( 206 ) 179 298

Research and development 410 466 791 924

Selling, general, and administrative 498 549 978 1,091

Total operating expenses 908 1,015 1,769 2,015

Loss from operations ( 1,114 ) ( 836 ) ( 1,769 ) ( 1,717 )

Interest income 72 48 153 98

Automotive 1,272 1,630 3,364 3,779

Software and services 262 349 713 941

Total cost of revenues 1,534 1,979 4,077 4,720

Gross profit 24 176 24 474

Research and development 453 485 1,244 1,409

Selling, general, and administrative 554 572 1,532 1,663

Total operating expenses 1,007 1,057 2,776 3,072

Loss from operations ( 983 ) ( 881 ) ( 2,752 ) ( 2,598 )

Interest income 76 55 229 153

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Other (expense) income, net ( 2 ) 18 105 496

Loss before income taxes ( 1,113 ) ( 838 ) ( 1,652 ) ( 1,256 )

Provision for income taxes ( 2 ) 1 ( 4 ) 3

Net loss ( 1,115 ) ( 837 ) ( 1,656 ) ( 1,253 )

Other (expense) income, net ( 191 ) ( 8 ) ( 86 ) 488

Loss before income taxes ( 1,167 ) ( 908 ) ( 2,819 ) ( 2,164 )

Provision for income taxes 1 1 ( 3 ) 4

Net loss ( 1,166 ) ( 907 ) ( 2,822 ) ( 2,160 )

Less: Net income (loss) attributable to noncontrolling interest 2 ( 4 ) 7 6 ( 4 ) 13 2

Net loss attributable to common stockholders $ ( 1,117 1,173 ) $ ( 833 913 ) $ ( 1,662 2,835 ) $ ( 1,249 2,162 )

Net loss attributable to common stockholders, basic and diluted $ ( 1,117 1,173 ) $ ( 833 913 ) $ ( 1,662 2,835 ) $ ( 1,249 2,162 )

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Three Months Ended June 30, Six Months Ended June 30,

Net loss $ ( 1,115 ) $ ( 837 ) $ ( 1,656 ) $ ( 1,253 )

Other comprehensive income (loss) 8 ( 3 ) 11 ( 10 )

Comprehensive loss ( 1,107 ) ( 840 ) ( 1,645 ) ( 1,263 )

Three Months Ended September 30, Nine Months Ended September 30,

Net loss $ ( 1,166 ) $ ( 907 ) $ ( 2,822 ) $ ( 2,160 )

Other comprehensive income (loss) 1 ( 3 ) 12 ( 13 )

Comprehensive loss ( 1,165 ) ( 910 ) ( 2,810 ) ( 2,173 )

Less: Comprehensive income (loss) attributable to noncontrolling interest 3 ( 5 ) 7 ( 6 ) 14

Comprehensive loss attributable to common stockholders $ ( 1,110 1,172 ) $ ( 835 916 ) $ ( 1,652 2,824 ) $ ( 1,257 2,173 )

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Capital stock issuance 12 ( 1 ) ( 1 )

Stock-based compensation 171 171

Other comprehensive income 1 1

Net (loss) income ( 1,173 ) 7 ( 1,166 )

BALANCE - September 30, 2025 1,226 1 31,198 ( 26,140 ) 7 18 5,084

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Capital stock issuance 98 1,314 1,314

Stock-based compensation 187 187

Other comprehensive loss ( 3 ) ( 3 )

Net (loss) income ( 913 ) 6 ( 907 )

BALANCE - September 30, 2026 1,460 1 34,806 ( 29,113 ) ( 3 ) 27 5,718

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Six Months Ended June 30,

Nine Months Ended September 30,

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Net loss $ ( 1,656 ) $ ( 1,253 )

Net loss $ ( 2,822 ) $ ( 2,160 )

Depreciation and amortization 396 431 583 682

Stock-based compensation expense 377 433 551 634

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and 28 more changes in the filing

Note 1: PRESENTATION AND NATURE OF OPERATIONS 2 changes

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The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ( U.S. GAAP ) and the applicable rules and regulations of the Securities and Exchange Commission ( SEC ) regarding interim financial information. Accordingly, they do not include all disclosures, including certain notes, required by U.S. GAAP on an annual reporting basis. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in stockholders equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company s Annual Report on Form 10-K for the year ended December 31, 2025 ( Form 10-K ). The prior period Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Cash Flows have been conformed to current period presentation by separately presenting the Strategic investments and Gain on strategic investments captions, respectively. The prior period amounts on the Condensed Consolidated Balance Sheet were reflected within Other non-current assets, and the prior period amounts in the Consolidated Statement of Cash Flows were reflected within Gain on equity method investment . Additionally, the caption Sales of short-term investments in the prior period captions within the Condensed Consolidated Statement of Cash Flows has been changed to for Purchases of equity securities and short-term investments and Sales of equity securities and short-term investments to conform have been conformed to the current period presentation and are now reflected as Purchases of short-term investments and shares for deferred compensation and Sales of short-term investments and shares for deferred compensation, respectively.

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The Company, together with Rivian JV SPV, LLC ( Joint Venture Equityholder ), and Volkswagen Group also entered into loan agreements ( Loan Agreements ) providing for a committed $ 1,000 million term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to

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Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2 changes

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For commodity contracts, the Company records gains and losses resulting from changes in fair value in Automotive Cost of revenues in the Condensed Consolidated Statements of Operations and cash flows in Cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows . The Company also may enter into master netting agreements with

In the normal course of business, the Company is exposed to global market risks, including the effect of changes in certain commodity prices, interest rates, and foreign currency exchange rates, and may enter into derivative contracts, such as forwards, options, swaps, or other instruments, to manage these risks. Derivative instruments are recorded on the Condensed Consolidated Balance Sheets in either Other current assets or Current portion of deferred revenues, lease liabilities, and other liabilities and are measured at fair value. They are classified within Level 2 of the fair value hierarchy because they are valued using observable inputs other than quoted prices for identical assets or liabilities in active markets.

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Notes to the financial statements 16 changes

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. 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. If and when funded, the per annum rate of interest on the loan is expected to be lower than a loan with comparable terms funded by a large financial institution. Accordingly, upon execution of the Loan Agreements, the $ 201 million fair value of the below-market funding commitment was included within Other non-current assets and Other non-current liabilities on the Condensed Consolidated Balance Sheets (see Note 3 "Revenues" for more information).

Department of Energy Loan

In January 2025, Rivian New Horizon, LLC (the Borrower ) and Rivian Automotive, Inc. (the Sponsor ) entered into a Loan Arrangement and Reimbursement and Sponsor Support Agreement (the Original LARSSA ) with the United States Department of Energy ( DOE ), pursuant to which the DOE has agreed to arrange a multi-draw term loan facility, comprised of two tranches to be provided by the Federal Financing Bank ( FFB ) to the Borrower. In April 2026, the Borrower and the Sponsor entered into an Amended and Restated Loan Arrangement and Reimbursement and Sponsor Support Agreement (the A&R LARSSA ) with the DOE. The provisions from the Original LARSSA relating to the loan guarantee structure, equity contribution requirements, representations and warranties, covenants, and events of default largely remain the same in the A&R LARSSA.

The amended facility is comprised of two loan tranches, with the first tranche consisting of an approximately 15-year -term loan in an aggregate principal amount of up to $ 3,355 million, plus capitalized interest in an aggregate amount of up to $ 315 million (the Note A Loan ), and the second tranche consisting of an approximately 10-year -term loan in an aggregate principal amount of up to $ 651 million, plus capitalized interest in an aggregate amount of up to $ 179 million (the Note B Loan, and together with the Note A Loan, the DOE Loan ), to be provided by the FFB to the Borrower.

The proceeds from advances under the DOE Loan will be used to support the development of the Stanton Springs North Facility (the Project ). The Borrower may request advances under the DOE Loan for purposes of funding certain eligible Project costs, subject to the Borrower s satisfaction of certain conditions as defined in the A&R LARSSA. Such conditions include the Sponsor maintaining positive gross margin for certain periods prior to the first advance, the Borrower achieving certain vehicle sales metrics prior to the first advance, the funding of certain equity contributions and reserves, 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.

Advances under the Note A Loan (each, a Note A Advance ) may be requested upon the satisfaction of certain conditions from the date the Original LARSSA was signed through April 16, 2031, and the loan comprised of Note A Advances will mature on March 15, 2045 (the Note A Maturity Date ). The principal amount of the Note A Advances will be payable in quarterly installments commencing on March 15, 2031, through the Note A Maturity Date. Interest payments on the Note A Advances will begin on June 15, 2030 and will be payable quarterly in arrears. Advances under the Note B Loan (each, a Note B Advance and together with the Note A Advances, each an Advance ) may be requested upon the satisfaction of certain conditions, from the date of the first Advance through May 15, 2032, and the loan comprised of Note B Advances will mature on June 15, 2041 (the Note B Maturity Date ). The principal amount of the Note B Advances will be payable in quarterly installments commencing on June 15, 2032, through the Note B Maturity Date. Interest payments on the Note B Advances will begin on June 15, 2032, and will be payable quarterly in arrears. The interest rate associated with each Advance is equal to the United States Treasury-equivalent yield curve with 0% credit spread.

The A&R LARSSA contains representations and warranties, as well as informational, affirmative, and negative covenants that include, among others, requirements with respect to the construction and operation of the Project, compliance with all requirements of the loan program, and limitations on the ability to incur indebtedness, incur liens, make investments or loans, enter into mergers or acquisitions, dispose of assets (including intellectual property with respect to the Project), pay dividends or make distributions on capital stock, prepay indebtedness, pay management, advisory or similar fees to affiliates, enter into certain material agreements and affiliate transactions, enter into new lines of business or enter into certain restrictive agreements. Certain covenants apply starting on the date that the Original LARSSA was signed, while other covenants, including certain of the negative covenants, do not apply until the date of the first Advance. If and when the DOE Loan is funded, on a consolidated basis the Sponsor will be subject to certain financial covenants as defined in the A&R

significant influence over the following investments of in-substance common stock, resulting in the equity method of accounting, which the Company has elected to apply on a one-quarter lag.

In December 2025, January 2026, and March 2026, Also, Inc. ( Also ) issued additional Series C preferred shares to third parties, and in July and August 2026, Also issued Series D and D-1 preferred shares to third parties, resulting in dilution of the Company s ownership interest. The gains associated with the corresponding adjustments to the carrying value of the Company s equity method investment are not material. For the three and nine months ended September 30, 2025 and 2026, the Company s share of Also s results of operations was not material. As of September 30, 2026 the Company s ownership interest in Also was 31.2 % on a shares outstanding basis.

Mind Robotics, Inc. and Mind Robotics, LLC

In November 2025, the Company established Mind Robotics, Inc. and Mind Robotics, LLC (together, Mind Robotics ) to advance industrial artificial intelligence and robotics technologies and purchased shares of Series Seed preferred stock in Mind Robotics. The Series Seed preferred shares are convertible into an equal number of common shares at the Company s option or automatically in certain cases such as in an initial public offering, participate in dividends on an as-converted basis, and entitle the holder to receive the original issue price of the shares plus any declared and unpaid dividends in preference to holders of common shares in the event of a Deemed Liquidation (as defined in the Mind Robotics Articles of Incorporation). The Company determined that Mind Robotics was a Variable Interest Entity ( VIE ) and that Rivian was its primary beneficiary, resulting in consolidation. As of December 31, 2025, the assets of Mind Robotics were approximately $ 115 million, primarily consisting of cash and cash equivalents.

Mind Robotics has since established an independent management team, product plan, and standalone operating roadmap and in March 2026 completed a Series A preferred share financing with third-party investors at a substantially higher valuation than the Series Seed preferred. The Mind Robotics board of directors was expanded from four to five seats with the appointment of an additional director on behalf of an investor in the Series A preferred shares, and the Company experienced ownership dilution. Upon reassessing its involvement with Mind Robotics, the Company determined that Mind Robotics is no longer a VIE because substantially all of its activities no longer involve and are not conducted on behalf of Rivian. Accordingly, the Company deconsolidated Mind Robotics in March 2026 and determined that its retained ownership interest is considered in-substance common stock. As a result, the Company began accounting for its ownership interest under the equity method of accounting.

Upon deconsolidation, the Company derecognized the assets of Mind Robotics which primarily consisted of approximately $ 114 million in Cash and cash equivalents, with the offset recorded to Additional paid-in capital and Noncontrolling interest on the Condensed Consolidated Balance Sheets . The Company remeasured the carrying value of its retained ownership interest to fair value of approximately $ 569 million within Strategic investments on the Condensed Consolidated Balance Sheets utilizing the Mind Robotics Series A preferred share issuance price. The fair value measurement is classified within Level 2 of the fair value hierarchy because the investment was valued using a quoted price for an identical asset in a market that is not active. The resulting gain on deconsolidation of $ 506 million was recorded to Other (expense) income, net in the Condensed Consolidated Statements of Operations .

In May and July 2026, Mind Robotics issued Series A-1 preferred shares to third parties, resulting in further dilution of the Company s ownership interest. The aggregate gain associated with the corresponding adjustments to the carrying value of the Company s equity method investment is not material. For the three and nine months ended September 30, 2026, the Company s share of Mind Robotics s results of operations was not material. As of September 30, 2026, the Company s ownership interest in Mind Robotics was 31.2 % on a shares outstanding basis.

Joint Venture Deferred Compensation Program

The Joint Venture provides a deferred compensation program that allows for shares of Volkswagen Group equity and phantom shares, in some cases, to be awarded to its employees, non-employees including directors, and consultants, generally vesting in quarterly installments over 2 years. The corresponding shares held in trust are accounted for as an investment in equity securities and carried at fair value within Other current assets and Other non-current assets on the

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Note 3: REVENUES 14 changes

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Three Months Ended June 30, Six Months Ended June 30,

New electric vehicles $ 924 $ 1,037 $ 1,688 $ 1,887

Regulatory credits 7 108 166 167

Software and services 372 513 689 985

Total revenues $ 1,303 $ 1,658 $ 2,543 $ 3,039

Three Months Ended September 30, Nine Months Ended September 30,

New electric vehicles $ 1,141 $ 1,469 $ 2,829 $ 3,356

Regulatory credits 1 81 167 248

Software and services 416 605 1,105 1,590

Total revenues $ 1,558 $ 2,155 $ 4,101 $ 5,194

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Payment for EV sales is typically received at or prior to delivery or according to payment terms customary to the business. Sales tax is excluded from the measurement of the transaction price.

The Company s revenues from new EV sales to Chase Bank, with Chase Bank entering into leasing arrangements with consumers for purchased vehicles, were approximately 45 % and 9 % of the Company s total revenues during the three months ended June 30, 2025 and 2026, respectively, and approximately 40 % and 9 % of the Company s total revenues during the six months ended June 30, 2025 and 2026, respectively. The Company has an obligation to share a portion of the difference between the residual value realized by Chase Bank at the end of the lease term and the residual value determined at lease inception. This obligation is recorded upon delivery of vehicles to Chase Bank as an RVRS liability in Other non-

New EV revenues are primarily derived from the sale of consumer and commercial EVs Revenue from the sale of EVs is and are recognized at the point in time when control transfers to the customer, which generally occurs upon delivery.

Revenue from the sale of Electric Delivery Vans ( EDVs ) is recognized in accordance with a bill and hold arrangement, under which revenue is recognized when risk of ownership has been transferred to the customer, but pick-up is delayed at the request of the customer. In such cases, the Company does not have the ability to sell the EDVs to another customer, and they are separately identified as belonging to and ready for pick-up by the customer.

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Note 4: WARRANTY AND FIELD SERVICE ACTIONS 14 changes

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December 31, 2025 June September 30, 2026

Current portion of deferred revenues, lease liabilities, and other liabilities $ 177 $ 176 174

Other non-current liabilities 286 276 289

Total warranty reserve $ 463 $ 452 463

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Three Months Ended June 30, Six Months Ended June 30,

Beginning balance $ 456 $ 455 $ 473 $ 463

Warranties issued in period 64 21 98 50

Ending balance $ 488 $ 452 $ 488 $ 452

Three Months Ended September 30, Nine Months Ended September 30,

Beginning balance $ 488 $ 452 $ 473 $ 463

Warranties issued in period 37 28 135 78

Adjustments to pre-existing warranties ( 3 5 ) 12 27 ( 33 38 ) 12 39

Warranty costs incurred ( 29 ) ( 36 44 ) ( 50 79 ) ( 73 117 )

Ending balance $ 491 $ 463 $ 491 $ 463

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Note 5: FAIR VALUE MEASUREMENTS 15 changes

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December 31, 2025 June September 30, 2026

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Cash $ 1,370 $ 1,266 1,371

Commercial paper 2 42 2 100 64

Money market funds 1 2,142 1 2,226 1,999

Term deposits 2 25 2 75

Total cash and cash equivalents 3,579 3,592 3,509

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Certificates of deposit 2 $ 223 2 $ 275 261

Commercial paper 2 437 2 397 604

Corporate bonds 2 464 2 322 356

Term deposits 2 600 2 400 500

United States Treasury securities 1 735 1 306 256

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Total cash and cash equivalents and short-term investments $ 6,082 $ 5,310 5,502

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2 As of December 31, 2025 and June September 30, 2026, $ 257 million and $ 264 261 million is due between 12 and 24 months, respectively.

As of December 31, 2025 and June September 30, 2026, the fair value of cash equivalents and short-term investments approximated their cost. Fair value measurements classified within Level 2 of the fair value hierarchy are determined using observable inputs other than quoted prices for identical assets in active markets.

Refer to Note 2 Summary of Significant Accounting Policies and Note 8 "Debt" for more information about the fair value of the Company s derivative instruments, and equity method investment in Mind Robotics, investment in equity securities and accrued liability for deferred compensation, and debt, respectively.

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Note 6: INVENTORY 4 changes

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December 31, 2025 June September 30, 2026

Raw materials and work in progress $ 797 $ 981 1,090

Finished goods 797 680 689

Total inventory $ 1,594 $ 1,661 1,779

Note 7: PROPERTY, PLANT, AND EQUIPMENT, NET 11 changes

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December 31, 2025 June September 30, 2026

Computer equipment, hardware, and software $ 699 $ 747 770

Land, buildings, and building improvements 1,261 1,733 1,748

Leasehold improvements 634 684 713

Machinery, equipment, vehicles, and office furniture 4,152 5,749 5,868

Construction in progress 1,712 380 463

Total property, plant, and equipment 8,458 9,293 9,562

Accumulated depreciation and amortization ( 3,339 ) ( 3,736 3,957 )

Total property, plant, and equipment, net $ 5,119 $ 5,557 5,605

Depreciation and amortization expense for property, plant and equipment was $ 186 175 million and $ 227 240 million for the three months ended June September 30, 2025 and 2026, respectively, and $ 375 550 million and $ 412 652 million for the six nine months ended June September 30, 2025 and 2026, respectively.

In April 2026, the Company s Normal Factory experienced severe weather, and certain buildings, machinery, equipment, and vehicles sustained damage. As a result, the carrying values of certain fixed assets presented in Property, plant, and equipment, net on the Condensed Consolidated Balance Sheets were written down by an immaterial amount during the three and nine months ended June September 30, 2026, The immaterial impairment charge was offset by corresponding insurance recoveries. The Company is continuing to assess the financial impact of the event and may incur additional costs in future periods, which together with anticipated insurance recoveries are not expected to have a material effect on the condensed consolidated financial statements.

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Note 8: DEBT 5 changes

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December 31, 2025 June September 30, 2026

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Less unamortized discount and debt issuance costs ( 35 ) ( 31 29 )

Long-term debt, less unamortized discount and debt issuance costs $ 4,440 $ 4,444 4,446

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Before December 15, 2028, the 2029 Green Convertible Notes are convertible at the option of the noteholders only upon the occurrence of certain events, as described in the indenture. From and after December 15, 2028, the 2029 Green Convertible Notes are convertible at any time at the noteholders election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company s Class A common stock, or a combination of cash and shares of the Company s Class A common stock, at the Company s election. The initial conversion rate is 49.6771 shares of common stock per $1,000 principal amount of 2029 Green Convertible Notes, which represents an initial conversion price of approximately $ 20.13 per share. The conversion rate and conversion price will be are subject to customary adjustments upon the occurrence of certain events.

The 2029 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2025 and June September 30, 2026, the fair value of the 2029 Green Convertible Notes was $ 1,882 million and $ 1,783 1,659 million, respectively.

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Note 9: ACCRUED LIABILITIES 15 changes

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December 31, 2025 June September 30, 2026

Capital expenditures $ 419 $ 385 282

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Payroll and related costs 319 260 351

Other Products and services 84 115 117

Total accrued liabilities $ 1,438 $ 1,085 1,104

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December 31, 2025 June September 30, 2026

Deferred revenues $ 1,277 $ 1,271 1,192

Operating lease liabilities 110 117 122

Warranty reserve 177 176 174

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December 31, 2025 June 30, 2026

Deferred revenues $ 1,066 $ 710

Finance lease liabilities 91 99

Warranty reserve 286 276

Total other non-current liabilities $ 1,586 $ 1,256

RIVIAN AUTOMOTIVE, INC.

Note 10: INCOME TAXES 1 change

The Company s provision for income taxes was not material and the effective tax rate was 0 % for the three and six nine months ended June September 30, 2025 and 2026. The Company maintains a valuation allowance on all deferred tax assets except in certain foreign jurisdictions, as it has concluded that it is more likely than not that these assets will not be utilized.

Note 11: STOCK-BASED COMPENSATION 9 changes

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The following table summarizes the Company s restricted stock unit activity during the nine months ended September 30, 2026:

(in millions) Weighted-average grant-date fair value

Outstanding at December 31, 2025 66 $ 12.49

Vested ( 46 ) $ 13.24

Forfeited ( 6 ) $ 13.86

Outstanding at September 30, 2026 76 $ 14.11

Vested and expected to vest at September 30, 2026 76 $ 14.11

Stock option activity during the nine months ended September 30, 2026 was not material.

As of September 30, 2026, the Company s unrecognized stock-based compensation expense for unvested awards was approximately $ 1,353 million, which is expected to be recognized over a weighted-average period of 2.0 years for RSUs and 4.3 years for stock options.

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Note 12: RELATED PARTY TRANSACTIONS 7 changes

RIVIAN AUTOMOTIVE, INC.

The Company recorded $ 176 298 million and $ 554 596 million for the three months ended June September 30, 2025 and 2026, respectively, and $ 275 573 million and $ 1,022 1,618 million for the six nine months ended June September 30, 2025 and 2026, respectively, in revenues from Amazon in the Condensed Consolidated Statements of Operations , primarily within the automotive segment and related to the sale of EDVs. As of December 31, 2025 and June September 30, 2026, the uncollected amounts related to these revenues in Accounts receivable, net on the Condensed Consolidated Balance Sheets were $ 11 million and $ 115 146 million, respectively. Deferred revenues related to EDV sales were $ 365 million and $ 352 343 million as of December 31, 2025 and June September 30, 2026, respectively, primarily for advance payments and extended service contracts. Refer to Note 3 "Revenues" for more information.

In June 2025, the Company began selling Rivian Adventure Gear via the Amazon.com platform. For the three and six nine months ended June September 30, 2025 and 2026, sales commissions paid to Amazon for sales of Rivian Adventure Gear via the Amazon.com platform were not material.

The Company obtains data services, including hosting, storage, and compute from Amazon. Expenses related to these services were $ 31 59 million and $ 104 153 million for the three months ended June September 30, 2025 and 2026, respectively, and $ 62 120 million and $ 182 335 million during the six nine months ended June September 30, 2025 and 2026, respectively. As of December 31, 2025 and June September 30, 2026, the unpaid amounts related to these services were not material.

During the three and nine months ended September 30, 2026, the Company recognized regulatory credit revenues from Volkswagen Group. See Note 3 "Revenues" for more information. For the combined performance obligations with Volkswagen Group, the Company recognized revenues of $ 214 million and $ 354 million for the three months ended September 30, 2025 and 2026, respectively, and $ 563 million and $ 944 million for the nine months ended September 30, 2025 and 2026, respectively. The related balance of deferred revenues as of December 31, 2025 and September 30, 2026 was $ 1,794 million and $ 1,173 million, respectively. As of December 31, 2025 and September 30, 2026, the aggregate uncollected amounts from Volkswagen Group in Accounts receivable, net on the Condensed Consolidated Balance Sheets were $ 328 million and $ 156 million, respectively.

The Company obtained significant influence over Also in conjunction with its investment in preferred shares of Also in March 2025, resulting in Also being a related party of the Company. Transactions with Also during the three and six nine months ended June September 30, 2025 subsequent to the inception of the related party relationship and during the three and six nine months ended June September 30, 2026 were not material.

Upon deconsolidation of Mind Robotics in March 2026 the Company retained significant influence over Mind Robotics in conjunction with its investment in preferred shares, resulting in Mind Robotics being a related party of the Company. Following deconsolidation, transactions with Mind Robotics during the three and nine months ended September 30, 2026 were not material.

Note 13: COMMITMENTS AND CONTINGENCIES 3 changes

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Between March 7, 2022 and April 19, 2022, three alleged stockholders (the Plaintiffs ) filed lawsuits against Rivian Automotive, Inc., certain of the Company s officers and directors, and the Company s initial public offering ( IPO ) underwriters on behalf of a putative class of purchasers of common stock in the Company s IPO. The three suits were consolidated under the caption Crews v. Rivian Automotive, Inc., et al., 22-cv-01524-JLS-E (C.D. Cal.). The Court issued its Order granting preliminary approval of the corresponding proposed $ 250 million settlement on December 18, 2025, which was fully funded into escrow by the Company and insurance carriers by January 2026. After receipt in full of all corresponding insurance recoveries, the aggregate net settlement payment made by the Company was $ 181 million. The Court issued its Order granting final approval of the proposed settlement and Judgment was entered in May 2026.

The Company records an accrued liability for contingent losses that it determines are probable and estimable. Contingent losses that the Company evaluates primarily include potential costs related to supply contracts, which can be a result of changing demand forecasts, design modifications, or other causes, potential payments resulting from legal proceedings, such as commercial or employment-related litigation, and other events. Although the Company believes it has valid defenses with respect to legal proceedings, as of December 31, 2025 and June 30, 2026, the Company recorded approximately $ 350 million and $ 60 million, respectively, for estimated contingent losses in Accrued liabilities on the Condensed Consolidated Balance Sheets . As of June 30, 2026, the Company estimates it is reasonably possible that losses in excess of the accrued liability could occur, up to approximately $ 90 million, or an excess of $ 30 million over the accrued liability recorded. The Company expects the majority of contingent losses comprising the accrued liability to be resolved within the next 12 to 24 months.

RIVIAN AUTOMOTIVE, INC.

Note 14: STOCKHOLDERS EQUITY AND NET LOSS PER SHARE 3 changes

The Company has two classes of common stock: Class A common stock and Class B common stock. Shares of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. As of December 31, 2025 and June September 30, 2026, 1,236 million and 1,358 1,456 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2025 and June September 30, 2026, 4 million shares of Class B common stock were issued and outstanding. As of December 31, 2025 and June September 30, 2026, 5,250 million shares of Class A common stock and 8 million shares of Class B common stock were authorized.

At the option of the holder, shares of Class B common stock are convertible anytime into an equal number of shares of Class A common stock. Each outstanding share of Class B common stock will automatically convert into one share of Class A common stock upon the earliest to occur of (a) the five-year anniversary of the Company s IPO (i.e., November 2026), (b) the date fixed by the board of directors within six months of the death or disability of the Company s CEO, , and (c) the date fixed by the board of directors within six months of the date that the number of outstanding shares of Class B common stock held by the Company s CEO repre sents represents less than 30 % of th e the shares of Class B common stock outstanding. Any shares of Class B common stock that are no longer owned by the Company s CEO or their affiliates will automatically convert into an equal number of shares of Class A common stock upon transfer of ownership.

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Diluted net loss per share is computed by giving effect to all potential shares of common stock to the extent dilutive, including shares underlying the Green Convertible Notes, unvested RSUs, stock options, shares underlying the Company s 2021 Employee Stock Purchase Plan ( ESPP ), other stock-based awards, and stock warrants. Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period, in the case of the Green Convertible Notes, stock options with a market condition, and other stock-based awards. The following

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Note 15: SEGMENT INFORMATION 16 changes

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Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

Three Months Ended September 30, 2026 Nine Months Ended September 30, 2026

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Revenues $ 1,143 $ 515 $ 1,658 $ 2,051 $ 988 $ 3,039

Cost of revenues ( 1,179 ) ( 300 ) ( 1,479 ) ( 2,149 ) ( 592 ) ( 2,741 )

Gross profit $ ( 36 ) $ 215 $ 179 $ ( 98 ) $ 396 $ 298

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Revenues $ 1,550 $ 605 $ 2,155 $ 3,601 $ 1,593 $ 5,194

Cost of revenues ( 1,630 ) ( 349 ) ( 1,979 ) ( 3,779 ) ( 941 ) ( 4,720 )

Gross profit $ ( 80 ) $ 256 $ 176 $ ( 178 ) $ 652 $ 474

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

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Revenues $ 927 $ 376 $ 1,303 $ 1,849 $ 694 $ 2,543

Cost of revenues ( 1,262 ) ( 247 ) ( 1,509 ) ( 2,092 ) ( 451 ) ( 2,543 )

Gross profit $ ( 335 ) $ 129 $ ( 206 ) $ ( 243 ) $ 243 $

Revenues $ 1,142 $ 416 $ 1,558 $ 2,991 $ 1,110 $ 4,101

Cost of revenues ( 1,272 ) ( 262 ) ( 1,534 ) ( 3,364 ) ( 713 ) ( 4,077 )

Gross profit $ ( 130 ) $ 154 $ 24 $ ( 373 ) $ 397 $ 24

Note 16: VARIABLE INTEREST ENTITIES 1 change

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The 50 % equity interests held by Volkswagen Group and its corresponding portion of net income are reflected in stockholders equity on the Condensed Consolidated Balance Sheets as Noncontrolling interest and in the Condensed Consolidated Statements of Operations as Net income attributable to noncontrolling interest. As of December 31, 2025, the

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MD&A 146 changes

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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. 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. 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 continuous improvements to continuously improve the system. We believe our product performance is increasingly being recognized by customers and has helped Rivian earn some of the industry s most coveted owner experience awards.

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During the three months ended June 30, 2026, we produced 12,613 vehicles and delivered 12,194 vehicles. During the six months ended June 30, 2026, we produced 22,849 vehicles and delivered 22,559 vehicles.

During the three months ended September 30, 2026, we produced 19,751 vehicles and delivered 19,248 vehicles. During the nine months ended September 30, 2026, we produced 42,600 vehicles and delivered 41,807 vehicles.

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R2 is our all-new midsize SUV delivering a combination of performance, capability and utility in a five-passenger package optimized for big adventures and everyday use. The interior is designed for ease-of-use, while being uniquely Rivian through a combination of inviting design and premium, sustainable materials that are easy to clean. R2 and our planned R3 vehicles are underpinned by our midsize platform ( MSP ), which 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. We believe R2 and our midsize platform will be foundational to our long-term growth and profit potential. R2 benefits from Rivian s key vertically integrated technologies including our software stack, propulsion technology, Rivian Autonomy Platform, Rivian Unified Intelligence, and zonal network architecture. Deliveries of the R2 began in the second quarter of 2026.

R3 is our future midsize crossover that is expected to be tidy on dimensions but deliver big in terms of performance, off-road capability, passenger comfort, and storage. R3X is a performance variant of R3 offering expected to offer even more dynamic abilities both on and off road. The design of the exterior and interior of R3 are inviting and iconic, demonstrating the scalability of Rivian s brand across different form factors while continuing to be immediately recognizable.

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We have designed both a 500 and 700 cubic foot version of the vans, optimized for various commercial uses, including last mile delivery use cases. Both the EDV and Rivian Commercial Van feature a rear roll-up door, an integrated bulkhead door designed for safety and security, a tall roof to allow drivers to walk through the vehicle, driver-centric ergonomics, and a curb-side sliding door for safe vehicle access away from traffic. Developed to be comfortable and easy to operate for drivers, our commercial vans are designed to achieve lower total cost of ownership ( TCO ) for customers while supporting a path to decarbonization. We are developing have recently developed new EDV variants designed to expand route coverage into more rural networks, including an all-wheel drive configuration to improve traction in adverse terrain and inclement weather conditions, as well as a larger battery pack offering increased range.

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Autonomy+. Rivian is designing and developing advanced driver assistance features. In December 2025, we released our Universal Hands Free feature via an OTA update to our R1 Gen 2 customers. This feature significantly expanded our assistive hands-free driving capabilities for customers, going from availability on fewer than 150,000 miles of roads to more than 3.5 million miles of roads in North America. We began charging a one-time or month-to-month fee for Autonomy+ advanced driver assistance features in consumer vehicles including R2 in April 2026. Over the medium-to-long term we expect to add additional advanced features such as point-to-point, eyes-off and eventually personal level 4 and robotaxi capabilities for vehicles with the necessary hardware.

Autonomy+. Rivian is designing and developing advanced driver assistance features, including Autonomy+ available on every R2 and R1 starting with model year 2025 for a one-time or month-to-month fee which we began charging in April 2026. The Universal Hands-Free feature was released via an OTA update in December 2025 and is available on more than 3.5 million miles of roads in North America. Our Point to Point assisted driving feature is the next milestone on our roadmap with a limited rollout expected to begin later this year via the invitation-only Autonomy Early Access Program and anticipated to be available to all Autonomy+ subscribers in 2027. Point to Point will enable the customer to enter an address and supervise while their vehicle follows the route from start to finish. Over the medium-to-long-term, we expect to introduce advanced autonomous capabilities for consumer vehicles and robotaxis with the required hardware.

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Software Subscriptions. Across our consumer and commercial vehicles, we offer value added software subscriptions. 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+ In May 2026, we rolled out the which includes Rivian Assistant, with Connect+ now available on all R1 vehicles, and we plan to launch the feature on R2 vehicles. via an OTA update later in 2026. Powered by our proprietary, multi-modal AI foundation and an in-house agentic framework, the AI-powered Rivian Assistant gives drivers voice activated control over the vehicle s hardware and features.

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Ability to Attract New Customers. Our growth will depend in large part on our ability to attract new customers in the consumer and commercial vehicle markets. We have invested heavily in developing our ecosystem and plan to continue to do so. We 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, digital marketing campaigns, community events, and partnerships. along with digital marketing campaigns. To support demand generation, we have invested in our capabilities, such as expanding our retail customer engagement spaces ( spaces ), integrated sales and service locations, and demonstration drives, as well as building our sales and marketing team, technology, and infrastructure, which increases our costs. To generate and maintain demand, we may need to incur significantly higher and more sustained marketing and promotional expenditures than we have previously incurred.

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Seasonality. Historically, the automotive industry has experienced higher revenue in the spring and summer months. Additionally, we generally expect delivery volumes of commercial vehicle sales vehicles have been and are generally expected 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.

Government Programs and Incentives. 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. While certain such incentives, such as 30D and 45W tax credits for EV purchases or leases acquired after September 30, 2025, have been modified, challenged, or phased out, other incentives, such as the 45X tax credit for domestic battery production, remain available. Additionally, we have entered into a loan facility with the DOE, as well as 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 to support our Stanton Springs North Facility, and a Reimagining Energy and Vehicles ( 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. 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. 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. Additionally, if we are unable to fully offset higher costs through price increases or other measures, especially during periods of elevated inflation and interest rates, we could experience an adverse impact to our business, prospects, financial condition, results of operations, and cash flows.

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Three Months Ended June 30, Six Months Ended June 30,

Automotive $ 927 $ 1,143 $ 1,849 $ 2,051

Software and services 376 515 694 988

Total revenues 1,303 1,658 2,543 3,039

Automotive 1,262 1,179 2,092 2,149

Software and services 247 300 451 592

Total cost of revenues 1,509 1,479 2,543 2,741

Gross profit (206) 179 298

Research and development 410 466 791 924

Selling, general, and administrative 498 549 978 1,091

Total operating expenses 908 1,015 1,769 2,015

Loss from operations (1,114) (836) (1,769) (1,717)

Interest income 72 48 153 98

Interest expense (69) (68) (141) (133)

Other (expense) income, net (2) 18 105 496

Loss before income taxes (1,113) (838) (1,652) (1,256)

Provision for income taxes (2) 1 (4) 3

Net loss (1,115) (837) (1,656) (1,253)

Production volume 5,979 12,613 20,590 22,849

Delivery volume 10,661 12,194 19,301 22,559

Three Months Ended June 30, Six Months Ended June 30,

Revenues $ 927 $ 1,143 $ 216 23 % $ 1,849 $ 2,051 $ 202 11 %

Delivery volume 10,661 12,194 1,533 14 % 19,301 22,559 3,258 17 %

Three Months Ended September 30, Nine Months Ended September 30,

Automotive $ 1,142 $ 1,550 $ 2,991 $ 3,601

Software and services 416 605 1,110 1,593

Total revenues 1,558 2,155 4,101 5,194

Automotive 1,272 1,630 3,364 3,779

Software and services 262 349 713 941

Total cost of revenues 1,534 1,979 4,077 4,720

Gross profit 24 176 24 474

Research and development 453 485 1,244 1,409

Selling, general, and administrative 554 572 1,532 1,663

Total operating expenses 1,007 1,057 2,776 3,072

Loss from operations (983) (881) (2,752) (2,598)

Interest income 76 55 229 153

Interest expense (69) (74) (210) (207)

Other (expense) income, net (191) (8) (86) 488

Loss before income taxes (1,167) (908) (2,819) (2,164)

Provision for income taxes 1 1 (3) 4

Net loss (1,166) (907) (2,822) (2,160)

Less: Net income (loss) attributable to noncontrolling interest 2 (4) 7 6 (4) 13 2

Net loss attributable to common stockholders $ (1,117) (1,173) $ (833) (913) $ (1,662) (2,835) $ (1,249) (2,162)

Production volume 10,720 19,751 31,310 42,600

Delivery volume 13,201 19,248 32,502 41,807

Comparison of the Three and Six Nine Months Ended June September 30, 2025 and 2026

Three Months Ended September 30, Nine Months Ended September 30, (in millions, except delivery volume) 2025 2026 $ Change % Change 2025 2026 $ Change % Change

Revenues $ 1,142 $ 1,550 $ 408 36 % $ 2,991 $ 3,601 $ 610 20 %

Delivery volume 13,201 19,248 6,047 46 % 32,502 41,807 9,305 29 %

Automotive revenues increased for the three months ended June September 30, 2026 increased compared to the three months ended June September 30, 2025 primarily due to a 14% 46% increase in vehicle deliveries and a $103 an $80 million increase in revenues related to regulatory credits, which were partially offset by a decline in average vehicle selling price due to a higher mix of R2 and commercial van and R2 deliveries. For the three months ended June September 30, 2025 and 2026, automotive revenues related to regulatory credits were $3 $1 million and $106 $81 million, respectively.

Automotive revenues increased for the six nine months ended June September 30, 2026 increased compared to the six nine months ended June September 30, 2025 primarily due to a 17% 29% increase in vehicle deliveries and an $83 million increase in revenues related to regulatory credits, which was were partially offset by a decline in average vehicle selling price due to a higher mix of commercial van and R2 deliveries. For the nine months ended September 30, 2025 and 2026, automotive revenues related to regulatory credits were $162 million and $245 million, respectively.

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Three Months Ended June 30, Six Months Ended June 30,

Cost of revenues $ 1,262 $ 1,179 $ (83) (7) % $ 2,092 $ 2,149 $ 57 3 %

Gross profit $ (335) $ (36) $ 299 89 % $ (243) $ (98) $ 145 60 %

Production volume 5,979 12,613 6,634 111 % 20,590 22,849 2,259 11 %

Delivery volume 10,661 12,194 1,533 14 % 19,301 22,559 3,258 17 %

Automotive cost of revenues for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025, primarily driven by increased delivery volumes partially offset by a higher mix of commercial vans. For the six months ended June 30, 2025 and 2026, automotive cost of revenues included $256 million and $245 million of depreciation and amortization expense and $26 million and $22 million of stock-based compensation expense, respectively.

Three Months Ended September 30, Nine Months Ended September 30, (in millions, except production and delivery volumes) 2025 2026 $ Change % Change 2025 2026 $ Change % Change

Cost of revenues $ 1,272 $ 1,630 $ 358 28 % $ 3,364 $ 3,779 $ 415 12 %

Gross profit $ (130) $ (80) $ 50 38 % $ (373) $ (178) $ 195 52 %

Production volume 10,720 19,751 9,031 84 % 31,310 42,600 11,290 36 %

Delivery volume 13,201 19,248 6,047 46 % 32,502 41,807 9,305 29 %

Automotive cost of revenues increased 28% for the three months ended June September 30, 2026 decreased compared to the three months ended June September 30, 2025 despite the period-over-period primarily due to a 46% increase in vehicle deliveries. The decrease increased cost of revenues was primarily driven partially offset by a higher mix of commercial vans delivered lower per-unit material and produced, which reduced conversion costs during the three months ended June 30, 2026. The cost from a higher mix of materials R2 and warranty per unit delivered also improved, commercial van deliveries, as well as higher production levels and a refund receivable for certain tariffs imposed under the International Emergency Economic Powers Act ( IEEPA ) was recorded during the three months ended June September 30, 2026. For the three months ended June September 30, 2025 and 2026, automotive cost of revenues included $183 $123 million and $130 $157 million of depreciation and amortization expense and $18 $9 million and $11 million of stock-based compensation expense, respectively.

Automotive cost of revenues increased 12% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily due to a 29% increase in vehicle deliveries. The increased cost of revenues was partially offset by lower per-unit material and conversion costs from a higher mix of commercial van and R2 deliveries, as well as higher production levels and an IEEPA tariff refund receivable recorded during the nine months ended September 30, 2026. For the nine months ended September 30, 2025 and 2026, automotive cost of revenues included $379 million and $402 million of depreciation and amortization expense and $35 million and $33 million of stock-based compensation expense, respectively.

As we continue ramping R2 production, we have experienced and may continue to experience higher cost of revenues and gross profit losses as fixed costs are allocated across volumes lower than total capacity. For the three and six nine months ended June September 30, 2026, we recognized approximately $100 $120 million and $220 million, respectively, in incremental cost of revenues due to the ramp of R2 production as compared to production at more normalized levels. However, we expect gross profit losses to continue improving on a per-vehicle basis as we increase overall R2 production levels over the next several quarters.

Automotive gross profit losses improved for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025, primarily resulting from increases in delivery and production volumes at an improved per unit margin, an increase in revenues related to regulatory credits, and an IEEPA tariff refund receivable, partially offset by costs related to the ramp of R2 production. The severe weather that we experienced at our Normal Factory in April 2026 did not impact production.

Automotive gross profit losses improved for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025, primarily resulting from an increase increases in delivery volumes at an improved per unit margin, an increase in revenues related to regulatory credits, and an IEEPA tariff refund receivable, partially offset by costs related to the ramp of R2 production. We expect gross profit losses to continue improving on a per-vehicle basis as we increase overall R2 production levels over the next several quarters.

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and 66 more changes in the filing

Market risk 1 change

Our exposure to market risk as a result of our financial instruments for the year ended December 31, 2025 is described under Part II, Item 7A Quantitative and Qualitative Disclosures about Market Risk in the Form 10-K. During the six nine months ended June September 30, 2026, there were no material changes in our exposure to market risk as a result of our financial instruments.

Controls and procedures 2 changes

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Our management, with the participation of our Chief Executive Officer ( CEO ) and Chief Financial Officer ( CFO ) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act ) as of June September 30, 2026. Based on that evaluation, our CEO and CFO concluded that, as of June September 30, 2026, the Company s disclosure controls and procedures were effective at the reasonable assurance level.

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There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the three months ended June September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Legal proceedings 6 changes

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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 initial public offering ( IPO ) underwriters on behalf of a putative class of purchasers of Rivian common stock in our IPO. The three suits were consolidated under the caption Crews v. Rivian Automotive, Inc., et al., 22-cv-01524-JLS-E (C.D. Cal.). 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. 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. We believe the alleged stockholders claims are meritless. On October 23, 2025 the parties signed a Stipulation of Settlement and Plaintiffs filed a Motion for Preliminary Approval of the settlement. The Court held approval hearings and issued its Order granting final approval of the proposed settlement on May 20, 2026, and Judgment was entered on May 29, 2026.

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. (as a nominal defendant) in the Delaware Court of Chancery ( Barroso , 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. By Order dated March 11, 2026 the matter is stayed. On

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. 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. By Order dated July 16, October 13, 2026 the action is stayed through August 27, November 10, 2026. 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. (as a nominal defendant) in the Delaware Court of Chancery ( Pazyuk , Case No. 2025-1424-MTZ) and the US District Court, Central District of California ( Bondad , Case No. 8:25-cv-2819 and Wolfson , Case No. 8:25-cv-2820). These lawsuits allege claims for purported breach of fiduciary duties and seek unspecified monetary and injunctive relief, corporate governance changes, and attorneys fees. By Order dated June 29, May 19, 2026 the Pazyuk action is stayed through July 29, Bondad and Wolfson actions were consolidated under the caption In re Rivian Automotive, Inc. Stockholder Derivative Litigation (Case No. 8:25-cv-02819-JLS-E). A Consolidated Complaint was filed on September 4, 2026. On March 6, 2026 and April 24, 2026, 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 ( Chavakula , Case No. 2026-0298-MTZ and Casey, et al. , Case No. 2026-0528-MTZ). These lawsuits allege claims for purported breach of fiduciary duties and seek unspecified monetary and injunctive relief, corporate governance changes, and attorneys fees. On March 25, 2026, Defendants filed a Motion to Dismiss the Chavakula Complaint.

On May 31, 2024 an alleged stockholder filed a lawsuit in US District Court, Central District of California (Case No. 2:24-cv-04566) 2:24-cv-04566-CBM-PVC) against Rivian Automotive, Inc. and certain Company executives on behalf of a putative class of purchasers of Rivian common stock. 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. 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. (as a nominal defendant) in the Delaware Court of Chancery ( Barroso , Case No. 2026-0029-PAF). The lawsuit alleges claims for purported breach of fiduciary duties and seeks unspecified monetary and injunctive relief, corporate governance changes, and attorneys fees. On April 16, 2026, May 13, 2026, and July 10, 2026 and August 18, 2026, alleged stockholders filed derivative lawsuits, purportedly on behalf of Rivian Automotive, Inc., against certain current and former members of our board of directors, certain current and former Company executives and Rivian Automotive, Inc. (as a nominal defendant): Schamaun , US District Court, Central District of California, Case No. 8:26-cv-00924; Paul , US District Court, Central District of California, Case No. 8:26-cv-01170; and Bernos , Delaware Court of Chancery, Case No. 2026-0901-MTZ. 2026-0901-PAF; and Brichkowski , Delaware Court of Chancery, Case No. 2026-1082-PAF. These lawsuits allege claims for purported breach of fiduciary duties and seek unspecified monetary and injunctive relief, corporate governance changes, and attorneys fees. By Order dated August 12, 2026 the Schamaun and Paul matters were consolidated under the caption In re Rivian Automotive, Inc. Stockholder Derivative Litigation , US District Court, Central District of California Consolidated Case No. 8:26-cv-00924-CBM-PVC and by Order dated August 25, 2026 the consolidated matter is stayed. By Order dated September 11, 2026 the Barroso , Bernos and

Brichkowski matters were consolidated under the caption In re Rivian Automotive, Inc. Stockholder Litigation , Delaware Court of Chancery Consolidated Case No. 2026-0029-PAF and stayed.

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Risk factors 26 changes

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We have incurred net losses since our inception, including net losses of $1,656 $2,822 million for the six nine months ended June September 30, 2025 and $1,253 $2,160 million for the six nine months ended June September 30, 2026. We do not expect to be profitable for the foreseeable future as we continue to invest in our business, build capacity, and ramp up operations, and there is no assurance that we will ever achieve or be able to maintain profitability in the future. 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. In addition, we must effectively manage all aspects of our financial operations, including our sales and revenue flows, operating expenditures, capital expenditures, working capital, and cash flows. Further, we have in the past benefited from government incentives and tax credits and the sale of regulatory credits. Many of these programs have been modified or have been phased out. These changes have affected and, any additional changes could affect, our profitability and have had and could continue to have an adverse effect on our business, prospects, financial condition, results of operations, and cash flows. Additionally, we have experienced and may continue to experience cost increases as a result of changes to existing or future tariffs and other trade barriers, global conflicts and other geopolitical events. If we are unable to mitigate these cost increases, or if demand for our vehicles decreases due to the higher cost, economic uncertainty or global or domestic recession, our business, prospects, financial condition, results of operations, and cash flows could 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.

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Demand in the automobile industry is volatile. A number of factors can impact overall demand and consumer decisions on whether to purchase our vehicles, software or services, including changes in customer preferences, competitive developments, introduction of new vehicles and technologies, general economic or geopolitical conditions, increases in interest rates, increased tariffs, economic uncertainty and global or domestic recession, changes to or rollback of government incentives, regulatory changes, higher insurance premiums for EVs, lack of charging infrastructure, negative perceptions regarding EV demand and adoption, and any event or incident that generates negative media coverage about us or the safety or quality of EVs. We have less financial resources than more established competitors to withstand changes in the market and disruptions in demand. Reduced EV segment demand could lead to lower sales, revenue shortfalls, loss of customers, and increased inventory, which may result in further downward price pressure and adversely affect our business, prospects, financial condition, results of operations, and cash flows. These effects may also have a more pronounced impact on our business given our relatively smaller scale and financial resources as compared to other established competitors.

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A dditionally, Additionally, legislative and executive actions have reversed much of the previous administration s policy directives as it relates to emissions, clean energy, and EVs, and there have been efforts including in September 2026, the reduction of the Federal and state governments to scale back emissions regulations. Corporate Average Fuel Economy Standards. These efforts face legal challenges that could delay or alter their implementation. However, these efforts have reduced or eliminated governmental incentives and subsidies for EVs, , potentially chilling customer demand, impacting our future growth prospects and adversely affecting our business, prospects, financial condition, results of operations, and cash flows.

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In November 2024, we entered into a Joint Venture with Volkswagen Group focusi ng on vehicle electrical architecture and software development services. A significant portion of our software and services revenues has been from Volkswagen Group. Volkswagen-US Holding, Inc. (formerly known as Volkswagen International America, Inc.), a wholly-owned subsidiary of Volkswagen AG, beneficially owns shares of our capital stock representing 14.1% 14.0% of our voting power as of July 10, September 30, 2026. There can be no assurance that the Joint Venture will meet its operational objectives, or that we will achieve incremental benefits through savings on material costs, operating expense efficiencies, and future revenue opportunities as a result of the Joint Venture. Even if we were to achieve any of the anticipated benefits of the Joint Venture, it may take us longer than expected to fully realize those benefits or the benefits may ultimately be smaller than anticipated. Further, there is no assurance that the Joint Venture will lead to the successful expansion of the market applications for our software or that such applications will achieve market acceptance or prove to be profitable. An impact on our ability to recognize the benefits of the Joint Venture or any increased expenditure of our resources as a result of the Joint Venture may adversely affect our business, prospects, financial condition, results of operations, and cash flows.

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In connection with this partnership, Volkswagen Group made an initial equity investment in the Company of $1.0 billion, consisting of an unsecured convertible promissory note due June 2026 (the 2026 Convertible Note ) that converted into shares of our Class A common stock in December 2024 in accordance with its terms. In November 2024, we also received $1.3 billion from Volkswagen Group for inte llectual intellectual property licensed to Volkswagen Group. In addition, as of March 31, 2025, we achieved the Financial Milestone required for the first additional equity investment tranche. On June 30, 2025, we received from Volkswagen Group the first additional equity investment tranche of $1.0 billion in exchange for which we issued $750 million of our Class A common stock. On April 30, 2026, we received from Volkswagen Group the second additional equity investment tranche of $1.0 billion in exchange for Class A common stock. Volkswagen Group has also committed to make an additional equity investment of up to $460 million, subject to certain conditions, including the achievement of the corresponding milestone and obtaining relevant regulatory clearances, of which $210 million is being recognized as revenue over time for services provided by the Joint Venture. There can be no assurances that the conditions required for investment will be satisfied within the contemplated timeframe, or at all. In addition, the conversion of the 2026 Convertible Note and our issuance of $750 million shares of Class A common stock to Volkswagen Group on June 30, 2025 and $1.0 billion shares of Class A common stock to Volkswagen Group on April 30, 2026 resulted in the dilution of the ownership interests of existing stockholders, and Volkswagen Group s proposed additional equity investment in us will cause further dilution. In connection with the Joint Venture, Volkswagen Group has also committed to providing provided a $1.0 billion term loan facility to the Joint Venture, , available in October 2026, the proceeds of which would be were 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. We refer to these loans together as the JV Loan . Availability of the JV Loan is subject to customary financing conditions which must be satisfied during October 2026, and there can be no assurance that any such conditions will be met. Any incremental incurrence of debt under the JV Loan would result in increased debt service obligations and additional restrictive covenants relating to our capital raising activities and other financial and operational matters.

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Shortages and delays in the supply of certain raw materials, components and equipment necessary to produce our vehicles, and the various internal designs and processes we adopted in an effort to remedy or mitigate impacts of such disruptions and delays have resulted in, and may in the future result in, higher costs, including as a result of the unprecedented demand for compute infrastructure, memory and related hardware and power. If our suppliers experience substantial financial difficulties or work stoppages, cease operations, or otherwise face business disruptions, or choose to de-prioritize their supply to us, we would be required to take measures to ensure raw materials, components and equipment remain available. A number of our suppliers have notified us of potential supply chain impact due to tariffs and other trade barriers. Our renegotiation with such suppliers to address such tariffs and trade barriers has resulted in, and may, in the future, result in increased costs. If we are unsuccessful in such renegotiation, or if any of our suppliers experience continued business disruptions as a result of such tariffs or trade barriers, we may experience disruptions and delays. The delay or unavailability of any raw material, component, or equipment or supplier disruption has resulted, and could in the future result in production delays, idle manufacturing facilities, product design changes, loss of access to important technology and tools for producing and supporting our products and services, and increased costs, any of which could negatively affect our business, prospects, financial condition, results of operations, and cash flows.

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A significant portion of our automotive revenues has been from Amazon Logistics, Inc. ( Logistics ). Amazon is the parent company of both Logistics and Amazon.com NV Investment Holdings LLC, which beneficially owns shares of our capital stock (including shares issuable upon the exercise of a warrant to purchase 3,723,050 shares of Class A common stock, as amended) representing 10.9% 10.8% of our voting power as of July 10. September 30, 2026.

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We offer financing and leasing arrangements for our vehicles through financial institutions. We have an exclusive relationship with one financial institution for leasing in the United States. We cannot provide assurance that the relationships with those financial institutions will continue to provide the appropriate financial solutions to us and our customers and on acceptable terms or that we will be able to expand our leasing program to more states in a timely manner or at all. We believe our diverse customer base requires a diverse and attractive range of financing and leasing options. Failure to offer a variety of financing and leasing options may limit our ability to adequately grow vehicle sales and attract sufficient demand for our 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. Lower than expected market values could negatively impact our projected residual values, which would make our leasing program less attractive to customers. Declining market values would also subject us to negative financial impacts from risk sharing arrangements in our leasing program. We have made in the past, and may make in the future, certain adjustments to our prices from time to time in the ordinary course of business, which may impact the residual values of our vehicles and thereby negatively impact the performance of our leasing program. In addition, recent governmental and regulatory actions have repealed and, in some cases, restricted availability of certain tax credits to our leasing customers. These changes and further adverse change in the future availability of certain tax credits to our leasing customers may have a negative impact on the demand for our vehicles.

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The future of the National Electric Vehicle Infrastructure Formula Program, which began to expand the network of electric vehicle charging stations nationwide, continues to remain uncertain and is scheduled to end after 2026. The continued uncertainty could delay funding under the National Electric Vehicle Infrastructure Formula Program and thus delay deployment of charging infrastructure, impacting consumer confidence and demand for EVs.

The future of the National Electric Vehicle Infrastructure Formula Program ( NEVI ) continues to remain uncertain. NEVI funding allocations to states currently end after Fiscal Year 2026 and it is uncertain whether additional funding will be allocated. Additionally, the Federal Highway Administration ( FHWA ) has proposed increasing the Build American Buy American requirements for Electric Vehicle Chargers from the current 55% domestic content, to up to 100% domestic content. The uncertainty of this possible increased domestic content rule and the uncertainty of additional funding in future years could impact and possibly delay deployment of charging infrastructure, impacting consumer confidence and demand for EVs.

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We may be unable to keep up with changes in EV technology or alternatives to electricity as a fuel source and, as a result, our competitiveness may suffer. Developments in alternative technologies, such as advanced diesel, hydrogen, ethanol, fuel cells, or compressed natural gas, other EV business models, such as battery swapping, hybrid, or range extended vehicles, or improvements in the fuel economy of ICE vehicles or the cost of such fuels, may materially and adversely affect our business, prospects, financial condition, results of operations in ways we do not currently anticipate. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced EVs, and existing and other battery cell technologies, fuels, or sources of energy may emerge as customers preferred alternative to our vehicles. Any of these, including any failure by us to anticipate customers rapidly changing needs, expectations, and preferences, could result in the loss of competitiveness of our vehicles, software and services, decreased revenues, and a loss of market share to competitors. Our research and development efforts may not be sufficient to adapt to changes in alternative fuel and EV technology.

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In addition, Dr. Scaringe serves as a trustee of the Rivian Foundation and is Chairman of the boards of Also, Inc. and Mind Robotics Rivian s Chief Financial Officer, Claire McDonough, serves as Treasurer of the Rivian Foundation and serves on the board of the Joint Venture and Rivian s Chief Administrative Officer, Michael Callahan, serves on the board of Mind Robotics. . Further, certain of our key employees are also employed by the Joint Venture and/or serve on the board of the Joint Venture. The positions held by these directors and executive officers may give rise to fiduciary or other duties in conflict with the duties they owe to us and which could divert their attention and create, or appear to create, potential conflicts with the allocation of such employees time between Rivian and the Joint Venture.

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As of June September 30, 2026, our total principal amount of our outstanding indebtedness was $4.5 billion. As of June September 30, 2026, we had no borrowings under our senior secured asset-based revolving credit facility (the ABL Facility ) and $228 million of letters of credit outstanding. On October 7, 2026, the JV Loan was funded in the full committed amount of $1 billion. In addition, in January 2025 we entered into the DOE Loan, which was amended in April 2026, pursuant to which, subject to the satisfaction of certain conditions precedent to borrowing, we may borrow up to approximately $4.5 billion of term debt to finance the construction and development of our Stanton Springs North Facility. Further, in April 2025, we amended our ABL Facility to allow us to incur borrowings under our DOE Loan and to extend the Facility s maturity to April 2030 from April 2028. In June 2025, we refinanced our existing senior secured floating rate notes due October 2026 by issuing $1.3 billion aggregate principal amount of 10% senior secured green notes due January 2031 ( 2031 Green Secured Notes ). The indenture governing the 2031 Green Secured Notes also permits us to incur borrowings under our DOE Loan. Subject to the limitations in the terms of our existing and future indebtedness, we and our subsidiaries may incur additional debt in the near-and long-term, secure existing or future debt, or refinance our debt.

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The credit agreement governing the ABL Facility, the Indenture, the DOE Loan (if and when funded) and the JV Loan, (if and when funded), each contain, and future debt agreements may contain, restrictive covenants, that, among other things, limit our ability to transfer or dispose of assets, merge with other companies or consummate certain changes of control, acquire other companies, incur additional indebtedness and liens and enter into new businesses, and require us to satisfy certain financial covenants, including, with respect to the ABL Facility and the DOE Loan (if and when funded), a minimum liquidity covenant. The indentures governing the green convertible unsecured senior notes due March 2029 ( 2029 Green Convertible Notes ) and the green convertible unsecured senior notes due October 2030 ( 2030 Green Convertible Notes and together with the 2029 Green Convertible Notes , the Green Convertible Notes ) also contain certain restrictive covenants. We therefore may not be able to engage in certain transactions unless we or certain of our subsidiaries obtain the consent of the lenders or noteholders or terminate, amend or refinance the credit agreement governing the ABL Facility , the indenture governing the 2031 Green Secured Notes , the DOE Loan , the JV Loan , the Green Convertible Notes or any future debt agreements, if applicable, which may limit our operating flexibility. In addition, the ABL Facility and the 2031 Green Secured Notes are currently secured by, substantially all of the assets (excluding intellectual property) of Rivian Holdings, LLC and its material domestic subsidiaries (other than certain excluded subsidiaries). If and when funded, the DOE Loan will be secured by, among other things, the same assets (other than the inventory, receivables and certain deposit accounts that secure the ABL Facility on a first-priority basis) and by all project and other assets relating to our Stanton Springs North Facility . The total principal amount of our secured debt, which we expect will increase significantly upon our accessing funds under the DOE Loan , together with our limited pool of unencumbered assets, may impair our financing flexibility in the future, including our ability to refinance our existing debt on favorable terms or at all. Although the JV Loan is non-recourse to Rivian Automotive, Inc. or any of its subsidiaries (other than the Joint Venture Equityholder ), its terms require that we comply with restrictive covenants that are substantially the same as our ABL Facility , as then in effect. In addition, if and when funded, the JV Loan will be is 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 .

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Any inability to comply with the terms of the credit agreement governing the ABL Facility, the indenture governing the 2031 Green Secured Notes, the DOE Loan (if and when funded), the JV Loan, (if and when funded), the Green Convertible Notes, or any future debt agreement, including failing to make scheduled payments or to meet the financial covenants, would adversely affect our business, prospects, financial condition, results of operations, and cash flows.

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Further, an employee of one of our stockholders and its affiliates serve serves on our board of directors and retains his position with such stockholder or its affiliates. Given such relationship, and despite his fiduciary duties as a director and the rules applied by our board of directors to handle conflicts of interest, this individual s positions may create, or create the appearance of, conflicts of interest when he is asked to make decisions that could have different implications for such stockholder or its affiliates than the decisions have for us or our other stockholders or customers.

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Malicious actors, including sophisticated nation-state and nation-state supported actors, engage in intrusions and attacks that create risks for our and our vendors and suppliers Technology Systems, vehicles, products and services and the information they store and process, including malicious code (such as viruses and worms), phishing attempts, employee theft or misuse, denial of service attacks, and ransomware attacks. Although we have implemented security measures designed to prevent such attacks, our networks and systems have in the past been and may in the future 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. Further, any breach in our data security could allow malicious parties to access sensitive systems, such as our product lines and the vehicles themselves. Such access could adversely impact the safety of our employees and customers. While we seek to learn from all attacks directed at us and implement remedial measures where necessary under the framework of our cybersecurity risk management program we have developed and expect our suppliers to do the same, we cannot guarantee that such remedial measures will prevent material cybersecurity incidents in the future. We also face increasing and evolving disclosure obligations related to cyber and other security events. Despite our cybersecurity risk management program and processes, we may fail to meet our existing or future disclosure obligations and/or may have our disclosures misinterpreted.

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Our brand, reputation and ability to attract customers depends on the reliable performance of our vehicles and the supporting systems, technology, and infrastructure, including systems, technology and infrastructure provided to us by third-party service providers. 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. 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. Third-party services have been and may be subject to errors, disruptions, security issues, or other performance deficiencies.

Our brand, reputation and ability to attract customers depends on the reliable performance of our vehicles and the supporting systems, technology, and infrastructure, including systems, technology and infrastructure provided to us by third-party service providers. 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. 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. Third-party services have been and may be subject to errors, disruptions, security issues, or other performance deficiencies. In addition, if third party services are updated such that our platforms become incompatible, if these services, software, or hardware fail or become unavailable due to extended outages, interruptions, defects, or otherwise, or if they are no longer available on commercially reasonable terms or prices or at all, our business can be negatively impacted in a number of ways, including in errors or defects in our products and services, failure of our products and services which could adversely affect the experience of our customers, our reputation, and brand, exposure to legal or contractual liability, an increase in our expenses, and interruption in our ability to manage our operations, all of which may take significant time and resources, increase our costs, and could adversely affect our business prospects, financial condition, results of operations, and cash flows. We may also have additional liability to our customers which may not be fully compensated by third-party service providers or insurance.

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Our business is subject to the imposition of tariffs and other trade barriers, which may make it more costly for us to export our vehicles to other countries, and to import raw materials and components for our vehicles or delay or disrupt our supply of raw materials and components. For example, the United States government has announced or imposed tariffs on specific sectors and countries, which has resulted, and may continue to result, in increased costs for goods imported into the United States. In response to these tariffs, a number of United States trading partners have imposed retaliatory tariffs on certain United States products, which may make it more costly for companies to export products to those countries. Although the United States is negotiating new trade deals with many countries, there is uncertainty surrounding the types of tariffs or other trade barriers that may be imposed by both the United States and other countries. For example, China's changes to its export control requirements on certain materials, including rare earth minerals, have impacted, and could continue to impact, our ability to receive raw materials and components, costs and production. Additionally, the United States government has provided for tariff offset credits for automobile manufacturers with domestic vehicle assembly. Any reduction or loss of these offsets, or failure to qualify for these offsets in the future, in the event of policy, production or eligibility changes could increase our costs and adversely affect our results of operations. If we continue to experience cost increases as a result of existing or future tariffs or other trade barriers, and are unable to pass on such additional costs to our customers, or otherwise mitigate the costs, or if demand for our exported vehicles decreases due to the higher cost, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected. For example, while we have filed for eligible International Emergency Economic Powers Act ( IEEPA ) tariff refunds, there is a lack of clarity on when or if all refunds will be received due to legal and process challenges. The resulting environment of retaliatory trade or other practices or additional trade restrictions or barriers has harmed, and could continue to harm, our ability to obtain necessary raw materials, components and equipment and could harm our ability to sell our products and services at prices customers are willing to pay, which could have a material adverse effect on our business, prospects, results of operations, and cash flows. Relatedly, trade policies could lead to an incr easing number of competitors entering the United States, thereby creating more competition.

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November 2026, on the five-year anniversary of the closing of our IPO, all issued and outstanding shares of Class B common stock will automatically convert into an equivalent number of shares of Class A common stock.

Our executive officers, directors, and stockholders who owned more than 5% of our outstanding common stock before our IPO and their respective affiliates, in the aggregate, hold shares representing approximately 27.9% 27.7% of the voting power of our outstanding capital stock as of July 10, September 30, 2026 and could significantly influence all matters submitted to our stockholders for approval, as well as our management and affairs, particularly if they were to choose to act together. For example, these persons, if they choose to act together, would control or significantly influence the election of directors and approval of any merger, consolidation, or sale of substantially all of our assets, regardless of whether or not other stockholders believe that such action is in their best interest. This concentration of ownership control may delay or prevent a change in control; entrench our management and our board of directors, or impede a merger, consolidation, takeover, or other business combination involving us that other stockholders may desire.

In addition, each share of our Class B common stock is entitled to ten votes, while each share of our Class A common stock entitles its holder to one vote. An affiliate of our Founder and CEO, Robert J. Scaringe, holds all outstanding shares of our Class B common stock. Due to our dual class structure, affiliates of Dr. Scaringe hold shares of our common stock representing, in the aggregate, approximately 3.3% 3.4% of the voting power of our outstanding capital stock but 1.0% 1.1% of the total shares of common stock outstanding as of July 10, September 30, 2026. Pursuant to the terms of our Restated Certificate of Incorporation, in November 2026, on the five-year anniversary of the closing of our IPO, all issued and outstanding shares of Class B common stock will automatically convert into an equivalent number of shares of Class A common stock.

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As of June September 30, 2026, all of our directors and executive officers and other record holders are able to sell our shares freely in the public market, except that any shares held by our affiliates, as defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with Rule 144. In addition, as of June September 30, 2026, we had stock options and restricted stock units ( RSUs ) outstanding, as well as other stock-based awards and shares underlying our 2021 Employee Stock Purchase Plan ( ESPP ) that, if fully exercised, vested, or settled, would result in the issuance of approximately 166 161 million shares of Class A common stock. All of the shares of Class A common stock issuable upon the exercise of stock options, and the shares reserved for future issuance under our equity incentive plans, are registered under the Securities Act. Accordingly, these shares can be freely sold in the public market upon issuance subject to applicable vesting requirements, compliance by affiliates with Rule 144, and other restrictions provided under the terms of the applicable plan and/or the award agreements entered into with participants, and any such sales could adversely affect the market price of our Class A common stock.

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We currently intend to retain any future earnings to finance the operation and expansion of our business and we do not expect to declare or pay any dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of the board of directors. As a result, stockholders must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Moreover, the terms of our ABL Facility, the indenture governing the 2031 Green Secured Notes, the DOE Loan (if and when funded), and the JV Loan (if and when funded) restrict the ability of certain of our subsidiaries to pay dividends to us, and any additional debt we may incur in the future may restrict our ability to declare or pay cash dividends or make distributions. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our Class A common stock.

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Our insurance strategy is to maintain insurance coverage for various types of risks, including property, products liability, casualty, management liability, cyber liability, and other risks similar to other companies with our risk profile that are normal and customary in the market and in our industry and available in the current insurance market. We place our insurance coverage with financially sound carriers per AM Best, a credit rating agency for the insurance industry, and in numerous jurisdictions. The types and amounts of insurance we carry may vary from time to time and limits and retentions vary depending on availability, cost, and our decisions with respect to risk retention and coverage. 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. 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. Certain of our carriers have issued denials of coverage and reservations of rights in connection with currently-pending litigation and may do so with respect to future claims, litigation or other legal proceedings. In addition, the insurance market for advanced driver assistance capabilities is evolving, with some insurers taking more restrictive coverage positions for software as a service and advanced driver assistance related exposures. We are currently have been involved in, and in the future may be involved in, legal disputes regarding insurance coverage and we may incur additional costs to defend these legal disputes. Losses that are not covered by insurance may be substantial and/or unpredictable and may adversely affect our financial condition and results of operations. Further, insurance coverage may not continue to be available to us, such as product recall insurance, or, if available, may be at a significantly higher cost, such as earthquake insurance, based on insurance market conditions, our specific industry, and/or a change in our risk profile. This may require a change in our insurance purchasing philosophy and strategy, which can result in the assumption of greater risks to offset insurance market fluctuations. In addition, while we may require our vendors and suppliers to maintain insurance, we have no control over the adequacy of their insurance, and their vendors, suppliers and/or subcontractors insurance, nor their insurers financial ability to pay claims, including any contingent business interruption claim from a direct or indirect loss to Rivian from vendor or supplier downtime.

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Other information 3 changes

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On June 1, 2026 , Robert J. Scaringe , the Company s Founder and Chief Executive Officer , terminated a Rule 10b5-1 trading arrangement previously adopted on March 14, 2025 and amended on June 11, 2025. On June 12, 2026 , Dr. Scaringe adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, for the sale of up to 1,142,025 shares of the Company s Class A common stock. Dr. Scaringe s Rule 10b5-1 trading arrangement is scheduled to expire no later than September 15, 2027 .

On June 12, 2026 , Michael Callahan , the Company s Chief Administrative Officer and Chief Legal Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, for the sale of up to 550,000 shares of the Company s Class A common stock. Mr. Callahan s Rule 10b5-1 trading arrangement is scheduled to expire no later than June 12, 2027 .

Except for the foregoing, None of the Company s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, each as defined in Item 408(a) of Regulation S-K, during the three months ended June September 30, 2026.

Exhibits 5 changes

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10.1 Amended and Restated Loan Arrangement and Reimbursement and Sponsor Support Agreement, effective as of April 30, 2026, by and among Rivian New Horizon, LLC, Rivian Automotive, Inc. and the United States Department of Energy

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Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to provide copies of any of the omitted exhibits upon request by the Securities and Exchange Commission.

Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

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Dated: July 30, October 29, 2026 (Principal Executive Officer)

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Dated: July 30, October 29, 2026 (Principal Financial Officer)