Rivian Automotive, Inc. / DE

Previous wording

Our zonal network architecture and software stack serves as the basis for Rivian and VW Group Technology, LLC (the “Joint Venture”). We expect the Joint Venture to develop industry-leading software-enabled features and capabilities to address global markets and segments across a variety of vehicle platforms.

Current wording

Our zonal network architecture and software stack serves as the basis for Rivian and Volkswagen Group Technologies, LLC (the “Joint Venture”). We expect the Joint Venture to develop industry-leading software-enabled features and capabilities to address global markets and segments across a variety of vehicle platforms.

Previous wording

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

Current wording

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

Previous wording

During the six months ended June 30, 2025, we produced 20,590 vehicles and delivered 19,301 vehicles.

Current wording

During the nine months ended September 30, 2025, we produced 31,310 vehicles and delivered 32,502 vehicles.

Previous wording

We have earned tradable credits in the operation of our business under various regulations related to ZEVs, greenhouse gas, fuel economy, and clean fuel. As the state of these programs is uncertain, the ability to generate and sell credits is also changing. We sell these credits to other regulated entities who can use the credits to comply with emission standards and other regulatory requirements. Many of the programs governing such tradable credits have been modified or are being phased out, and our ability to continue earning and selling the corresponding credits is uncertain at this time.

Current wording

We have earned tradable credits in the operation of our business under various regulations related to ZEVs, greenhouse gas, fuel economy, and clean fuel. As the state of these programs is uncertain, the ability to generate and sell credits is also changing. We sell these credits to other regulated entities who can use the credits to comply with emission standards and other regulatory requirements. Many of the programs governing such tradable credits have been or may be modified or are being phased out, and our ability to continue earning and selling the corresponding credits is uncertain at this time.

Previous wording

•Charging. We design, develop, manufacture, and operate the Rivian Adventure Network Direct Current fast chargers (the “Rivian Adventure Network”) at sites across North America. Our solutions are designed to be cost effective and aim to deliver clean energy to our customers while offering a convenient and seamless charging experience. In the fourth quarter of 2024, we began opening up the Rivian Adventure Network to non-Rivian EVs allowing us to increase the utilization of our network.

Current wording

•Charging. We operate the Rivian Adventure Network at sites across North America. The network consists of Direct Current fast chargers that we designed, developed and manufactured to be cost effective. We aim to deliver clean energy to our customers while offering a convenient and seamless charging experience. In the fourth quarter of 2024, we began opening up the Rivian Adventure Network to non-Rivian EVs allowing us to increase the utilization of our network.

Previous wording

•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 currently have low brand awareness but expect investments in our marketing and communication strategy over the long term to translate into substantial increases in brand awareness, resulting in more sales of our vehicles and increasing our base of customers. Marketing activities include brand campaigns, community events, and partnerships along with digital marketing campaigns, such as the launch of the California Dune Edition and a major presence at South by Southwest, where we showcased our vehicles and technology to a broad audience, in the first quarter of 2025. In 2025, we expect our total deliveries to be derived primarily from new orders generated during the year. However, our current incoming order rate for our R1 vehicles must improve for us to meet our delivery targets. To support demand generation, we are in the process of implementing new capabilities, such as expanding our retail customer engagement spaces (“spaces”), expanding our demonstration drives and building our sales and marketing team, technology, and infrastructure, which increases our costs. To generate and maintain demand, we expect to incur significantly higher and more sustained marketing and promotional expenditures than we have previously incurred to attract customers. Our future success will also depend on growing our base of commercial customers. We have entered into pilot programs for, and begun deliveries of, Rivian Commercial Vans. The evaluation process for commercial customers may be longer, with complex procurement and budgeting considerations, and additional investments in customer education may be necessary to increase awareness. An inability to attract sufficient new customers at appropriate vehicle pricing points would substantially impact our ability to grow revenues and improve our financial performance.

Current wording

•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 currently have low brand awareness but expect investments in our marketing and communication strategy over the long term to translate into substantial increases in brand awareness, resulting in more sales of our vehicles and increasing our base of customers. Marketing activities include brand campaigns, community events, and partnerships along with digital marketing campaigns. In 2025, we expect our total deliveries to be derived primarily from new orders generated during the year. However, our current incoming order rate for our R1 vehicles must improve for us to meet our delivery targets. To support demand generation, we are in the process of implementing new capabilities, such as expanding our retail customer engagement spaces (“spaces”), expanding our demonstration drives and building our sales and marketing team, technology, and infrastructure, which increases our costs. To generate and maintain demand, we may need to incur significantly higher and more sustained marketing and promotional expenditures than we have previously incurred to attract customers. Our future success will also depend on growing our base of commercial customers. We have entered into pilot programs for, and begun deliveries of, Rivian Commercial Vans. The evaluation process for commercial customers may be longer, with complex procurement and budgeting considerations, and additional investments in customer education may be necessary to increase awareness. An inability to attract sufficient new customers at appropriate vehicle pricing points would substantially impact our ability to grow revenues and improve our financial performance.

Previous wording

•Ability to Manage Costs. Selling our vehicles profitably requires successful and timely execution against multiple cost reduction objectives across the vehicle and our manufacturing operations. The production capacity at our manufacturing facility in Normal, Illinois (“Normal Factory”) is operating significantly below full vehicle production rate capacity. This lower utilization of plant capacity results in the cost of revenues to operate the plant being much higher per unit of production than would be the case if we were manufacturing at capacity. Initial production of R2 will be at our Normal Factory, resulting in the expansion of production capacity to approximately 215,000 units of annual production. Significant capital expenditures are required to support the integration of R2 into our Normal Factory. Our future profitability depends upon our ability to scale our production and delivery operations more efficiently at a lower cost per unit. Following the plant retooling upgrade during 2024, we are experiencing improved manufacturing efficiencies. As our production capabilities continue to mature, we anticipate these benefits to reduce our cost per vehicle. The introduction of our second generation R1 vehicles has reduced material costs as a result of engineering design changes and improvements in supplier commercial terms. In addition, we expect to leverage previous technologies and platforms while growing sales and service infrastructure to support R2. Achieving cost reductions requires, among other things, a timely launch and associated ramp of R2 and scaling our vehicle production volumes, timely introduction of new components and technologies into production, negotiation of unit price reductions with suppliers, management of our labor and logistics costs, and pursuing opportunities to drive down warranty costs. Should we not achieve such reductions in a timely manner, we could experience adverse impacts to our gross margin and consequently overall profitability. We plan to shut down our Normal Factory for approximately three weeks starting late in the third quarter of 2025 to integrate key elements of our manufacturing process in preparation for the planned start of R2 production in the first half of 2026, which will temporarily impact our production and utilization, resulting in higher cost of revenues on a per-unit basis during the period. We believe that the expansion of our production capacity at our Normal Factory to 215,000 units of annual production will allow us to drive greater capital efficiency. Any delays in the timing or execution of these investments could have an adverse impact on our prospects, financial condition, results of operations, and cash flows.

Current wording

•Ability to Manage Costs. Selling our vehicles profitably requires successful and timely execution against multiple cost reduction objectives across the vehicle and our manufacturing operations. The production capacity at our manufacturing facility in Normal, Illinois (“Normal Factory”) is operating significantly below full vehicle production rate capacity. This lower utilization of plant capacity results in the cost of revenues to operate the plant being much higher per unit of production than would be the case if we were manufacturing at capacity. Initial production of R2 will be at our Normal Factory, resulting in the expansion of production capacity to approximately 215,000 units of annual production. Significant capital expenditures are required to support the integration of R2 into our Normal Factory. Our future profitability depends upon our ability to scale our production and delivery operations more efficiently at a lower cost per unit. Following the plant retooling upgrade during 2024, we are experiencing improved manufacturing efficiencies. As our production capabilities continue to mature, we anticipate these benefits to reduce our cost per vehicle. The introduction of our second generation R1 vehicles has reduced material costs as a result of engineering design changes and improvements in supplier commercial terms. In addition, we expect to leverage previous technologies and platforms while growing sales and service infrastructure to support R2. Achieving cost reductions requires, among other things, a timely launch and associated ramp of R2 and scaling our vehicle production volumes, timely introduction of new components and technologies into production, negotiation of unit price reductions with suppliers, management of our labor and logistics costs, and pursuing opportunities to drive down warranty costs. Should we not achieve such reductions in a timely manner, we could experience adverse impacts to our gross margin and consequently overall profitability. In late September and early October 2025, we completed upgrades to the paint shop in the Normal Factory, enabling an increase in production capacity to 215,000 units annually, allowing us to drive greater capital efficiency. Any delays in the timing or execution of these investments could have an adverse impact on our prospects, financial condition, results of operations, and cash flows.

Previous wording

•Ability to Drive Adoption of our Software and Services. Software and services are a key part of our growth strategy. We offer a variety of software and services, including vehicle electrical architecture and software development services, remarketing, vehicle repair and maintenance, charging, vehicle accessories, financing, insurance, and FleetOS solutions that we believe will grow our revenues outside of vehicle sales. We continue to develop core technologies that enhance our customers’ experience including our autonomy platform. We believe our autonomy platform and other technologies represent an advantage to Rivian. In addition, in 2024 we began offering Connect+, a subscription-based streaming and connectivity service, and we expect to offer Rivian Autonomy Platform+, a premium expansion of automated driver assistance support, in the future. As we increase our base of Rivian customers and expand our software and services portfolio, we expect our customers to expand their usage of our software and services offerings over the full lifecycle of their vehicle ownership. We believe the software and services portion of our business will have the benefit of enabling a higher-margin, recurring revenue stream for each vehicle, thereby improving our margin profile. Our ability to grow revenues and our long-term financial performance will depend in part on our ability to drive adoption of these offerings at profitable price points.

Current wording

FleetOS solutions that we believe will grow our revenues outside of vehicle sales. We continue to develop core technologies that enhance our customers’ experience including our autonomy platform. We believe our autonomy platform and other technologies represent an advantage to Rivian. In addition, in 2024 we began offering Connect+, a subscription-based streaming and connectivity service, and we expect to offer Rivian Autonomy Platform+, a premium expansion of automated driver assistance support, in the future. As we increase our base of Rivian customers and expand our software and services portfolio, we expect our customers to expand their usage of our software and services offerings over the full lifecycle of their vehicle ownership. We believe the software and services portion of our business will have the benefit of enabling a higher-margin, recurring revenue stream for each vehicle, thereby improving our margin profile. Our ability to grow revenues and our long-term financial performance will depend in part on our ability to drive adoption of these offerings at profitable price points.

Previous wording

•Ability to Invest in our Production and Capabilities. We believe that customer acquisition and retention is contingent on our ability to produce innovative offerings, including vehicles that deliver a broad combination of performance, utility, and capability, as well as software and services that enhance the ownership journey through new features, functions, and a best-in-class customer experience. To this end, we intend to continue making investments, including technology updates, to drive growth as we scale vehicle production and deliveries, expand our offerings, and strengthen our core capabilities. As we invest in our business for long-term growth, leading to increases in operating expenses as well as capital expenditures, we may experience manufacturing shutdowns and additional losses, which could delay our ability to achieve profitability and positive operating cash flow. We believe that the expansion of our production capacity at our Normal Factory to 215,000 units of annual production will allow us to drive greater capital efficiency. Any delays in the timing or execution of these investments could have an adverse impact on our prospects, financial condition, results of operations, and cash flows. Furthermore, we anticipate that these future investments could require significant external debt and/or equity financing.

Current wording

•Ability to Invest in our Production and Capabilities. We believe that customer acquisition and retention is contingent on our ability to produce innovative offerings, including vehicles that deliver a broad combination of performance, utility, and capability, as well as software and services that enhance the ownership journey through new features, functions, and a best-in-class customer experience. To this end, we intend to continue making investments, including technology updates, to drive growth as we scale vehicle production and deliveries, expand our offerings, and strengthen our core capabilities. As we invest in our business for long-term growth, leading to increases in operating expenses as well as capital expenditures, we may experience manufacturing shutdowns and additional losses, which could delay our ability to achieve profitability and positive operating cash flow. In September 2025, we held a groundbreaking ceremony at our manufacturing facility near the city of Social Circle, Georgia (the “Stanton Springs North Facility”), which we expect to begin constructing in 2026 to support production of our MSP. In late September and early October 2025, we completed upgrades to the paint shop in the Normal Factory, enabling an increase in production capacity to 215,000 units annually, allowing us to drive greater capital efficiency. Any delays in the timing or execution of these investments could have an adverse impact on our prospects, financial condition, results of operations, and cash flows. Furthermore, we anticipate that these future investments could require significant external debt and/or equity financing.

Previous wording

•Government Incentives. There are various government policies, grants, loans, and other incentives, including regulatory credits, designed to increase EV adoption, support the production of EVs and related technologies, and promote the use of alternative fuels, among other objectives. While the OBBBA that was signed into law on July 4, 2025, ends certain such incentives, such as 30D and 45W tax credits for EV purchases or leases acquired after September 30, 2025, other incentives, such as the 45X tax credit for domestic battery production, remain. Additionally, we have entered into a loan facility with the DOE, an amended agreement with the Economic Development Agreement with the State of Georgia and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County to support our manufacturing facility near the city of Social Circle, Georgia (the “Stanton Springs North Facility”), and a REV Tax Credit Agreement with the State of Illinois acting by and through the Department of Commerce and Economic Opportunity (“DCEO”) through which we are eligible for an incentive package to support the renovation and 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 these or other similar incentives, or failure of our vehicles to meet tax credit eligibility requirements, could have a direct impact on demand for our vehicles and a material adverse impact on our business, prospects, financial condition, results of operations, and cash flows. In addition, we earn tradable credits in the operation of our business under various regulations related to zero emission vehicles, greenhouse gas, fuel economy, renewable energy, and clean fuel. We have contracted and intend to sell these credits to other regulated entities who can use the credits to comply with emission standards, renewable energy procurement standards, and other regulatory requirements. Many of the programs governing such tradable credits have been modified or are being phased out, and our ability to continue earning and selling the corresponding credits is uncertain at this time.

Current wording

•Government Incentives. There are various government policies, grants, loans, and other incentives, including regulatory credits, designed to increase EV adoption, support the production of EVs and related technologies, and promote the use of alternative fuels, among other objectives. While the OBBBA that was signed into law on July 4, 2025, ended certain such incentives, such as 30D and 45W tax credits for EV purchases or leases acquired after September 30, 2025, other incentives, such as the 45X tax credit for domestic battery production, remain. Additionally, we have entered into a loan facility with the DOE, an amended agreement with the Economic Development Agreement with the State of Georgia and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County to support our Stanton Springs North Facility, and a REV Tax Credit Agreement with the State of Illinois acting by and through the Department of Commerce and Economic Opportunity (“DCEO”) through which we are eligible for an incentive package to support the renovation and 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 these or other similar incentives, or failure of our vehicles to meet tax credit eligibility requirements, could have a direct impact on demand for our vehicles and a material adverse impact on our business, prospects, financial condition, results of operations, and cash flows. In addition, we earn tradable credits in the operation of our business under various regulations related to zero emission vehicles, greenhouse gas, fuel economy, renewable energy, and clean fuel. We have contracted and intend to sell these credits to other regulated entities who can use the credits to comply with emission standards, renewable energy procurement standards, and other regulatory requirements. Many of the programs governing such tradable credits have been or may be modified or are being phased out, and our ability to continue earning and selling the corresponding credits is uncertain at this time.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2024 and 2025

Current wording

Comparison of the Three and Nine Months Ended September 30, 2024 and 2025

Previous wording

Automotive revenues for the six months ended June 30, 2025 decreased compared to the six months ended June 30, 2024 primarily due to limited EDV deliveries, partially offset by increased average selling prices and a $143 million increase in sales of automotive regulatory credits.

Current wording

Automotive revenues for the nine months ended September 30, 2025 were relatively consistent compared to the nine months ended September 30, 2024 primarily due to increased average selling prices and sales of automotive regulatory credits, partially offset by a decrease in vehicle deliveries.

Previous wording

For the six months ended June 30, 2024 and 2025, automotive cost of revenues included $411 million and $256 million of depreciation and amortization expense and $40 million and $26 million of stock-based compensation expense, respectively. The period-over-period decrease in total automotive cost of revenues was primarily due to fewer vehicles produced and delivered, as well as reductions in the cost of raw materials, product components, and overhead, resulting in part from the cost of revenue efficiency initiatives and accelerated depreciation that occurred during the six months ended June 30, 2024.

Current wording

For the nine months ended September 30, 2024 and 2025, automotive cost of revenues included $596 million and $379 million of depreciation and amortization expense and $46 million and $35 million of stock-based compensation expense, respectively. The period-over-period decrease in total automotive cost of revenues was primarily due to fewer vehicles produced and delivered, as well as reductions in the cost of raw materials, product components, and overhead, resulting in part from the cost of revenue efficiency initiatives and accelerated depreciation that occurred during the nine months ended September 30, 2024.

Previous wording

Automotive gross profit losses improved for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily resulting from the increased average selling prices and reductions in the cost of raw materials and product components noted above. As noted above, the lower production volumes in the three months ended June 30, 2025 resulted in an incremental approximately $137 million of fixed costs included in cost of revenues as compared to production at more normalized volumes, which is expected in the near term.

Current wording

Automotive gross profit losses improved for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily resulting from the increased average selling prices and reductions in the cost of revenues noted above.

Previous wording

Automotive gross profit losses improved for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily resulting from the increased average selling prices, sales of automotive regulatory credits, and reductions in the cost of raw materials, product components, and overhead noted above. The current global economic landscape presents significant uncertainty, particularly regarding evolving trade regulation, governmental policies, tariffs, and the overall impact these items have on consumer sentiment and demand. These factors have impacted and could continue to impact our global supply chain, material costs and access, and market dynamics in the near term.

Current wording

Automotive gross profit losses improved for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily resulting from the increased average selling prices, sales of automotive regulatory credits, and reductions in the cost of revenues noted above. The current global economic landscape presents significant uncertainty, particularly regarding evolving trade regulation, governmental policies, tariffs, and the overall impact these items have on consumer sentiment and demand. These factors have impacted and could continue to impact our global supply chain, material costs and access, and market dynamics.

Previous wording

Effective May 3, 2025, the U.S. government adjusted tariffs on imported automobile parts under Section 232 of the Trade Expansion Act of 1962, including a 25% tariff on many parts, but with tariff offset credits for manufacturers with domestic vehicle assembly. The credits are applied as follows: 3.75% of Manufacturer's Suggested Retail Price from April 3, 2025 to April 30, 2026, and 2.5% from May 1, 2026 to April 30, 2027. We expect to qualify for tariff offset credits through April 30, 2027. We also are subject to tariffs on imported raw materials such as steel, aluminum, and graphite, as well as reciprocal tariffs from time to time. We have experienced and could continue to experience increases to our cost of revenues as a result of tariffs.

Current wording

Effective May 3, 2025, the U.S. government adjusted tariffs on imported automobile parts under Section 232 of the Trade Expansion Act of 1962, including a 25% tariff on many parts, but with tariff offset credits for manufacturers with domestic vehicle assembly. The credits are applied to 3.75% of Manufacturer's Suggested Retail Price from April 3, 2025 to April 30, 2030. In October 2025, we received approval for tariff offset credits through April 30, 2026, and we expect to qualify for tariff offset credits from May 1, 2026 through April 30, 2030. We also are subject to tariffs on imported raw materials such as steel, aluminum, and graphite, as well as reciprocal tariffs from time to time. We have experienced and could continue to experience increases to our cost of revenues as a result of tariffs.

Previous wording

We plan to shut down our Normal Factory for approximately three weeks starting late in the third quarter of 2025 to integrate key elements of our manufacturing process in preparation for the planned start of R2 production in the first half of 2026. While we expect improved fixed cost per vehicle due to the launch of R2 in our Normal Factory, in the near-term we expect the planned shutdown to negatively impact our vehicle production and cost of revenues as a result of the direct downtime and lost overhead associated with lower volume. Over the medium to long term, we expect automotive gross profit to improve through the expected margin profile of our MSP, continued material cost improvements through engineering design changes and commercial supplier negotiations, and increased efficiencies in our conversion activities across our entire fleet.

Current wording

In late September and early October 2025, we completed upgrades to the paint shop in the Normal Factory, enabling an increase in production capacity to 215,000 units annually, allowing us to drive greater capital efficiency. While we expect improved fixed cost per vehicle due to the launch of R2 in our Normal Factory, in the near-term the shutdown negatively impacted our vehicle production and cost of revenues as a result of the direct downtime and lost overhead absorption associated with lower volume. We expect automotive gross profit to improve through the expected margin profile of our MSP, continued material cost improvements through engineering design changes and commercial supplier negotiations, and increased efficiencies in our conversion activities across our entire fleet.

Previous wording

Software and services revenues increased compared to the three and six months ended June 30, 2024 primarily due to vehicle electrical architecture and software development services that were not performed during the prior period, an increase in remarketing sales, and increased vehicle repair and maintenance service.

Current wording

Software and services revenues increased compared to the three and nine months ended September 30, 2024 primarily due to vehicle electrical architecture and software development services that were not performed during the prior periods, an increase in remarketing sales, and increased vehicle repair and maintenance service.

Previous wording

For the three months ended June 30, 2024 and 2025, software and services cost of revenues included $1 million and $2 million of depreciation and amortization expense and $0 million and $19 million of stock-based compensation expense, respectively. For the six months ended June 30, 2024 and 2025, software and services cost of revenues included $2 million and $4 million of depreciation and amortization expense and $0 million and $35 million of stock-based compensation expense, respectively. The period-over-period increases in software and services cost of revenues were primarily due to vehicle electrical architecture and software development services that were not performed during the prior periods and increased remarketing sales.

Current wording

For the three months ended September 30, 2024 and 2025, software and services cost of revenues included $1 million and $2 million of depreciation and amortization expense and $0 million and $15 million of stock-based compensation expense, respectively. For the nine months ended September 30, 2024 and 2025, software and services cost of revenues included $3 million and $6 million of depreciation and amortization expense and $0 million and $50 million of stock-based compensation expense, respectively. The period-over-period increases in software and services cost of revenues were primarily due to vehicle electrical architecture and software development services that were not performed during the prior periods and increased remarketing sales.

Previous wording

Software and services gross profit improved significantly for the three and six months ended June 30, 2025 as compared to gross profit losses for the three and six months ended June 30, 2024, primarily resulting from vehicle electrical architecture and software development services. We expect software and services gross profit to continue increasing during the period over which the Joint Venture progresses toward satisfaction of the combined performance obligation to develop, customize, and enhance Rivian’s existing vehicle electrical architecture technology and software for use in the customer’s future vehicle programs, as well as over time as we continue providing remarketing services, as serviced vehicles age out of warranty, and through expansion of our paid software offerings such as FleetOS, Connect+, and Rivian Autonomy Platform+.

Current wording

Software and services gross profit improved significantly for the three and nine months ended September 30, 2025 as compared to gross profit losses for the three and nine months ended September 30, 2024, primarily resulting from vehicle electrical architecture and software development services. We expect software and services gross profit to continue increasing during the period over which the Joint Venture progresses toward satisfaction of the combined performance obligation to develop, customize, and enhance Rivian’s existing vehicle electrical architecture technology and software for use in the customer’s future vehicle programs, as well as over time as we continue providing remarketing services, as serviced vehicles age out of warranty, and through expansion of our paid software offerings such as FleetOS, Connect+, and Rivian Autonomy Platform+.

Previous wording

For the three months ended June 30, 2024 and 2025, R&D expenses included $18 million and $17 million of depreciation and amortization expense and $98 million and $77 million of stock-based compensation expense, respectively. R&D expenses decreased compared to the three months ended June 30, 2024, primarily due to decreases in payroll and related expenses and stock-based compensation expense, partially offset by higher engineering, design, and development costs primarily surrounding the R2 platform. The decrease in payroll and related expenses and stock-based compensation expense was primarily attributable to the cost of services provided to Volkswagen Group by the Joint Venture being recorded in cost of revenues during the three months ended June 30, 2025.

Current wording

For the three months ended September 30, 2024 and 2025, R&D expenses included $20 million and $18 million of depreciation and amortization expense and $59 million and $74 million of stock-based compensation expense, respectively. R&Dexpenses increased compared to thethree months ended September 30, 2024, primarily due to higher engineering, design, and development costs surrounding the R2 platform, higher software costs supporting new in-vehicle technologies, andhigher stock-based compensation expenses. The increase in stock-based compensation expenses was primarily attributable to an increase in the total amount of accrued stock-based bonus incentives, partially offset by the cost of services provided to Volkswagen Group by the Joint Venture being recorded in cost of revenues during the three months ended September 30, 2025.

Previous wording

For the three months ended June 30, 2024 and 2025, SG&A expenses included $53 million and $52 million of depreciation and amortization expense and $79 million and $81 million of stock-based compensation expense, respectively. For the six months ended June 30, 2024 and 2025, SG&A expenses included $105 million and $107 million of depreciation and amortization expense and $165 million and $161 million of stock-based compensation expense, respectively. The amount of SG&A expense is relatively unchanged compared to the three and six months ended June 30, 2024.

Current wording

For the three months ended September 30, 2024 and 2025, SG&A expenses included $53 million and $55 million of depreciation and amortization expense and $46 million and $77 million of stock-based compensation expense, respectively.

Previous wording

Interest income decreased for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, primarily due to lower interest rates on invested capital and average balances of cash and cash equivalents.

Current wording

Interest income decreased for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, primarily due to lower interest rates on invested capital and lower average balances of cash and cash equivalents.

Previous wording

Other expense, net decreased for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to expenses that were recognized in the prior period. Other income, net was recognized for the six months ended June 30, 2025 as compared to other expense, net for the six months ended June 30, 2024, primarily due to the $101 million gain on our equity method investment in Also See Note 2 "Equity Method Investments" for more information.

Current wording

Other expense, net was recognized for the three months ended September 30, 2025 as compared to other income, net for the three months ended September 30, 2024, primarily due to $183 million of expense recorded for the settlement of pending securities class action litigation (which is subject to court approval), net of expected insurance recoveries (refer to Note 13 “Commitments and Contingencies” to our condensed consolidated financial statements included in this Form 10-Q for more information). Other expense, net increased for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the settlement noted in the previous sentence, partially offset by the $101 million gain on our equity method investment in Also (refer to Note 2 "Equity Method Investments" to our condensed consolidated financial statements included in this Form 10-Q for more information.

Previous wording

The 2031 Green Secured Notes bear interest at a fixed rate of 10%. Interest is paid in cash semi-annually in arrears on January 15 and July 15 of each year beginning on January 15, 2026. We have the option to redeem all or part of the 2031 Green Secured Notes at any time at a redemption price equal to 100% of the principal amount of the 2031 Green Secured Notes redeemed, plus accrued and unpaid interest, if any, and if redeemed prior to January 15, 2030, plus an applicable premium. If we experience a change of control (as defined in the Indenture), the holders of the 2031 Green Secured Notes will have the right to require us to repurchase the 2031 Green Secured Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any.

Current wording

The 2031 Green Secured Notes bear interest at a fixed rate of 10% per annum. Interest is paid in cash semi-annually in arrears on January 15 and July 15 of each year beginning on January 15, 2026. We have the option to redeem all or part of the 2031 Green Secured Notes at any time at a redemption price equal to 100% of the principal amount of the 2031 Green Secured Notes redeemed, plus accrued and unpaid interest, if any, and if redeemed prior to January 15, 2030, plus an applicable premium. If we experience a change of control (as defined in the Indenture), the holders of the 2031 Green Secured Notes will have the right to require us to repurchase the 2031 Green Secured Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any.

Previous wording

In conjunction with the formation of the Joint Venture, we established Rivian JV SPV, LLC (“Joint Venture Equityholder”), a wholly-owned subsidiary of Rivian and the owner of 50% of the equity interests of the Joint Venture. We, together with Joint Venture Equityholder, and Volkswagen Group also entered into Loan Agreements providing for a committed $1 billion term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding. When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by us for general corporate purposes. Our loan would mature on the tenth anniversary of the funding date. Beginning on the third anniversary of the funding date, $100 million of principal would be repaid each year in biannual installments of $50 million, with the balance of the principal amount due on the final maturity date. The loan may be prepaid at any time, in whole or in part, without any prepayment premium or penalty. Interest on the loan will accrue at a fixed rate per annum that is determined at the time of funding. The per annum rate will be equal to (a) the interpolated all-in yield for United States dollar-denominated debt securities of Volkswagen International America, Inc., Volkswagen AG, and their affiliates, having a maturity of seven years on date of determination, plus (b) 25 basis points. Interest on the loan will be paid on a semi-annual basis, except that the first interest payment will be due on the second anniversary of the funding date. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.

Current wording

In conjunction with the formation of the Joint Venture, we established Rivian JV SPV, LLC (“Joint Venture Equityholder”), a wholly-owned subsidiary of Rivian and the owner of 50% of the equity interests of the Joint Venture. We, together with Joint Venture Equityholder, and Volkswagen Group also entered into Loan Agreements providing for a committed $1 billion term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding. When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by us for general corporate purposes. Our loan would mature on the tenth anniversary of the funding date. Beginning on the third anniversary of the funding date, $100 million of principal would be repaid each year in biannual installments of $50 million, with the balance of the principal amount due on the final maturity date. The loan may be prepaid at any time, in whole or in part, without any prepayment premium or penalty. Interest on the loan will accrue at a fixed rate per annum that is determined at the time of funding. The per annum rate will be equal to (a) the interpolated all-in yield for United States dollar-denominated debt securities of Volkswagen US-Holdings, Inc., Volkswagen AG, and their affiliates, having a maturity of seven years on date of determination, plus (b) 25 basis points. Interest on the loan will be paid on a semi-annual basis, except that the first interest payment will be due on the second anniversary of the funding date. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Net cash used in operating activities decreased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by a significant reduction in net loss, as well as cash provided by changes in working capital, including an approximately $250 million increase in deferred revenue resulting from the premium received from Volkswagen Group on June 30, 2025 in connection with the achievement of the Financial Milestone (see Note 1 “Presentation and Nature of Operations” to the condensed consolidated financial statements included in this Form 10-Q).

Current wording

Net cash used in operating activities decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a significant reduction in net loss and cash provided by changes in working capital.

Previous wording

Net cash used in investing activities increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by higher capital expenditures related to the expansion of production capacity at our Normal Factory. During the six months ended June 30, 2025, we continued to invest in the growth of our business at our Normal Factory, our next generation vehicle platforms and technologies, and our go-to-market infrastructure.

Current wording

Net cash used in investing activities increased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by lower maturities of short-term investments and higher capital expenditures related to the expansion of production capacity at our Normal Factory. During the nine months ended September 30, 2025, we continued to invest in the growth of our business at our Normal Factory, our next generation vehicle platforms and technologies, and our go-to-market infrastructure.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2025 primarily resulted from the issuance of $750 million Class A common shares to Volkswagen Group in connection with the achievement of the Financial Milestone. Net cash provided by financing activities for the six months ended June 30, 2024 was primarily driven by the issuance of the unsecured convertible promissory note due June 2026 issued to Volkswagen Group in June 2024 and converted into shares of the Company’s Class A common stock in December 2024 (“2026 Convertible Note”).

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2025 primarily resulted from the issuance of $750 million Class A common shares to Volkswagen Group in connection with the achievement of the Financial Milestone. Net cash provided by financing activities for the nine months ended September 30, 2024 was primarily driven by the issuance of the unsecured convertible promissory note due June 2026 issued to Volkswagen Group in June 2024 and converted into shares of the Company’s Class A common stock in December 2024 (“2026 Convertible Note”).

Previous wording

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. In preparing the condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity, revenues, and expenses, and related disclosures. We re-evaluate our estimates on an ongoing basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions, and such differences may be material. The critical accounting policies that reflect the more significant judgments and estimates used in the preparation of our condensed consolidated financial statements include those described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K. During the six months ended June 30, 2025, there were no material changes to our critical accounting policies and estimates from those discussed in the Form 10-K.

Current wording

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. In preparing the condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity, revenues, and expenses, and related disclosures. We re-evaluate our estimates on an ongoing basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions, and such differences may be material. The critical accounting policies that reflect the more significant judgments and estimates used in the preparation of our condensed consolidated financial statements include those described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K. During the nine months ended September 30, 2025, there were no material changes to our critical accounting policies and estimates from those discussed in the Form 10-K.