Rivian Automotive, Inc. / DE
For the period ended Jun 30, 2026. Filed Jul 30, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 30, 2026
RIVN$13.61+2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0001874178-26-000035
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001874178-26-000054
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 102 previous paragraphs and 109 current paragraphs.
52 unchanged; 44 reworded; 13 added; 4 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
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.
Current report
Automotive revenues for the three months ended June 30, 2026 increased compared to the three months ended June 30, 2025 primarily due to a 14% increase in vehicle deliveries and a $103 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 commercial van and R2 deliveries. For the three months ended June 30, 2025 and 2026, Automotive revenues related to regulatory credits were $3 million and $106 million, respectively.
Current report
Automotive cost of revenues for the three months ended June 30, 2026 decreased compared to the three months ended June 30, 2025 despite the period-over-period increase in deliveries. The decrease was primarily driven by a higher mix of commercial vans delivered and produced, which reduced conversion costs during the three months ended June 30, 2026. The cost of materials and warranty per unit delivered also improved, and a refund receivable for certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) was recorded during the three months ended June 30, 2026. For the three months ended June 30, 2025 and 2026, automotive cost of revenues included $183 million and $130 million of depreciation and amortization expense and $18 million and $11 million of stock-based compensation expense, respectively.
Current report
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.
Current report
Automotive gross profit losses improved for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily resulting from increases in delivery and production volumes, an increase in revenues related to regulatory credits, and an IEEPA tariff refund receivable, partially offset by the ramp of R2 production. The severe weather that we experienced at our Normal Factory in April 2026 did not impact production.
Current report
Automotive gross profit losses improved for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily resulting from an increase in delivery volumes, partially offset by the ramp of R2 production.
Current report
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 months ended June 30, 2026, we recognized approximately $100 million 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.
Current report
Beginning in 2025, the United States government imposed tariffs on a variety of imports under IEEPA. In February 2026, the United States Supreme Court held that the IEEPA did not authorize the imposition of tariffs and in March and April 2026, the Court of International Trade (“CIT”) issued universal refund injunctions that compelled the United States Customs and Border Protection (“CBP”) to issue refunds for unlawfully collected IEEPA tariffs. On June 2, 2026 the United States Department of Justice (“DOJ”) appealed certain refunds addressed by the injunctions. We have recorded an IEEPA tariff refund receivable for the amount of anticipated refunds not subject to DOJ appeal, with a corresponding reduction to automotive cost of revenues during the three months ended June 30, 2026. We have experienced and could continue to experience increases to our cost of revenues as a result of tariffs.
Current report
Software and services revenues for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025, primarily due to an increase in vehicle electrical architecture and software development services, increases in vehicle repair and maintenance services, and our Autonomy+ paid software offering which began in April 2026.
Current report
Software and services cost of revenues for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025, primarily due to increases in vehicle electrical architecture and software development services and vehicle repair and maintenance services. For the six months ended June 30, 2025 and 2026, software and services cost of revenues included $4 million and $15 million of depreciation and amortization expense and $35 million and $36 million of stock-based compensation expense, respectively.
Current report
R&D expenses for the three months ended June 30, 2026 increased compared to the three months ended June 30, 2025, primarily driven by software expenses to support AI and autonomy initiatives, as well as payroll and related expenses to support the R2 launch, partially offset by a reduction in engineering, design, and development spend. For the three months ended June 30, 2025 and 2026, R&D expenses included $17 million and $25 million of depreciation and amortization expense and $77 million and $94 million of stock-based compensation expense, respectively.
Current report
Public Equity Offering
Current report
On July 7, 2026, we entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of several underwriters named therein (collectively, the “Underwriters”), for the offering, issuance, and sale of 75 million shares of Class A common stock at an offering price of $15.50 per share. Under the terms of the Underwriting Agreement, we granted the Underwriters the option to purchase up to 11.25 million additional shares of Class A common stock at the public offering price, which the Underwriters exercised in full on July 8, 2026. The net proceeds from the offering were approximately $1.3 billion after deducting underwriting discounts and commissions. We intend to use the net proceeds of the offering for general corporate purposes, including the funding of certain equity contributions and reserves pursuant to the A&R LARSSA. See Note 8 "Debt" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Removed paragraphs (4)
Previous report
During three months ended March 31, 2026, we produced 10,236 vehicles and delivered 10,365 vehicles.
Previous report
For the three months ended March 31, 2025 and 2026, automotive cost of revenues included $73 million and $115 million of depreciation and amortization expense and $8 million and $11 million of stock-based compensation expense, respectively. The year-over-year increase in automotive cost of revenues was primarily driven by the increase in deliveries as well as lower production volumes resulting in increased depreciation per unit delivered, partially offset by the higher mix of commercial van deliveries and reductions in the cost of raw materials and product components per unit delivered.
Previous report
Automotive gross profit losses for the three months ended March 31, 2026 as compared to positive gross profit for the three months ended March 31, 2025 primarily resulted from the decrease in sales of automotive regulatory credits and lower production volumes, resulting in a $42 million and $3 million increase in depreciation and stock-based compensation expenses, respectively.
Previous report
Beginning April 2025, the United States government imposed tariffs on a variety of imports under the International Emergency Economic Powers Act (“IEEPA”). On February 20, 2026, the United States Supreme Court ruled that the IEEPA does not authorize the imposition of tariffs. Although we believe that recovery of IEEPA tariffs paid is possible, the timing, mechanism, and amount of any refund remains uncertain. Accordingly, no refund receivable has been recorded as of March 31, 2026. We have experienced and could continue to experience increases to our cost of revenues as a result of tariffs.
Reworded paragraphs (44)
Previous wording
Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services. Through innovation across its electrical architecture, end-to-end software, autonomous driving platform, artificial intelligence, and propulsion, the Company creates vehicles that excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers. Whether taking families on new adventures or electrifying fleets at scale, Rivian vehicles all share a common goal — preserving the natural world for generations to come.
Current wording
Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and offers a suite of value-added services. Through innovation across its electrical architecture, end-to-end software, autonomous driving platform, artificial intelligence, and propulsion, the Company creates vehicles that excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers. Whether taking families on new adventures or electrifying fleets at scale, Rivian vehicles all share a common goal — preserving the natural world for generations to come.
Previous wording
The R1T and R1S are equipped with Rivian-designed technology including a zonal network architecture, electric powertrains and chassis, the Rivian Autonomy Platform, and digital user experience management. These technologies can continuously improve and expand functionality through cloud-enabled OTA updates.
Current wording
We launched our consumer vehicle business with the R1 platform consisting of the R1T, a two-row, five-passenger pickup truck, and the R1S, a three-row, seven-passenger sport utility vehicle (“SUV”). R1T and R1S are equipped with Rivian-designed technology including a zonal network architecture, electric powertrains and chassis, the Rivian Autonomy Platform, and digital user experience management. These technologies can continuously improve and expand functionality through cloud-enabled OTA updates.
Previous wording
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. We believe R2 and our midsize platform will be foundational to our long-term growth and profit potential. We expect R2 to benefit from the key vertically integrated technologies developed for R1 including our software stack, propulsion technology, Rivian Autonomy Platform, network architecture, and zonal network architecture. Deliveries of the R2 began in late April 2026.
Current wording
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.
Previous wording
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 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 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 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.
Previous wording
We have designed a 500 and 700 cubic foot version of the vans, optimized for various commercial uses, including last mile delivery use cases. Both the EDV’s and Rivian Commercial Van’s features include a rear roll-up door, an integrated bulkhead door designed for safety and security, a tall roof to allow drivers to walk through the vehicle, driver-centric ergonomics, and a curb-side sliding door for safe vehicle access away from traffic. 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.
Current wording
We have designed 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 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.
Previous wording
Complementing our vehicles, we provide a suite of value-added services which we expect to continue to generate long-term brand loyalty while also creating a recurring revenue stream across the vehicle lifecycle. These services include vehicle electrical architecture and software development services provided by the Joint Venture, Autonomy+, remarketing, vehicle repair and maintenance, charging, software subscriptions, vehicle accessories, financing, insurance, and more, as described below.
Current wording
Complementing our vehicles, we provide a suite of value-added services which we expect to continue generating long-term brand loyalty while also creating a recurring revenue stream across the vehicle lifecycle. These services include vehicle electrical architecture and software development services provided by the Joint Venture, Autonomy+, remarketing, vehicle repair and maintenance, charging, software subscriptions, vehicle accessories, financing, insurance, and more, as described below.
Previous wording
•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 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.
Current wording
•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.
Previous wording
•Vehicle Repair and Maintenance. We offer technology-enabled vehicle repair and maintenance experiences for our customers. Our service network consists of physical service centers as well as mobile service vehicles. In addition to the vehicle service network, we work with partner collision centers and supply them with the parts they need for work on Rivian vehicles.
Current wording
•Vehicle Repair and Maintenance. We offer technology-enabled vehicle repair and maintenance experiences for our customers, and our service network consists of physical service centers as well as mobile service vehicles. In addition to the vehicle service network, we work with partner collision centers and supply them with the parts they need for work on Rivian vehicles.
Previous wording
•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, tethering, and a basic Alexa package. 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+.
Current wording
•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 Rivian Assistant with Connect+ 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.
Previous wording
Alongside our commercial vehicles, we offer FleetOS, our proprietary, end-to-end centralized fleet management subscription platform. It encompasses vehicle distribution, service, telematics, software services, charging, connectivity management, advanced driver assistance system and lifecycle management. This cloud-based platform integrates and analyzes vehicle, infrastructure, and operations data.
Current wording
Alongside our commercial vehicles we also offer FleetOS, our proprietary, end-to-end centralized fleet management subscription platform. It encompasses vehicle distribution, service, telematics, software services, charging, connectivity management, advanced driver assistance system and lifecycle management. This cloud-based platform integrates and analyzes vehicle, infrastructure, and operations data.
Previous wording
•Ability to Develop and Launch New Offerings. We believe the Rivian brand is becoming established in the most attractive consumer and commercial vehicle markets. However, our ability to grow revenues and expand margins will also depend on our ability to develop and launch new vehicle platforms and programs, including R2. Customers can make reservations for the R2 with a cancellable and fully refundable deposit of $100, and deliveries of the R2 began in late April 2026. We believe R2 will be foundational to Rivian’s long-term growth and profit potential, positioning Rivian to address new, global market segments and designed to build upon our industry-leading technology platform as well as our focus on driving down manufacturing complexity and improving cost efficiency. We expect R2 to benefit from the key vertically integrated technologies developed for R1 including our software stack, propulsion technology, Rivian Autonomy Platform, network architecture, and zonal network architecture, and the platform has been designed for cost efficiency, with a focus on part consolidation or elimination. We continue to develop value-added technologies that enhance our customers’ experience including our autonomy platform and which we believe represent an advantage to Rivian. Our future financial performance will also depend on our ability to offer software and services that profitably deliver an intuitive, seamless, and compelling customer experience.
Current wording
•Ability to Develop and Launch New Offerings. We believe the Rivian brand is becoming established in the most attractive consumer and commercial vehicle markets. However, our ability to grow revenues and expand margins will also depend on our ability to develop and successfully launch new vehicle platforms and programs, including R2. Customers can make reservations for the R2 with a cancellable and fully refundable deposit of $100, anddeliveries of the R2 began in the second quarter of 2026. We believe R2 will be foundational to Rivian’s long-term growth and profit potential, positioning Rivian to address new, global market segments and designed to build upon our industry-leading technology platform, drive down manufacturing complexity, and improve cost efficiency. 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, and the platform has been designed for cost efficiency, with a focus on part consolidation or elimination. We continue to develop value-added technologies that enhance our customers’ experience which we believe represent an advantage to Rivian, including our autonomy platform. Our future financial performance will also depend on our ability to offer software and services that profitably deliver an intuitive, seamless, and compelling customer experience.
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 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. To support demand generation, we have invested in our capabilities, such as expanding our retail customer engagement spaces (“spaces”) and demonstration drives and building our sales and marketing team, technology, and infrastructure, which increases our costs. To generate and maintain demand, we may need to incur significantly higher and more sustained marketing and promotional expenditures than we have previously incurred.
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 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. 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.
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, including scaling production. 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. In September and October 2025 we completed upgrades to the paint shop in the Normal Factory, enabling an increase in production capacity to 215,000 units annually in preparation for the first customer deliveries of the R2, which began in late April 2026. Significant capital expenditures were required to support the integration of R2 into our Normal Factory, and our future profitability depends upon our ability to scale our production and delivery operations more efficiently at a lower cost per unit.
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, including scaling production. 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. In 2025 we completed upgrades to the paint shop in the Normal Factory, enabling an increase in production capacity to 215,000 units annually in preparation forcustomer deliveries of the R2, which began in the second quarter of 2026. Significant capital expenditures were required to support the integration of R2 into our Normal Factory, and our future profitability depends upon our ability to scale our production and delivery operations more efficiently at a lower cost per unit.
Previous wording
Achieving cost reductions requires, among other things, a successful 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 overall profitability.
Current wording
Achieving cost reductions requires, among other things, a successful 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, effective adoption of AI strategies, 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 overall profitability.
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, Autonomy+, sales of vehicle trade-ins and pre-owned Rivian EVs (“remarketing”), vehicle repair and maintenance, charging, software subscriptions, vehicle accessories, financing, insurance, and FleetOS solutions that we believe will grow our revenues additive to vehicle sales. We continue to develop value-added technologies that enhance our customers’ experience including our autonomy platform and which we believe represent an advantage to Rivian. We currently offer Connect+, a subscription-based streaming and connectivity service, and Autonomy+, a premium expansion of automated driver assistance support. As we increase our base of Rivian customers and expand our software and services portfolio, including through partnerships or other opportunities, we expect our customers to expand their usage of our software and services offerings over the full lifecycle of their vehicle ownership. We 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
•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, Autonomy+, sales of vehicle trade-ins and pre-owned Rivian EVs (“remarketing”), vehicle repair and maintenance, charging, software subscriptions, vehicle accessories, financing, insurance, and FleetOS solutions that we believe will grow our revenues additive to vehicle sales. We continue to develop value-added technologies that enhance our customers’ experience which we believe represent an advantage to Rivian, including our autonomy platform. We currently offer Connect+, a subscription-based streaming and connectivity service, and Autonomy+, a premium expansion of automated driver assistance support. As we increase our base of Rivian customers and expand our software and services portfolio, including through partnerships or other opportunities, we expect our customers to expand their usage of our software and services offerings over the full lifecycle of their vehicle ownership. We 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 successfully develop and 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 have made substantial investments in our facilities, including recent upgrades to our Normal Factory to support the integration of R2, and we intend to continue making investments, including technology updates, to drive growth as we scale vehicle production and deliveries, expand our offerings, and strengthen our core capabilities. 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, other delays in our ability to ramp production, 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 later in 2026 to support production of our MSP. Any delays in the timing or execution of this investment could have an adverse impact on our prospects, financial condition, results of operations, and cash flows, and it 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 have made substantial investments in our facilities, including recent upgrades to our Normal Factory to support the integration of R2, and we intend to continue making investments, including technology updates, to drive growth as we scale vehicle production and deliveries, expand our offerings, and strengthen our core capabilities. 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, other delays in our ability to ramp production, 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 will support production of our MSP. Construction has begun, and any delays in the timing or execution of this investment could have an adverse impact on our prospects, financial condition, results of operations, and cash flows, and it could require significant external debt and/or equity financing.
Previous wording
•Ability to Develop and Manage a Resilient Supply Chain. Our ability to manufacture vehicles and develop future solutions is dependent on the continued supply of raw materials and product components from our suppliers, the majority of which are single-source providers. Any inability or unwillingness of our suppliers to deliver necessary raw materials or product components at timing, prices, quality, and volumes that are acceptable to us could have a material impact on our business, prospects, financial condition, results of operations, and cash flows. Fluctuations in the cost of raw materials or product components and supply interruptions or shortages could materially impact our business. We have experienced and may continue experiencing cost fluctuations and disruptions in supply of raw materials and product components, including as a result of the imposition of tariffs and other trade barriers. Additionally, we have received claims from our suppliers related to contract, production plan, and other changes for which we have incurred payment obligations, and we could incur similar obligations in the future. See Note 13 “Commitments and Contingencies” to our condensed consolidated financial statements included in this Form 10-Q for more information on supplier claims. To further develop and manage supply chain resilience, we have constructed a supplier park at our Normal Factory, which is expected to reduce shipping, logistics, and warehousing costs, as well as improve overall production efficiency and speed. We also must manage the risk of field service actions, including product recalls, with respect to components from suppliers. We continue to work diligently and collaboratively with suppliers to identify and proactively address problems or constraints as quickly as possible.
Current wording
•Ability to Develop and Manage a Resilient Supply Chain. Our ability to manufacture vehicles and develop future solutions is dependent on the continued supply of raw materials and product components from our suppliers, the majority of which are single-source providers. Any inability or unwillingness of our suppliers to deliver necessary raw materials or product components at timing, prices, quality, and volumes that are acceptable to us could have a material impact on our business, prospects, financial condition, results of operations, and cash flows. Fluctuations in the cost of raw materials or product components and supply interruptions or shortages could materially impact our business. We have experienced and may continue experiencing cost fluctuations and disruptions in supply of raw materials and product components, including as a result of the imposition of tariffs, other trade barriers, and geopolitical conflicts. Additionally, we have received claims from our suppliers related to contract, production plan, and other changes for which we have incurred payment obligations, and we could incur similar obligations in the future. See Note 13 “Commitments and Contingencies” to our condensed consolidated financial statements included in this Form 10-Q for more information on supplier claims. To further develop and manage supply chain resilience, we have constructed a supplier park at our Normal Factory, which we believe will reduce shipping, logistics, and warehousing costs, as well as improve overall production efficiency and speed. We also must manage the risk of field service actions, including product recalls, with respect to components from suppliers. We continue to work diligently and collaboratively with suppliers to identify and proactively address problems or constraints as quickly as possible.
Previous wording
•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 to be lower in the winter months as customers shift their focus to making last mile deliveries during holidays rather than incorporating more vehicles into their fleet, which could result in higher finished goods inventory levels during this period.
Current wording
•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 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.
Previous wording
•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. If we are unable to fully offset higher costs through price increases or other measures, especially during periods of elevated inflation, we could experience an adverse impact to our business, prospects, financial condition, results of operations, and cash flows.
Current wording
•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. 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.
Previous wording
The following tables set forth our condensed consolidated results of operations and production and delivery volumes for the periods presented (in millions, except production and delivery volumes). The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future.
Current wording
The following tables set forth our condensed consolidated results of operations (in millions) and production and delivery volumes for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future.
Previous wording
Comparison of the Three Months Ended March 31, 2025 and 2026
Current wording
Comparison of the Three and Six Months Ended June 30, 2025 and 2026
Previous wording
Automotive revenues decreased slightly compared to the three months ended March 31, 2025 primarily due to a $100 million decrease in sales of automotive regulatory credits and a decline in automotive revenue per unit delivered due to a higher mix of commercial vans, which were partially offset by a 20% increase in vehicle deliveries.
Current wording
Automotive revenues for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025 primarily due to a 17% increase in vehicle deliveries, which was partially offset by a decline in average vehicle selling price due to a higher mix of commercial van and R2 deliveries.
Previous wording
The current global economic and geopolitical 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 and logistics costs and access, and market dynamics. While in the short term we may experience higher conversion costs, higher depreciation expense and lower overhead absorption, and increased warranty expenses as we ramp R2 production and increase our car parc, in the long term we expect automotive gross profit losses to continue improving over time through the expected margin profile of R2, 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
The current global economic and geopolitical landscape presents significant uncertainty, particularly regarding evolving trade regulation, tariffs, governmental policies, geopolitical conflicts, 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 and logistics costs and access, and market dynamics. While in the short term we may experience higher conversion costs, higher depreciation expense and lower overhead absorption, and increased warranty expenses as we ramp R2 production and increase our car parc, in the long term we expect automotive gross profit losses to continue improving over time through the margin profile of R2, 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
Effective May 2025, the United States government adjusted tariffs on imported automobile parts under Section 232 of the Trade Expansion Act of 1962, imposing a 25% tariff on many parts but allowing for tariff offset credits for manufacturers with domestic vehicle assembly. The credits are based upon 3.75% of Manufacturer's Suggested Retail Price of United States vehicles produced from April 2025 through April 2030. In October 2025, we received our license to apply tariff offsets through April 30, 2026, and we expect to qualify for additional tariff offsets from May 2026 through April 2030. While we also are subject to tariffs on imported materials containing steel, aluminum, and graphite, as well as reciprocal tariffs from time to time, our ability to self-certify components in United States vehicle manufacturing as of November 2025 allows us to utilize our 232 Automotive tariff offset to eliminate many of these tariffs.
Current wording
Effective May 2025, the United States government adjusted tariffs on imported automobile parts under Section 232 of the Trade Expansion Act of 1962, imposing a 25% tariff on many parts but allowing for tariff offset credits for manufacturers with domestic vehicle assembly. The credits are based upon 3.75% of Manufacturer's Suggested Retail Price of United States vehicles produced from April 2025 through April 2030. In October 2025, we received our license to apply tariff offsets through April 30, 2026, and we expect to qualify for additional tariff offsets from May 2026 through April 2030. While we also are subject to tariffs on imported materials containing steel, aluminum, and graphite, as well as reciprocal tariffs from time to time, our ability to self-certify components in United States vehicle manufacturing as of November 2025 is expected to allow us to utilize our 232 Automotive tariff offset to eliminate many of these tariffs.
Previous wording
Software and services revenues increased for the three months ended March 31, 2026 primarily due to an increase in vehicle electrical architecture and software development services, as well as increases in vehicle repair and maintenance services and remarketing sales.
Current wording
Software and services revenues for the three months ended June 30, 2026 increased compared to the three months ended June 30, 2025, primarily due to an increase in vehicle electrical architecture and software development services, increases in vehicle repair and maintenance services, and our Autonomy+ paid software offering which began in April 2026, partially offset by lower remarketing sales.
Previous wording
For the three months ended March 31, 2025 and 2026, software and services cost of revenues included $2 million and $7 million of depreciation and amortization expense and $16 million and $16 million of stock-based compensation expense, respectively. The increase in software and services cost of revenues primarily resulted from increases in vehicle electrical architecture and software development services, remarketing sales, and vehicle repair and maintenance services.
Current wording
Software and services cost of revenues for the three months ended June 30, 2026 increased compared to the three months ended June 30, 2025, primarily due to increases in vehicle electrical architecture and software development services and vehicle repair and maintenance services, partially offset by lower remarketing sales. For the three months ended June 30, 2025 and 2026, software and services cost of revenues included $2 million and $8 million of depreciation and amortization expense and $19 million and $20 million of stock-based compensation expense, respectively.
Previous wording
The increase in software and services gross profit for the three months ended March 31, 2026 primarily resulted from the increase in vehicle electrical architecture and software development services provided by the Joint Venture, as well as the increase in vehicle repair and maintenance services noted above. In the short term we expect software and services gross profit to continue increasing over time as we continue providing vehicle electrical architecture and software development services and remarketing, as serviced vehicles age out of warranty, and through expansion of our paid software offerings such as Autonomy+, Connect+, and FleetOS. While in the long term we expect these factors to result in continued increases in software and services gross profit, we expect to experience a reduction during 2028 upon the expected satisfaction of the Joint Venture’s combined performance obligation.
Current wording
The increases in software and services gross profit for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 primarily resulted from an increase in vehicle electrical architecture and software development services provided by the Joint Venture. In the short term we expect software and services gross profit to continue increasing over time as we continue providing vehicle electrical architecture and software development services, as serviced vehicles age out of warranty, and through expansion of our paid software offerings such as Autonomy+, Connect+, and FleetOS. While in the long term we expect these factors to result in continued increases in software and services gross profit, we expect to experience a reduction during 2028 upon the expected satisfaction of the Joint Venture’s combined performance obligation (see Note 3 "Revenues" to our condensed consolidated financial statements included in this Form 10-Q for more information).
Previous wording
For the three months ended March 31, 2025 and 2026, R&D expenses included $17 million and $23 million of depreciation and amortization expense and $79 million and $87 million of stock-based compensation expense, respectively. R&D expenses increased compared to the three months ended March 31, 2025, primarily due to increased payroll and related expenses and software expenses to support the R2 launch and AI and autonomy initiatives.
Current wording
R&D expenses for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025, primarily driven by software expenses to support AI and autonomy initiatives and payroll and related expenses to support the R2 launch. For the six months ended June 30, 2025 and 2026, R&D expenses included $34 million and $48 million of depreciation and amortization expense and $156 million and $181 million of stock-based compensation expense, respectively.
Previous wording
Although R&D expenses to support the R2 launch are expected to decrease in the three months ended June 30, 2026, we plan to continue investing in future vehicle platforms and new in-vehicle technologies as well as furthering vertical integration of manufacturing. In addition, we expect increased R&D spend associated with the acceleration of our autonomy roadmap.
Current wording
We plan to continue investing in future vehicle platforms and new in-vehicle technologies as well as furthering vertical integration of manufacturing. In addition, we expect increased R&D spend associated with the acceleration of our autonomy roadmap.
Previous wording
For the three months ended March 31, 2025 and 2026, SG&A expenses included $55 million and $57 million of depreciation and amortization expense and $80 million and $93 million of stock-based compensation expense, respectively. SG&A expenses increased as a result of expanding our go-to-market operations and footprint to support the R2 launch. The increase was primarily driven by higher headcount, reflected in payroll and related expenses including stock-based compensation expense, as well as facilities, software and other operating expenses.
Current wording
SG&A expenses increased for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, primarily driven by expanding our go-to-market operations and footprint to support the R2 launch, including increases in expense for stock-based compensation, payroll, utilities, facilities, software, and other operating expenses. For the three months ended June 30, 2025 and 2026, SG&A expenses included $52 million and $64 million of depreciation and amortization expense and $81 million and $101 million of stock-based compensation expense, respectively. For the six months ended June 30, 2025 and 2026, SG&A expenses included $107 million and $121 million of depreciation and amortization expense and $161 million and $194 million of stock-based compensation expense, respectively.
Previous wording
Interest income decreased for the three months ended March 31, 2026, primarily due to lower interest rates on invested capital and lower average balances of cash and cash equivalents.
Current wording
Interest income decreased for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, primarily due to lower interest rates on invested capital and lower average balances of cash, cash equivalents, and short-term investments.
Previous wording
Interest expense decreased for the three months ended March 31, 2026 primarily due to reduced interest rates resulting from the refinancing of the senior secured floating rate notes due October 2026 into the 2031 Green Secured Notes in June 2025. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.
Current wording
Interest expense decreased for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, primarily due to reduced interest rates resulting from the refinancing of the senior secured floating rate notes due October 2026 into the 2031 Green Secured Notes in June 2025. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.
Previous wording
Other income, net increased for the three months ended March 31, 2026, primarily due to the $506 million gain on deconsolidation of Mind Robotics. See Note 2 "Strategic Investments" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Current wording
Other (expense) income, net for the three months ended June 30, 2026 remained relatively consistent compared to the three months ended June 30, 2025. Other (expense) income, net increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to the $506 million gain on deconsolidation of Mind Robotics. See Note 2 "Strategic Investments" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Previous wording
In connection with the formation of the Joint Venture, we entered into an investment agreement (“Investment Agreement”) with Volkswagen Group for additional equity investments in Rivian, including an investment pursuant to the achievement of the Testing Milestones defined in the Investment Agreement. The Testing Milestones were achieved in March 2026, and on April 30, 2026 we received $1.0 billion in exchange for approximately 63 million shares of our Class A common stock, calculated based on its 30-trading day volume-weighted average price prior to share issuance (i.e., $15.90 per share). We expect to receive up to an additional $1.5 billion from Volkswagen Group, comprised of (i) $460 million in equity investments (which may be effected in part with a convertible debt instrument), of which $210 million is recognized as revenue for services provided by the Joint Venture to further develop, customize, and enhance Rivian’s existing vehicle electrical architecture technology and software for use in the customer’s future vehicle programs and (ii) $1.0 billion in the form of a loan to be made available through the Joint Venture as described below; in each case, subject to certain conditions, including the achievement of certain milestones and obtaining relevant regulatory clearances. See Note 3 "Revenues" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Current wording
In connection with the formation of the Joint Venture, we entered into an investment agreement (“Investment Agreement”) with Volkswagen Group for additional equity investments in Rivian, including an investment pursuant to the achievement of the Testing Milestones defined in the Investment Agreement. The Testing Milestones were achieved in March 2026, and in April 2026 we received $1.0 billion in exchange for approximately 63 million shares of Class A common stock, calculated using the 30-trading day volume-weighted average price prior to share issuance (i.e., $15.90 per share). We expect to receive up to an additional $1.5 billion from Volkswagen Group, comprised of (i) $460 million in equity investments (which may be effected in part with a convertible debt instrument), of which $210 million is recognized as revenue for services provided by the Joint Venture to further develop, customize, and enhance Rivian’s existing vehicle electrical architecture technology and software for use in the customer’s future vehicle programs and (ii) $1.0 billion in the form of a loan to be made available through the Joint Venture as described below; in each case, subject to certain conditions, including the achievement of certain milestones and obtaining relevant regulatory clearances. See Note 3 "Revenues" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Previous wording
In March 2026, we entered into a subscription agreement (“Subscription Agreement”) with SMB Holding Corporation and Uber Technologies, Inc. (together with their affiliates, “Uber”), pursuant to which we expect to receive $300 million, subject to the satisfaction of customary closing conditions, including the receipt or waiver of required regulatory approvals. In exchange, we expect to issue approximately 20 million shares of Class A common stock, equal to $300 million divided by the daily volume-weighted average sale price for the 30 consecutive trading days ending on March 17, 2026 (i.e., $15.34).
Current wording
In March 2026 we entered into a subscription agreement (“Subscription Agreement”) with SMB Holding Corporation and Uber Technologies, Inc. (together with their affiliates, “Uber”) and in May 2026, we received $300 million from Uber in exchange for approximately 20 million shares of Class A common stock, calculated using the daily volume-weighted average sale price for the 30 consecutive trading days ending on March 17, 2026 (i.e., $15.34 per share).
Previous wording
We will receive up to an aggregate $950 million across the four remaining Milestones defined in the Subscription Agreement, subject to certain conditions and the achievement of each applicable Milestone, certain of which require the fulfillment of proven autonomy quality. Upon achievement of each of the four remaining Milestones, we will issue either (i) warrants to purchase Class A common stock with an exercise price of $0.001 per share or (ii) shares of Class A common stock, equal to the applicable Milestone investment received divided by the daily volume-weighted average sale price for the 30 consecutive trading days prior to the corresponding Milestone achievement date.
Current wording
We will receive up to an aggregate $950 million across the four remaining Milestones defined in the Subscription Agreement, subject to certain conditions and the achievement of each applicable Milestone, certain of which require the fulfillment of proven autonomy quality. Upon achievement of each of the four remaining Milestones, we will issue either (i) warrants to purchase Class A common stock with an exercise price of $0.001 per share or (ii) shares of Class A common stock, calculated using the applicable Milestone investment received divided by the daily volume-weighted average sale price for the 30 consecutive trading days prior to the corresponding Milestone achievement date.
Previous wording
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. On April 30, 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.
Current wording
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.
Previous wording
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 agreement. 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, making of required base equity contributions to fund certain Project costs, the granting to DOE of security over, among other things, Project assets and the execution of related security documents, the Borrower’s entry into agreements necessary for the development, design, engineering, construction and operation of the Project, delivery of a Project execution plan, and a bring-down of representations and warranties.
Current wording
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.
Previous wording
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.
Current wording
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 LARSSA, including a maximum 55% ratio of Debt to Tangible Assets, a minimum Current Ratio of 1.25:1.00, and minimum Liquidity of $2,000 million.
Previous wording
Our non-cancellable commitments as of December 31, 2025 are described in Note 7 "Inventory", Note 9 "Leases", Note 10 “Debt”, and Note 16 "Commitments and Contingencies" to our consolidated financial statements included in the Form 10-K. During the three months ended March 31, 2026, there were no material changes in our non-cancellable commitments.
Current wording
Our non-cancellable commitments as of December 31, 2025 are described in Note 7 "Inventory", Note 9 "Leases", Note 10 “Debt”, and Note 16 "Commitments and Contingencies" to our consolidated financial statements included in the Form 10-K. During the six months ended June 30, 2026, there were no material changes in our non-cancellable commitments.
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Previous report — wording carried elsewhere
We launched our consumer vehicle business with the R1 platform consisting of the R1T, a two-row, five-passenger pickup truck, and the R1S, a three-row, seven-passenger sport utility vehicle (“SUV”).
Previous report — wording carried elsewhere
The R1T and R1S introduced our brand to the world and serve as our flagship vehicles as we continue to expand our offerings. We also offer R2 vehicles and have announced plans to manufacture R3 vehicles, underpinned by our midsize platform (“MSP”). The MSP is expected to address global market segments and is designed to build upon our industry-leading technology platform as well as our focus on reducing manufacturing complexity and improving cost efficiency.