Rivian Automotive, Inc. / DE

Previous wording

We believe our competitive advantage stems from our product and brand differentiation through vertically integrated technologies as well as our direct-to-customer sales and service model. Product performance benefits from the ability to fully control and continually enhance virtually every aspect of our vehicle’s software, digital experience, and driving dynamics. Our in-house autonomy system has been designed with an AI-centric end-to-end approach and leverages the large amount of miles driven by Rivian vehicles for training, enabling the Company to continuously improve the system. We believe our product performance is increasingly being recognized by customers and has helped Rivian earn some of the industry’s most coveted owner experience awards.

Current wording

We believe our competitive advantage stems from our product and brand differentiation through vertically integrated technologies as well as our direct-to-customer sales and service model. Product performance benefits from the ability to fully control and continually enhance virtually every aspect of our vehicle’s software, digital experience, and driving dynamics. Our in-house autonomy system has been designed with an AI-centric end-to-end approach and leverages the large amount of miles driven by Rivian vehicles for training, enabling continuous improvements to the system. We believe our product performance is increasingly being recognized by customers and has helped Rivian earn some of the industry’s most coveted owner experience awards.

Previous wording

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 wording

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

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. 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.

Current wording

R2 is our 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, demonstrating 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 expected to offer even more dynamic abilities both on and off road. The design of the exterior and interior of R3 are inviting and iconic, demonstrating the scalability of Rivian’s brand across different form factors while continuing to be immediately recognizable.

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 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.

Current wording

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

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, 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.

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+ which includes Rivian Assistant, now available on all R1 and R2 vehicles. 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

•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.

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, digital marketing campaigns, community events, and partnerships. 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

•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.

Current wording

•Seasonality. Historically, the automotive industry has experienced higher revenue in the spring and summer months. Additionally, delivery volumes of commercial vehicles have been and are generally expected to be lower in the winter months as customers shift their focus to making last mile deliveries during holidays rather than incorporating more vehicles into their fleet, which could result in higher finished goods inventory levels.

Previous wording

•Government Programs and Incentives. There are various governmental policies, grants, loans, and other incentives, including regulatory credits, designed to increase electric vehicle (“EV”) adoption, support the production of EVs and related technologies, and promote the use of alternative fuels, among other objectives. While certain such incentives, such as 30D and 45W tax credits for EV purchases or leases acquired after September 30, 2025, have been modified, challenged, or phased out, other incentives, such as the 45X tax credit for domestic battery production, remain available. Additionally, we have entered into a loan facility with the DOE, an amended Economic Development Agreement with the State of Georgia and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County to support our Stanton Springs North Facility, and a Reimagining Energy and Vehicles (“REV”) Tax Credit Agreement with the State of Illinois acting by and through the Department of Commerce and Economic Opportunity to support the expansion of our Normal Factory. United States federal government incentives are subject to change by Congress and the presidential administration. Any reduction or elimination of relevant incentives, or our failure to meet eligibility requirements, could have a direct impact on demand for our vehicles and a material adverse impact on our business, prospects, financial condition, results of operations, and cash flows.

Current wording

•Government Programs and Incentives. There are various governmental policies, grants, loans, and other incentives, including regulatory credits, designed to increase electric vehicle (“EV”) adoption, support the production of EVs and related technologies, and promote the use of alternative fuels, among other objectives. While certain such incentives, such as 30D and 45W tax credits for EV purchases or leases acquired after September 30, 2025, have been modified, challenged, or phased out, other incentives, such as the 45X tax credit for domestic battery production, remain available. Additionally, we have entered into a loan facility with the DOE, as well as an amended Economic Development Agreement with the State of Georgia and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County to support our Stanton Springs North Facility, and a Reimagining Energy and Vehicles (“REV”) Tax Credit Agreement with the State of Illinois acting by and through the Department of Commerce and Economic Opportunity to support the expansion of our Normal Factory. United States federal government incentives are subject to change by Congress and the presidential administration. Any reduction or elimination of relevant incentives, or our failure to meet eligibility requirements, could have a direct impact on demand for our vehicles and a material adverse impact on our business, prospects, financial condition, results of operations, and cash flows.

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 and interest rates, 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. Additionally, if we are unable to fully offset higher costs through price increases or other measures, especially during periods of elevated inflation and interest rates, we could experience an adverse impact to our business, prospects, financial condition, results of operations, and cash flows.

Previous wording

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

Current wording

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

Previous wording

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 wording

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

Previous 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.

Current wording

Automotive revenues increased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily due to a 29% increase in vehicle deliveries and an $83 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 nine months ended September 30, 2025 and 2026, automotive revenues related to regulatory credits were $162 million and $245 million, respectively.

Previous wording

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 wording

Automotive cost of revenues increased 28% for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily due to a 46% increase in vehicle deliveries. The increased cost of revenues was partially offset by lower per-unit material and conversion costs from a higher mix of R2 and commercial van deliveries, as well as higher production levels and a refund receivable for certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) recorded during the three months ended September 30, 2026. For the three months ended September 30, 2025 and 2026, automotive cost of revenues included $123 million and $157 million of depreciation and amortization expense and $9 million and $11 million of stock-based compensation expense, respectively.

Previous wording

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 wording

As we continue ramping R2 production, we have experienced and may continue to experience higher cost of revenues as fixed costs are allocated across volumes lower than total capacity. For the three and nine months ended September 30, 2026, we recognized approximately $120 million and $220 million, respectively, in incremental cost of revenues due to the ramp of R2 production as compared to production at more normalized levels.

Previous wording

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 wording

Automotive gross profit losses improved for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily resulting from increases in delivery volumes at an improved per unit margin, an increase in revenues related to regulatory credits, and an IEEPA tariff refund receivable, partially offset by costs related to the ramp of R2 production.

Previous 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.

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 have experienced and may continue to experience higher conversion costs, higher depreciation expense, 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 is expected to allow 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 May 3, 2025 through April 2030. To date, we have received our licenses for production through April 2027 and anticipate receiving tariff offset credits through the end of the program in 2030. While we also are subject to tariffs on imported materials containing steel, aluminum, and graphite, as well as Section 301 Forced Labor tariffs on certain products, our ability to self-certify components used in United States vehicle manufacturing as being subject to 232 Automotive tariffs as of November 2025 allows us to utilize stacking rules and our offset to eliminate many of these tariffs.

Previous wording

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 wording

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. In June 2026, the United States Department of Justice (“DOJ”) appealed certain refunds addressed by the injunctions. In July 2026, Rivian filed a lawsuit in the CIT to ensure the ability to recover IEEPA tariffs subject to DOJ appeal and in September 2026, the CBP announced that it would issue refunds ordered by the CIT to importers of record that are plaintiffs in pending CIT IEEPA refund cases. As a result, we have recorded an IEEPA tariff refund receivable with a corresponding reduction to automotive cost of revenues during the three and nine months ended September 30, 2026. We have experienced and could continue to experience increases to our cost of revenues as a result of tariffs.

Previous 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.

Current wording

Software and services cost of revenues increased for the three months ended September 30, 2026 compared to the three months ended September 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 September 30, 2025 and 2026, software and services cost of revenues included $2 million and $9 million of depreciation and amortization expense and $15 million and $17 million of stock-based compensation expense, respectively.

Previous wording

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 wording

Software and services cost of revenues increased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to increases in vehicle electrical architecture and software development services, vehicle repair and maintenance services, and our Autonomy+ paid software offering which began in April 2026, partially offset by lower remarketing sales. For the nine months ended September 30, 2025 and 2026, software and services cost of revenues included $6 million and $24 million of depreciation and amortization expense and $50 million and $53 million of stock-based compensation expense, respectively.

Previous 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).

Current wording

Software and services gross profit increased for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively, primarily due to increases in vehicle electrical architecture and software development services provided by the Joint Venture, as well as our Autonomy+ paid software offering which began in April 2026. 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 we expand our paid software offerings such as Autonomy+, Connect+, and FleetOS, and as serviced vehicles age out of warranty. 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

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.

Current wording

R&D expenses increased for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily driven by increases in software expenses to support AI and autonomy initiatives, partially offset by a reduction in engineering, design, and development spend. For the three months ended September 30, 2025 and 2026, R&D expenses included $18 million and $24 million of depreciation and amortization expense and $74 million and $79 million of stock-based compensation expense, respectively.

Previous wording

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 wording

R&D expenses increased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily driven by increases in software expenses to support AI and autonomy initiatives and payroll and related expenses to support the R2 launch, partially offset by a reduction in engineering, design, and development spend. For the nine months ended September 30, 2025 and 2026, R&D expenses included $52 million and $72 million of depreciation and amortization expense and $230 million and $260 million of stock-based compensation expense, respectively.

Previous 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.

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 continued increased R&D spend associated with the acceleration of our autonomy roadmap.

Previous 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.

Current wording

SG&A expenses increased for the nine months ended September 30, 2026 compared to the nine months ended September 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, software, facilities, and utilities. For the nine months ended September 30, 2025 and 2026, SG&A expenses included $162 million and $182 million of depreciation and amortization expense and $238 million and $288 million of stock-based compensation expense, respectively.

Previous wording

We plan to make continued investments in our facilities, go-to-market operations, spaces, service centers, and technology infrastructure for our future operations.

Current wording

We plan to make continued investments in our go-to-market operations, facilities, spaces, service centers, and technology infrastructure for our future operations.

Previous 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.

Current wording

Interest income decreased for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively, primarily due to lower interest rates on invested capital and lower average balances of cash, cash equivalents, and short-term investments.

Previous 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.

Current wording

Other (expense) income, net improved for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, resulting primarily from expense recorded during the three months ended September 30, 2025 for the settlement of securities class action litigation. See Note 13 - Commitments and Contingencies to our condensed consolidated financial statements included in this Form 10-Q for more information. Other (expense) income, net improved for the nine months ended September 30, 2026 compared to the nine months ended September 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 April 2025, we entered into an amendment of the credit agreement governing the ABL Facility to (i) extend the maturity date to April 2030 (subject to earlier maturity if certain other debt remains outstanding at a specified earlier date), (ii) amend the restrictive covenants in order to permit funding commitments under the Department of Energy loan described below, and (iii) amend certain other covenants. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.

Current wording

In April 2025, we entered into an amendment of the credit agreement governing the ABL Facility to (i) extend the maturity date to April 2030 (subject to earlier maturity if certain other debt remains outstanding at a specified earlier date), (ii) amend the restrictive covenants in order to permit the funding of commitments under the Department of Energy Loan described below, and (iii) amend certain other covenants. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.

Previous wording

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.

Current wording

In July 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 less underwriting discounts. 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, which the Underwriters exercised in full. 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.

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 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.

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).

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 $1.0 billion term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding. 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 Holding, Inc. (formerly known as Volkswagen International America, Inc.) (“VW”) and Volkswagen Aktiengesellschaft (“VW AG” and together with VW and their respective affiliates, “Volkswagen Group”), 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

Also in connection 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. On October 7, 2026, under the loan agreements entered into in November 2024 among us, the Joint Venture Equityholder, the Joint Venture, and Volkswagen Group (“Joint Venture Loan Agreements”), the term loans were funded in the full committed amount of $1.0 billion. The proceeds were concurrently loaned by Volkswagen Group to the Joint Venture and then by the Joint Venture to the Joint Venture Equityholder. The Joint Venture Equityholder then distributed the proceeds to the Company to be used for general corporate purposes. The loans mature in October 2036. Beginning in October 2029, $100 million of principal will be repaid each year in biannual installments of $50 million, with the remaining balances of the principal amounts due on the final maturity date. The loans may be prepaid at any time, in whole or in part, without any prepayment premium or penalty. Interest will accrue at a fixed rate per annum of 5.93% for the loan between Volkswagen Group and the Joint Venture and 6.03% for the loan between the Joint Venture and the Joint Venture Equityholder and will be paid on a semi-annual basis, with the first interest payment due in October 2028. See Note 8 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information.

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 six months ended June 30, 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 nine months ended September 30, 2026, there were no material changes in our non-cancellable commitments.

Previous wording

Net cash used in operating activities increased during the six months ended June 30, 2026, primarily reflecting increased cash used by working capital, driven by a reduction in deferred revenues and a buildup of inventory purchases to support the launch of R2.

Current wording

Net cash used in operating activities increased during the nine months ended September 30, 2026, primarily reflecting increased cash used by working capital driven by a reduction in deferred revenues (see Note 3 "Revenues" to our condensed consolidated financial statements included in this Form 10-Q for more information) and a buildup of inventory purchases to support the launch of R2.

Previous wording

Net cash used in investing activities decreased during the six months ended June 30, 2026, primarily driven by lower purchases and higher maturities of short-term investments. During the six months ended June 30, 2026, 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 decreased during the nine months ended September 30, 2026, primarily driven by lower purchases and higher maturities of short-term investments. During the nine months ended September 30, 2026, we continued to invest in the growth of our business at our Normal Factory, our next generation vehicle platforms and technologies, construction at our future Stanton Springs North Facility, and our go-to-market infrastructure.

Previous wording

Net cash provided by financing activities during the six months ended June 30, 2026 primarily resulted from the receipt of $1.0 billion from Volkswagen Group in exchange for approximately 63 million shares of Class A common stock pursuant to the achievement of the Testing Milestones defined in the Investment Agreement, as well as the receipt of $300 million from Uber in exchange for approximately 20 million shares of Class A common stock pursuant to the Subscription Agreement. Net cash provided by financing activities during the six months ended June 30, 2025 primarily resulted from the receipt of $750 million from Volkswagen Group in exchange for approximately 52 million shares of Class A common stock pursuant to the achievement of the Financial Milestone defined in the Investment Agreement.

Current wording

Net cash provided by financing activities during the nine months ended September 30, 2026 primarily resulted from the receipt of approximately $1.317 billion in net proceeds from the Underwriters for the issuance and sale of 86.25 million shares of Class A common stock in a public offering, the receipt of $1.0 billion from Volkswagen Group in exchange for approximately 63 million shares of Class A common stock pursuant to the achievement of the Testing Milestones defined in the Investment Agreement, and the receipt of $300 million from Uber in exchange for approximately 20 million shares of Class A common stock pursuant to the Subscription Agreement. Net cash provided by financing activities during the nine months ended September 30, 2025 primarily resulted from the receipt of $750 million from Volkswagen Group in exchange for approximately 52 million shares of Class A common stock pursuant to the achievement of the Financial Milestone defined in the Investment Agreement.

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, 2026, 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, 2026, there were no material changes to our critical accounting policies and estimates from those discussed in the Form 10-K.