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(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒     No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒   No  ¨ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨       No  ☒

As of April 21, 2026, 1,256,505,294 shares of the registrant's Class A common stock were outstanding, and 3,912,500 shares of the registrant's Class B common stock were outstanding.

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Form 10-Q include, but are not limited to, statements regarding our future results of operations and financial position, industry and business trends, equity compensation, business strategy, plans, market growth, facility construction, regulatory and political developments, current and expected future investments by Volkswagen Group, our partnership with and current and expected future investments by Uber Technologies, Inc., funding of the DOE Loan (as defined herein), other strategic investments, and our objectives for future operations.

The forward-looking statements in this Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part II, Item 1A “Risk Factors” and elsewhere in this Form 10-Q as well as in any subsequent filings. The forward-looking statements in this Form 10-Q are based upon information available to us as of the date of this Form 10-Q, and while we believe such information is a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

You should read this Form 10-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q with the understanding that our actual future results, performance, and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Form 10-Q, whether as a result of any new information, future events or otherwise.

As used in this Form 10-Q, unless otherwise stated or the context requires otherwise, references to “Rivian,” the “Company,” “we,” “us,” and “our,” refer to Rivian Automotive, Inc. and its consolidated subsidiaries.

Our business is subject to a number of risks and uncertainties, including those described in Part II, Item 1A “Risk Factors” of this Form 10-Q. The principal risks and uncertainties affecting our business include the following:

•We are a growth stage company with limited operating history and a history of losses. We expect to incur significant expenses and continuing losses for the foreseeable future and may not be able to achieve or maintain profitability in the future.

•We expect to continue to incur significant cost of revenues, operating expenses, and capital expenditures, and we may underestimate or not effectively manage the cost of revenues, operating expenses, and capital expenditures associated with our business and operations.

•We will require additional financings to raise capital to support our business, which may not be available in a timely manner, on terms that are acceptable, or at all.

•The success of our business depends on attracting and retaining a large number of consumers and maintaining strong demand for our vehicles, software and services. If we are unable to do so, we will not be able to achieve profitability.

•The automotive and value added software and services markets in which we operate are highly competitive, and we may not be successful in competing in these markets.

•Our future growth is dependent on the demand for, and upon customers’ willingness to adopt, electric vehicles (“EVs”).

•Our long-term results depend upon our ability to successfully introduce, integrate, and market new products and services, which may expose us to new and increased challenges and risks, and any inability to do so could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.

•We have experienced, and may in the future experience, significant delays in the manufacture and delivery of our vehicles, which could harm our business, prospects, financial condition, results of operations, and cash flows.

•We must continue to develop complex software and hardware in coordination with the Joint Venture and our other vendors and suppliers to reach mass production for our vehicles, and there can be no assurance such systems will be successfully developed or integrated on a timely basis or at all, or perform effectively once integrated.

•We are subject to risks associated with our joint venture with Volkswagen Group, including that a significant portion of our software and services revenues has been from Volkswagen Group. If the Joint Venture does not meet its operational objectives, or we do not achieve the anticipated incremental benefits and future revenue opportunities as a result of the Joint Venture then our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.

•We may be subject to risks associated with additional strategic alliances or acquisitions.

•We have experienced, and could experience in the future, cost increases and disruptions in supply of raw materials, components or equipment used to produce our vehicles.

•We are dependent on establishing and maintaining relationships with vendors and suppliers necessary for the production of our products and services, a significant number of which are single or limited source suppliers, and effectively managing the risks due to such relationships.

•We may not be able to accurately estimate the supply and demand for our vehicles, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenues and profits. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.

•If we fail to scale our business operations or otherwise manage our future growth effectively as we attempt to rapidly grow the Company, we may not be able to produce, market, service and sell (or lease) our vehicles, software and services successfully.

•A significant portion of our automotive revenues has been from one customer that is an affiliate of one of our principal stockholders. If we are unable to maintain this relationship, or if this customer purchases significantly fewer vehicles than we currently anticipate, then our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.

•We are highly dependent on the services and reputation of Robert J. Scaringe, our Founder and Chief Executive Officer (“CEO”).

•The unavailability, reduction or elimination of government and economic incentives and credits could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

•We may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives, including regulatory credits, for which we apply or are approved for. As a result, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.

•Breaches in data security, failure of Technology Systems, cyber attacks or other security or privacy-related incidents affecting us or our vendors and suppliers could have a material adverse effect on our reputation and brand, harm our business, prospects, financial condition, results of operations, and cash flows and subject us to legal or regulatory fines or damages.

•We are, and may in the future become, subject to patent, trademark, and/or other intellectual property infringement claims, which may be time-consuming, cause us to incur significant liability, and increase our costs of doing business.

•Our business has been and may continue to be adversely affected by trade tariffs or other trade barriers.

•We are subject to export and import control laws, and non-compliance with such laws can subject us to civil or criminal liability and other serious consequences, which can harm our business.

•Our vehicles are subject to motor vehicle safety standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

•We may be exposed to delays, limitations, and risks related to permits and other approvals required to build, operate, or expand operations at our manufacturing facilities and face risks in connection with the construction and development of facilities to support R2 in our Normal Factory and our Stanton Springs North Facility.

See accompanying notes to these condensed consolidated financial statements.

See accompanying notes to these condensed consolidated financial statements.

See accompanying notes to these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

			Three Months Ended March 31,
			2025						2026
Cash flows from operating activities:
Net loss			$	(541)					$	(416)
Depreciation and amortization			200						194
Stock-based compensation expense			188						207
Gain on strategic investments			(101)						(506)
Other non-cash activities			20						74
Changes in operating assets and liabilities:
Accounts receivable, net			31						211
Inventory			(364)						(80)
Other assets			14						89
Accounts payable and accrued liabilities			334						(182)
Deferred revenues			59						(290)
Other liabilities			(28)						(4)
Net cash used in operating activities			(188)						(703)
Cash flows from investing activities:
Purchases of equity securities and short-term investments			(835)						(558)
Sales of equity securities and short-term investments			48						16
Maturities of short-term investments			717						1,003
Deconsolidation of Mind Robotics, Inc.			—						(114)
Capital expenditures			(338)						(372)
Net cash used in investing activities			(408)						(25)
Cash flows from financing activities:
Proceeds from stock-based compensation programs			2						1
Other financing activities			(8)						(3)
Net cash used in financing activities			(6)						(2)
Effect of exchange rate changes on cash and cash equivalents			1						(4)
Net change in cash			(601)						(734)
Cash, cash equivalents, and restricted cash—Beginning of period			5,294						3,579
Cash, cash equivalents, and restricted cash—End of period			$	4,693					$	2,845
Supplemental disclosure of non-cash investing and financing activities:
Capital expenditures included in liabilities			$	423					$	534
Capital stock issued to settle bonuses			$	47					$	110
Right-of-use assets obtained in exchange for operating lease liabilities			$	73					$	60

See accompanying notes to these condensed consolidated financial statements.

Rivian Automotive, Inc. (together with its consolidated subsidiaries, “Rivian” or the “Company”) was incorporated as a Delaware corporation on March 26, 2015. Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services. Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers. The Company analyzes the results of the business through two reportable segments, Automotive and Software and Services.

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

The Company consolidates entities in which it has a controlling financial interest (see Note 16 "Variable Interest Entities” for more information). Intercompany balances and transactions have been eliminated in consolidation.

In connection with the formation of Rivian and Volkswagen Group Technologies, LLC (the “Joint Venture”), the Company and 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”) entered into an investment agreement (“Investment Agreement”) for additional equity investments in the Company, 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 the Company received $1,000 million in exchange for approximately 63 million shares of the Company’s 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).

The remaining investment included in the Investment Agreement will be made upon the earlier of January 3, 2028 and the achievement of the Start of Production Milestone defined in the Investment Agreement, whereby the Company will receive $460 million in exchange for $250 million of the Company’s Class A common stock, calculated based on the 30-trading day volume-weighted average price prior to share issuance. See Note 3 "Revenues" for more information.

The Company, together with Rivian JV SPV, LLC (“Joint Venture Equityholder”), and Volkswagen Group also entered into loan agreements (“Loan Agreements”) providing for a committed $1,000 million term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding. When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by the Company for general corporate purposes.

The Company’s 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. See Note 8 “Debt” for more information.

In March 2026, the Company entered into a subscription agreement (“Subscription Agreement”) with SMB Holding Corporation and Uber Technologies, Inc. (together with their affiliates, “Uber”), pursuant to which the Company expects to receive $300 million subject to the satisfaction of customary closing conditions, including the receipt or waiver of required regulatory approvals. In exchange, the Company expects 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).

The Company 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, the Company 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.

In connection with the Subscription Agreement, the Company also entered into master framework and vehicle production agreements governing the collaboration with Uber to develop, deploy, and operate autonomous vehicles on Uber's ridehailing and delivery platform, including the design, development, and manufacture of vehicles based on the Company’s R2 platform, equipped with the Company’s Level 4 autonomous driving system.

Accounting estimates are an integral part of the condensed consolidated financial statements. These estimates require the use of judgments and assumptions that may affect the reported amounts of assets, liabilities, revenues, and expenses in the periods presented. Estimates are used for, but not limited to, warranty reserves, inventory valuation, property, plant, and equipment, leases, income taxes, stock-based compensation, commitments and contingencies, residual value risk sharing (“RVRS”) liability, and other revenue transactions, including progress toward the completion of the Joint Venture’s combined performance obligation. The Company believes that the accounting estimates and related assumptions employed in the condensed consolidated financial statements are appropriate and the resulting balances are reasonable under the circumstances. However, due to the inherent uncertainties involved in making estimates, actual results could differ from the original estimates, requiring adjustments to estimated amounts in future periods.

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

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

The Company does not utilize derivative instruments for trading or speculative purposes.

The Company has entered into commodity contracts, and the resulting asset, liability, and aggregate notional amount were not material as of December 31, 2025 and March 31, 2026. These derivatives are economic hedges used to manage overall price risk and have not been designated as hedging instruments. During the three months ended March 31, 2025 and 2026, gains and losses resulting from changes in fair value were not material.

Financial instruments that potentially subject the Company to concentration of counterparty credit risk consist of cash and cash equivalents, short-term investments, accounts receivable, customer deposits, derivative instruments, and debt. The Company is exposed to credit risk on cash to the extent that a balance with a financial institution exceeds the Federal Deposit Insurance Company insurance limits. The Company is exposed to credit risk on cash equivalents and short-term investments to the extent that counterparties are unable to settle maturities or sales of investments. The Company is exposed to credit risk on accounts receivable to the extent that counterparties are unable to pay for the sales transaction and on customer deposits to the extent that counterparties are unable to complete the corresponding purchase transaction. The Company is exposed to credit risk on derivative instruments to the extent that counterparties are unable to settle derivative asset positions and on debt to the extent that the senior secured asset-based revolving credit facility (“ABL Facility”) lenders are not able to extend credit. The degree of counterparty credit risk varies based on many factors, including the duration of the underlying transaction and the contractual terms of the underlying agreement.

As of December 31, 2025 and March 31, 2026, all of the Company’s cash, typically in amounts exceeding insured limits, was distributed across several large financial institutions that the Company believes are of high credit quality. Management evaluates and approves credit standards and oversees the credit risk management function related to cash equivalents, short-term investments, accounts receivable, and customer deposits. As of December 31, 2025 and March 31, 2026, the counterparties to the Company’s derivative instruments, the ABL Facility lenders, and JP Morgan Chase Bank, N.A. (“Chase Bank”), from which accounts receivable are due to the Company (see Note 3 "Revenues" for more information), are financial institutions that the Company believes are of high credit quality.

The Company is subject to risks related to its dependence on its suppliers, the majority of which are single-source providers of raw materials or components for the Company’s products. Any inability or unwillingness of the Company’s suppliers to deliver necessary raw materials or product components at timing, prices, quality, and volumes that are acceptable to the Company could have a material impact on the Company’s 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 the Company’s business. The imposition of tariffs and other trade barriers may make it more costly to import raw materials and product components and could result in disruptions in supply and production.

The Company applies the equity method of accounting to investments in the common stock or in-substance common stock of entities over which the Company has significant influence. The carrying value of the Company‘s equity method investments is recorded within “Strategic investments” on the Condensed Consolidated Balance Sheets, with all adjustments to the carrying value, including the Company‘s share of the investee’s results of operations and cash flows, recorded in Other income, net” in the Condensed Consolidated Statements of Operations. As of March 31, 2026, the Company had significant influence over the following investments of in-substance common stock, resulting in the equity method of accounting, which the Company has elected to apply on a one-quarter lag.

In December 2025, January 2026, and March 2026, Also, Inc. (“Also”) issued additional Series C preferred shares to third parties, resulting in further dilution of the Company’s ownership interest. The aggregate gain associated with the corresponding adjustments to the carrying value of the Company‘s equity method investment is not material. For the three months ended March 31, 2025 and 2026, the Company’s share of Also’s results of operations was not material. As of March 31, 2026 the Company’s ownership interest in Also was 35.3% on a shares outstanding basis.

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

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

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

The resulting gain on deconsolidation of $506 million was recorded to “Other income, net” in the Condensed Consolidated Statements of Operations. As of March 31, 2026, the Company’s ownership interest in Mind Robotics was 37.6% on a shares outstanding basis.

The Joint Venture provides a deferred compensation program that allows for shares of Volkswagen Group equity and phantom shares, in some cases, to be awarded to its employees, non-employees including directors, and consultants, generally vesting in quarterly installments over 2 years. The corresponding shares held in trust are accounted for as an investment in equity securities and carried at fair value within “Other current assets” and “Other non-current assets” on the Condensed Consolidated Balance Sheets, with unrealized holding gains and losses recorded in “Other income, net” in the Condensed Consolidated Statements of Operations. The accrued liability for deferred compensation also is carried at fair value within “Accrued liabilities” on the Condensed Consolidated Balance Sheets, with changes in fair value recorded to compensation expense in the Condensed Consolidated Statements of Operations. Purchases of shares of Volkswagen Group equity are recorded in “Purchases of equity securities and short-term investments” in the investing section of the Condensed Consolidated Statements of Cash Flows.

The investment in equity securities and accrued liability for deferred compensation are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices for identical assets or liabilities in active markets and were not material as of March 31, 2026. For the three months ended March 31, 2026, unrealized holding gains and losses on the investment in equity securities and deferred compensation expense were not material.

Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses (“DISE”) requires more detailed information about the types of expenses included in commonly presented expense captions. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with retrospective application permitted. The Company is currently evaluating the presentational impact of this ASU and expects to adopt its provisions in the Annual Report on Form 10-K for the year ending December 31, 2027.

The following table disaggregates revenue by major source (in millions):

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

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

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

The Company’s revenues from new EV sales to Chase Bank, with Chase Bank entering into leasing arrangements with consumers for purchased vehicles, were approximately 34% and 18% of the Company’s total revenues during the three months ended March 31, 2025 and 2026, respectively. The Company has an obligation to share a portion of the difference between the residual value realized by Chase Bank at the end of the lease term and the residual value determined at lease inception. This obligation is recorded upon delivery of vehicles to Chase Bank as an RVRS liability in “Other non-current liabilities” on the Condensed Consolidated Balance Sheets. The RVRS liability is recorded as a reduction to the transaction price and is estimated at the amount the Company is expected to pay to Chase Bank at the end of the lease term. The estimate is based on third-party residual value publications and estimated future prices. While the Company re-evaluates the adequacy of the RVRS liability on a regular basis and makes revisions when necessary, the estimate is inherently uncertain, especially given the limited history of Rivian leases, and more historical experience or updates to benchmarks and projections may cause changes to the RVRS liability in the future. As of December 31, 2025 and March 31, 2026 the RVRS liability was not material.

The standalone selling prices of performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services, and other available information. The transaction price is allocated among the performance obligations in proportion to the standalone selling prices.

The Company generates tradable credits from various regulatory standards, including standards related to zero-emission vehicles (“ZEVs”), greenhouse gas, fuel economy, and clean fuel in the United States and Canada. The Company sells regulatory credits to third parties, and revenue is recognized at the point in time that control of the regulatory credits is transferred to the purchasing party. Payment is typically received within one quarter or less of transfer of control of the credits to the customer. Many of the programs governing such tradable credits have been or may be modified or are being phased out, and the Company‘s ability to continue earning and selling the corresponding credits is uncertain at this time.

Software and services revenues consist primarily of services provided by the Joint Venture to further develop, customize, and enhance Rivian’s vehicle electrical architecture technology and software for use in the customer’s future vehicle programs, sales of vehicle trade-ins and pre-owned Rivian EVs (“remarketing”), and vehicle repair and maintenance services.

Remarketing revenue is recognized at the point in time when vehicle title and risk of loss transfer to the customer. Revenues for vehicle repair and maintenance services are recognized over time as services are provided.

The combined performance obligation for the services provided by the Joint Venture is satisfied over time, until the vehicle electrical architecture technology and software promised to the customer is completed. In addition to ongoing payments to fund the Joint Venture’s development services, revenue for the combined performance obligation includes the following consideration transferred by the customer:

•$1,295 million received in November 2024 for a license of intellectual property related to Rivian’s existing vehicle electrical architecture and software technology,

•Variable consideration in the form of $250 million received in June 2025 for the achievement of the Financial Milestone

•$210 million to be received no later than January 3, 2028 as part of the Start of Production Milestone payment, and

•$201 million in noncash consideration paid by Volkswagen Group in the form of a loan commitment (see Note 8 "Debt").

The majority of the transaction price is included in the Company’s contract liabilities (i.e., deferred revenues) as of March 31, 2026, and the Company expects to recognize the corresponding revenue through approximately mid-2028, with the amount of revenue recognized each period expected to be relatively consistent over time given the Joint Venture’s steady progress toward satisfaction of the combined performance obligation. It is reasonably possible that the Company’s expectations could change over time according to changes in the pattern of progress, and as a result the pattern of revenue recognized could be adjusted over time and ultimately differ from current expectations. The Company recognized $167 million and $282 million of revenue for the combined performance obligation with Volkswagen Group for the three months ended March 31, 2025 and 2026, respectively. As of December 31, 2025 and March 31, 2026, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Condensed Consolidated Balance Sheets were $328 million and not material, respectively.

Payment for vehicle electrical architecture and software development services is generally due in advance. Payment for remarketing and vehicle repair and maintenance services is typically received when control transfers to the customer or due in accordance with payment terms customary to the business.

The Company recognizes deferred revenues when payments are received or due before the related performance obligation is satisfied.

The Company’s deferred revenues are primarily the result of consideration received in advance for the Joint Venture’s combined performance obligation, including ongoing payments to fund the Joint Venture’s development services which are generally recognized as revenues within 12 months of receipt, as well as payments for EVs collected prior to delivery, generally satisfied as vehicles are delivered, extended vehicle repair and maintenance contracts, satisfied over the coverage period, and over-the-air (“OTA”) vehicle software updates which met the definition of a performance obligation until the three months ended December 31, 2025, generally satisfied over the estimated useful life of the EV. The Company’s deferred revenues exclude fully-refundable customer deposits. The following table summarizes the Company’s deferred revenues recorded by line item on the Condensed Consolidated Balance Sheets (in millions):

As of December 31, 2025 and March 31, 2026, $1,794 million and $1,515 million, respectively, of the Company’s deferred revenues consisted of consideration received from Volkswagen Group. Refer to Note 12 “Related Party Transactions” for deferred revenues corresponding to Amazon.com, Inc. and its affiliates (“Amazon”). Deferred revenues recognized from contract liability balances as of December 31, 2024 and 2025 were $214 million and $376 million for the three months ended March 31, 2025 and 2026, respectively.

The Company provides a manufacturer’s warranty on new consumer vehicles. A warranty reserve is recorded at the time of sale and once a specific field service action has been identified. The amount reserved is comprised of an actuarial estimate of the projected costs to repair, replace, or adjust defective component parts under the applicable warranty period and the estimated cost of identified field service actions. These estimates are based on an analysis of actual claims incurred to date and future expectations about the nature, frequency, and cost of future claims by vehicle cohort, which may leverage benchmark data. The Company re-evaluates the adequacy of the warranty reserve on a regular basis and makes revisions when appropriate. Warranty estimates are inherently uncertain, especially given the Company’s limited history of sales, and more historical experience or updates to projections and benchmarks may cause material changes to the warranty reserve in the future.

The following table summarizes the Company’s warranty reserve recorded by line item on the Condensed Consolidated Balance Sheets (in millions):

Warranty expense is recorded as a component of automotive cost of revenues in the Company’s Condensed Consolidated Statements of Operations. The following table presents the warranty and field service action activity within the reserve (in millions):

Cash and cash equivalents include cash in banks, highly liquid investments, and term deposits with maturities of three months or less recorded in “Cash and cash equivalents” on the Condensed Consolidated Balance Sheets. Short-term investments are available-for-sale debt securities and term deposits with maturities over three months recorded in “Short-term investments” on the Condensed Consolidated Balance Sheets. As the Company views these securities as available to support current operations, highly liquid securities with maturities beyond 12 months are classified as current assets.

The following table presents the fair value of the Company’s cash and cash equivalents and short-term investments and their corresponding level within the fair value hierarchy:

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

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

Inventory is stated at the lower of cost or net realizable value (“LCNRV”) and consists of raw materials, work in progress, finished goods, and service parts. The Company primarily calculates the carrying value of inventory using standard cost, which approximates actual cost on the first-in, first-out (“FIFO”) basis. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion. The Company assesses the valuation of inventory and periodically adjusts its carrying value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods. The following table summarizes the components of “Inventory” on the Condensed Consolidated Balance Sheets (in millions):

The following table summarizes the components of “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets (in millions):

Depreciation and amortization expense for property, plant and equipment was $189 million and $185 million for the three months ended March 31, 2025 and 2026, respectively.

The following table summarizes the components of “Long-term debt” on the Condensed Consolidated Balance Sheets (in millions):

In March 2023, the Company issued $1,500 million principal amount of green convertible unsecured senior notes due March 2029 (the “2029 Green Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”). The 2029 Green Convertible Notes accrue interest at a rate of 4.625% per annum, payable semi-annually in arrears on March 15 and September 15.

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

The 2029 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2025 and March 31, 2026, the fair value of the 2029 Green Convertible Notes was $1,882 million and $1,608 million, respectively.

In October 2023, the Company issued $1,725 million principal amount of green convertible unsecured senior notes due October 2030 (“the 2030 Green Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2030 Green Convertible Notes accrue interest at a rate of 3.625% per annum, payable semi-annually in arrears on April 15 and October 15.

Before July 15, 2030, the 2030 Green Convertible Notes are convertible at the option of the noteholders only upon the occurrence of certain events, as described in the indenture. From and after July 15, 2030, the 2030 Green Convertible Notes are convertible at any time at the noteholders’ election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election.

The initial conversion rate is 42.929 shares of common stock per $1,000 principal amount of 2030 Green Convertible Notes, which represents an initial conversion price of approximately $23.29 per share of the Company’s Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

The 2030 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2025 and March 31, 2026, the fair value of the 2030 Green Convertible Notes was $1,958 million and $1,654 million, respectively.

The Company intends to use the net proceeds from the 2029 Green Convertible Notes and 2030 Green Convertible Notes (together the “Green Convertible Notes”) to finance, refinance, or make direct investments in, in whole or in part, one or more new or existing eligible green projects, as described in the Company’s green financing framework.

In June 2025, the Company issued $1,250 million aggregate principal amount of fixed rate senior secured green notes due January 15, 2031 (“2031 Green Secured Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The 2031 Green Secured Notes bear interest at a fixed rate of 10% per annum. Interest is paid in cash semi-annually in arrears on January 15 and July 15 of each year beginning on January 15, 2026.

The 2031 Green Secured Notes are secured (a) on a first-priority basis by substantially all assets of the Company and the guarantors, other than ABL Priority Collateral (as defined in (c) below), (b) if and when the Department of Energy Loan (as discussed below) is funded, on a first-priority basis by substantially all assets of Rivian New Horizon, LLC, and (c) on a second-priority basis by the inventory, receivables, certain deposit accounts and certain related assets (which exclude intellectual property) which secure the ABL Facility on a first-priority basis (the “ABL Priority Collateral”), in each case subject to certain excluded assets and permitted liens. The 2031 Green Secured Notes contain a number of customary covenants similar to the covenants under the ABL Facility. As of March 31, 2026, the Company was in compliance with all covenants required by the 2031 Green Secured Notes.

The 2031 Green Secured Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2025 and March 31, 2026, the fair value of the 2031 Green Secured Notes was $1,231 million and $1,213 million, respectively.

In April 2025, the Company entered into an amendment of the credit agreement governing the ABL Facility to (i) extend the maturity date to April 8, 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. Availability under the ABL Facility is based on the lesser of the borrowing base and the committed $1,500 million cap and reduced by borrowings and the issuance of letters of credit, with a letter of credit sub-limit of $1,000 million. The ABL Facility contains certain affirmative and negative covenants and conditions to borrowing or taking other actions and is secured by specified assets of a group of the Company’s subsidiaries, which is subject to a minimum liquidity requirement and fixed charge coverage ratio calculated quarterly, effectively restricting the net assets of the group of subsidiaries.

As of March 31, 2026, the Company had no borrowings under the ABL Facility and $223 million of letters of credit outstanding, resulting in availability under the ABL Facility of $564 million after giving effect to the borrowing base and the outstanding letters of credit. As of March 31, 2026, the Company was in compliance with all covenants required by the ABL Facility.

In November 2024, the Company, together with Rivian JV SPV, LLC (“Joint Venture Equityholder”), and Volkswagen Group also entered into loan agreements (“Loan Agreements”) providing for a committed $1,000 million term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding. When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by the Company for general corporate purposes. If and when funded, the per annum rate of interest on the loan is expected to be lower than a loan with comparable terms funded by a large financial institution. Accordingly, upon execution of the Loan Agreements, the $201 million fair value of the below-market funding commitment was included within Other non-current assets and Other non-current liabilities on the Condensed Consolidated Balance Sheets (see Note 3 "Revenues" for more information).

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.

The carrying value of “Accrued liabilities” on the Condensed Consolidated Balance Sheets includes the following components (in millions):

The carrying value of “Current portion of deferred revenues, lease liabilities, and other liabilities” on the Condensed Consolidated Balance Sheets includes the following components classified as current (in millions):

The carrying value of “Other non-current liabilities” on the Condensed Consolidated Balance Sheets includes the following components classified as current (in millions):

The Company’s provision for income taxes was not material and the effective tax rate was 0% for the three months ended March 31, 2025 and 2026. The Company maintains a valuation allowance on all deferred tax assets except in certain foreign jurisdictions, as it has concluded that it is more likely than not that these assets will not be utilized.

The Company's 2015 Long-Term Incentive Plan and 2021 Incentive Award Plan (together, “Stock Plans”) permit the grant of restricted stock units (“RSUs”), stock options, and other stock-based awards to employees, non-employees including directors, and consultants.

The following table summarizes the Company’s restricted stock unit activity during the three months ended March 31, 2026:

Stock option activity during the three months ended March 31, 2026 was not material.

As of March 31, 2026, the Company’s unrecognized stock-based compensation expense for unvested awards was approximately $1,671 million, which is expected to be recognized over a weighted-average period of 2.3 years for RSUs and 4.6 years for stock options.

The Company recorded $99 million and $468 million in revenues from Amazon for the three months ended March 31, 2025 and 2026, respectively, in the Condensed Consolidated Statements of Operations, primarily within the automotive segment and related to the sale of EDVs. As of December 31, 2025 and March 31, 2026, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Condensed Consolidated Balance Sheets were $11 million and $127 million, respectively. Deferred revenues related to EDV sales were $365 million and $359 million as of December 31, 2025 and March 31, 2026, respectively, primarily for advance payments and extended service contracts. Refer to Note 3 "Revenues" for more information.

In June 2025, the Company began selling Rivian Adventure Gear via the Amazon.com platform. For the three months ended March 31, 2026, sales commissions paid to Amazon for sales of Rivian adventure gear via the Amazon.com platform were not material.

The Company obtains data services, including hosting, storage, and compute from Amazon. Expenses related to these services were $31 million and $78 million during the three months ended March 31, 2025 and 2026, respectively. As of December 31, 2025 and March 31, 2026, the unpaid amounts related to these services were not material.

The Company obtained significant influence over Also in conjunction with its investment in preferred shares of Also during the three months ended March 31, 2025, resulting in Also being a related party of the Company. Transactions with Also during the three months ended March 31, 2025 subsequent to the inception of the related party relationship and during the three months ended March 31, 2026 were not material.

Upon deconsolidation of Mind Robotics in March 2026 the Company retained significant influence over Mind Robotics in conjunction with its investment in preferred shares, resulting in Mind Robotics being a related party of the Company. Following deconsolidation, transactions with Mind Robotics during the three months ended March 31, 2026 were not material.

The Company records an accrued liability for loss contingencies that it determines are probable and estimable. Loss contingencies that the Company evaluates primarily include potential costs related to supply contracts, which can be a result of changing demand forecasts or design modifications or other causes, in addition to potential payments resulting from legal proceedings, such as commercial or employment-related litigation, and other events. Although the Company believes it has valid defenses with respect to legal proceedings, as of December 31, 2025 and March 31, 2026, the Company recorded approximately $350 million and $110 million, respectively, for estimated contingent losses in “Accrued liabilities” and “Accounts payable” on the Condensed Consolidated Balance Sheets. As of March 31, 2026, the Company estimates it is reasonably possible that losses in excess of the accrued liability could occur, up to approximately $170 million, or an excess of $60 million over the accrued liability recorded. The Company expects the majority of loss contingencies comprising the accrued liability to be resolved within the next 12 to 24 months. These amounts include the Company's estimates of probable and reasonably possible contingent losses corresponding to all lawsuits alleging securities law claims based on some or all of the facts alleged in the lawsuit described in the following paragraph, including derivative lawsuits.

Between March 7, 2022 and April 19, 2022, three alleged stockholders (the “Plaintiffs”) filed lawsuits against Rivian Automotive, Inc., certain of the Company’s officers and directors, and the Company’s initial public offering (“IPO”) underwriters on behalf of a putative class of purchasers of common stock in the Company’s IPO. The three suits were consolidated under the caption Crews v. Rivian Automotive, Inc., et al., 22-cv-01524-JLS-E (C.D. Cal.). The Court issued its Order granting preliminary approval of the corresponding proposed $250 million settlement on December 18, 2025, and as of December 31, 2025, $17 million of the settlement amount was funded into escrow via insurance recoveries. In January 2026, the remaining settlement balance of $233 million was funded into escrow, of which $183 million was funded by the Company and $50 million was funded by insurance recoveries.

On April 17, 2026 the Company’s Normal Factory experienced severe weather, and certain buildings and vehicles sustained damage. The Company is currently assessing the impact, which together with anticipated insurance recoveries is not expected to have a material effect on the condensed consolidated financial statements.

The Company has two classes of common stock: Class A common stock and Class B common stock. Shares of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. As of December 31, 2025 and March 31, 2026, 1,236 million and 1,256 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2025 and March 31, 2026, 4 million shares of Class B common stock were issued and outstanding. As of December 31, 2025 and March 31, 2026, 5,250 million shares of Class A common stock and 8 million shares of Class B common stock were authorized.

At the option of the holder, shares of Class B common stock are convertible anytime into an equal number of shares of Class A common stock.

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

Because the rights of the holders of Class A and Class B common stock, including liquidation and dividend rights, are identical except with respect to voting and conversion rights, undistributed earnings are allocated on a proportionate basis. As a result, net loss per share attributable to common stockholders is the same for Class A and Class B common stock, whether on an individual or combined basis.

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

Privately negotiated capped call transactions (“Capped Calls”) are excluded from the calculation of diluted earnings per share as they would be antidilutive. However, upon conversion, there will be no economic dilution from the 2030 Green Convertible Notes unless the market price of the Company’s Class A common stock exceeds the cap price as exercise of the Capped Calls offsets any dilution from the 2030 Green Convertible Notes from the conversion price up to the cap price.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share is as follows (in millions, except per share data):

On April 30, 2026 the Company issued approximately 63 million shares of the Company’s Class A common stock to Volkswagen Group in exchange for $1,000 million, calculated based on the 30-trading day volume-weighted average price prior to share issuance (i.e., $15.90 per share). See Note 1 "Presentation and Nature of Operations" for more information.

The Company defines its segments on the basis by which internally reported financial information is regularly reviewed by the chief operating decision maker (“CODM”) to evaluate financial performance, make operating decisions, and allocate resources. The Company’s CEO has been identified as the CODM. The Company analyzes the results of the business through two reportable segments, Automotive and Software and Services.

The Company's CODM assesses each segment's performance (i.e., progress against goals and overall cost management) using gross profit compared to prior period results and internal forecasts. This assessment includes the drivers of changes in gross profit by segment, including changes in volume and mix and in net pricing and cost categories at constant volume and mix. Gross profit is comprised of revenues and cost of revenues.

The Automotive reportable segment derives its revenues and cost of revenues from the production and sale of new EVs and the sale or utilization of regulatory credits generated by the production and sale of EVs.

The Software and services reportable segment derives its revenues and cost of revenues primarily from vehicle electrical architecture and software development services, remarketing, and vehicle repair and maintenance services. Subscriptions, extended service contracts, sales of vehicle accessories and regulatory credits not generated by the production and sale of EVs, and other items are also included.

The CODM does not receive segment asset information as it is not used to assess each segment's performance. There are no inter-segment revenues.

The tables below provide a reconciliation from the Company’s gross profit by segment to consolidated gross profit (in millions):

In November 2024, the Company established Rivian and Volkswagen Group Technologies, LLC with Volkswagen Group as a joint venture with a focus on software, electronic control units and related network architecture design and development.

The 50% equity interests held by Volkswagen Group and its corresponding portion of net income are reflected in stockholders’ equity on the Condensed Consolidated Balance Sheets as “Noncontrolling interest” and in the Condensed Consolidated Statements of Operations as “Net income attributable to noncontrolling interest”. As of December 31, 2025, the assets of the Joint Venture were approximately $800 million and primarily comprised of cash, accounts receivable, and equity securities held in trust (see Note 2 "Joint Venture Deferred Compensation Program" and Note 3 "Revenues" for more information). As of March 31, 2026, the assets of the Joint Venture were approximately $540 million and primarily comprised of cash and equity securities held in trust (see Note 2 "Joint Venture Deferred Compensation Program" for more information). As of December 31, 2025 and March 31, 2026, the liabilities of the Joint Venture were approximately $570 million and $420 million, respectively, primarily comprised of the current portion of deferred revenues.

Until March 2026, Mind Robotics was a consolidated variable interest entity of the Company. Refer to Note 2 "Strategic Investments" for more information.

The following discussion and analysis of our financial condition and results of operations should be read together with the condensed consolidated financial statements and related notes included in Part I, Item 1 "Financial Statements" of this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in this Form 10-Q, particularly those identified under Part II, Item 1A “Risk Factors”. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

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.

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.

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

Interconnected by our AI platform, Rivian unified intelligence underpins our products and suite of software and services including Autonomy+, designed to deliver fast-paced innovation cycles, structural cost advantages, and exceptional customer experiences.

We analyze the results of the business through two reportable segments, Automotive and Software and Services.

During three months ended March 31, 2026, we produced 10,236 vehicles and delivered 10,365 vehicles.

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”).

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.

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.

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.

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.

The Rivian Commercial Van platform underpins the EDV variant, designed and engineered by Rivian in collaboration with Amazon.com, Inc. and its affiliates (collectively, “Amazon”), our first commercial customer. The Rivian Commercial Van is a long-range, electric commercial step-in van designed for large scale production and deployment in a centrally-managed fleet. Amazon has ordered an initial volume of 100,000 EDVs globally, subject to modification.

We have designed a 500 and 700 cubic foot version of the vans, optimized for various commercial uses, including last mile delivery use cases. 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.

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

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.

•Joint Venture. Rivian and Volkswagen Group have formed an equally-owned joint venture as a separate legal entity to create next-generation electrical architecture and best-in-class software technology. The Joint Venture focuses on software, electronic control units (“ECUs”), and related network architecture design and development, with Volkswagen Group planning to utilize Rivian’s zonal ECU architecture and software stack across multiple brands. The Joint Venture’s financial results are consolidated within our Software and Services segment, but the Joint Venture is a separate legal entity with its own management and board of directors. See Note 16 "Variable Interest Entities" to our condensed consolidated financial statements included in this Form 10-Q for more information.

•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.

•Remarketing. When purchasing a Rivian, we offer customers the opportunity to trade in their current vehicle. We also sell used Rivian vehicles directly to customers on our website.

•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.

•Charging. We design, develop, and manufacture Rivian Adventure Network Direct Current fast chargers which we operate at sites across North America (the “Rivian Adventure Network”). Our solutions are designed to be cost effective and aim to deliver clean energy to our customers while offering a convenient and seamless charging experience. Over 95% of our Rivian Adventure Network is open to non-Rivian EVs, allowing increased utilization of our network.

•Software Subscriptions. Across our consumer and commercial vehicles, we offer value added software subscriptions. 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+.

Alongside our commercial vehicles, we offer FleetOS, our proprietary, end-to-end centralized fleet management subscription platform. It encompasses vehicle distribution, service, telematics, software services, charging, connectivity management, advanced driver assistance system and lifecycle management. This cloud-based platform integrates and analyzes vehicle, infrastructure, and operations data.

•Other Services. We also offer a range of services which we believe create convenience for our customers and allow them to stay within the Rivian ecosystem throughout their purchase and ownership experience. These include our insurance and financing offerings which are created in conjunction with third parties but offered through the Rivian purchase process. In addition, we operate the Rivian Gear Shop offering customers a range of vehicle and non-vehicle accessories including our adventure gear.

The growth and future success of our business depends on many factors. While these factors present significant opportunities for our business, they also pose risks and challenges, including those discussed below and in Part II, Item 1A “Risk Factors," that we must successfully address to achieve growth, improve our results of operations, and generate profits.

•Ability to Develop and Launch New Offerings. We believe the Rivian brand is becoming established in the most attractive consumer and commercial vehicle markets. 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.

•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.

•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.

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.

•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.

•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.

•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.

•Ability to Grow in New Geographies. We plan to invest in international operations and grow our business outside of our existing operations. We believe we are well-positioned for future international expansion within the consumer and commercial vehicle markets due to the highly flexible, modular nature of our platforms, our digital-first approach, and our product development expertise.

Any future international expansion has significant associated investment requirements, such as capital spending related to manufacturing, delivery, and service infrastructure, as well as charging networks and personnel. International expansion is also subject to a variety of risks, including local competition, multilingual customer support and servicing, delivery logistics, and compliance with foreign laws and regulations related to vehicle sales, data privacy, financing, taxes, labor and employment, and foreign exchange. Should we be unable to expand internationally, our ability to successfully scale our business may be limited, with potential negative consequences for our financial condition, results of operations, and cash flows.

•Ability to Maintain Our Culture, Attract and Retain Talent, and Scale Our Team. We believe our culture has been a key contributor to the positive response from our customers, and our mission promotes a sense of greater purpose and fulfillment in our employees. We have invested in building a strong culture and believe it is one of our most important and sustainable sources of competitive advantage. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel. If we are unable to retain or hire key personnel, our business and competitive position may be harmed, resulting in an adverse impact to our prospects, financial condition, results of operations, and cash flows.

•Seasonality. 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.

•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.

•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.

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.

Revenues

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.

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.

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.

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.

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.

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.

Revenues

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.

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.

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.

Research and development

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.

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.

Selling, general, and administrative

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.

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

Other income (expenses)

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.

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.

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.

Provision for income taxes

As of March 31, 2025 and 2026, the majority of our deferred tax assets were comprised of net operating losses generated primarily in the United States and tax credit carryforwards, and for all periods, net deferred tax assets were fully offset by a valuation allowance.

Our operations have been financed primarily through net proceeds from the sale of securities and from borrowings. The following table summarizes our liquidity (in millions):

In April 2025, we entered into an amendment of the credit agreement governing the ABL Facility to (i) extend the maturity date to April 8, 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.

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).

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.

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.

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.

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.

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.

We believe our existing balance of cash and cash equivalents and short-term investments, in addition to amounts available for borrowing under the ABL Facility, will be sufficient to meet our operating expenses, working capital, and capital expenditure needs for at least the next 12 months.

Our future operating losses and capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on R&D efforts and other growth initiatives, the timing, nature, and rate of expansion of manufacturing activities, our ability to drive cost reductions across the business through improved efficiencies, the timing of new products and services, market acceptance of our offerings, and overall economic conditions. Furthermore, we anticipate that future investments may require significant debt and/or equity financing. The sale of additional equity would result in dilution to our stockholders. The incurrence of additional debt would result in debt service obligations, and the instruments governing such debt could provide for operational and/or financial covenants that restrict our operations. There can be no assurances that we will be able to raise additional capital on favorable terms or at all. The inability to raise capital could adversely affect our ability to achieve our business objectives.