The Company's basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period, after allocating losses to equity awards deemed to be participating securities pursuant to the two-class method. Upon completion of the IPO during November 2021, all outstanding shares of common stock and contingently redeemable convertible preferred stock automatically converted into an equal number of shares of Class A common stock, and approximately 8 million shares of Class A common stock were exchanged for an equivalent number of shares of Class B common stock. Except with respect to voting and conversion, the rights, including liquidation and dividend rights, of the holders of Class A and Class B common stock are identical (see Note 12 "Stockholders' Equity"). Accordingly, the undistributed earnings are allocated on a proportionate basis and 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.

Prior to the IPO, the Company considered shares of contingently redeemable convertible preferred stock to be participating securities because they participated in any dividends declared on the Company's common stock on an “if-converted to common stock” basis. Holders of contingently redeemable convertible preferred stock did not participate in the net loss per share with common stockholders, as they did not have a contractual obligation to share in the Company's losses.

Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including stock options, unvested RSUs, shares underlying the Company’s ESPP, stock warrants, and other stock-based awards. 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 stock options with a market condition and other stock-based awards. The number of potential shares of common stock outstanding during each period that were excluded from the computation of diluted net loss per share is as follows (in millions):


	Years Ended December 31,
	2020	2021	2022
Stock warrants	12	12	12
Contingently redeemable convertible preferred stock	504	—	—
Stock options	39	65	61
RSUs, ESPP, and other stock-based awards	12	37	48
Total	567	114	121


	Years Ended December 31,
	2020		2021		2022
Numerator
Net loss attributable to Rivian	$	(1,018)	$	(4,688)	$	(6,752)
Less: Premium on repurchase of convertible preferred stock	(1)		—		—
Net loss attributable to common stockholders, basic and diluted	$	(1,019)	$	(4,688)	$	(6,752)

Denominator
Weighted-average Class A and Class B common shares outstanding - basic	101		204		913
Effect of dilutive securities	—		—		—
Weighted-average Class A and Class B common shares outstanding - diluted	101		204		913

Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(10.09)	$	(22.98)	$	(7.40)