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, 2024 and March 31, 2025, 1,123 million and 1,138 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2024 and March 31, 2025, 8 million shares of Class B common stock were issued and outstanding. As of December 31, 2024 and March 31, 2025, 3,500 million shares of Class A common stock and 8 million shares of Class B common stock were authorized.

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):


	Three Months Ended March 31,
	2024	2025
Green Convertible Notes	149	149

Stock warrants	12	12
Stock options	61	59
RSUs, ESPP, and other stock-based awards	58	54
Total	280	274

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):


	Three Months Ended March 31,
		2024		2025
Numerator
Net loss attributable to Rivian		$	(1,446)	$	(545)
Net loss attributable to common stockholders, basic and diluted		$	(1,446)	$	(545)

Denominator
Weighted-average Class A and Class B common shares outstanding - basic		978		1,137
Effect of dilutive securities		—		—
Weighted-average Class A and Class B common shares outstanding - diluted		978		1,137

Net loss per share attributable to Class A and Class B common stockholders, basic and diluted		$	(1.48)	$	(0.48)