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STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Stock Plans

The Company's 2015 Long-Term Incentive Plan ("2015 Stock Plan") and 2021 Incentive Award Plan (“2021 Stock Plan” and, together, “Stock Plans”) permit the grant of stock options, restricted stock units (“RSUs”), and other stock-based awards to employees, non-employee directors, and consultants. The Company’s stock options have seven- or ten-year contractual terms, and unvested stock options and RSUs generally are forfeited upon the termination of a grantee’s service. The Company has elected to recognize forfeitures as an adjustment to compensation expense for options and RSUs in the same period as the forfeitures occur. As of December 31, 2025, 32 million and 189 million shares were reserved for issuance under the 2015 Stock Plan and 2021 Stock Plan, respectively.

The Company’s RSUs generally vest in quarterly installments based on a requisite service period of two to four years of continuous service, and stock options generally vest in annual installments based on a requisite service period of four to five years of continuous service. From time to time, RSUs and options may contain performance conditions related to production and other targets. Expense is recognized on an accelerated basis for awards granted prior to the Company's November 2021 initial public offering (“IPO”) as the IPO was a performance condition. For awards granted after the IPO, the Company has elected to use the straight-line expense recognition on awards with only service conditions.
The payment of bonus incentives in the form of stock-based awards granted under the 2021 Stock Plan vest immediately upon grant during the three months ended March 31 of each year. The bonus incentives are subject to certain performance conditions related to financial, operational, and other organizational targets. As of December 31, 2024 and 2025, the total amount of accrued stock-based bonus incentives was $49 million and $119 million, respectively, within the “Payroll and related costs” component of “Accrued liabilities” on the Consolidated Balance Sheets. Refer to Note 11 "Accrued Liabilities" for more information about accrued liabilities.

The following table summarizes the Company’s restricted stock unit and stock option activity during the year ended December 31, 2025:

RSUsStock Options
Number of Shares
 (in millions)
Weighted-Average Grant-Date Fair ValueNumber of Shares
 (in millions)
Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Life
 (in years)
Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 202461 $14.10 60 $13.60 
Granted66 12.07 40 14.86 
Vested / Exercised(51)13.81 (2)3.80 
Forfeited / Cancelled(10)13.16 (21)21.88 
Outstanding at December 31, 202566 $12.49 
1
77 $12.35 
1
6.9$595 
Vested and expected to vest at December 31, 202566 $12.49 77 $12.35 6.9$595 
Exercisable at December 31, 2025— $— 31 $8.23 3.4$382 
1Ending Outstanding Weighted Average amounts do not recalculate due to the effects of rounding.

The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2023 and 2024 was $15.25 and $10.50, respectively. The total fair value of RSUs vested during the years ended December 31, 2023, 2024 and 2025 was $630 million, $720 million and $697 million, respectively.

The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2023, 2024 and 2025 was $10.49, $6.91, and $9.74, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023, 2024 and 2025 was $29 million, $28 million, and $26 million, respectively. The weighted-average grant-date fair value of stock options outstanding at December 31, 2024 and 2025 was $10.05 and $10.79, respectively. The weighted-average grant-date fair value of stock options exercisable at December 31, 2025 was $11.99.

As of December 31, 2025, the Company’s unrecognized stock-based compensation expense for unvested awards was approximately $1,131 million, which is expected to be recognized over a weighted-average period of 5.2 years for stock options and 1.8 years for RSUs.

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (“ESPP”) is designed to allow eligible employees to purchase shares of Class A common stock at a 15% discount, generally at consecutive intervals of approximately six months, with their accumulated payroll deductions. The number of shares of Class A common stock authorized for sale under the ESPP is equal to the sum of (i) 22 million shares of Class A common stock and (ii) an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2031, equal to the lesser of (A) 1% of the aggregate number of shares of all classes of common stock outstanding on the last day of the immediately preceding year and (B) such smaller number of shares of Class A common stock as determined by the board of directors; provided, however, that no more than 185 million shares of Class A common stock may be issued under the ESPP. As of December 31, 2025, 42 million shares were reserved for issuance under the ESPP.
CEO Award

In January 2021, the Company granted an option to purchase 27 million shares of Class A common stock with an aggregate fair value of $241 million to the CEO, with approximately seven million shares subject to only a service condition, vesting over a requisite service period of six years following the Company’s initial public offering (“IPO”) in November 2021. The remaining approximately 20 million shares underlying the option were subject to both a service and a market condition, vesting in installments based on the achievement of share price goals following the IPO, measured over a specified period ending on the tenth anniversary of the award (“original market-based award”).

In November 2025 (the “Grant Date” or “Modification Date”), the original market-based award was cancelled and replaced by a grant to the CEO of an option to purchase up to 36.5 million shares of the Company’s Class A common stock under the 2021 Stock Plan. 14.5 million shares underlying the option are subject to both a service and a performance condition, split among various adjusted operating income and cash flow from operations targets, and approximately 22 million shares underlying the option are subject to both a service and a market condition, vesting in installments based on the achievement of share price goals and defined service dates. The per share exercise price is the closing stock price as of the Grant Date.

For any shares underlying the option to vest, the CEO must remain in continuous service through the date on which achievement of the performance or market conditions can be determined, as well through various anniversaries of the Grant Date. Shares underlying the option that are subject to performance conditions and stock price hurdles under $100 will vest in five equal annual installments, while shares subject to stock price hurdles of $100 or more will vest in seven equal annual installments. The option has a 10-year term to expiration.

The replaced award is accounted for as a modification effective upon the Grant Date of the replacement award. As a result, the total stock-based compensation expense that will be recognized on the replacement award over the requisite service period following the Grant Date if all of the performance conditions are achieved will equal the unrecognized expense on the replaced award, plus the incremental fair value of the replacement award in excess of the fair value of the replaced award, as of the Modification Date. The estimated incremental fair value of the replacement award is $285 million. The requisite service period for each tranche of the option containing a performance condition is the later of the explicit service period and the implicit service period, based on the expected assessment date at which it is probable that the performance condition will be determined to be achieved. The requisite service period for each tranche of the option containing a market condition is the later of the derived service period and the explicit service period.

Stock-based compensation expense allocated to the portion of the option containing a performance condition is not recognized unless the Company determines that achievement of the performance condition is probable. As of December 31, 2025, stock-based compensation expense allocated to the portion of the option containing a performance condition that is not considered probable of being achieved was not material. Stock-based compensation expense recognized on the replacement award was not material for the year ended December 31, 2025, and as of December 31, 2025, the total unrecognized stock-based compensation expense on the modified award was $355 million, expected to be recognized over a weighted-average period of 5.8 years.
Fair Value Assumptions

The exercise price of all stock options granted during the years ended December 31, 2023, 2024 and 2025 was equal to or greater than the fair market value of Rivian's stock at the date of grant.

The fair values of the CEO’s original market-based award and replacement market-based award as of the Grant Date were estimated using a Monte Carlo analysis capturing simulations of the Company's projected stock price over remaining time horizon of each award, averaging the payoff associated with any simulations resulting in one or more targets being met and discounting that figure to present value at the risk-free rate to arrive at the expected value of each tranche of each of the awards. The assumptions used in the Monte Carlo simulations as of the Grant Date of the replacement market-based award are as follows:

Original AwardReplacement Award
Stock price$15.22 $15.22 
Exercise price$21.72 $15.22 
Volatility62.5 %57.5 %
Risk-free rate3.7 %4.1 %
Expiration date1/19/203111/6/2035

The Company generally estimates the grant-date fair value of stock options using a Black-Scholes option pricing model, which was used to estimate the fair value of the performance-based portion of the CEO’s replacement award. Expected volatility is based on a weighted-average of historical volatility rates of peer companies and the Company’s implied volatility. The dividend yield is estimated based on the rate at which the Company expects to pay dividends. The risk-free rate is based on the United States Treasury yield curve for zero-coupon Treasury notes with maturities approximating the respective expected term of the stock option. The expected term represents the average time the Company’s stock options are expected to be outstanding. As the Company’s stock options were not exercisable prior to the IPO in November 2021, there is not sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. As a result, the expected term is estimated based on the weighted-average midpoint of expected vest date and expiration date.

The weighted-average assumptions used in the Black-Scholes option pricing model for all stock options granted were as follows:

Years Ended December 31,
202320242025
Volatility61.4 %62.5 %59.3 %
Dividend yield— %— %— %
Risk-free rate4.0 %4.2 %4.0 %
Expected term (in years)6.36.38.5

The grant-date fair value of RSUs is equal to the closing trading price of the Company‘s common stock on the grant date.