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. 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 15 "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.

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, stock options, unvested RSUs, shares underlying the Company’s 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, as in the case of Green Convertible Notes, 2026 Convertible Note issued to Volkswagen Group in June 2024, stock options containing a market condition, and other stock-based awards. The 2026 Convertible Note converted into shares of the Company’s Class A common stock in December 2024.

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):


	Years Ended December 31,
	2023	2024	2025
Green Convertible Notes	149	149	149
RSUs, ESPP, and other stock-based awards	64	65	72

Stock options	62	60	77
Stock warrants	12	12	12
Total	287	286	310

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 because exercise of the Capped Calls offsets any dilution from the 2030 Green Convertible Notes from the conversion price up to the cap price.


	Years Ended December 31,
	2023		2024		2025
Numerator
Net loss attributable to Rivian	$	(5,432)	$	(4,747)	$	(3,646)

Net loss attributable to common stockholders, basic and diluted	$	(5,432)	$	(4,747)	$	(3,646)

Denominator
Weighted-average Class A and Class B common shares outstanding - basic	947		1,013		1,186
Effect of dilutive securities	—		—		—
Weighted-average Class A and Class B common shares outstanding - diluted	947		1,013		1,186

Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(5.74)	$	(4.69)	$	(3.07)