v3.26.1
DEBT
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
The following table summarizes the components of “Long-term debt” on the Condensed Consolidated Balance Sheets (in millions):

December 31, 2025March 31, 2026
MaturityAmount
(in millions)		Effective interest rateAmount
(in millions)		Effective interest rate
Long-term debt
2029 Green Convertible Notes20291,500 4.8 %1,500 4.8 %
2030 Green Convertible Notes20301,725 3.8 %1,725 3.8 %
2031 Green Secured Notes20311,250 10.6 %1,250 10.5 %
Total long-term debt4,475 4,475 
Less unamortized discount and debt issuance costs(35)(33)
Long-term debt, less unamortized discount and debt issuance costs$4,440 $4,442 


Green Convertible Notes

2029 Green Convertible Notes

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.

2030 Green Convertible Notes

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.

2031 Green Secured Notes

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.

Debt Facilities Not Outstanding

ABL Facility

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.
Volkswagen Group Loan Commitment

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).

Department of Energy Loan

In January 2025, Rivian New Horizon, LLC (the “Borrower”) and Rivian Automotive, Inc. (the “Sponsor”) entered into a Loan Arrangement and Reimbursement and Sponsor Support Agreement (the “Original LARSSA”) with the United States Department of Energy (“DOE”), pursuant to which the DOE has agreed to arrange a multi-draw term loan facility, comprised of two tranches to be provided by the Federal Financing Bank (“FFB”) to the Borrower. On April 30, 2026, the Borrower and the Sponsor entered into an Amended and Restated Loan Arrangement and Reimbursement and Sponsor Support Agreement (the “A&R LARSSA”) with the DOE. The provisions from the Original LARSSA relating to the loan guarantee structure, equity contribution requirements, representations and warranties, covenants, and events of default largely remain the same in the A&R LARSSA.

The amended facility is comprised of two loan tranches, with the first tranche consisting of an approximately 15-year-term loan in an aggregate principal amount of up to $3,355 million, plus capitalized interest in an aggregate amount of up to $315 million (the “Note A Loan”), and the second tranche consisting of an approximately 10-year-term loan in an aggregate principal amount of up to $651 million, plus capitalized interest in an aggregate amount of up to $179 million (the “Note B Loan,” and together with the Note A Loan, the “DOE Loan”), to be provided by the FFB to the Borrower.

The proceeds from advances under the DOE Loan will be used to support the development of the Stanton Springs North Facility (the “Project”). The Borrower may request advances under the DOE Loan for purposes of funding certain eligible Project costs, subject to the Borrower’s satisfaction of certain conditions as defined in the agreement. Such conditions include the Sponsor maintaining positive gross margin for certain periods prior to the first advance, the Borrower achieving certain vehicle sales metrics prior to the first advance, making of required base equity contributions to fund certain Project costs, the granting to DOE of security over, among other things, Project assets and the execution of related security documents, the Borrower’s entry into agreements necessary for the development, design, engineering, construction and operation of the Project, delivery of a Project execution plan, and a bring-down of representations and warranties.

Advances under the Note A Loan (each, a “Note A Advance”) may be requested upon the satisfaction of certain conditions from the date the Original LARSSA was signed through April 16, 2031, and the loan comprised of Note A Advances will mature on March 15, 2045 (the “Note A Maturity Date”). The principal amount of the Note A Advances will be payable in quarterly installments commencing on March 15, 2031, through the Note A Maturity Date. Interest payments on the Note A Advances will begin on June 15, 2030 and will be payable quarterly in arrears. Advances under the Note B Loan (each, a “Note B Advance” and together with the Note A Advances, each an “Advance”) may be requested upon the satisfaction of certain conditions, from the date of the first Advance through May 15, 2032, and the loan comprised of Note B Advances will mature on June 15, 2041 (the “Note B Maturity Date”). The principal amount of the Note B Advances will be payable in quarterly installments commencing on June 15, 2032, through the Note B Maturity Date. Interest payments on the Note B Advances will begin on June 15, 2032, and will be payable quarterly in arrears. The interest rate associated with each Advance is equal to the United States Treasury-equivalent yield curve with 0% credit spread.

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.