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, 2025 and March 31, 2026, 1,236 million and 1,256 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2025 and March 31, 2026, 4 million shares of Class B common stock were issued and outstanding. As of December 31, 2025 and March 31, 2026, 5,250 million shares of Class A common stock and 8 million shares of Class B common stock were authorized.

At the option of the holder, shares of Class B common stock are convertible anytime into an equal number of shares of Class A common stock. Each outstanding share of Class B common stock will automatically convert into one share of Class A

common stock upon the earliest to occur of (a) the five-year anniversary of the Company’s IPO (i.e., November 2026), (b) the date fixed by the board of directors within six months of the death or disability of the Company’s CEO, and (c) the date fixed by the board of directors within six months of the date that the number of outstanding shares of Class B common stock held by the Company’s CEO represents less than 30% of the shares of Class B common stock outstanding. Any shares of Class B common stock that are no longer owned by the Company’s CEO or their affiliates will automatically convert into an equal number of shares of Class A common stock upon transfer of ownership.

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):

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.


	Three Months Ended March 31,
	2025		2026
Numerator
Net loss attributable to Rivian	$	(545)	$	(416)
Net loss attributable to common stockholders, basic and diluted	$	(545)	$	(416)

Denominator
Weighted-average Class A and Class B common shares outstanding - basic	1,137		1,249
Effect of dilutive securities	—		—
Weighted-average Class A and Class B common shares outstanding - diluted	1,137		1,249

Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(0.48)	$	(0.33)

On April 30, 2026 the Company issued approximately 63 million shares of the Company’s Class A common stock to Volkswagen Group in exchange for $1,000 million, calculated based on the 30-trading day volume-weighted average price prior to share issuance (i.e., $15.90 per share). See Note 1 "Presentation and Nature of Operations" for more information.