PRESENTATION AND NATURE OF OPERATIONS |
3 Months Ended |
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Mar. 31, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| PRESENTATION AND NATURE OF OPERATIONS | PRESENTATION AND NATURE OF OPERATIONS Description and Organization Rivian Automotive, Inc. (together with its consolidated subsidiaries, “Rivian” or the “Company”) was incorporated as a Delaware corporation on March 26, 2015. Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services. Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers. The Company analyzes the results of the business through two reportable segments, Automotive and Software and Services. Basis of Presentation - Interim Financial Statements The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, they do not include all disclosures, including certain notes, required by U.S. GAAP on an annual reporting basis. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in stockholders’ equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“Form 10-K”). The prior period Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Cash Flows have been conformed to current period presentation by separately presenting the “Strategic investments” and “Gain on strategic investments” captions, respectively. The prior period amounts on the Condensed Consolidated Balance Sheet were reflected within “Other non-current assets”,and the prior period amounts in the Consolidated Statement of Cash Flows were reflected within “Gain on equity method investment”. Additionally, the captions “Purchases of short-term investments” and “Sales of short-term investments”in the prior period Condensed Consolidated Statement of Cash Flows have been changed to “Purchases of equity securities and short-term investments” and “Sales of equity securities and short-term investments”, respectively, to confirm to current period presentation. Basis of Consolidation The Company consolidates entities in which it has a controlling financial interest (see Note 16 "Variable Interest Entities” for more information). Intercompany balances and transactions have been eliminated in consolidation. Rivian and Volkswagen Group Technologies, LLC In connection with the formation of Rivian and Volkswagen Group Technologies, LLC (the “Joint Venture”), the Company and Volkswagen-US Holding, Inc. (formerly known as Volkswagen International America, Inc.) (“VW”) and Volkswagen Aktiengesellschaft (“VW AG” and together with VW and their respective affiliates, “Volkswagen Group”) entered into an investment agreement (“Investment Agreement”) for additional equity investments in the Company, including an investment pursuant to the achievement of the Testing Milestones defined in the Investment Agreement. The Testing Milestones were achieved in March 2026, and on April 30, 2026 the Company received $1,000 million in exchange for approximately 63 million shares of the Company’s Class A common stock, calculated based on its 30-trading day volume-weighted average price prior to share issuance (i.e., $15.90 per share). The remaining investment included in the Investment Agreement will be made upon the earlier of January 3, 2028 and the achievement of the Start of Production Milestone defined in the Investment Agreement, whereby the Company will receive $460 million in exchange for $250 million of the Company’s Class A common stock, calculated based on the 30-trading day volume-weighted average price prior to share issuance. See Note 3 "Revenues" for more information. 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. The Company’s loan would mature on the tenth anniversary of the funding date. Beginning on the third anniversary of the funding date, $100 million of principal would be repaid each year in biannual installments of $50 million, with the balance of the principal amount due on the final maturity date. See Note 8 “Debt” for more information. Uber Subscription Agreement In March 2026, the Company entered into a subscription agreement (“Subscription Agreement”) with SMB Holding Corporation and Uber Technologies, Inc. (together with their affiliates, “Uber”), pursuant to which the Company expects to receive $300 million subject to the satisfaction of customary closing conditions, including the receipt or waiver of required regulatory approvals. In exchange, the Company expects to issue approximately 20 million shares of Class A common stock, equal to $300 million divided by the daily volume-weighted average sale price for the 30 consecutive trading days ending on March 17, 2026 (i.e., $15.34). The Company will receive up to an aggregate $950 million across the four remaining Milestones defined in the Subscription Agreement, subject to certain conditions and the achievement of each applicable Milestone, certain of which require the fulfillment of proven autonomy quality. Upon achievement of each of the four remaining Milestones, the Company will issue either (i) warrants to purchase Class A common stock with an exercise price of $0.001 per share or (ii) shares of Class A common stock, equal to the applicable Milestone investment received divided by the daily volume-weighted average sale price for the 30 consecutive trading days prior to the corresponding Milestone achievement date. In connection with the Subscription Agreement, the Company also entered into master framework and vehicle production agreements governing the collaboration with Uber to develop, deploy, and operate autonomous vehicles on Uber's ridehailing and delivery platform, including the design, development, and manufacture of vehicles based on the Company’s R2 platform, equipped with the Company’s Level 4 autonomous driving system.
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