NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2021

The Company’s basic net loss per share is calculated by dividing the 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. Diluted net loss per share is calculated by dividing the net loss by the weighted-average shares outstanding assuming dilution. Specifically, diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, unvested RSUs, stock warrants, and convertible debt to the extent dilutive.

The following common stock equivalents were excluded in the calculation of net loss per diluted share because their effects were anti-dilutive (in millions):


	Three months ended September 30,		Nine months ended September 30,
	2020	2021	2020	2021
Stock warrants	12	12	12	12
Contingently redeemable convertible preferred stock	504	576	504	576
Total	516	588	516	588

The above table excludes approximately 39 million and 67 million of unvested stock options outstanding for the nine months ended September 30, 2020 and 2021, respectively, and approximately 7 million and 32 million unvested RSUs for the nine months ended September 30, 2020 and 2021, respectively, both of which vest upon the completion of future performance conditions that had not yet been met as of September 30, 2021 (refer to Note 9 “Stock-Based Compensation ”). The above table also excludes the 2021 Convertible Notes, which convert upon a number of triggering events or upon the holders’ election at maturity. Refer to Note 6 "Debt " for further information on the conversion features of the 2021 Convertible Notes.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share is as follows (in millions, except per share data):


	Three Months Ended September 30,				Nine months ended September 30,
	2020		2021		2020		2021
Net loss attributable to Rivian	$	(288)	$	(1,233)	$	(665)	$	(2,227)

Net loss attributable to common stockholders	$	(288)	$	(1,233)	$	(665)	$	(2,227)

Denominator
Weighted-average common shares outstanding - basic	100		101		100		101
Effect of dilutive securities - stock warrants, nonvested RSUs and stock options, and 2021 Convertible Notes	—		—		—		—
Weighted-average common shares outstanding - diluted	100		101		100		101

Basic net loss per share	$	(2.88)	$	(12.21)	$	(6.65)	$	(22.05)
Diluted net loss per share	$	(2.88)	$	(12.21)	$	(6.65)	$	(22.05)