NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2021

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. Upon completion of the IPO during November 2021, all outstanding shares of common stock and contingently redeemable convertible preferred stock automatically converted into an equal number of shares of Class A common stock, and approximately 8 million shares of Class A common stock were exchanged for an equivalent number of shares of Class B common stock. Except with respect to voting, the rights, including liquidation and dividend rights, of the holders of Class A and Class B common stock are identical (see Note 11 "Contingently Redeemable Convertible Preferred Stock and Stockholders' (Deficit) 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.

Prior to the IPO, the Company considered shares of contingently redeemable convertible preferred stock to be participating securities because they participated in any dividends declared on the Company's common stock on an “if-converted to common stock” basis. Holders of contingently redeemable convertible preferred stock did not participate in the net loss per share with common stockholders, as they did not have a contractual obligation to share in the Company's losses.

Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including stock options, unvested RSUs, 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 stock options with a market condition. The number of potential shares of common stock outstanding at period-end that were excluded from the computation of diluted net loss per share is as follows (in millions):


	Years Ended December 31,
	2019	2020	2021
Stock warrants	11	12	12
Contingently redeemable convertible preferred stock	343	504	—
Stock options	36	39	65
Restricted stock units	—	12	37
Total	390	567	114

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


	Years Ended December 31,
	2019		2020		2021
Numerator
Net loss attributable to Rivian	$	(426)	$	(1,018)	$	(4,688)
Less: Premium on repurchase of convertible preferred stock	—		(1)		—
Net loss attributable to common stockholders, basic and diluted	$	(426)	$	(1,019)	$	(4,688)

Denominator
Weighted-average common shares outstanding - basic	98		101		204
Effect of dilutive securities	—		—		—
Weighted-average common shares outstanding - diluted	98		101		204

Net loss per share attributable to common stockholders, basic and diluted	$	(4.35)	$	(10.09)	$	(22.98)