STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE

6 Months Ended

Jun. 30, 2022

Stockholders' Equity And Earnings Per Share [Abstract]

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE

STOCKHOLDERS’ EQUITY AND NET LOSS PER SHAREThe 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, 2021 and June 30, 2022, 892 million and 908 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2021 and June 30, 2022, 8 million shares of Class B common stock were issued and outstanding. As of December 31, 2021 and June 30, 2022, 3,500 million shares of Class A common stock and 8 million shares of Class B common stock were authorized.

Upon the close of the IPO, all outstanding shares of contingently redeemable convertible preferred stock converted into shares of Class A common stock. As of December 31, 2021 and June 30, 2022, no shares of preferred stock were outstanding and 10 million shares of preferred stock were authorized.

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.

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, shares underlying the Company’s ESPP, 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 during each period that were excluded from the computation of diluted net loss per share is as follows (in millions):

	Three and Six Months Ended June 30,
	2021	2022
Stock warrants	12	12
Contingently redeemable convertible preferred stock	576	—
Stock options	66	63
RSUs and ESPP shares	23	41
Total	677	116

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 June 30,				Six Months Ended June 30,
	2021		2022		2021		2022
Numerator
Net loss attributable to Rivian	$	(580)	$	(1,712)	$	(994)	$	(3,305)
Net loss attributable to common stockholders, basic and diluted	$	(580)	$	(1,712)	$	(994)	$	(3,305)
Denominator
Weighted-average Class A and Class B common shares outstanding - basic	101		908		101		904
Effect of dilutive securities	—		—		—		—
Weighted-average Class A and Class B common shares outstanding - diluted	101		908		101		904
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(5.74)	$	(1.89)	$	(9.84)	$	(3.66)