STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2024

Stockholders' Equity And Earnings Per Share [Abstract]

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE

STOCKHOLDERS’ EQUITY AND NET LOSS PER SHARE

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, 2023 and September 30, 2024, 960 million and 1,013 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2023 and September 30, 2024, 8 million shares of Class B common stock were issued and outstanding. As of December 31, 2023 and September 30, 2024, 3,500 million shares of Class A common stock and 8 million shares of Class B common 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.

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, 2026 Convertible Note, stock options, unvested RSUs, shares underlying the Company’s 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, 2026 Convertible Note, 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):

	Three and Nine Months Ended September 30,
	2023	2024
Green Convertible Notes	75	149
2026 Convertible Note	—	83
Stock warrants	12	12
Stock options	62	61
RSUs, ESPP, and other stock-based awards	70	73
Total	219	378

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.

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,
	2023		2024		2023		2024
Numerator
Net loss attributable to Rivian	$	(1,367)	$	(1,100)	$	(3,911)	$	(4,003)
Net loss attributable to common stockholders, basic and diluted	$	(1,367)	$	(1,100)	$	(3,911)	$	(4,003)
Denominator
Weighted-average Class A and Class B common shares outstanding - basic	952		1,014		942		998
Effect of dilutive securities	—		—		—		—
Weighted-average Class A and Class B common shares outstanding - diluted	952		1,014		942		998
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(1.44)	$	(1.08)	$	(4.15)	$	(4.01)