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, 2025 and June 30, 2026, 1,236 million and 1,358 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2025 and June 30, 2026, 4 million shares of Class B common stock were issued and outstanding. As of December 31, 2025 and June 30, 2026, 5,250 million shares of Class A common stock and 8 million shares of Class B common stock were authorized.

At the option of the holder, shares of Class B common stock are convertible anytime into an equal number of shares of Class A common stock. Each outstanding share of Class B common stock will automatically convert into one share of Class A common stock upon the earliest to occur of (a) the five-year anniversary of the Company’s IPO (i.e., November 2026), (b) the date fixed by the board of directors within six months of the death or disability of the Company’s CEO, and (c) the date fixed by the board of directors within six months of the date that the number of outstanding shares of Class B common stock held by the Company’s CEO represents less than 30% of the shares of Class B common stock outstanding. Any shares of Class B common stock that are no longer owned by the Company’s CEO or their affiliates will automatically convert into an equal number of shares of Class A common stock upon transfer of ownership.

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, unvested RSUs, stock options, shares underlying the Company’s

2021 Employee Stock Purchase Plan (“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, 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):

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 would 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.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2026		2025		2026
Numerator
Net loss attributable to Rivian	$	(1,117)	$	(833)	$	(1,662)	$	(1,249)
Net loss attributable to common stockholders, basic and diluted	$	(1,117)	$	(833)	$	(1,662)	$	(1,249)

Denominator
Weighted-average Class A and Class B common shares outstanding - basic	1,155		1,325		1,146		1,287
Effect of dilutive securities	—		—		—		—
Weighted-average Class A and Class B common shares outstanding - diluted	1,155		1,325		1,146		1,287

Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(0.97)	$	(0.63)	$	(1.45)	$	(0.97)

During the three months ended June 30, 2026, the Company issued 63 million shares of Class A common stock to Volkswagen Group pursuant to the achievement of the Testing Milestones defined in the Investment Agreement and 20 million shares of Class A common stock to Uber in connection with the Subscription Agreement. Refer to Note 1 "Presentation and Nature of Operations" for more information.

On July 7, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of several underwriters named therein (collectively, the “Underwriters”), for the offering, issuance, and sale of 75 million shares of the Company’s Class A common stock at an offering price of $15.50 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters the option to purchase up to 11.25 million additional shares of Class A common stock at the public offering price, which the Underwriters exercised in full on July 8, 2026. The net proceeds from the offering were approximately $1,317 million, after deducting underwriting discounts and commissions. The Company intends to use the net proceeds of the offering for general corporate purposes, including the funding of certain equity contributions and reserves pursuant to the A&R LARSSA (see Note 8 "Debt" for more information).