RIVN

If these incentives, tax credits and regulatory credits become unavailable or change in the future, it could affect our profitability and have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

We offer consumers the ability to make reservations for the R1T, R1S and R2 in the United States and Canada. We have experienced, and may in the future experience, consumer cancellations, which may result in lower vehicle unit sales and increased inventory, which could adversely affect our business, prospects, financial condition, results of operations, and cash flows. In 2025, we expect our total deliveries to be derived primarily from new orders generated during the year. In addition, our current rate of new orders for our R1 vehicles must improve to meet our delivery targets, and there is no assurance that we will be able to adequately increase new orders to meet these targets.

If consumers do not perceive our vehicles, software and services to be of sufficiently high value and quality, cost competitive, and appealing in aesthetics or performance, if consumers prefer to purchase the same brand of vehicle that they have owned in the past, whether due, in part, to familiarity with the brand, ease of transition, or the ability of dealerships to provide financial incentives or terms to entice consumers, or if consumers prefer to purchase a vehicle in person, we may not be able to retain our reservations or attract new consumers, and our business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected. To generate and maintain demand, we expect to incur significantly higher and more sustained marketing and promotional expenditures than we have previously incurred to attract consumers.

•perceptions about EV quality, safety, design, performance, and cost, especially if negative events or accidents occur that are linked to the quality or safety of EVs, whether or not such vehicles are produced by us or other manufacturers, resulting in adverse publicity and harm to consumer perceptions of EVs generally;

•range anxiety, including the decline of an EV’s range resulting from deterioration over time in the battery’s usable capacity;

•the availability of new alternative energy vehicles;

•the quality, reliability, and availability of service and charging stations for EVs;

•the costs and challenges of installing home charging equipment, including for multi-family, rental, and densely populated urban housing;

•the environmental consciousness of consumers, and their adoption of EVs;

•the higher initial upfront purchase price of EVs, despite potentially lower cost of ongoing operating and maintenance costs as well as the cost and time required to service and repair EVs, as compared to ICE vehicles;

•the higher cost of insurance for EVs, as compared to ICE vehicles;

•the perception that EVs have lower residual values, as compared to ICE vehicles;

•perceptions about and the actual cost of alternative energy, including the capacity and reliability of the electric grid;

•volatility in the price of gasoline or other petroleum-based fuel, any extended periods of low gasoline or other petroleum-based fuel prices or an improved outlook for the long-term supply of oil to the United States;

•macroeconomic factors.

Additionally, recent executive orders by the new United States presidential administration indicate an intention to reverse much of the previous administration’s policy directives as it relates to clean energy and EVs. This policy shift may reduce governmental incentives and subsidies for EVs, potentially chilling customer demand and impacting our future growth prospects. The possibility of enacting these new policies, including the legal durability of said actions, introduces uncertainty into the regulatory environment, potentially affecting our business, prospects, financial condition, results of operations, and cash flows.

The 2026 Convertible Note converted into shares of our Class A common stock in December 2024 in accordance with its terms.

•securing in a timely manner necessary raw materials, supplies, and components that meet our quality standards;

As we introduce new products and services or refine, improve, begin charging customers for, or upgrade versions of existing products and services, we cannot predict the level of market acceptance or the amount of market share these products or services will achieve, if any. There can be no assurance that we will not experience material delays in the introduction of new products and services in the future or that we will not experience higher-than-expected costs to launch new products and services.

For example, during the third quarter of 2024, Rivian began experiencing a production disruption due to a shortage of a component within our Enduro motor system on the R1 and RCV platforms. As a result of this supply shortage, Rivian produced fewer vehicles during the third and fourth quarter of 2024 as compared to our original expectations.

For example, in order to efficiently and effectively operate our manufacturing processes we must stand-up complex and integrated information technology (“IT”) systems, and we plan to strategically expand infrastructure, both domestically and internationally, and expand additional manufacturing capacity in support of our next vehicle, R2. Risks that we face in undertaking this expansion include, among others:

•attracting, retaining, training, and integrating skilled and qualified personnel to support our existing operations and any future expansion at any facilities we may construct, expand or acquire in the future, including the construction of the Stanton Springs North Facility;

•implementing IT systems that allow for efficiently scalable manufacturing operations;

•managing a larger organization with a greater number of employees in different divisions and geographies;

•controlling expenses and investments in anticipation of expanded operations;

•establishing or expanding design, manufacturing, sales, charging and service facilities;

•implementing and enhancing administrative infrastructure, systems, and processes;

•managing regulatory requirements and permits, labor issues, and costs in connection with the construction or acquisition of additional facilities or the expansion of existing facilities;

•failing to receive or maintain the support of local, state, federal or international politicians or other policymakers and other special interest groups necessary to support expansion or new construction plans; and

•addressing any new markets and potentially unforeseen challenges as they arise.

If we fail to adequately perform under the EDV

In addition, Dr. Scaringe is a trustee of the Rivian Foundation.

We expect dealer associations to continue to mount legal and legislative challenges to our business model. If these types of challenges are successful in limiting our ability to sell, finance, or lease directly to customers or to own and operate service centers, such limitations could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows. This could include delivering vehicles to adjacent or nearby states in which we are allowed to directly sell or lease and ship vehicles, and arranging for the customer to transport the vehicles to their home states. States may also restrict our ability to service vehicles once sold or leased and delivered to customers. Some states, for example, have laws that prohibit manufacturers from providing warranty service in state or restrict the ability for manufacturers to own or operate service operations. A few states have passed legislation that clarifies our ability to operate, but at the same time limits the number of dealer licenses we can obtain or dealerships that we can operate. The foregoing examples of state laws governing the sale and servicing of motor vehicles are just some of the legal hurdles we face as we sell, lease, and service our vehicles. In many states, there is limited historical application of motor vehicle laws to our sales model, particularly with respect to the sale of new vehicles over the internet.

•charging station performance and reliability issues;

•successful integration with existing third-party charging networks;

•inadequate capacity or over capacity in certain areas;

This suspension in particular could delay the deployment of charging infrastructure, impacting consumer confidence and demand forEVs.

Further, to provide our customers with access to sufficient charging infrastructure, we will rely on the availability of, and successful integration of our vehicles with, third-party charging networks, including the incorporation of North American Charging Standard (“NACS”) charge ports and access to Tesla’s Supercharger network. Any failure of third-party charging networks to meet customer expectations or needs, including quality of experience, reliability, safety, or security, any delays in implementation of the NACS charge ports and access or in delivery of NACS adapters, or any limitation or cancellation of our customers’ access to any third-party charging network, could impact the demand for our EVs. For example, where charging bays exist, the number of vehicles could oversaturate the available charging bays, leading to increased wait times and dissatisfaction for customers. In addition, given our limited experience in providing charging solutions, there could be unanticipated challenges, which may hinder our ability to provide our solutions or make the provision of our solutions costlier than anticipated.

Any unavailability, reduction, or elimination of government and economic incentives and credits because of policy changes, or the reduced need for such incentives and credits due to the perceived success of EVs or other reasons, may result in the diminished competitiveness of the alternative fuel and EV industry generally or our vehicles, software and services in particular.

For example, the IRA, which was enacted into law on August 16, 2022, modified the 30D tax credit by limiting the tax credit to electric trucks, SUVs and vans priced below $80,000 and imposing certain income restrictions for taxpayer eligibility to receive the 30D tax credit. If this law was to be repealed, it could have a direct impact on demand for EVs, including our future vehicles. Eligibility for the 30D tax credit is also contingent on (i) the vehicle’s final assembly occurring in North America, (ii) the vehicle having a certain percentage of the battery’s critical minerals originating from a United States free trade agreement partner or being recycled in North America, and (iii) the vehicle having a certain percentage of its battery’s components being manufactured or assembled in North America. Some of these requirements require interpretations from government bodies and any changes could impact the applicability or effectiveness of this law. Moreover, if a vehicle battery’s critical minerals were extracted, processed or recycled by a “foreign entity of concern,” such as China or Russia, the 30D tax credit would not apply. If our vehicles do not meet the pricing caps or satisfy the additional sourcing and manufacturing requirements by the deadlines set forth in the IRA, or if our customers do not fall within the specified income limits, some or all of the 30D tax credit may no longer be available to our customers. Failure of our vehicles to meet the 30D tax credit eligibility requirements may place our vehicles at a price disadvantage to competing EV manufacturers that offer EVs meeting all of the requirements for eligibility under the 30D tax credit. In addition, the IRA eliminated the current phase-out for EV manufacturers that sell 200,000 vehicles, thereby reinstating the 30D tax credit for competitors of Rivian who had previously been phased out. These changes to the 30D tax credit and any future changes to tax incentives that make it less likely for our future EVs to qualify could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

Incentives provided by federal or state authorities may have predetermined expiration dates, may conclude once allocated funds are depleted, or could be reduced or discontinued due to changes in regulatory or legislative priorities. Consequently, the effects of the IRA and other governmental EV programs, including regulatory impacts and limitations that might affect our ability and that of our competitors to benefit from these programs, remain uncertain at this time.

Future federal and state administrations could introduce additional uncertainty for the EV industry. For instance, the new United States presidential administration has issued executive orders and could implement additional policies or modify regulations that could negatively impact the expansion of the EV market, such as by rescinding or modifying the 30D, 45W, 45X, 48C, or NEV tax credits, and could take further actions to diminish incentives for the production and purchase of EVs. Consequently, the availability of these tax credits or other government incentives and our ability and that of our customers and competitors to benefit from these credits and incentives, remain uncertain at this time.

For example, in January 2025, we entered into the DOE Loan in financial support of the construction of our manufacturing facility in Stanton Springs North, Georgia. There can be no assurance that we will be successful in obtaining any of these additional grants, loans, and other incentives, including any requested borrowings under the DOE Loan, and our ability to obtain them may be impacted as a result of presidential, congressional, state and local elections, or judicial rulings.

For example, CAFE, GHG emissions standards and the state-level ZEV mandates create a credit-trading program to reduce compliance costs for vehicle manufacturers and allow flexibility for meeting such requirements. These programs allow automakers the flexibility to earn GHG, CAFE and ZEV credits by exceeding the standard in a given model year, overcompliance credits can either be applied to shortfalls in future or past years or traded to other automakers. Such regulatory credits may become more difficult to obtain or decrease in value over time. The future of such programs is uncertain at this time. If these regulatory credits become unavailable or change in the future, it could affect our profitability and have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

In 2020, the EPA and the NHTSA enacted the Safer Affordable Fuel-Efficient (“SAFE”) Vehicles rule that, among other things, established less stringent fuel economy and GHG standards for light duty vehicles model years 2021 through 2026, and sought to strip California of the ability to set its own fuel economy and vehicle emissions standards, which other states could then follow. In 2021, changes to the SAFE Vehicles rule were finalized that increased GHG standards stringency for model years 2023 through 2026, and in 2022, the fuel economy standards were made more stringent for model years 2024 through 2026. In addition, the Clean Air Act waivers reinstating California’s and other states’ authority were finalized in 2022, while California regulators extended the Advance Clean Cars rule for model years 2026 through 2035 and finalized the ACT rule.

Concurrently, in April 2023, EPA granted California’s petition for an EPA Clean Air Act (“CAA”) preemption waiver for its new medium and heavy-duty standards. Further, in 2023, EPA and NHTSA finalized new regulations for 2027 and later model year light and medium duty vehicles. In December of 2024, EPA then granted a Clean Air Act waiver of preemption for Advanced Clean Cars II regulation. The current federal GHG and fuel economy standards as well as California’s ability to set its own light-duty standards are still being challenged in several lawsuits and are now set to be reexamined by the relevant federal agencies as directed by Executive Order. If the courts find against EPA and NHTSA or reverse the reinstatement of California and other states’ authority, the value of certain regulatory credits would likely decrease. In addition, there are efforts in Congress to limit or reverse new EPA GHG and NHTSA CAFE standards and inhibit California’s ability to regulate vehicle emissions. Finally, it is possible the new United States presidential administration could be successful in scaling back these recent emissions regulations or limiting California’s authority. While subject to ongoing and new litigation, administrative efforts to roll back environmental regulations could have a temporary effect on regulatory credit trading programs. As a result, uncertainty remains about EPA’s ability to set vehicle emissions standards, as well as the future of California and other states’ ZEV and GHG programs and the value of credits earned under them. In addition, new entrants to the EV market could drive down relevant compliance credit valuations.

In certain regions, including North America and Europe, financing for new vehicle sales had been available at relatively low interest rates for several years due to, among other things, expansive government monetary policies.

We face risks associated with our international operations, including possible unfavorable regulatory, political, tax, and labor conditions, which could harm our business. These risks include:

•difficulties in adapting our advanced driver assistance system to new jurisdictions;

•foreign government taxes, regulations, and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the United States, and foreign tax and other laws limiting our ability to repatriate funds to the United States;

•foreign labor laws, regulations, and restrictions, including in the areas of supply chain, labor, environmental, health, and safety, and related compliance costs;

•concerns raised by foreign governments regarding United States policies that may be seen as unfair domestic subsidies contrary to World Trade Organization rules or other agreements to which the United States is a party;

•laws and business practices favoring local companies;

•political instability, natural disasters, war (including the ongoing military conflict between Russia and Ukraine, and in the Middle East) or events of terrorism, and health epidemics; and

In addition, Dr. Scaringe and Rose Marcario, current Rivian directors, are also trustees of the Rivian Foundation and Rivian’s Chief Financial Officer (“CFO”), Claire McDonough, serves as Treasurer of the Rivian Foundation.

The move of a significant portion of our technology team into the Joint Venture may adversely impact our ability to maintain our culture.

For example, the covenants under the ABL Facility and the indenture governing the 2026 Notes currently prevent us from incurring borrowings under the DOE Loan, and therefore we will need to amend and/or refinance each of these facilities in order to access funds under the DOE Loan.

There is no guarantee that we will be able to generate sufficient cash flow or sales to meet these various financial covenants, pay the principal and interest when due under our debt agreements or repurchase the 2029 Green Convertible Notes or the 2030 Green Convertible Notes, or pay any cash amounts due upon conversion of such notes.

As a result, the Volkswagen Group’s holdings in the future may grow to be significant. In addition, the Volkswagen Group is an equal partner in the Joint Venture, on which we rely for electrical architecture and certain software services. The Volkswagen Group manufactures vehicles that compete with our vehicles.

Traditional computer “hackers,” malicious code (such as viruses and worms), phishing attempts, employee theft or misuse, denial of service attacks, ransomware attacks, and sophisticated nation-state and nation-state supported actors engage in intrusions and attacks that create risks for our and our vendors and suppliers’ iTechnology Systems, vehicles and products and the information they store and process. We and our suppliers have been and continue to be subject to ransomware and phishing attacks.

In the United States, the new presidential administration has rescinded an executive order relating to the safe and secure development of AI Technologies that was previously implemented by the prior presidential administration. The new presidential administration then issued an executive order that, among other things, requires certain agencies to develop and submit to the president action plans to “sustain and enhance America’s global AI dominance,” and to specifically review and, if possible, rescind rulemaking taken pursuant to the rescinded prior administration’s executive order. Thus, the new presidential administration may continue to rescind other existing federal orders and/or administrative policies relating to AI Technologies, or may implement new executive orders and/or other rule making relating to AI Technologies in the future. Any such changes at the federal level, together with state-level laws regulating AI Technologies that entered into force or are expected to in 2025, could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive.

Some open-source software licenses may require users who distribute proprietary software containing or linked to open-source software to publicly disclose all or part of the source code to such proprietary software and/or make available any derivative works of the open-source code under the same open-source license, which could include proprietary source code.

See Part I, Item 3 “Legal Proceedings” for additional information on matters related to our Stanton Springs North Facility.

•future rulemaking governing GHG and CAFE standards could reduce new business opportunities for our business.

For example, in recent years the United States government has renegotiated or terminated certain existing bilateral or multi-lateral trade agreements. It has also imposed tariffs on certain foreign goods which resulted in increased costs for goods imported into the United States. The new presidential administration recently imposed new tariffs on imports to the United States from China, Mexico and Canada, with the tariffs on Mexico and Canada subject to a 30-days delay. In addition, China has imposed retaliatory tariffs on the United States and, if tariffs on Mexico and Canada were to go into effect, these countries could also impose retaliatory tariffs on the United States.

With this increased focus, public reporting regarding ESG practices is more broadly expected.

For example, we have shared goals around climate, product, and belonging. In addition, our commitment to The Climate Pledge, pursuant to which signatories pledge to reach net-zero emissions by 2040, and subsequent reporting and emissions reductions and offsets could require considerable investments, and our commitments, with all of their contingencies, dependencies, and in certain cases, reliance on third-party verification and/or performance, is complex and ambitious, and we cannot guarantee that we will meet that or any other of our commitments. Such risks include, for example, the availability and cost of low or non-carbon based energy sources, the evolving regulatory requirements affecting ESG standards or disclosures, the availability of suppliers that can meet our sustainability and other standards, our ability to recruit, develop, and retain a diverse range of talent, and other items discussed in these risk factors. Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders, and we may be subject to various adverse consequences or investor or regulator engagement on our ESG initiatives and disclosures, even if such initiatives are currently voluntary. We may not achieve our commitments in the manner we currently intend or at all, and any failure (or perceived failure) to meet such commitments may adversely impact our relationship with certain stakeholders.

For example, in March 2024, the SEC issued final rules that would require companies to provide significantly expanded climate-related disclosures in their periodic reporting. If these rules, which are currently on hold and subject to litigation, are enforced by the incoming federal administration, they would require us to incur significant additional costs to comply. In addition, we expect to be subject to California’s recently enacted climate disclosure laws which will require in-scope companies to report on greenhouse gas emissions and climate-related financial risks. The future of the California climate disclosure laws is currently uncertain, as these laws are subject to ongoing litigation, and the CARB is currently undertaking a solicitation to gather information to aid in implementing the laws. These requirements may not always be uniform across jurisdictions, which may result in increased complexity, and cost, for compliance.

•market reaction to our proposed joint venture with Volkswagen Group and their proposed additional equity investment in us;

•other events or factors, including those resulting from war, geopolitical tensions such as the ongoing military conflict between Russia and Ukraine and in the Middle East and related economic sanctions, pandemics, incidents of terrorism, or responses to these events; and

Subject to satisfaction of certain performance conditions related to production and other targets, we plan to pay certain 2024 bonus awards in the form of RSUs in the first quarter of 2025 under the 2021 Incentive Award Plan, which will vest immediately upon grant.

•a dual class structure;

In the course of preparing our financial statements for fiscal year 2021, we identified material weaknesses in our internal control over financial reporting, which were remediated as of December 31, 2023.