Rivian Automotive (RIVN) risk factors, FY2025 10-K

Rivian Automotive's FY2025 10-K, filed Feb 12, 2026, lists 65 risk factors in 4 groups. Against the prior year's 66: 9 new, 10 dropped, 30 substantially reworded.

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Risk factors listed
654 groups
New this year
9vs 66 last year
Dropped
10since the prior 10-K
Substantially reworded
30of those kept
Section length
34k wordsItem 1A

What the changes say

  • Rivian updated its risk profile to highlight dependencies on the Volkswagen Group joint venture for software, supply chain price volatility, and the 2026 R2 launch targets.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business

    basis or to their full potential or that we will achieve the expected benefits. If, for any reason, we are not able to attract and maintain consumers, our business, prospects, financial condition, results of operations, or cash flows would be materially and adversely affected

    Demand for EVs is volatile and influenced by interest rates, tariffs, charging infrastructure availability, and consumer perceptions.

  • NewRisks Related to Our Business

    The automotive and value added software and services markets in which we operate are highly competitive, and we may not be successful in competing in these markets

    The EV market is highly competitive against both new EV startups and established automotive companies with greater resources.

  • NewRisks Related to Our Business

    incentives, prices of raw materials and components, cost of energy, and governmental regulations, including incentives, tariffs, import regulation, and taxes

    Adoption of alternative energy vehicles depends on evolving regulations, raw material prices, charging costs, and electric grid reliability.

  • NewRisks Related to Our Business

    achieve market acceptance or prove to be profitable. An impact on our ability to recognize the benefits of the Joint Venture or any increased expenditure of our resources as a result of the Joint Venture may adversely affect our business, prospects, financial condition, results of operations, and cash flows

    The joint venture with Volkswagen Group is our primary software partner, and its failure to deliver quality software will harm vehicle sales.

  • NewRisks Related to Our Business

    We are dependent on establishing and maintaining relationships with vendors and suppliers necessary for the production of our products and services, a significant number of which are single or limited source suppliers, and effectively managing the risks due to such relationships

    We rely on single or limited-source vendors and suppliers, and supplier disputes or terminations could disrupt production.

  • NewRisks Related to Our Business

    to insource certain components, supply arrangements with current or future suppliers (with respect to other components offered by such suppliers) may be available on less favorable terms or not at all

    Unfavorable supply terms or rising raw material and battery cell prices increase operating costs and reduce margins if vehicle prices cannot be raised.

  • NewRisks Related to Our Business

    vehicle or other fire, could materially and adversely affect our reputation and business, prospects, financial condition, results of operations, and cash flows

    Storing lithium-ion cells and experiencing thermal events or battery fires can cause operational disruptions, recalls, and regulatory penalties.

  • NewRisks Related to Information Technology, Data Security, Privacy, and Intellectual Property

    we may not be entitled to the protection sought by the patent application. Further, the scope of protection of issued patent claims is often difficult to determine

    Patent applications may not issue, and issued patents may be contested, circumvented, or lack sufficient scope to provide competitive advantages.

  • NewRisks Related to Other Legal, Regulatory, and Tax Matters

    and legal expenses, all of which could adversely affect our business, prospects, financial condition, results of operations, and cash flows

    We are subject to anti-corruption laws like the FCPA, and violations by employees or business partners could lead to legal liabilities.

Dropped

  • DroppedRisks Related to Our Business

    We expect to continue to incur significant cost of revenues, operating expenses, and capital expenditures, and we may underestimate or not effectively manage the cost of revenues, operating expenses, and capital expenditures associated with our business and operations

  • DroppedRisks Related to Our Business

    The automotive market is highly competitive, and we may not be successful in competing in this industry

    Incurring significant costs and capital expenditures to scale operations.

  • DroppedRisks Related to Our Business

    We are subject to risks associated with our joint venture with the Volkswagen Group

  • DroppedRisks Related to Our Business

    experience significant future growth, we may be required not only to make additional investments in our ecosystem and workforce, but also to expand our distribution infrastructure and customer support or expand our relationships with various partners and other third parties with whom we do business

  • DroppedRisks Related to Our Business

    that the Joint Venture is not fully controlled by us, we cannot guarantee that the Joint Venture will promptly and sufficiently address vulnerabilities or other issues in our products and services or prioritize those issues over the needs of the Joint Venture or the Volkswagen Group

  • DroppedRisks Related to Our Business

    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

    Automotive market is highly competitive.

  • DroppedRisks Related to Information Technology, Data Security, Privacy, and Intellectual Property

    regulatory enforcement actions and fines, and may limit our ability to develop new services and features that make use of the data that individuals share with us

  • DroppedRisks Related to Other Legal, Regulatory, and Tax Matters

    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

    Risks associated with the Volkswagen Group joint venture.

  • DroppedRisks Related to the Ownership of Our Class A Common Stock

    Our executive officers, directors, and principal stockholders, if they choose to act together, maintain significant voting power

  • DroppedRisks Related to the Ownership of Our Class A Common Stock

    which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders

Reworded

  • 99% rewrittenRisks Related to Our Business

    Any of the foregoing could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows

    Updated to emphasize reliance on the Joint Venture and external vendors for developing complex in-house and third-party software and hardware for mass production.

  • 92% rewrittenRisks Related to Our Business

    Our future growth is dependent on the demand for, and upon customers’ willingness to adopt, EVs

    Updated to adjust phrasing regarding customer willingness to adopt EVs and factors impacting automobile prices.

  • 89% rewrittenRisks Related to Our Business

    The unavailability, reduction or elimination of government and economic incentives and credits could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows

    Clarified that the unavailability or reduction of government incentives and tax credits negatively impacts demand specifically for our vehicles.

  • 87% rewrittenRisks Related to Our Business

    The success of our business depends on attracting and retaining a large number of consumers and maintaining strong demand for our vehicles, software and services. If we are unable to do so, we will not be able to achieve profitability

    Added specific focus on the 2026 launch of the R2 and the risks of failing to meet delivery targets and ramping up marketing costs.

  • 71% rewrittenRisks Related to Our Business

    We are a growth stage company with limited operating history and a history of losses. We expect to incur significant expenses and continuing losses for the foreseeable future and may not be able to achieve or maintain profitability in the future

    Updated net loss figures, reporting net losses of $5,432 million, $4,746 million, and $3,626 million for 2023, 2024, and 2025 respectively.

  • 70% rewrittenRisks Related to Other Legal, Regulatory, and Tax Matters

    Our business has been and may continue to be adversely affected by trade tariffs or other trade barriers

    Expanded to specify that US government tariffs on specific sectors and countries may delay or disrupt our supply of raw materials and components.

    Was: Our business could be adversely affected by trade tariffs or other trade barriers

  • 70% rewrittenRisks Related to Other Legal, Regulatory, and Tax Matters

    Our vehicles are subject to motor vehicle safety standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows

    Retained core language on complying with international, federal, and state motor vehicle safety standards and EU Type Approval requirements.

  • 69% rewrittenRisks Related to Our Business

    We have experienced, and could experience in the future, cost increases and disruptions in supply of raw materials, components or equipment used to produce our vehicles

    Added components and equipment alongside raw materials as sources of cost increases and supply disruptions.

    Was: We have experienced, and could experience in the future, cost increases and disruptions in supply of raw materials or other components used in our vehicles

  • 66% rewrittenRisks Related to Our Business

    Our future success depends on growing the sales of our commercial vehicles and securing additional commercial agreements with businesses

  • 59% rewrittenRisks Related to Other Legal, Regulatory, and Tax Matters

    Scrutiny and changing requirements, attitudes or expectations from global regulators, our investors, consumers, employees and other stakeholders with respect to our environment, social, and governance (“ESG”) practices may impose additional costs on us or expose us to new or additional risks

    Was: Increasing scrutiny and changing requirements, attitudes or expectations from global regulators, our investors, consumers, employees, and other stakeholders with respect to our environmental, social, and governance (“ESG”) practices may impose additional costs on us or expose us to new or additional risks

  • 59% rewrittenRisks Related to Our Business

    We face risks associated with establishing and maintaining international operations, including unfavorable regulatory, political, currency, tax, and labor conditions, which could harm our business, prospects, financial condition, results of operations, and cash flows

  • 55% rewrittenRisks Related to Our Business

    Our vehicles use lithium-ion battery cells, which, if not appropriately managed and controlled, have been observed to catch fire or vent smoke and flame

  • 52% rewrittenRisks Related to Other Legal, Regulatory, and Tax Matters

    We are subject to substantial and evolving regulation and unfavorable changes to, or our failure to comply with, these regulations could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows

    Was: We are subject to substantial and evolving regulation and unfavorable changes to, or our failure to comply with, these regulations could have a material adverse effect our business, prospects, financial condition, results of operations, and cash flows

  • 50% rewrittenRisks Related to the Ownership of Our Class A Common Stock

    The price of our Class A common stock has been, and may continue to be, volatile or may decline regardless of our operating performance

  • 50% rewrittenRisks Related to Our Business

    We rely on complex machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance, safety, security, and costs

  • 49% rewrittenRisks Related to Other Legal, Regulatory, and Tax Matters

    We are subject to export and import control laws, and non-compliance with such laws can subject us to civil or criminal liability and other serious consequences, which can harm our business

    Was: We are subject to export and import control laws, and non-compliance with such laws can subject us to criminal liability and other serious consequences, which can harm our business

  • 46% rewrittenRisks Related to Information Technology, Data Security, Privacy, and Intellectual Property

    We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position

  • 46% rewrittenRisks Related to Our Business

    Vehicle retail sales depend heavily on affordable interest rates and availability of credit for vehicle financing and if rates increase or continue to remain relatively high it could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows

    Was: Vehicle retail sales depend heavily on affordable interest rates and availability of credit for vehicle financing and if rates continue to increase substantially or remain relatively high it could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows

  • 44% rewrittenRisks Related to Our Business

    If there is inadequate access to charging stations, our business will be materially and adversely affected and we may not realize the benefits of our charging networks

  • 44% rewrittenRisks Related to Our Business

    If we fail to scale our business operations or otherwise manage our future growth effectively as we attempt to rapidly grow the Company, we may not be able to produce, market, service and sell (or lease) our vehicles, software and services successfully

  • 41% rewrittenRisks Related to the Ownership of Our Class A Common Stock

    Anti-takeover provisions contained in our restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt

    Was: Anti-takeover provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt

  • 38% rewrittenRisks Related to Our Business

    Our financial results may vary significantly from period to period due to fluctuations in our product demand, production levels, operating costs, working capital, capital expenditures and other factors

  • 37% rewrittenRisks Related to Our Business

    Our passion and focus on delivering a high-quality and engaging Rivian experience may not maximize short-term financial results, which may yield results that conflict with the market’s expectations and could result in our stock price being negatively affected

  • 35% rewrittenRisks Related to Our Business

    We are highly dependent on the services and reputation of Robert J. Scaringe, our Founder and CEO

  • 30% rewrittenRisks Related to the Ownership of Our Class A Common Stock

    Our insurance strategy may not be adequate to protect us from all business risks

  • 29% rewrittenRisks Related to the Ownership of Our Class A Common Stock

    Sales, directly or indirectly, of a substantial amount of our Class A common stock in the public markets by our existing security holders may cause the price of our Class A common stock to decline

  • 28% rewrittenRisks Related to the Ownership of Our Class A Common Stock

    General business and economic conditions could reduce our orders and sales, which could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows

  • 26% rewrittenRisks Related to Other Legal, Regulatory, and Tax Matters

    Changes in tax laws and the application of such laws may materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows

  • 21% rewrittenRisks Related to Our Business

    We rely on third-party vendors and suppliers for certain product and service offerings, which exposes us to increased risks

  • 20% rewrittenRisks Related to Our Business

    We have experienced, and may in the future experience, significant delays in the manufacture and delivery of our vehicles, which could harm our business, prospects, financial condition, results of operations, and cash flows

All 65 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

  1. 01We are a growth stage company with limited operating history and a history of losses. We expect to incur significant expenses and continuing losses for the foreseeable future and may not be able to achieve or maintain profitability in the future71% rewritten
  2. 02We will require additional financings to raise capital to support our business, which may not be available in a timely manner, on terms that are acceptable, or at all
  3. 03The success of our business depends on attracting and retaining a large number of consumers and maintaining strong demand for our vehicles, software and services. If we are unable to do so, we will not be able to achieve profitability87% rewritten
  4. 04basis or to their full potential or that we will achieve the expected benefits. If, for any reason, we are not able to attract and maintain consumers, our business, prospects, financial condition, results of operations, or cash flows would be materially and adversely affectedNew
  5. 05The automotive and value added software and services markets in which we operate are highly competitive, and we may not be successful in competing in these marketsNew
  6. 06Our future growth is dependent on the demand for, and upon customers’ willingness to adopt, EVs92% rewritten
  7. 07incentives, prices of raw materials and components, cost of energy, and governmental regulations, including incentives, tariffs, import regulation, and taxesNew
  8. 08We have experienced, and may in the future experience, significant delays in the manufacture and delivery of our vehicles, which could harm our business, prospects, financial condition, results of operations, and cash flows20% rewritten
  9. 09Any of the foregoing could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows99% rewritten
  10. 10achieve market acceptance or prove to be profitable. An impact on our ability to recognize the benefits of the Joint Venture or any increased expenditure of our resources as a result of the Joint Venture may adversely affect our business, prospects, financial condition, results of operations, and cash flowsNew
  11. 11We may be subject to risks associated with additional strategic alliances or acquisitions
  12. 12We have experienced, and could experience in the future, cost increases and disruptions in supply of raw materials, components or equipment used to produce our vehicles69% rewritten
  13. 13We are dependent on establishing and maintaining relationships with vendors and suppliers necessary for the production of our products and services, a significant number of which are single or limited source suppliers, and effectively managing the risks due to such relationshipsNew
  14. 14to insource certain components, supply arrangements with current or future suppliers (with respect to other components offered by such suppliers) may be available on less favorable terms or not at allNew
  15. 15If we fail to scale our business operations or otherwise manage our future growth effectively as we attempt to rapidly grow the Company, we may not be able to produce, market, service and sell (or lease) our vehicles, software and services successfully44% rewritten
  16. 16We are highly dependent on the services and reputation of Robert J. Scaringe, our Founder and CEO35% rewritten
  17. 17We may be unable to offer attractive financing and leasing options to vehicle purchasers, which would adversely affect demand and expose us to financial risks
  18. 18We may not succeed in maintaining and strengthening our brand, which would materially and adversely affect customer acceptance of our vehicles, software, and services
  19. 19Our passion and focus on delivering a high-quality and engaging Rivian experience may not maximize short-term financial results, which may yield results that conflict with the market’s expectations and could result in our stock price being negatively affected37% rewritten
  20. 20Our future success depends on growing the sales of our commercial vehicles and securing additional commercial agreements with businesses66% rewritten
  21. 21We are subject to risks associated with advanced driver assistance technology
  22. 22We rely on complex machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance, safety, security, and costs50% rewritten
  23. 23If there is inadequate access to charging stations, our business will be materially and adversely affected and we may not realize the benefits of our charging networks44% rewritten
  24. 24Our vehicles use lithium-ion battery cells, which, if not appropriately managed and controlled, have been observed to catch fire or vent smoke and flame55% rewritten
  25. 25vehicle or other fire, could materially and adversely affect our reputation and business, prospects, financial condition, results of operations, and cash flowsNew
  26. 26We have limited experience servicing and repairing our vehicles. If we or our partners are unable to adequately service our vehicles, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected
  27. 27The automotive industry is rapidly evolving and may be subject to unforeseen changes which could adversely affect the demand for our vehicles, software and services or increase our operating costs
  28. 28The unavailability, reduction or elimination of government and economic incentives and credits could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows89% rewritten
  29. 29Vehicle retail sales depend heavily on affordable interest rates and availability of credit for vehicle financing and if rates increase or continue to remain relatively high it could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows46% rewritten
  30. 30Insufficient warranty reserves to cover future warranty claims could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows
  31. 31Field actions, including product recalls, could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows
  32. 32We have been and will become subject to product liability claims, which could harm our business, prospects, financial condition, results of operations, and cash flows if we are not able to successfully defend or insure against such claims
  33. 33We face risks associated with establishing and maintaining international operations, including unfavorable regulatory, political, currency, tax, and labor conditions, which could harm our business, prospects, financial condition, results of operations, and cash flows59% rewritten
  34. 34If we fail to successfully address these risks, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected
  35. 35If we cannot maintain our culture as we grow, we could lose the innovation, teamwork, and passion that we believe contribute to our success and our business may be harmed
  36. 36Our business may be adversely affected by labor and union activities
  37. 37Our financial results may vary significantly from period to period due to fluctuations in our product demand, production levels, operating costs, working capital, capital expenditures and other factors38% rewritten
  38. 38We rely on third-party vendors and suppliers for certain product and service offerings, which exposes us to increased risks21% rewritten
  39. 39We are subject to risks associated with exchange rate fluctuations, interest rate changes, and commodity and credit risk

Risks Related to Information Technology, Data Security, Privacy, and Intellectual Property

  1. 40Any unauthorized control or manipulation of our vehicles’ systems could result in a loss of confidence in us and our vehicles and harm our business
  2. 41We are, and may in the future become, subject to patent, trademark, and/or other intellectual property infringement claims, which may be time-consuming, cause us to incur significant liability, and increase our costs of doing business
  3. 42We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position46% rewritten
  4. 43we may not be entitled to the protection sought by the patent application. Further, the scope of protection of issued patent claims is often difficult to determineNew
  5. 44Our use of open-source software in our applications could subject our proprietary software to general release, adversely affect our ability to sell our products and services, and subject us to possible litigation, claims or proceedings

Risks Related to Other Legal, Regulatory, and Tax Matters

  1. 45Our business has been and may continue to be adversely affected by trade tariffs or other trade barriers70% rewritten
  2. 46We are subject to export and import control laws, and non-compliance with such laws can subject us to civil or criminal liability and other serious consequences, which can harm our business49% rewritten
  3. 47Our vehicles are subject to motor vehicle safety standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows70% rewritten
  4. 48We are subject to substantial and evolving regulation and unfavorable changes to, or our failure to comply with, these regulations could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows52% rewritten
  5. 49We are subject to various environmental, health, and safety laws and regulations that could impose substantial costs upon us and cause delays in building our manufacturing facilities
  6. 50and legal expenses, all of which could adversely affect our business, prospects, financial condition, results of operations, and cash flowsNew
  7. 51We are subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows
  8. 52Changes in tax laws and the application of such laws may materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows26% rewritten
  9. 53Our ability to use net operating loss carryforwards and other tax attributes is limited due to certain provisions of the Internal Revenue Code
  10. 54Scrutiny and changing requirements, attitudes or expectations from global regulators, our investors, consumers, employees and other stakeholders with respect to our environment, social, and governance (“ESG”) practices may impose additional costs on us or expose us to new or additional risks59% rewritten

Risks Related to the Ownership of Our Class A Common Stock

  1. 55The price of our Class A common stock has been, and may continue to be, volatile or may decline regardless of our operating performance50% rewritten
  2. 56We cannot predict the impact our dual class structure may have on the market price of our Class A common stock
  3. 57Sales, directly or indirectly, of a substantial amount of our Class A common stock in the public markets by our existing security holders may cause the price of our Class A common stock to decline29% rewritten
  4. 58If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common stock and trading volume could decline
  5. 59We do not intend to pay dividends for the foreseeable future. Consequently, any gains from an investment in our common stock will likely depend on whether the price of our Class A common stock increases
  6. 60Anti-takeover provisions contained in our restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt41% rewritten
  7. 61Our business is subject to the risk of earthquakes, fire, power outages, floods, other natural disasters, the physical effects of climate change and other catastrophic events, and to interruption by man-made events such as terrorism
  8. 62Our insurance strategy may not be adequate to protect us from all business risks30% rewritten
  9. 63General business and economic conditions could reduce our orders and sales, which could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows28% rewritten
  10. 64We will continue to incur significant additional costs as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices
  11. 65If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below the expectations of our investors and securities analysts, resulting in a decline in the trading price of our Class A common stock

Other Rivian Automotive 10-Ks

  • FY2024 10-K risk factors
    66 risks

    Rivian faces substantial losses, needing capital raises and cost management as it scales EV production.

    Filed Feb 24, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.