Rivian Automotive Inc-A 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For thefiscal year endedDecember 31, 2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transion period from________to _________Commissionfile number001-41042 Rivian Automove, Inc. (Exact name of registrant as specified in its charter) 47-3544981 (I.R.S. Employer Idenficaon No.) (Registrant's telephone number, including area code) Securies registered pursuant to Secon 12(b) of the Act: Name of each exchange on which registered The Nasdaq Stock Market Securies registered pursuant to Secon 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securies Act.Yes☒No¨ Indicate by check mark if the registrant is not required tofile reports pursuant to Secon 13 or Secon 15(d) of the Act.Yes¨No☒ Indicate by check mark whether the registrant: (1) hasfiled all reports required to befiled by Secon 13 or 15(d) of the Securies Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to suchfilingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submied electronically every Interacve Data File required to be submied pursuant to Rule 405 ofRegulaon S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and postsuchfiles).Yes☒No¨ Indicate by check mark whether the registrant is a large acceleratedfiler, an acceleratedfiler, a non-acceleratedfiler, a smaller reporng company, or anemerging growth company. See the definions of “large acceleratedfiler,” “acceleratedfiler,” “smaller reporng company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act: Large acceleratedfiler☒Acceleratedfiler¨Non-acceleratedfiler¨Smaller reporng company¨Emerging growth company¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transion period for complying with any new orrevisedfinancial accounng standards provided pursuant to Secon 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant hasfiled a report on and aestaon to its management’s assessment of the effecveness of its internalcontrol overfinancial reporng under Secon 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounngfirm that prepared orissued its audit report.☒ Table of Contents If securies are registered pursuant to Secon 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in thefiling reflect the correcon of an error to previously issuedfinancial statements.¨ Indicate by check mark whether any of those error correcons are restatements that required a recovery analysis of incenve-based compensaon receivedby any of the registrant’s execuve officers during the relevant recovery period pursuant to §240.10D.¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes¨No☒ The aggregate market value of the vong and non-vong common equity held by non-affiliates of the registrant as of June 30, 2024, the last business day ofthe registrant’s most recently completed secondfiscal quarter, was approximately $11.2billion based upon the closing price reported for such date on theNasdaq Global Select Market. For purposes of such calculaon, the registrant has assumed that all outstanding shares of common equity are held by non-affiliates, except for shares held by each of the registrant’s execuve officers, directors, and 5% or greater stockholders. In the case of 5% or greaterstockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholdersexercise any control over the registrant. These assumpons should not be deemed to constute an admission that all execuve officers, directors, and 5% orgreater stockholders are, in fact, affiliates of the registrant, or that there are not other persons who may be deemed to be affiliates of the registrant. Thisdeterminaon of affiliate status is not necessarily a conclusive determinaon for other purposes. As of February14, 2025,1,122,889,465shares of the registrant's Class A common stock were outstanding, and7,825,000shares of the registrant's Class Bcommon stock were outstanding. Porons of the registrant’s definive Proxy Statement related to its 2025 Annual Meeng of Stockholders to befiled with the Securies and ExchangeCommission within 120 days aer the end of thefiscal year ended December 31, 2024 are incorporated by reference into Part III of this Form 10-K. RIVIAN AUTOMOTIVE, INC.FORM 10-KTABLE OF CONTENTS Forward-Looking StatementsSummary of Risk Fac