Rivian‘s departing Chief Financial Officer Claire McDonough forfeited 730,292 unvested restricted stock units on her last day on Friday, worth about $8.9 million at the stock’s closing price, as Derek Mulvey formally took over as Interim Chief Financial Officer, regulatory filings show.
The disclosures came in four filings with the US Securities and Exchange Commission between Thursday and Friday: a current report on Form 8-K, the quarterly report on Form 10-Q, and two ownership filings for the outgoing and incoming finance chiefs.
Together they set out the terms of the finance handover and add detail to Rivian’s third-quarter results, including the cost of a Volkswagen Group loan, the conditions on a federal loan for its Georgia plant and how much its share count has grown this year.
Rivian shares closed 6.2% higher at $12.16 on Friday, after Jefferies upgraded the stock to ‘Buy.’
Morgan Stanley, Mizuho, and Cantor all cut their price targets for Rivian to $13, $10, and $16, respectively.
88,886 Shares
McDonough’s resignation took effect on October 30, as the company disclosed in August when GE Vernova named her its next Chief Financial Officer.
She notified Rivian on August 24 that she would resign “to pursue a new opportunity and relocate to the East Coast to be closer to her family,” and the resignation “is not the result of any disagreement with the Company,” according to an August 27 8-K.
As a result, she “forfeited 730,292 unvested Restricted Stock Units previously granted,” according to a Form 4 filed on Friday. She holds 88,886 Rivian shares after the forfeiture, worth about $1.1 million at Friday’s close, and is no longer subject to insider reporting rules.
The two figures add up to the 819,178 shares she reported holding after an August 20 sale, which therefore included unvested awards.
GE Vernova has agreed to cover compensation she forfeits by leaving, with awards worth $19.5 million including $14.5 million in restricted and performance stock units vesting over three years. That is more than twice what the forfeited Rivian units were worth at Friday’s close.
McDonough still signed the 10-Q and the 8-K as Chief Financial Officer on Thursday, a day before she left.
Her exit is one of several in the finance team. Jon Franklin, Rivian’s Vice President and Corporate Controller, left in September, a month after McDonough announced hers.
Mulvey’s Terms
Rivian’s board appointed Mulvey, 36, as Interim Chief Financial Officer on October 27, effective October 30, and designated him principal financial officer, according to the 8-K.
His base salary rose to $400,000 a year with a target annual bonus of 40% of salary. Rivian also granted him 125,392 restricted stock units on September 21, half vesting on February 15, 2027 and half on August 15, 2027, subject to continued service.
The grant was worth about $1.5 million at Friday’s close.
Mulvey reported beneficial ownership of 296,200 Class A shares in his initial Form 3. Of those, 218,855 are unvested restricted stock units, including the September grant.
The rest comprise 73,057 shares from vested awards, 1,798 shares bought through the employee stock purchase plan and 2,490 shares bought through the directed share program at the 2021 initial public offering.
The 8-K sets out his career at Rivian in more detail than the company gave in August. He joined in June 2021 as Senior Manager of Strategic Finance and Investor Relations, became Director in May 2022, Senior Director in June 2023 and Vice President of Finance in March 2025.
Before Rivian, he was a Vice President at J.P. Morgan.
Share Count Rising
The 10-Q shows how much of this year’s funding has come from new shares.
Rivian had 1,455,696,138 Class A and 3,912,500 Class B shares outstanding as of October 20, according to the 10-Q. That is about 1.46 billion in total, against 1.24 billion at the end of 2025, an increase of about 18%.
Proceeds from issuing stock reached $2.6 billion in the first nine months.
In July, Rivian sold 86.25 million shares at $15.50 each in an offering led by Goldman Sachs, raising about $1.3 billion after underwriting costs, including the underwriters’ full option.
Volkswagen Group paid $1.0 billion in April for about 63 million shares at $15.90 after testing milestones were met in March. Uber paid $300 million in May for about 20 million shares at $15.34.
More is tied to milestones. Rivian expects a further $460 million in equity from Volkswagen Group, which may partly take the form of convertible debt, and up to $950 million from Uber across four remaining milestones, some requiring “proven autonomy quality,” the filing says.
Amazon remained the biggest customer.
Revenue from Amazon, mainly electric delivery vans, doubled to $596 million in the third quarter from $298 million a year earlier, or 27.7% of total revenue. Rivian’s spending on Amazon’s data services, including hosting and compute, rose to $153 million from $59 million.
Revenue recognized from Volkswagen Group under the joint venture rose to $354 million from $214 million. The related deferred revenue balance fell to $1.173 billion from $1.794 billion at the end of 2025.
The 10-Q also quantifies the cost of the R2 ramp. Rivian recognized about $120 million in the quarter, and $220 million over nine months, of incremental cost of revenues compared with production at more normalized levels.
Volkswagen Group held 14.0% of Rivian’s voting power and Amazon 10.8% at the end of September. All 3,912,500 Class B shares convert automatically into Class A shares in November 2026, the fifth anniversary of the IPO.
The Terms of the VW Loan
Rivian had already said in its earnings release that it received $1.0 billion in October from a non-recourse 10-year Volkswagen Group term loan, which lifted pro forma liquidity to $7.095 billion.
The 10-Q adds the terms. The loans were funded on October 7 and passed from Volkswagen Group to the joint venture, then to a Rivian subsidiary that holds its half of the venture, which distributed the money to Rivian.
They mature in October 2036. Repayments of $100 million a year, in two $50 million installments, begin in October 2029, with the rest due at maturity.
Interest accrues at a fixed 5.93% on the loan from Volkswagen Group to the joint venture and 6.03% on the loan from the venture to Rivian’s subsidiary, with the first semi-annual payment due in October 2028.
Conditions on the DOE Loan
The filing also details the amended Department of Energy loan for the Stanton Springs North plant in Georgia, signed in April.
It comprises a roughly 15-year tranche of up to $3.355 billion plus up to $315 million of capitalized interest, and a roughly 10-year tranche of up to $651 million plus up to $179 million of capitalized interest, at Treasury yields with no credit spread.
That totals about $4.5 billion, down from up to $6.6 billion when Rivian first disclosed the facility.
Before the first advance, Rivian must maintain positive gross margin for certain periods and the plant entity must reach certain vehicle sales metrics, among other conditions, the filing says.
Once funded, the loan subjects Rivian to a maximum 55% ratio of debt to tangible assets, a minimum current ratio of 1.25 to 1 and minimum liquidity of $2 billion.
Rivian posted gross profit of $176 million in the third quarter and $474 million in the first nine months.
Cash Burn and Inventory
Net cash used in operating activities reached $1.948 billion in the first nine months, against $98 million a year earlier. Capital expenditures were $1.1 billion, leaving free cash flow of about negative $3.05 billion.
Rivian attributed the operating outflow mainly to lower deferred revenues and “a buildup of inventory purchases to support the launch of R2.” Inventory rose to $1.779 billion from $1.594 billion at the end of 2025, and accounts payable rose to $1.038 billion from $595 million.
Third-quarter free cash flow was negative $1.124 billion, against negative $421 million a year earlier.
Total liquidity stood at $6.095 billion at the end of September, down from $6.588 billion at the end of 2025. Rivian said its cash, investments and credit line would cover its needs for at least the next 12 months.
Adjusted Risk Factors
Compared with the second-quarter 10-Q, Rivian revised several risk factors.
It now says its networks and systems “have in the past been and may in the future be breached,” where the previous filing said only that they “may be breached.” The filing does not describe any specific incident.
A policy risk factor now cites “in September 2026, the reduction of the Federal Corporate Average Fuel Economy Standards.” A new line notes a Federal Highway Administration proposal to raise domestic content requirements for EV chargers “from the current 55% domestic content, to up to 100%.”
Rivian dropped the sentence saying it has “an exclusive relationship with one financial institution for leasing in the United States.” Sales to JPMorgan Chase Bank, mainly leased vehicles, fell to less than 10% of revenue in the first nine months from about 42% a year earlier.
A One-Time Gain and Lawsuits
The nine-month net loss of $2.16 billion includes a $506 million gain from deconsolidating Mind Robotics, the industrial robotics company Rivian set up in November 2025, which it began treating as an equity investment in March after an outside funding round.
On litigation, the filing lists a growing set of shareholder derivative suits. An October 13 order stayed one consolidated Delaware case through November 10, and the filing lists suits filed as recently as August 18.
A securities class action filed in May 2024 continues after a judge denied Rivian’s motion to dismiss in August 2025. Rivian says the claims are meritless.
Rivian’s accrual for contingent losses rose to $70 million at the end of September from $60 million at the end of June. It now estimates reasonably possible losses could exceed that by up to $10 million, against $30 million in June.
None of Rivian’s directors or officers adopted or terminated a Rule 10b5-1 trading plan in the third quarter, the 10-Q says.
