Lucid Group Reports Material Agreements and Equity Sales

TL;DR

Lucid Group just filed an 8-K detailing new deals and selling stock - watch this space.

AI Summary

Lucid Group, Inc. filed an 8-K on November 17, 2025, reporting on events that occurred on November 11, 2025. The filing indicates the company entered into a material definitive agreement, created a direct financial obligation, and engaged in unregistered sales of equity securities. Specific details regarding the nature of these agreements and sales are not fully elaborated in the provided text.

Why It Matters

This filing signals significant corporate actions by Lucid Group, including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, direct financial obligations, and unregistered sales of equity securities, which can introduce financial and operational risks.

Key Players & Entities

• Lucid Group, Inc. (company) — Registrant
• November 11, 2025 (date) — Earliest event date
• November 17, 2025 (date) — Filing date
• 7373 Gateway Boulevard, Newark, CA 94560 (address) — Principal Executive Office

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share LCID The Nasdaq Sto
• $875,000,000 — disclosed Rule 144A private offering of $875,000,000 aggregate principal amount of its 7.00%
• $100,000,000 — ued the Base Notes, up to an additional $100,000,000 aggregate principal amount of notes, on
• $975,000,000 — dditional Notes in full, and a total of $975,000,000 aggregate principal amount of notes wer
• $962.4 m — ds from the offering were approximately $962.4 million, after deducting the initial purc
• $755.7 million — ng to fund repurchases of approximately $755.7 million in aggregate principal amount of its 1.
• $752.2 million — (the " 2026 notes ") for approximately $752.2 million. Lucid intends to use the remaining net
• $1,000 — r share (" Lucid's common stock "), per $1,000 principal amount of notes, which repres
• $20.81 — itial conversion price of approximately $20.81 per share of Lucid's common stock, whic
• $636.7 million — which Ayar will purchase approximately $636.7 million of Lucid's common stock (based on the l
• $16.99 — e on The Nasdaq Global Select Market of $16.99 per share of Lucid's common stock on No

Filing Documents

• lcid-20251111.htm (8-K) — 55KB
• ex41-convertiblenotesdue20.htm (EX-4.1) — 946KB
• ex101-amendmentno6totheinv.htm (EX-10.1) — 31KB
• ex991-convertiblenotesdue2.htm (EX-99.1) — 19KB
• image1a.jpg (GRAPHIC) — 3KB
• image2a.jpg (GRAPHIC) — 3KB
• image3a.jpg (GRAPHIC) — 3KB
• image4a.jpg (GRAPHIC) — 3KB
• image5a.jpg (GRAPHIC) — 3KB
• image6v2a.jpg (GRAPHIC) — 5KB
• 0001628280-25-052593.txt ( ) — 1339KB
• lcid-20251111.xsd (EX-101.SCH) — 2KB
• lcid-20251111_lab.xml (EX-101.LAB) — 22KB
• lcid-20251111_pre.xml (EX-101.PRE) — 13KB
• lcid-20251111_htm.xml (XML) — 3KB

01 Entry Into or Amendment of a Material Definitive Agreement

Item 1.01 Entry Into or Amendment of a Material Definitive Agreement. 7.00% Convertible Senior Notes due 2031 On November 17, 2025, Lucid Group, Inc. (" Lucid " or the " Company ") completed its previously disclosed Rule 144A private offering of $875,000,000 aggregate principal amount of its 7.00% Convertible Senior Notes due 2031 (the " Base Notes ") at an issue price of 100%. Lucid granted the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date Lucid first issued the Base Notes, up to an additional $100,000,000 aggregate principal amount of notes, on the same terms and conditions (the " Additional Notes " and, together with the Base Notes, the " notes "). On November 12, 2025, the initial purchasers elected to exercise the option to purchase the Additional Notes in full, and a total of $975,000,000 aggregate principal amount of notes were issued on November 17, 2025. The notes were offered only to persons reasonably believed to be qualified institutional buyers (as defined in the Securities Act of 1933, as amended (the " Securities Act ")) pursuant to Rule 144A under the Securities Act. The net proceeds from the offering were approximately $962.4 million, after deducting the initial purchasers' discounts and commissions and estimated offering expenses. Lucid used the net proceeds from the notes offering to fund repurchases of approximately $755.7 million in aggregate principal amount of its 1.25% Convertible Senior Notes due 2026 (the " 2026 notes ") for approximately $752.2 million. Lucid intends to use the remaining net proceeds for general corporate purposes. Indenture Lucid issued the notes under an indenture, dated as of November 17, 2025 (the " Indenture "), between Lucid and U.S. Bank Trust Company, National Association, as trustee (the " Trustee "). The Indenture (which includes the Form of 7.00% Convertible Senior Notes due 2031 filed as Exhibit 4.2 hereto) is filed as Exhibit 4.1 here

03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act, in transactions not involving any public offering. The notes were initially resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of Lucid's common stock that may be issued upon conversion of the notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 57,386,647 shares of Lucid's common stock may be issued upon conversion of the notes, based on the initial maximum conversion rate of 58.8581 shares of Lucid's common stock per $1,000 principal amount of notes, which is subject to customary anti-dilution adjustment provisions.

01 Other Events

Item 8.01 Other Events. On November 12, 2025, the Company issued a press release relating to the pricing of its offering of the notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01. Repurchases of 2026 Notes On November 11, 2025, contemporaneously with the pricing of the notes, Lucid entered into privately negotiated transactions with certain holders of the 2026 notes to repurchase approximately $755.7 million aggregate principal amount of the 2026 notes on terms that were negotiated with each holder (each, a " note repurchase "), using approximately $752.2 million of the net proceeds of the offering of the notes. The terms of each note repurchase were individually negotiated with each holder of 2026 notes and depended on several factors, including the market price of Lucid's common stock and the trading price of the 2026 notes at the time of each such note repurchase. Lucid expects that holders of the 2026 notes that sell their 2026 notes to Lucid in any note repurchase transaction may enter into or unwind various derivatives with respect to Lucid's common stock and/or purchase or sell shares of Lucid's common stock in the market to hedge their exposure in connection with these transactions. In particular, Lucid expects that many holders of the 2026 notes employ a convertible arbitrage strategy with respect to the 2026 notes and have a hedge position with respect to Lucid's common stock that they would close, through purchases of Lucid's common stock and/or the entry into or unwind of economically equivalent derivatives transactions with respect to Lucid's common stock, in connection with Lucid's repurchase of their 2026 notes for cash. This activity could increase (or reduce the size of any decrease in) the market price of Lucid's common stock or the notes at that time and could resul

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of November 17, 2025, between Lucid Group, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificate representing the 7.00% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1). 10.1 Amendment No. 6 to the Investor Rights Agreement, dated November 11, 2025, between Lucid Group, Inc. and Ayar Third Investment Company. 99.1 Press Release, dated November 12, 2025. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 17, 2025 LUCID GROUP, INC. By: /s/ Taoufiq Boussaid Name: Taoufiq Boussaid Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR