What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-27 compared with 2023-02-28 · 53 added, 30 removed, 177 unchanged (32% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the d esign and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K.

Based on their evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2023, our disclosure controls and procedures are designed to, and are effective to, provide reasonable assurance that the information we are required to disclose in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

3 unchanged sentences

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Grant Thornton LLP , an independent registered public accounting firm, as stated in their report, which is included in Item 8 of Part II of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by KPMG LLP , an independent registered public accounting firm, as stated in their report, which is included in Item 8 of Part II of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

4 unchanged sentences

Other Information.

None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

21 unchanged sentences

8-K 001-39408 July 26, 2021 2.1

3.1 Second Amended and Restated Certificate of Incorporation

8-K 001-39408 July 26, 2021 3.1

3.2 Amended and Restated Bylaws

8-K 001-39408 July 26, 2021 3.2

3.1 Third Amended and Restated Certificate of Incorporation

8-K 001-39408 April 25, 2023

3.2 Second Amended and Restated Bylaws

8-K 001-39408 March 3, 2023 3.2

4.1 Specimen Class A Common Stock Certificate of Lucid Group, Inc.

24 unchanged sentences

Lucid Group, Inc.

Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc.

Second Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc.

2021 Employee Stock Purchase Plan, attached thereto)

8-K 001-39408 June 13, 2022 10.1

8-K 001-39408 April 25, 2023 10.1

Form of Stock Option Agreement under the Second Amended and Restated 2021 Stock Incentive Plan

001-39408 November 7, 2023 10.2

Form of PSU Agreement under the Second Amended and Restated 2021 Stock Incentive Plan

001-39408 November 7, 2023

Form of RSU Agreement under the Second Amended and Restated 2021 Stock Incentive Plan

10-Q 001-39408 November 7, 2023 10.4

10.9 Investor Rights Agreement, dated as of February 22, 2021, by and among Churchill Capital Corp IV, Ayar Third Investment Company, Churchill Sponsor IV LLC and the other parties named therein

3 unchanged sentences

8-K 001-39408 November 8, 2022

Amendment No.

2 to the Investor Rights Agreement, dated May 31, 2023, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto

8-K 001-39408 June 5, 2023 10.2

Form of Subscription Agreement

13 unchanged sentences

S-4 333-254543 March 22, 2021 10.7

10.13^ Atieva, Inc.

2009 Share Plan

3 unchanged sentences

S-4 333-254543 March 22, 2021 10.9

10.15^ Atieva, Inc.

2014 Share Plan, as amended January 11, 2021

3 unchanged sentences

S-4 333-254543 March 22, 2021 10.11

10.17^ Atieva, Inc.

2021 Stock Incentive Plan, as amended February 22, 2021

22 unchanged sentences

10-K 001-39408 February 28, 2022 10.27

Offer of Employment to Marc Winterhoff, dated November 7 , 2023

Separation Agreement between Lucid Group, Inc.

and Sherry House, dated December 11 , 2023

Loan Agreement, dated as of February 27, 2022, between Lucid LLC and Saudi Industrial Development Fund (English version only)

13 unchanged sentences

8-K 001-39408 November 8, 2022 10.1

10.40 Subscription Agreement, dated May 31, 2023, between Lucid Group, Inc.

and Ayar Third Investment Company

8-K 001-39408 June 5, 2023 10.1

Amendment to the Credit Facility Agreement, entered into on March 12, 2023, between Lucid LLC and Gulf International Bank Saudi Arabia (English version only)

10-Q 001-39408 May 8, 2023 10.1

Implementation Agreement, dated June 26, 2023, by and among Lucid Group, Inc., Atieva, Inc., Lucid Group Technologies, LLC, Aston Martin Lagonda Global Holdings plc and Aston Martin Lagonda Limited

10-Q 001-39408 August 7, 2023 10.4

Electric Vehicle Purchase Agreement, dated August 7, 2023, between the Government of the Kingdom of Saudi Arabia (as Represented by the Ministry of Finance) and Lucid LLC.

10-Q 001-39408 November 7, 2023 10.1

General Terms and Conditions for Prototype and Production Parts and Services, effective as of December 1, 2022, by and between Lucid USA, Inc.

and Panasonic Energy Co., Ltd.

001-39408 February 28, 2023

Production Pricing Agreement, effective as of December 1, 2022, by and between Lucid USA, Inc.

and Panasonic Corporation of North America doing business as Panasonic Industrial Devices Sales Company of America

001-39408 February 28, 2023

Production Pricing Agreement, effective as of December 1, 2022, by and between Lucid USA, Inc.

and Panasonic Energy Corporation of North America

001-39408 February 28, 2023

Affiliate Participation Agreement, effective as of December 1, 2022, by and between Panasonic Corporation of North America doing business as Panasonic Industrial Devices Sales Company of America and Lucid USA, Inc.

001-39408 February 28, 2023

Affiliate Participation Agreement, effective as of December 1, 2022, by and between Panasonic Energy Corporation of North America and Lucid USA, Inc.

14.1 Code of Business Conduct and Ethics of Lucid Group, Inc.

8-K 001-39408 July 26, 2021 14.1

001-39408 February 28, 2023

Interim Supply Agreement, dated June 26, 2023, by and among Lucid Group Technologies, LLC, Atieva, Inc., and Aston Martin Lagonda Limited.

21.1 List of Significant Subsidiaries of Lucid Group, Inc.

23.1 Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm (KPMG LLP).

Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP).

31.1 Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2 Certification of Chief Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C.

31.2 Certification of Princip a l Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1 Certification of C hief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Lucid Group, Inc.

Compensation Recoupment Policy

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X

11 unchanged sentences

February 27, 2024

/s/ Sherry House

Chief Financial Officer

/s/ Gagan Dhingra

Gagan Dhingra

Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

4 unchanged sentences

February 27, 2024

/s/ Sherry House

Chief Financial Officer (Principal Financial Officer)

February 28, 2023

/s/ Gagan Dhingra

Gagan Dhingra

Principal Accounting Officer

February 28, 2023

/s/ Andrew Liveris

Andrew Liveris

Interim Chief Financial Officer (Interim Principal Financial Officer and Principal Accounting Officer)

February 27, 2024

3 unchanged sentences

February 27, 2024

/s/ Nancy Gioia

/s/ Andrew Liveris

Andrew Liveris

February 27, 2024

/s/ Frank Lindenberg

Frank Lindenberg

/s/ Sherif Marakby

Sherif Marakby

February 27, 2024

2 unchanged sentences

February 27, 2024

/s/ Anthony Posawatz

Anthony Posawatz

/s/ Chabi Nouri

February 27, 2024

/s/ Ori Winitzer

February 27, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures