Lucid Group, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. Index of Consolidated Financial Statements for the fiscal years ended December 31, 2024, 2023 and 2022. CONTENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 185 ) 94 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 96 Consolidated Financial Statements of Lucid Group, Inc. and its consolidated subsidiaries: Consolidated Balance Sheets as of December 31, 202 4 and 202 3 97 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 202 4 , 202 3 and 202 2 98 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity for the years ended December 31, 202 4 , 202 3 and 202 2 99 Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 and 202 2 100 Notes to Consolidated Financial Statements 102 93 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Lucid Group, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Lucid Group, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 94 Evaluation of net realizable value of certain inventories As discussed in Notes 2 and 4 to the consolidated financial statements, the Company has inventories with a carrying value of $407.8 million as of December 31, 2024. The Company adjusts the carrying value of inventory when the cost of inventory exceeds the estimated net realizable value. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. Additionally, the Company reviews inventory to determine whether the carrying value exceeds the net amount realizable upon the ultimate sale of the inventory, requiring the Company to determine the estimated selling price of vehicles and the estimated cost to convert the inventory on-hand into a finished product. We identified the evaluation of the Company’s determination of net realizable value of certain inventories as a critical audit matter. Subjective auditor judgment and significant audit effort were required to assess key inputs within the Company’s determination of net realizable value of certain inventories. Specifically, the key inputs within the calculation include the estimated selling prices and the estimated cost to convert the inventory on-hand into a finished product. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s inventory process, including controls related to the estimated selling prices and the estimated cost to convert the inventory on-hand into a finished product. We evaluated estimated selling prices by comparing them to internal sales documentation, actual sales, peer company data, and relevant market information. We evaluated the Company’s ability to accurately forecast the estimated cost to convert inventory on-hand by comparing historical production projections to actual results. We assessed the estimated cost to convert the inventory on-hand by comparing it to future sales projections. For certain inventories, we also evaluated the estimated cost to convert inventory on-hand by comparing the historical estimated cost to convert to actual results. Evaluation of redeemable convertible preferred stock issuances As discussed in Notes 2, 8 and 16 to the consolidated financial statements, in March 2024, the Company entered into the Series A Subscription Agreement with a related party. Pursuant to the Series A Subscription Agreement, the related party purchased 100,000 shares of the Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $1.0 billion in a private placement. In addition, in August 2024, the Company entered into the Series B Subscription Agreement with the same related party. Pursuant to the Series B Subscription Agreement, the related party purchased 75,000 shares of the Series B Redeemable Convertible Preferred Stock for an aggregate purchase price of $750.0 million in a private placement. The Series A Redeemable Convertible Preferred Stock and the Series B Redeemable Convertible Preferred Stock (the Redeemable Convertible Preferred Stock) are convertible at the option of the holder (i) at any time the closing price per share of the common stock on the trading date immediately preceding the date on which the holder delivers the relevant notice of conversion is at least a certain price threshold or (ii) during specified periods preceding a fundamental change or optional redemption by the Company under the terms of the Redeemable Convertible Preferred Stock. As of December 31, 2024, the Redeemable Convertible Preferred Stock mezzanine equity and derivative liabilities were $1.3 billion and $639.4 million, respectively. We identified the assessment of the initial US GAAP accounting treatment of the Redeemable Convertible Preferred Stock as a critical audit matter. Specifically, the evaluation of the appropriate accounting treatment, including: 1) determination of whether the preferred stock was a debt or equity host, 2) identification of the embedded features, and 3) determination of whether any of the embedded features require bifurcation and separate accounting, involved complex, challenging and subjective auditor judgments. In addition, a high degree of auditor judgment was involved in determining the nature and extent of the procedures performed and audit evidence obtained to evaluate the Company's conclusions. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the initial accounting treatment of the Redeemable Convertible Preferred Stock. We obtained and reviewed the Redeemable Convertible Preferred Stock agreements to understand the terms, conditions, and features within the agreements to assist in (i) evaluating relevant contract terms and conditions of the agreements in relation to the appropriate accounting literature, (ii) comparing the relevant terms and provisions to management’s analysis, and (iii) assessing the appropriateness of conclusions reached by the Company with respect to the initial accounting treatment, including the determination of the host contract, and identification and bifurcation of embedded features within the Redeemable Convertible Preferred Stock. We evaluated the conclusions made by the Company related to the accounting treatment for issuance of the Redeemable Convertible Preferred Stock, including the Company’s conclusions of relevant accounting standards to analyze and assess the identification and determination of embedded features requiring bifurcation and separate accounting of the Redeemable Convertible Preferred Stock. /s/ KPMG LLP We have served as the Company’s auditor since 2023. Santa Clara, California February 25, 2025 95 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Lucid Group, Inc. Opinion on the financial statements We have audited the consolidated balance sheet of Lucid Group, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022 (not presented herein), the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We served as the Company’s auditor from 2020 to 2022. San Francisco, California February 28, 2023 (except for Note 17, as to which the date is February 25, 2025) 96 LUCID GROUP, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 1,606,865 $ 1,369,947 Short-term investments (including $ 15,000 and nil associated with a related party as of December 31, 2024 and 2023, respectively) 2,424,103 2,489,798 Accounts receivable, net (including $ 57,909 and $ 35,526 from a related party as of December 31, 2024 and 2023, respectively) 112,025 51,822 Inventory 407,774 696,236 Prepaid expenses 52,951 69,682 Other current assets (including $ 34,503 and nil associated with a related party as of December 31, 2024 and 2023, respectively) 270,218 79,670 Total current assets 4,873,936 4,757,155 Property, plant and equipment, net 3,262,612 2,810,867 Right-of-use assets 211,886 221,508 Long-term investments (including $ 20,000 and nil associated with a related party as of December 31, 2024 and 2023, respectively) 1,012,223 461,029 Other noncurrent assets 249,443 180,626 Investments in equity securities of a related party 37,831 81,533 TOTAL ASSETS $ 9,647,931 $ 8,512,718 LIABILITIES Current liabilities: Accounts payable $ 133,832 $ 108,724 Finance lease liabilities, current portion 6,788 8,202 Other current liabilities (including $ 126,417 and $ 92,258 associated with related parties as of December 31, 2024 and 2023, respectively) 1,024,671 891,484 Total current liabilities 1,165,291 1,008,410 Finance lease liabilities, net of current portion 76,096 77,653 Common stock warrant liability 19,514 53,664 Long-term debt 2,002,151 1,996,960 Other long-term liabilities (including $ 121,136 and $ 178,311 associated with related parties as of December 31, 2024 and 2023, respectively) 572,800 524,339 Derivative liabilities associated with redeemable convertible preferred stock (related party) 639,425 — Total liabilities 4,475,277 3,661,026 Commitments and contingencies (Note 12) REDEEMABLE CONVERTIBLE PREFERRED STOCK Preferred stock 10,000,000 shares authorized as of December 31, 2024 and 2023, Series A redeemable convertible preferred stock, par value $ 0.0001 ; 100,000 and 0 shares issued and outstanding as of December 31, 2024 and 2023, respectively; liquidation preference of $ 1,138,825 and nil as of December 31, 2024 and 2023, respectively (related party) 730,025 — Preferred stock 10,000,000 shares authorized as of December 31, 2024 and 2023, Series B redeemable convertible preferred stock, par value $ 0.0001 ; 75,000 and 0 shares issued and outstanding as of December 31, 2024 and 2023, respectively; liquidation preference of $ 800,442 and nil as of December 31, 2024 and 2023, respectively (related party) 569,817 — Total redeemable convertible preferred stock 1,299,842 — STOCKHOLDERS’ EQUITY Common stock, par value $ 0.0001 ; 15,000,000,000 shares authorized as of December 31, 2024 and 2023; 3,032,219,724 and 2,300,111,489 shares issued and 3,031,361,899 and 2,299,253,664 shares outstanding as of December 31, 2024 and 2023, respectively 303 230 Additional paid-in capital 16,808,018 15,066,080 Treasury stock, at cost, 857,825 shares at December 31, 2024 and 2023 ( 20,716 ) ( 20,716 ) Accumulated other comprehensive income (loss) ( 2,099 ) 4,850 Accumulated deficit ( 12,912,694 ) ( 10,198,752 ) Total stockholders’ equity 3,872,812 4,851,692 TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY $ 9,647,931 $ 8,512,718 The accompanying notes are an integral part of these consolidated financial statements. 97 LUCID GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) Year Ended December 31, 2024 2023 2022 Revenue (including $ 174,204 , $ 43,714 , and nil from a related party for the years ended December 31, 2024, 2023, and 2022, respectively) $ 807,832 $ 595,271 $ 608,181 Costs and expenses Cost of revenue 1,730,943 1,936,066 1,646,086 Research and development 1,176,453 937,012 821,512 Selling, general and administrative 900,952 797,235 734,574 Restructuring charges 20,304 24,546 — Total cost and expenses 3,828,652 3,694,859 3,202,172 Loss from operations ( 3,020,820 ) ( 3,099,588 ) ( 2,593,991 ) Other income (expense), net Change in fair value of common stock warrant liability 34,150 86,926 1,254,218 Change in fair value of equity securities of a related party ( 43,057 ) 5,999 — Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party) 155,350 — — Interest income 213,026 204,274 56,756 Interest expense (including $ 6,980 , $ 2,159 , and $ 283 to a related party for the years ended December 31, 2024, 2023, and 2022, respectively) ( 32,923 ) ( 24,915 ) ( 30,596 ) Other income (expense), net ( 18,469 ) ( 90 ) 9,532 Total other income, net 308,077 272,194 1,289,910 Loss before provision for income taxes ( 2,712,743 ) ( 2,827,394 ) ( 1,304,081 ) Provision for income taxes 1,199 1,026 379 Net loss ( 2,713,942 ) ( 2,828,420 ) ( 1,304,460 ) Accretion of redeemable convertible preferred stock (related party) ( 347,610 ) — — Net loss attributable to common stockholders, basic ( 3,061,552 ) ( 2,828,420 ) ( 1,304,460 ) Change in fair value of dilutive warrants — — ( 1,254,218 ) Net loss attributable to common stockholders, diluted $ ( 3,061,552 ) $ ( 2,828,420 ) $ ( 2,558,678 ) Weighted-average shares outstanding attributable to common stockholders Basic 2,445,176,539 2,081,772,622 1,678,346,079 Diluted 2,445,176,539 2,081,772,622 1,693,258,608 Net loss per share attributable to common stockholders Basic $ ( 1.25 ) $ ( 1.36 ) $ ( 0.78 ) Diluted $ ( 1.25 ) $ ( 1.36 ) $ ( 1.51 ) Other comprehensive income (loss) Net unrealized gains (losses) on investments, net of tax $ 1,942 $ 12,669 $ ( 11,572 ) Foreign currency translation adjustments ( 8,891 ) 3,753 — Total other comprehensive income (loss) ( 6,949 ) 16,422 ( 11,572 ) Comprehensive loss ( 2,720,891 ) ( 2,811,998 ) ( 1,316,032 ) Accretion of redeemable convertible preferred stock (related party) ( 347,610 ) — — Comprehensive loss attributable to common stockholders $ ( 3,068,501 ) $ ( 2,811,998 ) $ ( 1,316,032 ) The accompanying notes are an integral part of these consolidated financial statements. 98 LUCID GROUP, INC. CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (in thousands, except share data) Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balance as of January 1, 2022 — $ — 1,647,555,590 $ 165 $ 9,995,778 $ ( 20,716 ) $ — $ ( 6,065,872 ) $ 3,909,355 Net loss — — — — — — — ( 1,304,460 ) ( 1,304,460 ) Other comprehensive loss — — — — — — ( 11,572 ) — ( 11,572 ) Tax withholding payments for net settlement of employee awards — — — — ( 218,789 ) — — — ( 218,789 ) Issuance of common stock upon vesting of employee RSUs — — 15,217,096 1 ( 1 ) — — — — Issuance of common stock under employee stock purchase plan — — 2,106,158 — 24,562 — — — 24,562 Issuance of common stock upon exercise of stock options — — 22,519,879 2 17,786 — — — 17,788 Issuance of common stock under At-the-Market Offering, net of issuance costs — — 56,203,334 6 594,311 — — — 594,317 Issuance of common stock under 2022 Subscription Agreement (related party) — — 85,712,679 9 914,991 — — — 915,000 Stock-based compensation — — — — 423,500 — — — 423,500 Balance as of December 31, 2022 — — 1,829,314,736 183 11,752,138 ( 20,716 ) ( 11,572 ) ( 7,370,332 ) 4,349,701 Net loss — — — — — — — ( 2,828,420 ) ( 2,828,420 ) Other comprehensive income — — — — — — 16,422 — 16,422 Tax withholding payments for net settlement of employee awards — — — — ( 17,615 ) — — — ( 17,615 ) Issuance of common stock upon vesting of employee RSUs — — 16,947,760 2 ( 2 ) — — — — Issuance of common stock under employee stock purchase plan — — 4,748,875 — 23,836 — — — 23,836 Issuance of common stock upon exercise of stock options — — 9,003,642 1 10,342 — — — 10,343 Issuance of common stock under 2023 Underwriting Agreement, net of issuance costs — — 173,544,948 17 1,184,207 — — — 1,184,224 Issuance of common stock under 2023 Subscription Agreement, net of issuance costs (related party) — — 265,693,703 27 1,812,614 — — — 1,812,641 Stock-based compensation — — — — 300,560 — — — 300,560 Balance as of December 31, 2023 — — 2,299,253,664 230 15,066,080 ( 20,716 ) 4,850 ( 10,198,752 ) 4,851,692 Net loss — — — — — — — ( 2,713,942 ) ( 2,713,942 ) Other comprehensive loss — — — — — — ( 6,949 ) — ( 6,949 ) Tax withholding payments for net settlement of employee awards — — — — ( 10,021 ) — — — ( 10,021 ) Issuance of common stock upon vesting of employee RSUs — — 44,945,260 5 ( 5 ) — — — — Issuance of common stock under employee stock purchase plan — — 8,976,458 — 19,208 — — — 19,208 Issuance of common stock upon exercise of stock options — — 4,513,606 — 4,883 — — — 4,883 Issuance of common stock under 2024 Underwriting Agreement, net of issuance costs — — 277,484,525 28 718,329 — — — 718,357 Issuance of common stock under 2024 Subscription Agreement, net of issuance costs (related party) — — 396,188,386 40 1,025,620 — — — 1,025,660 Issuance of Series A redeemable convertible preferred stock, net of derivative liability and issuance costs (related party) 100,000 500,549 — — — — — — — Issuance of Series B redeemable convertible preferred stock, net of derivative liability and issuance costs (related party) 75,000 451,683 — — — — — — — Accretion of redeemable convertible preferred stock (related party) — 347,610 — — ( 347,610 ) — — — ( 347,610 ) Stock-based compensation — — — — 331,534 — — — 331,534 Balance as of December 31, 2024 175,000 $ 1,299,842 3,031,361,899 $ 303 $ 16,808,018 $ ( 20,716 ) $ ( 2,099 ) $ ( 12,912,694 ) $ 3,872,812 The accompanying notes are an integral part of these consolidated financial statements. 99 LUCID GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net loss $ ( 2,713,942 ) $ ( 2,828,420 ) $ ( 1,304,460 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 295,337 233,531 186,583 Amortization of insurance premium 33,330 39,507 35,620 Non-cash operating lease cost 30,765 26,201 19,711 Stock-based compensation 285,872 257,283 423,500 Inventory and firm purchase commitments write-downs 590,198 906,069 569,479 Change in fair value of common stock warrant liability ( 34,150 ) ( 86,926 ) ( 1,254,218 ) Change in fair value of equity securities of a related party 43,057 ( 5,999 ) — Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party) ( 155,350 ) — — Net accretion of investment discounts/premiums ( 76,739 ) ( 105,432 ) ( 20,695 ) Other non-cash items 5,983 34,205 10,353 Changes in operating assets and liabilities: Accounts receivable (including $( 22,383 ), $( 35,526 ), and nil from a related party for the years ended December 31, 2024, 2023, and 2022, respectively) ( 61,279 ) ( 32,509 ) ( 16,498 ) Inventory ( 334,242 ) ( 658,010 ) ( 1,256,349 ) Prepaid expenses ( 16,675 ) ( 45,641 ) ( 28,822 ) Other current assets ( 141,110 ) 4,758 ( 43,591 ) Other noncurrent assets ( 62,759 ) ( 121,790 ) ( 43,230 ) Accounts payable 34,756 ( 139,519 ) 180,469 Other current liabilities 131,627 ( 42,508 ) 284,862 Other long-term liabilities (including $ 4,900 , $ 107,763 , and nil associated with a related party for the years ended December 31, 2024, 2023, and 2022, respectively) 125,647 75,447 31,028 Net cash used in operating activities ( 2,019,674 ) ( 2,489,753 ) ( 2,226,258 ) Cash flows from investing activities: Purchases of property, plant and equipment (including $( 164,683 ), $( 80,511 ), and $( 18,834 ) from a related party for the years ended December 31, 2024, 2023, and 2022, respectively) ( 883,841 ) ( 910,644 ) ( 1,074,852 ) Purchases of investments (including $( 35,000 ), nil , and nil from a related party for the years ended December 31, 2024, 2023, and 2022, respectively) ( 4,622,890 ) ( 3,998,282 ) ( 3,854,129 ) Proceeds from maturities of investments 4,112,084 3,720,890 1,149,714 Proceeds from sale of investments 100,193 148,388 — Proceeds from government grant — 97,500 97,267 Other investing activities — ( 4,827 ) 323 Net cash used in investing activities $ ( 1,294,454 ) $ ( 946,975 ) $ ( 3,681,677 ) The accompanying notes are an integral part of these consolidated financial statements. 100 LUCID GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - continued (in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from financing activities: Proceeds from issuance of common stock under 2024 Underwriting Agreement, net of issuance costs 718,357 — — Proceeds from issuance of common stock under 2024 Subscription Agreement to a related party, net of issuance costs 1,025,660 — — Proceeds from issuance of common stock under 2023 Underwriting Agreement, net of issuance costs — 1,184,224 — Proceeds from issuance of common stock under 2023 Subscription Agreement to a related party, net of issuance costs — 1,812,641 — Proceeds from issuance of common stock under At-the-Market Offering, net of issuance costs — — 594,317 Proceeds from issuance of common stock under 2022 Subscription Agreement to a related party — — 915,000 Proceeds from issuance of Series A redeemable convertible preferred stock to a related party 1,000,000 — — Proceeds from issuance of Series B redeemable convertible preferred stock to a related party 750,000 — — Payments of issuance costs for Series A redeemable convertible preferred stock ( 2,351 ) — — Payments of issuance costs for Series B redeemable convertible preferred stock ( 641 ) — — Payment for credit facility issuance costs (including $( 5,625 ), nil , and nil to a related party for the years ended December 31, 2024, 2023, and 2022, respectively) ( 6,244 ) — ( 6,631 ) Payment for short-term insurance financing note — — ( 15,330 ) Payment for finance lease liabilities ( 3,166 ) ( 5,425 ) ( 4,977 ) Proceeds from borrowings from a related party 79,844 62,911 29,818 Repayment of borrowings to a related party ( 25,856 ) — ( 20,223 ) Proceeds from failed sale-leaseback transaction — — 31,700 Proceeds from exercise of stock options 4,883 10,343 17,788 Proceeds from employee stock purchase plan 19,208 23,836 24,562 Tax withholding payments for net settlement of employee awards ( 10,021 ) ( 17,615 ) ( 218,789 ) Net cash provided by financing activities 3,549,673 3,070,915 1,347,235 Net increase (decrease) in cash, cash equivalents, and restricted cash 235,545 ( 365,813 ) ( 4,560,700 ) Beginning cash, cash equivalents, and restricted cash 1,371,507 1,737,320 6,298,020 Ending cash, cash equivalents, and restricted cash $ 1,607,052 $ 1,371,507 $ 1,737,320 Supplemental disclosure of cash flow information: Cash paid for interest, net of amounts capitalized $ 25,526 $ 18,182 $ 23,199 Cash paid for taxes $ 88 $ 37 $ 480 Supplemental disclosure of non-cash investing and financing activity: Increases (decrease) in accounts payable and accrued liabilities related to property, plant and equipment (including $( 19,725 ), $ 8,530 and $ 11,196 associated with a related party for the years ended December 31, 2024, 2023 and 2022, respectively) $ ( 68,930 ) $ 35,849 $ 42,728 Government grant (related party) reflected in property, plant and equipment $ ( 62,471 ) $ ( 99,025 ) $ ( 33,297 ) Property, plant and equipment and right-of-use assets obtained through leases $ 24,173 $ 32,477 $ 157,894 Equity securities obtained through Strategic Technology Arrangement $ — $ 73,193 $ — The accompanying notes are an integral part of these consolidated financial statements. 101 LUCID GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 NOTE 1 – DESCRIPTION OF BUSINESS Overview Lucid Group, Inc. (“Lucid”) is a technology company that is setting new standards with the world’s most advanced electric vehicles (“EV”), the award-winning Lucid Air and all-new Lucid Gravity. Throughout the notes to the consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Lucid and its subsidiaries prior to the consummation of the merger, and Lucid and its subsidiaries after the consummation of the merger. Liquidity The Company devotes its efforts to business planning, selling and servicing of vehicles, providing technology access, research and development, construction and expansion of manufacturing facilities, expansion of retail studios and service center capacities, recruiting of management and technical staff, acquiring operating assets, and raising capital. From inception through December 31, 2024, the Company has incurred operating losses and negative cash flows from operating activities. For the years ended December 31, 2024, 2023 and 2022, the Company has incurred net losses of $ 2.7 billion, $ 2.8 billion and $ 1.3 billion, respectively. The Company had an accumulated deficit of $ 12.9 billion as of December 31, 2024. The Company completed the first phase of the construction of its Advanced Manufacturing Plant-1 in Casa Grande, Arizona (“AMP-1”) in 2021, transitioned general assembly to the AMP-1 phase 2 manufacturing facility and completed the semi knocked-down (“SKD”) portion of its Advanced Manufacturing Plant-2 in Saudi Arabia (“AMP-2”) in September 2023. The Company also completed key manufacturing activities, including the paint shop, stamping, a new body shop for the Lucid Gravity, and a majority of the powertrain shop, of the AMP-1 phase 2 manufacturing facility in 2024. The Company began commercial production of its first vehicle, the Lucid Air, in September 2021 and delivered its first vehicles in late October 2021. Currently, the AMP-1 phase 2 facility manufactures the Lucid Air and the Lucid Gravity. The Company continues to expand AMP-1, construct the completely-built-up (“CBU”) portion of AMP-2, and build a network of retail sales and service locations. The Company has plans for continued development of additional vehicle model types for future release. The aforementioned activities will require considerable capital, which is above and beyond the expected cash inflows from the initial sales of the Lucid Air. As such, the future operating plan involves considerable risk if secure funding sources are not identified and confirmed. The Company’s existing sources of liquidity include cash, cash equivalents, investments, and credit facilities. The Company funded operations primarily with issuances of common stock, convertible preferred stock, and convertible notes. In 2022, the Company entered into a loan agreement with the Saudi Industrial Development Fund (“SIDF”) with an aggregate principal amount of up to approximately $ 1.4 billion, a five-year senior secured asset-based revolving credit facility (“ABL Credit Facility”) with an initial aggregate principal commitment amount of up to $ 1.0 billion, and revolving credit facilities (the “GIB Facility Agreement”) with Gulf International Bank (“GIB”) in an aggregate principal amount of approximately $ 266.1 million. The GIB Facility Agreement provided for two committed revolving credit facilities, of which $ 173.0 million was available as a bridge financing (the “Bridge Facility”) and $ 93.1 million was for general corporate purposes (the “Working Capital Facility”). In March 2023, the Company amended the GIB Facility Agreement (together with the GIB Facility Agreement, the “2023 Amended GIB Facility Agreement”) to combine the Bridge Facility and the Working Capital Facility into a committed $ 266.1 million revolving credit facility (the “2023 GIB Credit Facility”), which bears interest at a rate of 1.40 % per annum over SAIBOR (based on the term of borrowing) and associated fees. See Note 6 “Debt” for more information. In February 2025, Lucid LLC, a limited liability company established in Saudi Arabia and a subsidiary of the Company (“Lucid LLC”), entered into an agreement to renew the 2023 GIB Credit Facility (the “2025 GIB Credit Facility”) maturing on February 24, 2028 to increase the credit facility committed amount from SAR 1.0 billion (approximately $ 266.1 million) to SAR 1.9 billion (approximately $ 506.7 million). Loans under the 2025 GIB Credit Facility may be used for general corporate purposes, have a maturity of no more than 12 months, and bear interest at a rate of 1.40 % per annum over SAIBOR (based on the term of borrowing) and associated fees. See Note 18 “Subsequent Event” for more information. 102 In November 2022, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc., under which the Company could offer and sell shares of its common stock having an aggregate offering price up to $ 600.0 million (the “At-the-Market Offering”). On November 8, 2022, the Company also entered into a subscription agreement (the “2022 Subscription Agreement”) with Ayar Third Investment Company, the controlling stockholder of the Company (“Ayar”), pursuant to which Ayar agreed to purchase from the Company up to $ 915.0 million of shares of its common stock in one or more private placements through March 31, 2023. In December 2022, the Company completed its At-the-Market Offering program pursuant to the Equity Distribution Agreement for net proceeds of $ 594.3 million after deducting commissions and other issuance costs and also consummated a private placement of shares to Ayar pursuant to the 2022 Subscription Agreement for $ 915.0 million. No shares remain available for sale under the Equity Distribution Agreement. See Note 9 “Stockholders’ Equity” and Note 16 “Related Party Transactions” for more information. In May 2023, the Company entered into an underwriting agreement (the “2023 Underwriting Agreement”) with BofA Securities, Inc. (the “Underwriter”), under which the Underwriter agreed to purchase from the Company shares of the Company’s common stock in a public offering for aggregate net proceeds to the Company of $ 1.2 billion. In May 2023, the Company also entered into a subscription agreement (the “2023 Subscription Agreement”) with Ayar, pursuant to which Ayar agreed to purchase from the Company shares of the Company’s common stock in a private placement for aggregate net proceeds of $ 1.8 billion. In June 2023, the Company completed the public offering pursuant to the 2023 Underwriting Agreement for aggregate net proceeds of $ 1.2 billion and also consummated the private placement to Ayar pursuant to the 2023 Subscription Agreement for aggregate net proceeds of $ 1.8 billion. See Note 9 “Stockholders’ Equity” and Note 16 “Related Party Transactions” for more information. In March 2024, the Company entered into a subscription agreement (the “Series A Subscription Agreement”) with Ayar. Pursuant to the Series A Subscription Agreement, Ayar agreed to purchase from the Company 100,000 shares of its Series A convertible preferred stock, par value $ 0.0001 per share (the “Series A Redeemable Convertible Preferred Stock”), for an aggregate purchase price of $ 1.0 billion in a private placement. Subsequently, in March 2024, the Company issued the shares to Ayar pursuant to the Series A Subscription Agreement and received aggregate net proceeds of $ 997.6 million. In August 2024, the Company entered into a subscription agreement (the “Series B Subscription Agreement”) with Ayar. Pursuant to the Series B Subscription Agreement, Ayar agreed to purchase from the Company 75,000 shares of its Series B convertible preferred stock, par value $ 0.0001 per share (the “Series B Redeemable Convertible Preferred Stock”), for an aggregate purchase price of $ 750.0 million in a private placement. Subsequently, in August 2024, the Company issued the shares to Ayar pursuant to the Series B Subscription Agreement and received aggregate net proceeds of $ 749.4 million. See Note 8 “Redeemable Convertible Preferred Stock” and Note 16 “Related Party Transactions” for more information. The Series A Redeemable Convertible Preferred Stock and the Series B Redeemable Convertible Preferred Stock (the “Redeemable Convertible Preferred Stock”) are convertible at the option of the holder (i) at any time the closing price per share of the common stock on the trading date immediately preceding the date on which the holder delivers the relevant notice of conversion is at least a certain price threshold as noted in the certificate of designations of Series A Redeemable Convertible Preferred Stock (the “Series A Certificate of Designations”) and in the certificate of designations of the Series B Redeemable Convertible Preferred Stock (the “Series B Certificate of Designations”) of the Company or (ii) during specified periods preceding a fundamental change or optional redemption by the Company under the terms of the Redeemable Convertible Preferred Stock. See Note 8 “Redeemable Convertible Preferred Stock” for more information. In August 2024, the Company entered into a $ 750.0 million five-year unsecured delayed draw term loan credit facility (the “DDTL Credit Facility”) with Ayar. See Note 6 “Debt” and Note 16 “Related Party Transactions” for more information. In October 2024, the Company entered into an underwriting agreement (the “2024 Underwriting Agreement”) with the Underwriter, under which the Underwriter agreed to purchase shares of the Company’s common stock. The Company also granted the Underwriter a 30-day option to purchase additional shares of its common stock (the “Overallotment Option”), and the Underwriter exercised the Overallotment Option to purchase additional shares. In October 2024, the Company also entered into a subscription agreement (the “2024 Subscription Agreement”) with Ayar, pursuant to which Ayar agreed to purchase from the Company shares of the Company’s common stock in a private placement. In addition, given the Underwriter’s exercise of the Overallotment Option, Ayar agreed to purchase additional shares of the Company’s common stock. In October 2024, the Company completed the public offering pursuant to the 2024 Underwriting Agreement for aggregate net proceeds of $ 718.4 million and also consummated the private placement of shares to Ayar pursuant to the 2024 Subscription Agreement for aggregate net proceeds of $ 1,025.7 million. See Note 9 “Stockholders’ Equity” and Note 16 “Related Party Transactions” for more information. 103 Certain Significant Risks and Uncertainties The Company’s current business activities consist of (i) generating sales from the deliveries and service of vehicles, (ii) research and development efforts to design, engineer and develop high-performance fully electric vehicles and advanced electric vehicle powertrain components, including battery pack systems, (iii) construction of the CBU portion of AMP-2 in Saudi Arabia, (iv) further construction of AMP-1 phase 2 in Casa Grande, Arizona, (v) expansion of its retail studios and service centers capabilities throughout North America and across the globe, and (vi) providing its technology access to third parties. The Company is subject to the risks associated with such activities, including the need to further develop its technology, its marketing, and distribution channels; the need to further develop its supply chain and manufacturing; and the need to hire additional management and other employees. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including our ability to access potential markets, and secure long-term financing on commercially reasonable terms. The Company participates in a dynamic high-technology industry. Changes in any of the following areas could have a material adverse impact on the Company’s future financial position, results of operations, and/or cash flows: changes in the overall demand for its products and services; advances and trends in new technologies; competitive pressures; acceptance of the Company’s products and services; litigation or claims against the Company based on intellectual property (including patents), regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its business operations. A global economic recession or other economic downturn, whether due to inflation, global conflicts or other geopolitical events, public health crises, interest rate increases or other policy actions by major central banks, government closures of banks and liquidity concerns at other financial institutions, or other factors, may have an adverse impact on the Company’s business, prospects, financial condition and results of operations. Adverse economic conditions as well as uncertainty about the current and future global economic conditions may cause the Company’s customers to defer purchases or cancel their orders in response to higher interest rates, availability of consumer credit, decreased cash availability, fluctuations in foreign currency exchange rates, and weakened consumer confidence. Reduced demand for the Company’s products may result in significant decreases in product sales, which in turn would have a material adverse impact on the Company’s business, prospects, financial condition and results of operations. Because of the Company’s premium brand positioning and pricing, an economic downturn is likely to have a heightened adverse effect on the Company compared to many of its electric vehicle and traditional automotive industry competitors, to the extent that consumer demand for luxury goods is reduced in favor of lower-priced alternatives. In addition, any economic recession or other economic downturn could also cause logistical challenges and other operational risks if any of the Company’s suppliers, sub-suppliers or partners become insolvent or are otherwise unable to continue their operations, fulfill their obligations to the Company, or meet the Company’s future demand. In addition, the deterioration of conditions in the broad financing markets may limit the Company’s ability to obtain external financing to fund its operations and capital expenditures on terms favorable to the Company, if at all. See “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K (the “Annual Report”) for more information regarding risks associated with a global economic recession, including under the caption “ A global economic recession, government closures of banks and liquidity concerns at other financial institutions, or other downturn may have a material adverse impact on our business, prospects, results of operations and financial condition . ” In the current circumstances, any impact on the Company’s financial condition, results of operations or cash flows in the future continues to be difficult to estimate and predict, as it depends on future events that are highly uncertain and cannot be predicted with accuracy. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior-period amounts have been reclassified in the accompanying consolidated financial statements and notes thereto in order to conform to the current period presentation. Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. 104 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, inventory valuation, warranty reserve, useful lives of property, plant and equipment, fair value of common stock warrants, fair value of derivative liabilities associated with the Redeemable Convertible Preferred Stock, estimates of residual value guarantee (“RVG”) liability, deferred revenue related to technology access fees and over-the-air (“OTA”) software updates, sales return reserves, assumptions used to measure stock-based compensation expense, income taxes, and estimated incremental borrowing rates for assessing operating and finance leases. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash in other current assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leased facilities. The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statements of cash flows (in thousands): December 31, 2024 2023 Cash and cash equivalents $ 1,606,865 $ 1,369,947 Restricted cash included in other current assets 14 1,560 Restricted cash included in other noncurrent assets 173 — Total cash, cash equivalents, and restricted cash $ 1,607,052 $ 1,371,507 Investments The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale and they are stated at fair value. The Company classifies its investments as either short-term or long-term based on each instrument’s underlying contractual maturity date. Unrealized gains and losses on our investments of available-for-sale securities are recorded in accumulated other comprehensive income (loss) which is included within stockholders’ equity. Interest, as well as amortization and accretion of purchase premiums and discounts on its investments of available-for-sale securities are included in interest income. The cost of securities sold is determined using the specific identification method. Realized gains and losses on the sale of available-for-sale securities are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company regularly reviews its investment portfolio of available-for-sale securities for allowance for credit lo sses. Factors considered include severity of declines in fair values below amortized costs, adverse conditions related to securities, creditworthiness of the security issuers, and collectability of principal and interest payments. Equity Securities The Company’s equity securities with readily determinable fair value are measured and stated at fair value with unrealized gains and losses recorded in the consolidated statements of operations and comprehensive loss. Accounts Receivable, Net Accounts receivable consists of receivables from our customers and from financial institutions offering financing products to our customers for the sale of vehicles, sales of powertrain kits, services, and regulatory credits. The Company provides an allowance against accounts receivable for any potential uncollectible amounts. The Company recorded immaterial allowance for credit losses as of December 31, 2024 and 2023. 105 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, investments and accounts receivable. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits, but its deposits exceed federally insured limits. As of December 31, 2024 and 2023, accounts receivable from the EV purchase agreement with the Government of Saudi Arabia, a related party of the Public Investment Fund (“PIF”), which is an affiliate of Ayar, as represented by the Ministry of Finance (the “EV Purchase Agreement”), represented 51.7 % and 68.5 % of the total accounts receivable balance, respectively. See Note 16 “Related Party Transactions” for more information. Concentration of Supply Risk The Company is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition. Inventory Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost for vehicles, which approximates actual cost on a first-in, first-out basis. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. If inventory on-hand is in excess of future demand forecast and market conditions, the excess amounts are written-off. Inventory is also reviewed to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires an assessment to determine the selling price of the vehicles less the estimated cost to convert the inventory on-hand into a finished product. Once inventory is written down, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. In the event there are changes in our estimates of future selling prices or production costs, the Company may be required to record additional and potentially material write-downs. A small change in the Company’s estimates may result in a material change in its reported financial results. Property, Plant, and Equipment, Net Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets. Interest expense capitalized for significant capital asset construction in progress is included within property, plant and equipment, net and is amortized over the life of the related assets. The Company capitalizes qualified costs incurred during the application development stage of internal use software. Costs incurred during the preliminary project stage and post-implementation stage are expensed. The Company classifies vehicles sold with repurchase obligations that are accounted for as operating leases within Property, plant and equipment, which are initially measured at cost and depreciated on a straight-line basis to the estimated residual value over the contractual period. The Company generally uses the following estimated useful lives for each asset category: Asset Category Life (years) Machinery, tooling and vehicles 3 - 15 Computer equipment and software 3 Furniture and fixtures 5 Finance leases Shorter of the lease term or the estimated useful lives of the assets Building and improvements 5 - 40 Leasehold improvements Shorter of remaining lease term or the estimated useful lives of the assets Management determines the useful lives of the Company’s property and equipment when those assets are initially recognized and routinely reviews the remaining estimated useful lives. Current estimate of useful lives represents the best estimate of the useful lives based on the Company’s current facts and circumstances, but may differ from the actual useful lives due to changes to its business operations, changes in the planned use of assets, and the technological advancements. When management changes the estimate useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated over the revised estimated useful life. 106 Expenditures for repair and maintenance costs are expensed as incurred, and expenditures for major renewals and improvements that increase functionality of the asset are capitalized and depreciated ratably over the identified useful life. Upon disposition or retirement of property and equipment, the related cost and accumulated depreciation and amortization are removed, and any gain or loss is reflected in the consolidated statement of operations and comprehensive loss. The disposition loss on fixed assets recorded for the years ended December 31, 2024, 2023 and 2022 was immaterial. Impairment of Long-Lived Assets Long-lived assets, including property, plant and equipment and right-of-use (“ROU”) assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. The Company recognized impairment loss of $ 15.3 million for the year ended December 31, 2023. I mpairment loss recognized for the years ended December 31, 2024 and 2022 was immaterial . Leases The Company has lease agreements with lease and non-lease components and has elected not to utilize the practical expedient to account for lease and non-lease components together, rather the Company accounts for the lease and non-lease components separately in the consolidated financial statements. The Company has also elected not to record ROU assets and corresponding lease liabilities for short-term leases having initial terms of 12 months or less if the leases do not contain a purchase option or renewal term that the Company is reasonably certain to exercise. Instead, the Company recognizes lease payments on a straight-line basis over the lease term. Operating lease assets are included within operating lease ROU assets. Finance lease assets are included within property, plant and equipment, net. The corresponding operating lease liabilities are included within other current liabilities and other long-term liabilities; the finance lease liabilities are included within finance lease liabilities, current portion and finance lease liabilities, net of current portion on the Company’s consolidated balance sheets as of December 31, 2024 and 2023. All lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term. The Company estimates the Company’s incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Foreign Currency The Company determines the functional currency of our foreign subsidiaries based on the primary currency in which they operate. The Company translates all assets and liabilities of foreign subsidiaries to U.S. dollars at the current exchange rate as of each balance sheet date. Revenue and expenses are translated at the average exchange rate prevailing during the period. Any resulting translation adjustments are included in accumulated other comprehensive income (loss). The assets and liabilities of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to U.S. Dollars. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Gains and losses arising from foreign currency transactions and the effects of remeasurements are recorded within other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss. Foreign currency transaction gains and losses were not material for the years ended December 31, 2024, 2023 and 2022. Revenue from Contracts with Customers The Company follows a five-step process in which the Company identifies the contract, identifies the related performance obligations, determines the transaction price, allocates the transaction price to the identified performance obligations, and recognizes revenue when (or as) the performance obligations are satisfied. Vehicle Sales Vehicle Sales without Residual Value Guarantee Vehicle sales revenue is generated from the sale of electric vehicles to customers. There are two performance obligations identified in vehicle sale arrangements. These are the vehicle including an onboard advanced driver assistance system (“ADAS”), and the right to unspecified OTA software updates to be provided as and when available over the term of the basic vehicle warranty, which is generally four years . Shipping and handling provided by the Company is considered a fulfillment activity. 107 Payment is typically received at the time of delivery or shortly after delivery of the vehicle to the customer, except for vehicle sales under the EV Purchase Agreement. Generally, control transfers to the customer at the time of delivery when the customer takes physical possession of the vehicle, which may be at a Lucid studio or other destination chosen by the customer. The Company’s vehicle contracts do not contain a significant financing component. The Company has elected to exclude sales taxes from the measurement of the transaction price. The Company estimates the standalone selling price of all performance obligations by considering costs used to develop and deliver the good or service, third-party pricing of similar goods or services and other information that may be available. The transaction price is allocated among the performance obligations in proportion to the standalone selling price of the Company’s performance obligations. The Company recognizes revenue related to the vehicle when the customer obtains control of the vehicle which occurs at a point in time either upon completion of delivery to the agreed upon delivery location or upon pick up of the vehicle by the customer. As the unspecified OTA software updates are provided when-and-if they become available, revenue related to OTA software updates is recognized ratably over the basic vehicle warranty term, commencing when control of the vehicle is transferred to the customer. At the time of revenue recognition, the Company reduces the transaction price and records a sales return reserve against revenue for estimated variable consideration related to future product returns. Return rate estimates are based on historical experience and the sales return reserve balance was not material as of December 31, 2024 and 2023. The Company provides a manufacturer’s warranty on all vehicles sold. The warranty covers the rectification of reported defects via repair, replacement, or adjustment of faulty parts or components. The warranty does not cover any item where failure is due to normal wear and tear. This assurance-type warranty does not create a performance obligation separate from the vehicle. The estimated cost of the assurance-type warranty is accrued at the time of vehicle sale. Vehicle Sales with Residual Value Guarantee The Company provides an RVG to its commercial banking partners in connection with its vehicle leasing program. Vehicle sales with RVG totaled $ 442.7 million, $ 190.9 million, and $ 31.1 million during the years ended December 31, 2024, 2023, and 2022, respectively. Under the vehicle leasing program, the Company generally receives payment for the vehicle sales price at the time of delivery or shortly after the delivery, does not bear casualty and credit risks during the lease term, and is contractually obligated (or entitled) to share a portion of the shortfall (or excess) between the resale value realized by the commercial banking partners and a predetermined resale value. At the lease inception, the Company is required to deposit cash collateral equal to a contractual percentage of the residual value of the leased vehicles with the commercial banking partners. The cash collateral is held in a restricted bank account owned by the commercial banking partner until it is used, as applicable, in settlement of the RVG at the end of the lease term. Cash collateral is recorded in other current assets and other noncurrent assets on consolidated balance sheets, subject to an asset impairment review at each reporting period. The Company accounts for the vehicle leasing program in accordance with ASC 842, Leases, ASC 460, Guarantees and ASC 606, Revenue from Contracts with Customers . The Company is the lessor at inception of a lease and immediately transfers the lease as well as the underlying vehicle to its commercial banking partners, with the transaction being accounted for as a sale under ASC 606. The Company recognizes revenue when control transfers upon delivery when the consumer-lessee takes physical possession of the vehicle, and bifurcates the RVG at fair value and accounts for it as a guarantee liability. The remaining amount of the transaction price is allocated among the performance obligations, including the vehicle, the right to unspecified OTA software updates and remarketing activities, in proportion to the standalone selling price of the Company’s performance obligations. Any fees or incentives that are paid or payable by the Company to commercial banking partners are recognized as a reduction to vehicle sales revenue. The guarantee liability represents the estimated amount the Company expects to pay at the end of the lease term. The Company is released from residual risk upon either expiration or settlement of the RVG. The Company evaluates variables such as third-party residual value publications, risk of future price deterioration due to changes in market conditions and reconditioning costs to determine the estimated RVG liability. As of December 31, 2024, the Company recorded $ 58.0 million of RVG liabilities. The RVG liabilities were not material as of December 31, 2023. As the Company accumulates more data related to the resale value of our vehicles or as market conditions change, there could be material changes to the estimated guarantee liabilities. The maximum potential amount of future payments (in excess of RVG liabilities recorded) that the Company could be required to make was $ 401.1 million and $ 101.1 million as of December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the Company recorded $ 53.3 million and $ 28.7 million of total deferred revenue from all vehicle sales primarily related to OTA and remarketing activities for vehicle sales, respectively. The Company recorded $ 18.5 million and $ 7.7 million of the total deferred revenue within other current liabilities and the remaining $ 34.8 million and $ 21.0 million within other long-term liabilities in the consolidated balance sheets as of December 31, 2024 and 2023, respectively. Revenue recognized during the years ended December 31, 2024, 2023, and 2022 from the prior period deferred revenue balances was not material. 108 Vehicle Operating Lease Revenue The Company accounts for sales of vehicles with repurchase obligations as operating leases. The Company sells vehicles primarily to rental companies with an obligation to repurchase the vehicles at an agreed upon repurchase price. The Company records the difference between the proceeds received and the agreed upon repurchase price as vehicle leasing revenue on a straight-line basis over the term of the lease. Deferred leasing revenue and repurchase obligation were recorded in other current liabilities and other long-term liabilities in the consolidated balance sheets, and were not material as of December 31, 2024 and 2023. The operating lease revenue was not material for the years ended December 31, 2024, 2023, and 2022. Other Other consists of revenue from non-warranty after-sales vehicle services and parts, sales of battery pack systems, powertrain kits, retail merchandise, and regulatory credits. Battery pack system and powertrain kits revenue consists of the sales of battery pack systems or powertrain kits, supplies and related services for vehicles. The Company generates regulatory credits revenue from the sale of tradable credits the Company earns under various regulations. This include credits related to zero emission vehicles and greenhouse gas, and the Corporate Average Fuel Economy (“CAFE”) credits. The sale of battery pack systems, powertrain kits along with related supplies, and regulatory credits is a single performance obligation recognized at the point in time when control is transferred to the customer. Shipping and handling provided by the Company is considered a fulfillment activity. While customers generally have the right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies may include either a cash refund or an exchange of the returned product. Payment for the products sold are received upon invoice or in accordance with payment terms customary to the business. The Company’s battery pack system or powertrain kits contracts do not contain a significant financing component. The Company has elected to exclude sales taxes from the measurement of the transaction price. Control transfers to the customer when the product or regulatory credit is delivered or transferred to the customer as the customer can then direct the use of the product or regulatory credit and obtain substantially all of the remaining benefits from the asset at that point in time. Cost of Revenue Vehicle Sales Cost of vehicle sales includes direct parts, materials, shipping and handling costs, allocable overhead costs such as depreciation of manufacturing related equipment and facilities, information technology costs, personnel costs, including wages and stock-based compensation, estimated warranty costs, charges to reduce inventories to their net realizable value, charges for any excess or obsolete inventories, and losses from firm purchase commitments. Manufacturing credits earned are recorded as a reduction to cost of vehicle sales. Vehicle Operating Lease Depreciation of operating lease vehicles are classified as cost of vehicle operating lease revenue. Other Cost of other revenue includes direct parts, material and labor costs, manufacturing overhead, including depreciation of tooling costs, shipping and logistic costs. Cost of other revenue also includes costs associated with providing non-warranty after-sales services, and costs for retail merchandise. Warranties The Company provides a manufacturer’s warranty on all vehicles it sells and accrues a warranty reserve for warranty coverage, as applicable. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency, and costs of future claims. The Company accrues a warranty reserve for all products sold which includes the Company’s best estimates of the projected costs related to recalls identified and special campaigns to repair or replace items under warranties. The Company reviews the adequacy of warranty reserve on a regular basis. Changes to the Company’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. The portion of the warranty reserve for costs expected to be incurred within the next 12 months is included within other current liabilities, while the remaining balance is included within other long-term liabilities in the consolidated balance sheets. The warranty expense is recorded as a component of cost of revenue in the consolidated statements of operations and comprehensive loss. The Company recognizes recovery from suppliers as an offset to the warranty expenses in the consolidated statements of operations and comprehensive loss and in other current assets in the consolidated balance sheet when the recovery amounts are contractually agreed with the suppliers. During the year ended December 31, 2024, the Company recorded supplier recovery of $ 50 million. 109 Income Taxes The Company utilizes the liability method to account for income taxes, under which deferred tax assets and liabilities arise from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid, or refunds received, as provided for under currently enacted tax law. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position , and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in provision for income taxes in the consolidated statements of operations and comprehensive loss. Accrued interest and penalties are included within other long-term liabilities in the consolidated balance sheets. Stock-Based Compensation The Company issues stock-based compensation awards to employees, officers, directors, and non-employees in the form of stock options, restricted stock units (“RSUs”) and employee stock purchase plan (the “ESPP”). The Company measures and recognizes compensation expense for stock-based awards based on the awards’ fair value on the date of grant. The Company accounts for forfeitures of stock-based awards when they occur. The fair value of RSUs that vest based on service and/or performance conditions is measured using the fair value of the Company’s common stock on the date of the grant. The fair value of RSUs that vest based on service and market conditions is measured using a Monte Carlo simulation model on the date of grant. The fair value of stock options that vest based on service condition is measured using the Black-Scholes option pricing model on the date of grant. The Monte Carlo simulation model and the Black-Scholes option pricing model require the input of assumptions, including the fair value of the Company’s common stock, the expected term of the award, the expected volatility of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair value of awards that vest based on only continuous service is recognized on a straight-line basis over the requisite service period. The fair value of awards that vest based on performance or market conditions is recognized over the requisite service period using the graded vesting attribution method. Stock-based compensation expense is only recognized for awards with performance conditions once the performance condition becomes probable of being achieved. The performance-based RSUs will vest based on the actual achievement of corporate performance goals and/or individual performance. The RSUs with market conditions will vest only if the Company achieves certain market capitalization targets. Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to net unrealized gains or losses on investments in available-for sale securities and foreign currency translation adjustments that are recorded as an element of stockholders’ equity and are excluded from the determination of net loss. Research and Development Research and development expenses primarily consist of materials, supplies, personnel-related expenses, contractor fees, engineering design and testing expenses, and allocated facilities cost. Substantially all of the Company’s research and development expenses are related to developing new products, related technologies, and services and improving existing products and services. Research and development expenses have been expensed as incurred and included in the consolidated statements of operations and comprehensive loss. 110 Selling, General, and Administrative Selling, general and administrative expenses primarily consist of personnel-related expenses for employees involved in general corporate, selling and marketing functions, including executive management and administration, legal, human resources, allocated facilities and real estate, accounting, finance, tax, and information technology. Advertising Advertising costs are expensed as incurred and are included in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss. Advertising costs were $ 49.8 million and $ 35.3 million for the years ended December 31, 2024 and 2023, respectively. These costs were not material for the year ended December 31, 2022. Restructuring The Company’s restructuring charges primarily consist of severance payments, employee benefits, employee transition and stock-based compensation expenses associated with the management-approved restructuring plan. One-time employee termination benefits are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized over the future service period. Ongoing employee termination benefits are recognized when payments are probable and amounts are reasonably estimable. Other costs are recognized as incurred. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. Redeemable Convertible Preferred Stock Accounting for the redeemable convertible preferred stock requires an evaluation to determine if liability classification is required under ASC 480-10. Liability classification is required for freestanding financial instruments that are (1) subject to an unconditional obligation requiring the issuer to redeem the instrument by transferring assets, such as those that are mandatorily redeemable, (2) instruments other than equity shares that embody an obligation of the issuer to repurchase its equity shares, or (3) certain types of instruments that obligate the issuer to issue a variable number of equity shares. Securities that do not meet the scoping criteria to be classified as a liability under ASC 480 are subject to redeemable equity guidance, which prescribes securities that may be subject to redemption upon an event not solely within the Company’s control to be classified as temporary equity. Securities classified in temporary equity are initially measured at the proceeds received, net of issuance costs and excluding the fair value of bifurcated embedded derivatives, if any. Subsequent measurement of the carrying value of the redeemable convertible preferred stock is required as the instrument is probable of becoming redeemable. The Company accretes the redeemable convertible preferred stock to its redemption value. In certain circumstances, the redemption price may vary based on changes in stock price, in which case the Company recognizes changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the then current maximum redemption value at the end of each reporting period. Derivative Liabilities The Company evaluates all of its financial instruments, including convertible notes and redeemable convertible preferred stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company applies significant judgment to identify and evaluate complex terms and conditions in these contracts and agreements to determine whether embedded derivatives exist. Embedded derivatives must be separately measured from the host contracts if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss at each reporting period end. Bifurcated embedded derivatives are classified as a separate liability in the consolidated balance sheet. The Company’s derivative liabilities are related to the conversion features embedded in the Redeemable Convertible Preferred Stock. See Note 8 “Redeemable Convertible Preferred Stock” for more information. 111 Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities as they are cumulative and participate in common stock dividends on an as-converted basis. The net loss attributable to common stockholders will reflect the remeasurements of the host contracts for the cumulative dividend and mezzanine equity accretions. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the preferred stockholders do not have a contractual obligation to share in the Company’s losses. Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common share equivalents to the extent they are dilutive. Potentially dilutive shares of Private Placement Warrants under treasury stock method are included in the computation of diluted net loss per share when their effect is dilutive. For purposes of this calculation, Private Placement Warrants, stock options outstanding, RSUs outstanding, potential shares issued under ESPP, if-converted common shares from convertible note, if-converted common shares from Series A redeemable convertible preferred stock and if-converted common shares from Series B redeemable convertible preferred stock are considered to be common stock equivalents. Common Stock Warrants The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Liability-classified common stock warrants are subject to remeasurement to fair value as of any respective exercise date and as of each subsequent balance sheet date with changes in fair value recorded in the Company’s statement of operations and comprehensive loss. The Company’s privately placed common stock warrants (the “Private Placement Warrants”) are liability-classified instruments because they are not deemed indexed to the Company’s own common stock. Government Grants The Company recognizes government grants once there is reasonable assurance to receive the grants and meet all the conditions specified in the grants. Grants related to income are recorded as deductions to the related expenses for which the grants are intended to compensate. Grants related to fixed assets are recorded as a deduction in calculating the carrying amount of the related assets and are recognized in profit or loss over the life of a depreciable asset through reduced depreciation expense. Grants received in advance of the acquisition or construction of assets are recorded initially in deferred liability and then as a deduction in calculating the carrying amount of the related fixed assets upon acquisition or construction of the assets. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental segment information disclosure on an annual and interim basis. This amendment includes disclosure of significant segment expenses which are regularly provided to the CODM and included within each reported measure of segment profit or loss; other segment items by reportable segment and a description of its composition; reportable segment’s profit or loss and assets; additional measures of segment profit or loss if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and the title and position of the entity’s CODM and how the CODM uses the reported measures of segment profit or loss in assessing segment performance and determining resource allocation. The Company with a single reportable segment is required to provide all the disclosures from this amendment. The guidance is effective for fiscal years beginning with the Company’s annual financial statements as of and for the year ended December 31, 2024, and applies to its financial statements for interim periods thereafter. Early adoption is permitted, and should be applied retrospectively. The Company adopted ASU 2023-07 for the fiscal year ended December 31, 2024. See Note 17 “Segment Reporting” for the required disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires incremental annual income tax disclosures. This amendment includes disclosures of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions that meet a quantitative threshold; income (or loss) from continuing operations before income tax expenses (or benefit) disaggregated between domestic and foreign; and income tax expense (or benefit) from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively (with retrospective application permitted). The Company is evaluating the impact of this amendment and does not expect a material impact to the related financial statement disclosures. 112 In March 2024, the SEC issued its final rule that requires certain climate-related disclosures in annual reports, including governance, oversight, and risk management processes on material climate-related risks; material impact of climate risks on the Company’s strategy, business model, and outlook; material climate targets and goals; and material financial statements impacts due to severe weather events and other natural conditions. This SEC rule provides phased effective dates, starting with fiscal years beginning on or after January 1, 2025. The SEC rule is currently stayed pending the outcome of litigation, and the Company is evaluating the impact of this rule on its annual reports. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specified information about certain costs and expenses (such as purchases of inventory, employee compensation, depreciation, and amortization) within the relevant expense captions presented on the face of the statements of operations and comprehensive loss. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and should be applied either prospectively or retrospectively. The Company is evaluating the impact of this amendment to the related financial statement disclosures. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements or notes thereto. NOTE 3 - RESTRUCTURING On May 24, 2024, the Company announced a restructuring plan (the “2024 Restructuring Plan”) intended to optimize operating expenses in response to evolving business needs and productivity improvement through a reduction in workforce. The Company substantially completed the 2024 Restructuring Plan in 2024. During the year ended December 31, 2024, the Company recorded restructuring charges of $ 20.3 million related to the 2024 Restructuring Plan within restructuring charges in the consolidated statements of operations and comprehensive loss. The restructuring charges were primarily related to severance payments, employee benefits, employee transition and stock-based compensation, net of a reversal of previously recognized stock-based compensation expense. On March 28, 2023, the Company announced a restructuring plan (the “2023 Restructuring Plan”) intended to reduce operating expenses in response to evolving business needs and productivity improvement through a reduction in workforce. The Company completed the 2023 Restructuring Plan during the first quarter of 2024. During the year ended December 31, 2023, the Company recorded restructuring charges of $ 24.5 million. The restructuring charges were primarily related to severance payments, employee benefits, employee transition and stock-based compensation, net of a reversal of previously recognized stock-based compensation expense. A summary of restructuring liabilities associated with the restructuring plans was as follows (in thousands): Year Ended December 31, 2024 2023 Restructuring liabilities - beginning of period $ 54 $ — Restructuring charges excluding non-cash items (1)(2) 21,784 25,989 Cash payments ( 21,571 ) ( 25,935 ) Restructuring liabilities - end of period $ 267 $ 54 (1) Excluded non-cash items of $ 1.5 million for the year ended December 31, 2024 related to the 2024 Restructuring Plan, which was net of accelerated stock-based compensation expense of $ 3.2 million and a reversal of $ 4.7 million related to previously recognized stock-based compensation expenses for unvested restricted stock awards. (2) Excluded non-cash items of $ 1.4 million for the year ended December 31, 2023 related to the 2023 Restructuring Plan, which was net of accelerated stock-based compensation expense of $ 3.4 million and a reversal of $ 4.8 million related to previously recognized stock-based compensation expenses for unvested restricted stock awards. As of December 31, 2024 and 2023, restructuring liabilities associated with the restructuring plans included within other current liabilities in the consolidated balance sheet were immaterial. 113 NOTE 4 – BALANCE SHEETS COMPONENTS Inventory Inventory as of December 31, 2024 and 2023 was as follows (in thousands): December 31, 2024 December 31, 2023 Raw materials $ 160,532 $ 210,283 Work in progress 36,628 53,227 Finished goods 210,614 432,726 Total Inventory $ 407,774 $ 696,236 Inventory as of December 31, 2024 and 2023 was comprised of raw materials, work in progress related to the production of vehicles for sale and SKD units for final assembly in Saudi Arabia, and finished goods inventory including new vehicles available for sale, vehicles in transit to fulfill customer orders, and internally used vehicles which the Company intends to sell. During the years ended December 31, 2024, 2023, and 2022, the Company recorded write-downs of $ 617.4 million, $ 926.9 million, and $ 569.5 million, respectively, to reduce its inventories to its net realizable values and for any excess or obsolete inventories, as well as losses from firm purchase commitments (“LCNRV”). Property, plant and equipment, net Property, plant and equipment, net as of December 31, 2024 and 2023 was as follows (in thousands): December 31, 2024 December 31, 2023 Land and land improvements $ 70,967 $ 69,718 Building and improvements (1) 1,075,349 576,097 Machinery, tooling and vehicles (2)(3) 1,720,517 1,045,485 Computer equipment and software 105,012 74,336 Leasehold improvements 268,091 221,619 Furniture and fixtures 51,238 45,315 Finance leases 86,852 94,285 Construction in progress 672,534 1,185,413 Total Property, plant and equipment 4,050,560 3,312,268 Less accumulated depreciation and amortization ( 787,948 ) ( 501,401 ) Property, plant and equipment, net $ 3,262,612 $ 2,810,867 (1) As of December 31, 2024 and 2023 , $ 127.5 million and $ 120.2 million of capital expenditure support received from Ministry of Investment of Saudi Arabia (“MISA”) was primarily recorded as a deduction to the AMP-2 building balance, respectively. See Note 2 “Summary of Significant Accounting Policies” and Note 16 “Related Party Transactions” for more information. (2) Included $ 39.5 million and $ 32.5 million of service loaner vehicles as of December 31, 2024 and 2023, respectively. (3) Included $ 34.7 million and $ 9.1 million of operating lease vehicles sold to rental companies as of December 31, 2024 and 2023, respectively. 114 Construction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities, including tooling with outside vendors. Costs classified as construction in progress include all costs of obtaining the asset, installation of the asset, and bringing it to the location and the condition necessary for its intended use. No depreciation is provided for construction in progress until such time as the asset is completed and is ready for its intended use. Construction in progress consisted of the following (in thousands): December 31, 2024 December 31, 2023 Machinery and tooling $ 561,858 $ 728,751 Construction of AMP-1 and AMP-2 (1) 78,254 430,878 Leasehold improvements and other 32,422 25,784 Total construction in progress $ 672,534 $ 1,185,413 (1) As of December 31, 2024 and 2023, $ 67.3 million and $ 12.1 million of capital expenditure support received from MISA was recorded primarily as a deduction to the AMP-2 facility construction in progress balance, respectively. See Note 2 “Summary of Significant Accounting Policies” and Note 16 “Related Party Transactions” for more information. Depreciation and amortization expense was $ 295.3 million, $ 233.5 million and $ 186.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. The amount of interest capitalized on construction in progress related to significant capital asset construction was not material for the years ended December 31, 2024, 2023, and 2022, respectively. Other current liabilities Other current liabilities as of December 31, 2024 and 2023 were as follows (in thousands): December 31, 2024 December 31, 2023 Engineering, design, and testing accrual $ 53,666 $ 42,176 Construction in progress 39,043 156,414 Accrued compensation 201,880 92,494 Accrued purchases (1) 31,318 44,957 Retail leasehold improvements accrual 3,589 6,005 Third-party services accrual 26,353 41,478 Tooling liability 110,249 49,925 Short-term borrowings 126,417 72,533 Operating lease liabilities, current portion 35,596 28,431 Reserve for loss on firm inventory purchase commitments 119,672 143,566 Accrued warranty 36,752 22,677 Deferred revenue (2) 18,473 7,714 Other current liabilities 221,663 183,114 Total other current liabilities $ 1,024,671 $ 891,484 (1) Primarily represent accruals for inventory related purchases and transportation charges that had not been invoiced. (2) Represent deferred revenue from vehicle sales primarily related to OTA and remarketing activities . Other long-term liabilities Other long-term liabilities as of December 31, 2024 and 2023 were as follows (in thousands): December 31, 2024 December 31, 2023 Operating lease liabilities, net of current portion $ 229,835 $ 244,122 Other long-term liabilities (1)(2) 342,965 280,217 Total other long-term liabilities $ 572,800 $ 524,339 (1) As of December 31, 2023, $ 62.5 million of capital expenditure support received from MISA was recorded as deferred liability within other long-term liabilities in the consolidated balance sheet. See Note 2 “Summary of Significant Accounting Policies” and Note 16 “Related Party Transactions” for more information. (2) As of December 31, 2024 and 2023, $ 112.7 million and $ 107.8 million of deferred revenue was recorded within other long-term liabilities in the consolidated balance sheets, respectively, in connection with the strategic technology and supply arrangement, and integration and supply arrangements with Aston Martin Lagonda Global Holdings plc (together with its subsidiaries, “Aston Martin”). See Note 16 “Related Party Transactions” for more information. 115 Accrued warranty Accrued warranty activities consisted of the following (in thousands): Year Ended December 31, 2024 2023 Accrued warranty - beginning of period $ 46,076 $ 22,949 Warranty costs incurred ( 53,941 ) ( 50,923 ) Provision for warranty (1) 120,343 74,050 Accrued warranty - end of period (2) $ 112,478 $ 46,076 (1) Provision for warranty for the years ended December 31, 2024 and 2023 included estimated costs related to the recalls identified and/or special campaigns to repair or replace items under warranties. During the year ended December 31, 2024, the Company recorded $ 46.1 million provision associated with a special warranty campaign. (2) Accrued warranty balance of $ 36.8 million and $ 22.7 million was recorded within other current liabilities, and $ 75.7 million and $ 23.4 million was recorded within other long-term liabilities, in the consolidated balance sheets as of December 31, 2024 and 2023, respectively. NOTE 5 - FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures certain financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 —Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 —Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement. Cash, cash equivalents and investments are reported at their respective fair values on the Company’s consolidated balance sheets. The Company’s short-term and long-term investments are classified as available-for-sale securities. Carrying amounts of accounts receivable, accounts payable, and other current liabilities approximate their estimated fair values. 116 The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of December 31, 2024 and 2023 (in thousands): December 31, 2024 Reported As: Amortized cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents Short-Term Investments Long-Term Investments Cash $ 610,201 $ — $ — $ 610,201 $ 610,201 $ — $ — Level 1: Money market funds 677,712 — — 677,712 677,712 — — U.S. Treasury securities 2,310,538 2,820 ( 531 ) 2,312,827 173,341 1,605,369 534,117 Subtotal 2,988,250 2,820 ( 531 ) 2,990,539 851,053 1,605,369 534,117 Level 2: Certificates of deposit 3,998 1 — 3,999 — 3,999 — Time deposits (1) 515,000 — — 515,000 60,000 435,000 20,000 Commercial paper 141,525 25 ( 4 ) 141,546 75,442 66,104 — Corporate debt securities 781,178 1,281 ( 553 ) 781,906 10,169 313,631 458,106 Subtotal 1,441,701 1,307 ( 557 ) 1,442,451 145,611 818,734 478,106 Total $ 5,040,152 $ 4,127 $ ( 1,088 ) $ 5,043,191 $ 1,606,865 $ 2,424,103 $ 1,012,223 (1) Included $ 35.0 million of time deposit with GIB in short-term investments and long-term investments. GIB is a related party of the PIF, which is an affiliate of Ayar. See Note 16 “Related Party Transactions” for more information. December 31, 2023 Reported As: Amortized cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents Short-Term Investments Long-Term Investments Cash $ 516,673 $ — $ — $ 516,673 $ 516,673 $ — $ — Level 1: Money market funds 698,702 — — 698,702 698,702 — — U.S. Treasury securities 2,033,711 2,480 ( 2,073 ) 2,034,118 104,572 1,638,537 291,009 Subtotal 2,732,413 2,480 ( 2,073 ) 2,732,820 803,274 1,638,537 291,009 Level 2: Certificates of deposit 105,993 97 ( 22 ) 106,068 — 106,068 — Time deposits 50,000 — — 50,000 50,000 — — Commercial paper 299,248 191 ( 8 ) 299,431 — 299,431 — Corporate debt securities 615,350 1,101 ( 669 ) 615,782 — 445,762 170,020 Subtotal 1,070,591 1,389 ( 699 ) 1,071,281 50,000 851,261 170,020 Total $ 4,319,677 $ 3,869 $ ( 2,772 ) $ 4,320,774 $ 1,369,947 $ 2,489,798 $ 461,029 During the years ended December 31, 2024, 2023, and 2022, there were immaterial gross realized gains or losses on the sale of available-for-sale securities. Accrued interest receivable excluded from both the fair value and amortized cost basis of the available-for-sale securities was $ 19.6 million and $ 11.1 million as of December 31, 2024 and 2023, respectively, and was recorded in other current assets on its consolidated balance sheets. As of December 31, 2024 and 2023, no allowance for credit losses was recorded related to an impairment of available-for-sale securities. The following table summarizes our available-for-sale securities by contractual maturity: 117 December 31, 2024 Amortized cost Estimated Fair Value Within one year $ 2,422,138 $ 2,424,103 After one year through three years 1,011,184 1,012,223 Total $ 3,433,322 $ 3,436,326 On November 6, 2023, the Company received 28,352,273 ordinary shares of Aston Martin with an initial fair value of $ 73.2 million. The Company remeasured the shares and recorded fair values of $ 37.8 million and $ 81.5 million within investments in equity securities of a related party in the consolidated balance sheets as of December 31, 2024 and 2023, respectively. These equity securities are publicly traded stocks (where shares are denominated in GBP) measured at fair value on a recurring basis and classified within level 1 in the fair value hierarchy. During the years ended December 31, 2024 and 2023, the Company recognized an unrealized loss of $ 43.1 million and an unrealized gain of $ 6.0 million, respectively, in change of fair value of equity securities of a related party in the consolidated statement of operations and comprehensive loss. During the years ended December 31, 2024 and 2023, the Company also recognized $ 0.6 million of unrealized foreign currency loss and $ 2.3 million of unrealized foreign currency gain related to these equity securities, respectively, in other income (expense), net in the consolidated statement of operations and comprehensive loss. See Note 16 “Related Party Transactions” for more information. Level 3 liabilities consist of the common stock warrant liability and the derivative liabilities associated with the Redeemable Convertible Preferred Stock, of which the fair values were measured upon issuance of the Private Placement Warrants and the Redeemable Convertible Preferred Stock and are remeasured at each reporting period. The valuation methodology and underlying assumptions are discussed further in Note 7 “Common Stock Warrant Liability” and Note 8 “Redeemable Convertible Preferred Stock”, respectively. Level 3 liabilities also consist of residual value guarantee liabilities, of which the fair value is measured initially upon delivery of vehicles and assessed subsequently for any changes on a quarterly basis. Significant changes in the unobservable inputs used in determining the fair value would result in significant changes to the fair value measurement. The following table presents a reconciliation of the common stock warrant liability measured and recorded at fair value on a recurring basis (in thousands): Year Ended December 31, 2024 2023 Fair value-beginning of period $ 53,664 $ 140,590 Change in fair value ( 34,150 ) ( 86,926 ) Fair value-end of period $ 19,514 $ 53,664 The following table presents a reconciliation of the derivative liabilities associated with the Redeemable Convertible Preferred Stock measured and recorded at fair value on a recurring basis (in thousands): Year Ended December 31, 2024 Series A Derivative Liability Series B Derivative Liability Fair value-beginning of period $ — $ — Issuance 497,100 297,675 Change in fair value ( 88,300 ) ( 67,050 ) Fair value-end of period $ 408,800 $ 230,625 NOTE 6 – DEBT 2026 Notes In December 2021, the Company issued an aggregate of $ 2,012.5 million principal amount of 1.25 % convertible senior notes due in December 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, at an issuance price equal to 99.5 % of the principal amount of 2026 Notes. The Company has designated the 2026 Notes as green bonds, whose proceeds will be allocated in accordance with the Company’s green bond framework. The 2026 Notes were issued pursuant to and are governed by an indenture dated December 14, 2021, between the Company and U.S. Bank National Association as the trustee. The proceeds from the issuance of the 2026 Notes were $ 1,986.6 million, net of the issuance discount and debt issuance costs. 118 The 2026 Notes are unsecured obligations which bear regular interest at 1.25 % per annum and are payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The 2026 Notes will mature on December 15, 2026, unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2026 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at the Company’s election, at an initial conversion rate of 18.2548 shares of Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $ 54.78 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain dilutive events. The Company may redeem for cash all or any portion of the 2026 Notes, at the Company’s option, on or after December 20, 2024 if the last reported sale price of our Class A common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100 % of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest up to the day before the redemption date. The holders may require the Company to repurchase the 2026 Notes upon the occurrence of certain fundamental change transactions at a redemption price equal to 100 % of the principal amount of the 2026 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date. Holders of the 2026 Notes may convert all or a portion of their 2026 Notes at their option prior to September 15, 2026, in multiples of $1,000 principal amounts, only under the following circumstances: • during any calendar quarter commencing after the quarter ended on March 31, 2022 (and only during such calendar quarter), if the Company’s common stock price exceeds 130 % of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of specified corporate events; or • if the Company calls any or all 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption. On or after September 15, 2026, the 2026 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2026 Notes who convert the 2026 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2026 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate. The Company accounted for the issuance of the 2026 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The following table is a summary of the 2026 Notes as of December 31, 2024 and 2023 (in millions): December 31, 2024 December 31, 2023 Principal Amount $ 2,012.5 $ 2,012.5 Unamortized Debt Discounts and Issuance Costs ( 10.3 ) ( 15.5 ) Net Carrying Amount $ 2,002.2 $ 1,997.0 Fair Value (Level 2) $ 1,579.8 $ 1,061.6 The effective interest rate for the 2026 Notes is 1.5 %. The components of interest expense related to the 2026 Notes were as follows (in millions): Year Ended December 31, 2024 2023 2022 Contractual interest $ 25.2 $ 25.2 $ 25.2 Amortization of debt discounts and debt issuance costs 5.2 5.2 5.0 Interest expense $ 30.4 $ 30.4 $ 30.2 The 2026 Notes were not eligible for conversion as of December 31, 2024 and 2023. No sinking fund is provided for the 2026 Notes, which means that the Company is not required to redeem or retire them periodically. As of December 31, 2024 and 2023, the Company was in compliance with applicable covenants under the indenture governing the 2026 Notes. 119 SIDF Loan Agreement On February 27, 2022, Lucid LLC entered into a loan agreement (as subsequently amended, the “SIDF Loan Agreement”) with SIDF, a related party of the PIF, which is an affiliate of Ayar. Under the SIDF Loan Agreement, SIDF has committed to provide loans (the “SIDF Loans”) to Lucid LLC in an aggregate principal amount of up to SAR 5.19 billion (approximately $ 1.4 billion); provided that SIDF may reduce the availability of SIDF Loans under the facility in certain circumstances. SIDF Loans will be subject to repayment in semi-annual installments in amounts ranging from SAR 25 million (approximately $ 6.7 million) to SAR 350 million (approximately $ 93.1 million), commencing on April 3, 2026 and ending on November 12, 2038. SIDF Loans are financing and will be used to finance certain costs in connection with the development and construction of AMP-2. Lucid LLC may repay SIDF Loans earlier than the maturity date without penalty. Obligations under the SIDF Loan Agreement do not extend to the Company or any of its other subsidiaries. SIDF Loans will not bear interest. Instead, Lucid LLC will be required to pay SIDF service fees, consisting of follow-up and technical evaluation fees, ranging, in aggregate, from SAR 415 million (approximately $ 110.4 million) to SAR 1.77 billion (approximately $ 471.1 million), over the term of the SIDF Loans. SIDF Loans will be secured by security interests in the equipment, machines and assets funded thereby. The SIDF Loan Agreement contains certain restrictive financial covenants and imposes annual caps on Lucid LLC’s payment of dividends, distributions of paid-in capital, or certain capital expenditures. The SIDF Loan Agreement also defines customary events of default, including abandonment of or failure to commence operations at the plant in the King Abdullah Economic City (“KAEC”), and drawdowns under the SIDF Loan Agreement are subject to certain conditions precedent. As of December 31, 2024 and 2023 , no amount was outstanding under the SIDF Loan Agreement. GIB Facility Agreement On April 29, 2022, Lucid LLC entered into the GIB Facility Agreement with GIB, maturing on February 28, 2025. GIB is a related party of the PIF, which is an affiliate of Ayar. The GIB Facility Agreement provided for two committed revolving credit facilities in an aggregate principal amount of SAR 1.0 billion (approximately $ 266.1 million). SAR 650 million (approximately $ 173.0 million) under the GIB Facility Agreement was available as the Bridge Facility for the financing of Lucid LLC’s capital expenditures in connection with AMP-2. The remaining SAR 350 million (approximately $ 93.1 million) was available as the Working Capital Facility and may be used for general corporate purposes. Loans under the Bridge Facility and the Working Capital Facility had a maturity of no more than 12 months. The Bridge Facility incurred interest at a rate of 1.25 % per annum over 3-month SAIBOR and the Working Capital Facility incurred interest at a rate of 1.70 % per annum over 1~3-month SAIBOR and associated fees. On March 12, 2023, Lucid LLC entered into the 2023 Amended GIB Facility Agreement to combine the Bridge Facility and the Working Capital Facility into a committed SAR 1.0 billion (approximately $ 266.1 million) 2023 GIB Credit Facility which may be used for general corporate purposes. Loans under the 2023 Amended GIB Credit Facility Agreement have a maturity of no more than 12 months and bear interest at a rate of 1.40 % per annum over SAIBOR (based on the term of borrowing) and associated fees. The Company is required to pay a quarterly commitment fee of 0.15 % per annum based on the unutilized portion of the 2023 GIB Credit Facility. Commitments under the 2023 Amended GIB Facility Agreement will terminate, and all amounts then outstanding thereunder would become payable, on the maturity date of the 2023 Amended GIB Facility Agreement. The commitment fees for the years ended December 31, 2024, 2023, and 2022 were immaterial . The 2023 Amended GIB Facility Agreement contains certain conditions precedent to drawdowns, representations and warranties and covenants of Lucid LLC and events of default. As of December 31, 2024 and 2023, the Company had outstanding borrowings of SAR 475 million (approximately $ 126.4 million) and SAR 272 million (approximately $ 72.5 million), respectively. The weighted average interest rate on the outstanding borrowings was 7.04 % and 7.49 % as of December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, availability under the 2023 GIB Credit Facility was SAR 523 million (approximately $ 139.2 million) and SAR 727 million (approximately $ 193.9 million), respectively, after giving effect to the outstanding letters of credit. The outstanding borrowings were recorded within other current liabilities in the consolidated balance sheets. The Company recorded interest expense of SAR 18 million (approximately $ 4.9 million) and SAR 8 million (approximately $ 2.2 million) for the years ended December 31, 2024 and 2023, respectively. The interest expense recorded for the year ended December 31, 2022 was immaterial . As of December 31, 2024 and 2023, the Company was in compliance with applicable covenants under the 2023 Amended GIB Facility Agreement. 120 ABL Credit Facility In June 2022, the Company entered into the ABL Credit Facility with a syndicate of banks that may be used for working capital and general corporate purposes. The ABL Credit Facility provides for an initial aggregate principal commitment amount of up to $ 1.0 billion (including a $ 350.0 million letter of credit subfacility and a $ 100.0 million swingline loan subfacility) and has a stated maturity date of June 9, 2027. Borrowings under the ABL Credit Facility bear interest at the applicable interest rates specified in the credit agreement governing the ABL Credit Facility. In June 2024, the Company amended the ABL Credit Facility to update the Canadian reference rate. Availability under the ABL Credit Facility is subject to the value of eligible assets in the borrowing base and is reduced by outstanding loan borrowings and issuances of letters of credit which bear customary letter of credit fees. Subject to certain terms and conditions, the Company may request one or more increases in the amount of credit commitments under the ABL Credit Facility in an aggregate amount up to the sum of $ 500.0 million plus certain other amounts. The Company is required to pay a quarterly commitment fee of 0.25 % per annum based on the unutilized portion of the ABL Credit Facility. The ABL Credit Facility contains customary covenants that limit the ability of the Company and its restricted subsidiaries to, among other activities, pay dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, dispose of certain assets, consummate acquisitions or other investments, prepay certain debt, engage in transactions with affiliates, engage in sale and leaseback transactions or consummate mergers and other fundamental changes. The ABL Credit Facility also includes a minimum liquidity covenant which, at the Company’s option following satisfaction of certain pre-conditions, may be replaced with a springing, minimum fixed charge coverage ratio financial covenant, in each case on terms set forth in the credit agreement governing the ABL Credit Facility. As of December 31, 2024 and 2023, the Company was in compliance with applicable covenants under the ABL Credit Facility. As of December 31, 2024 and 2023, the Company had no outstanding borrowings under the ABL Credit Facility. Outstanding letters of credit under the ABL Credit Facility were $ 56.9 million and $ 45.4 million as of December 31, 2024 and 2023, respectively. Availability under the ABL Credit Facility was $ 354.9 million (including $ 191.1 million cash and cash equivalents) and $ 413.4 million (including $ 144.0 million cash and cash equivalents) as of December 31, 2024 and 2023, respectively, after giving effect to the borrowing base and the outstanding letters of credit. The Company incurred issuance costs of $ 6.3 million to obtain the ABL Credit Facility, which was capitalized within other noncurrent assets in the consolidated balance sheets and amortized over the facility term using the straight-line method. The Company recorded amortization of the deferred issuance costs and commitment fee of $ 3.7 million for the years ended December 31, 2024 and 2023, and $ 2.1 million for the year ended December 31, 2022. DDTL Credit Facility In August 2024, the Company entered into the DDTL Credit Facility with Ayar, that may be used for working capital and general corporate purposes. The DDTL Credit Facility provides for a delayed draw term loan credit facility in an aggregate principal amount of $ 750.0 million and has a stated maturity date of August 4, 2029. Borrowings under the DDTL Credit Facility bear interest at the applicable interest rates specified in the credit agreement governing the DDTL Credit Facility. The Company is required to pay a quarterly undrawn fee of 0.50 % per annum based on the unutilized portion of the DDTL Credit Facility. The DDTL Credit Facility contains customary covenants that limit the ability of the Company and its restricted subsidiaries to, among other activities, pay dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, dispose of certain assets, consummate acquisitions or other investments, prepay certain debt, engage in sale and leaseback transactions or consummate mergers and other fundamental changes. The DDTL Credit Facility also includes a minimum liquidity covenant. As of December 31, 2024, the Company was in compliance with applicable covenants under the DDTL Credit Facility. As of December 31, 2024, the Company had no outstanding borrowings under the DDTL Credit Facility. The Company incurred issuance costs of $ 6.2 million to obtain the DDTL Credit Facility, which was capitalized within other noncurrent assets in the consolidated balance sheet and amortized over the facility term using the straight-line method. The Company recorded amortization of the deferred issuance costs and commitment fee of $ 2.1 million for the year ended December 31, 2024. NOTE 7 - COMMON STOCK WARRANT LIABILITY On July 23, 2021, in connection with the merger, the Company effectively issued 44,350,000 Private Placement Warrants to purchase shares of Lucid’s common stock at an exercise price of $ 11.50 . The Private Placement Warrants were initially recognized as a liability with a fair value of $ 812.0 million and was remeasured to a fair value of $ 53.7 million as of December 31, 2023. The Private Placement Warrants remained unexercised and were remeasured to a fair value of $ 19.5 million as of December 31, 2024. The Company recognized gains of $ 34.2 million, $ 86.9 million, and $ 1,254.2 million for the years ended December 31, 2024, 2023 and 2022, respectively, in the consolidated statements of operations and comprehensive loss. 121 The fair value of the Private Placement Warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and was as follows: December 31, 2024 December 31, 2023 Fair value of Private Placement Warrants per share $ 0.44 $ 1.21 Assumptions used in the Black-Scholes option pricing model take into account the contract terms as well as the quoted price of the Company’s common stock in an active market. The volatility is primarily based on the Company’s historical volatility. The expected life is based on the remaining contractual term of the warrants, and the risk-free interest rate is based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the warrants’ expected life. The level 3 fair value inputs used in the Black-Scholes option pricing models were as follows: December 31, 2024 December 31, 2023 Volatility 95.0 % 85.0 % Expected term (in years) 1.6 2.6 Risk-free rate 4.2 % 4.1 % Dividend yield — % — % NOTE 8 – REDEEMABLE CONVERTIBLE PREFERRED STOCK In March 2024, the Company entered into the Series A Subscription Agreement with Ayar. Pursuant to the Series A Subscription Agreement, Ayar agreed to purchase from the Company 100,000 shares of the Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $ 1.0 billion in a private placement. Subsequently, in March 2024, the Company issued the shares to Ayar pursuant to the Series A Subscription Agreement and received aggregate gross proceeds of $ 1.0 billion. In August 2024, the Company entered into the Series B Subscription Agreement with Ayar. Pursuant to the Series B Subscription Agreement, Ayar agreed to purchase from the Company 75,000 shares of the Series B Redeemable Convertible Preferred Stock for an aggregate purchase price of $ 750.0 million in a private placement. Subsequently, in August 2024, the Company issued the shares to Ayar pursuant to the Series B Subscription Agreement and received aggregate gross proceeds of $ 750.0 million. The shares of the Series A Redeemable Convertible Preferred Stock and the Series B Redeemable Convertible Preferred Stock were issued pursuant to the Series A Certificate of Designations and the Series B Certificate of Designations (the “Certificate of Designations”), respectively. Pursuant to the Series A Subscription Agreement and the Series B Subscription Agreement, Ayar has agreed, with certain exceptions, that without prior written consent of the Company, it will not sell or transfer the Redeemable Convertible Preferred Stock for the twelve months after the date of the closing of the respective private placement. Dividends: The Redeemable Convertible Preferred Stock ranks senior to the common stock with respect to dividends and distributions of assets upon the Company’s liquidation, dissolution or winding up. The Redeemable Convertible Preferred Stock has an initial value of $ 10,000 per share (the “Initial Value” and the Initial Value plus compounded and accrued dividends, the “Accrued Value”). Dividends on the Redeemable Convertible Preferred Stock are payable in the form of compounded cumulative dividends upon each share of the Redeemable Convertible Preferred Stock (paid-in-kind). Dividends accrue daily on the Initial Value (as increased for any compounded dividends previously compounded thereon) of each share of the Redeemable Convertible Preferred Stock at a rate of 9 % per annum and compound on the basis of quarterly dividend payment dates on each March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2024 for the Series A Redeemable Convertible Preferred Stock and September 30, 2024 for the Series B Redeemable Convertible Preferred Stock. Liquidation Preference: Upon a liquidation, dissolution or winding up of the Company, each holder of shares of the Redeemable Convertible Preferred Stock (“Holder”) will be entitled to receive, with respect to each share of then-outstanding Redeemable Convertible Preferred Stock, out of the assets of the Company available for distribution to its stockholders an amount in cash equal to the greater of (a) an amount per share of the Redeemable Convertible Preferred Stock as of the date of such liquidation, dissolution or winding up equal to (i) the per share Accrued Value as of the relevant date multiplied by (ii) the relevant percentage (the product of (i) and (ii), the “Minimum Consideration”); and (b) the amount that such Holder would have received with respect to such share of the Redeemable Convertible Preferred Stock if all shares of the Redeemable Convertible Preferred Stock had been converted at their Accrued Value into shares of common stock on the business day immediately prior to the date of such liquidation, dissolution or winding up. As of December 31, 2024, the liquidation preference of the Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock was $ 1,138.8 million and $ 800.4 million, respectively. 122 Voting Rights: Each Holder is entitled to the number of votes equal to the number of whole shares of common stock into which the aggregate shares of the Redeemable Convertible Preferred Stock held by such Holder are convertible on the record date for determining stockholders entitled to vote on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders and on which matter holders of the common stock shall be entitled to vote. Holders are entitled to notice of any meeting of stockholders and, except as otherwise provided in the Certificate of Designations or otherwise required by law, to vote together as a single class with the holders of the common stock and any other class or series of stock entitled to vote thereon. The voting power of Holders is subject to a voting cap per share equal to the quotient of the $ 10,000 Initial Value and the minimum price ($ 2.77 for the Series A Redeemable Convertible Preferred Stock and $ 3.12 for the Series B Redeemable Convertible Preferred Stock). As long as at least 10 % of the aggregate number of shares issued on the respective initial issue date remain outstanding, and subject to certain other conditions, Holders are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Redeemable Convertible Preferred Stock, authorizations or issuances by the Company of capital stock of the Company that ranks senior or equal to the Redeemable Convertible Preferred Stock with respect to dividends or distributions on liquidation or the terms of which provide for cash dividends (other than the common stock), winding-up and dissolution, and decreases in the number of authorized shares of the Redeemable Convertible Preferred Stock. The Company also agreed that as long as Ayar owns at least 50 % of the shares issued on the respective initial issue date, the Company will comply with certain debt incurrence covenants in its Credit Agreement, dated as of June 9, 2022, by and among the Company, as the Borrower Representative, the other Borrowers party thereto from time-to-time, the Lenders and Issuing Banks from time-to-time party thereto and Bank of America, N.A., as Administrative Agent, as amended, which agreement may be waived with the sole consent of Ayar. Conversion: Each share of the Redeemable Convertible Preferred Stock is convertible, at the option of the respective Holder, from time-to-time after the initial issue date, and without the payment of additional consideration by the Holder, (a) at any time that the closing price per share of the common stock on the trading day immediately preceding the date on which the Holder delivers the relevant notice of conversion is at least $ 5.50 (subject to certain adjustments), unless the Company otherwise consents to such conversion in its sole discretion, or (b) in all events during certain specified periods relating to a fundamental change or optional redemption by the Company, into such number of fully paid and non-assessable shares of common stock as is determined by dividing (i) the applicable Accrued Value as of the conversion date by (ii) the applicable conversion price in effect as of such conversion date, which shall initially be $ 3.5952 for the Series A Redeemable Convertible Preferred Stock and $ 4.3799 for the Series B Redeemable Convertible Preferred Stock, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events (the “Conversion Price”). Mandatory Conversion: On or after the third anniversary of the initial issue date, if at any time (i) the daily VWAP of the common stock has been at least 200 % of the Conversion Price for at least twenty ( 20 ) trading days (whether or not consecutive) during any thirty ( 30 ) consecutive trading days (including the last day of such period) and (ii) certain common stock liquidity conditions are satisfied, the Company will have the right, exercisable at its election within fifteen ( 15 ) business days following completion of the applicable thirty ( 30 ) trading day period, to cause all or any portion of the Redeemable Convertible Preferred Stock to convert into number of fully paid and non-assessable shares of common stock, as determined by dividing (i) the applicable Accrued Value as of the conversion date by (ii) the Conversion Price in effect as of such conversion date. The Company will be required to pay an additional amount per share of the Redeemable Convertible Preferred Stock payable in cash, shares of common stock valued based on a five-day average daily VWAP or a combination thereof in respect of such conversion equal to the greater of (x) the difference between (i) the Minimum Consideration and (ii) the value of the shares of common stock delivered upon mandatory conversion thereof and (y) zero. Fundamental Change: Upon a fundamental change, the Holders will be entitled, on the fundamental change repurchase date specified by the Company, to receive an amount equal to the greater of (a) the Minimum Consideration and (b) an amount equal to the value that such Holder would have received if it had converted its shares of the Redeemable Convertible Preferred Stock into shares of common stock on the business day immediately before the fundamental change repurchase date. The fundamental change repurchase price may be paid in cash, shares of common stock (or other securities to be received by a holder of common stock in such fundamental change) valued based on a five-day average daily VWAP (with the number of shares of common stock rounded up to the nearest whole share), or a combination thereof, at the Company’s election. The Company may not elect to deliver shares of its common stock (or other securities to be received by a holder of common stock in such fundamental change) in partial or full satisfaction of the fundamental change repurchase price, if certain common stock liquidity conditions are not satisfied. Optional Redemption: On or after the fifth anniversary of the initial issue date, the Company may redeem all or any portion of the Redeemable Convertible Preferred Stock at a redemption price per share equal to the greater of (a) the Minimum Consideration and (b) an amount equal to the value (calculated based on a twenty ( 20 )-day average daily VWAP) of the number of shares of common stock if it had converted its shares of the Redeemable Convertible Preferred Stock into shares of common stock as of the redemption date. Such redemption price may be paid in cash, shares of common stock valued based on a twenty ( 20 )-day average daily VWAP, or a combination thereof, at the Company’s election. 123 The Company may not pay any portion of such redemption price in shares of common stock if the common stock liquidity conditions are not satisfied. While the Redeemable Convertible Preferred Stock is callable after five years at the Company’s option, the Redeemable Convertible Preferred Stock is considered redeemable at the option of Ayar and was classified as mezzanine equity, because it is the majority shareholder of the Company. The Company recorded the Series A Redeemable Convertible Preferred Stock initially at its issuance price, net of issuance costs of $ 2.4 million and net of the initial value of the bifurcated derivative liability of $ 497.1 million. The Company also recorded the Series B Redeemable Convertible Stock initially at its issuance price, net of issuance costs of $ 0.6 million and net of the initial value of the bifurcated derivative liability of $ 297.7 million. The Company accretes the Redeemable Convertible Preferred Stock to its redemption value, which is greater of (a) the Minimum Consideration and (b) an amount equal to the value that such Holder would have received if it had converted its shares of the Redeemable Convertible Preferred Stock into shares of common stock as of the Redemption Date. In certain circumstances, the redemption price may vary based on changes in stock price, in which case the Company recognizes changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the then current maximum redemption value at the end of each reporting period. During the year ended December 31, 2024, the Company recorded accretion of $ 229.5 million and $ 118.1 million related to the Series A Redeemable Convertible Preferred Stock and the Series B Redeemable Convertible Preferred Stock, respectively. Accretion of the Redeemable Convertible Preferred Stock was reflected as adjustments to additional paid-in capital in the consolidated balance sheet as of December 31, 2024. The carrying value of the Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock was $ 730.0 million and $ 569.8 million as of December 31, 2024, respectively. The Company assessed the above features to determine whether any features are required to be bifurcated and separately accounted for as an embedded feature. The Company concluded that the conversion features, inclusive of all settlement outcomes where the pay-off is indexed to the if-converted value, meets all the requirements to be separately accounted for as a bifurcated derivative. As a result, the Company bifurcated the Redeemable Convertible Preferred Stock between (i) the host contracts which are accounted for within mezzanine equity as described above, and (ii) the bifurcated derivative liabilities related to the conversion features. The proceeds from issuance were first allocated to the fair value of the bifurcated derivatives with the residual being allocated to the host contracts. The bifurcated derivatives are remeasured to fair value at each reporting period with changes in fair value recorded in the consolidated statement of operations and comprehensi ve loss . As of December 31, 2024, the derivative liabilities for the Redeemable Convertible Preferred Stock were remeasured to fair value of $ 639.4 million, comprising of $ 408.8 million related to Series A Redeemable Convertible Preferred Stock and $ 230.6 million related to Series B Redeemable Convertible Preferred Stock. The Company recognized gains of $ 155.4 million for the year ended December 31, 2024 in change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party) in the consolidated statements of operations and comprehensive loss. The Company estimated the fair value of the derivative liabilities using a binomial lattice model with the volatility, credit spread, and term as significant unobservable inputs. Assumptions used in the valuation also take into account the contractual terms as well as the quoted price of the Company’s common stock in an active market. Significant changes in any of those inputs in isolation would result in significant changes to the fair value measurement. The level 3 fair value inputs used in the valuation of the derivative liabilities associated with the Redeemable Convertible Preferred Stock were as follows: December 31, 2024 Series A Derivative Liability Series B Derivative Liability Volatility 40.0 % 40.0 % Credit spread 17.9 % 17.9 % Stock price $ 3.02 $ 3.02 Term (in years) 4.2 4.6 Risk-free rate 4.3 % 4.4 % NOTE 9 – STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $ 0.0001 per share with rights and preferences, including voting rights, designated from time-to-time by the Board of Directors. As of December 31, 2024, there were 100,000 and 75,000 issued and outstanding shares of Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock, respectively. There were no issued and outstanding shares of preferred stock as of December 31, 2023. 124 Common Stock On November 8, 2022, the Company entered into the Equity Distribution Agreement with BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc., under which the Company could offer and sell shares of its common stock having an aggregate offering price up to $ 600.0 million. During the year ended December 31, 2022, the Company issued 56,203,334 shares at a weighted average price per share of $ 10.68 and received net proceeds of $ 594.3 million after deducting commissions and other issuance costs of $ 5.7 million. No shares remain available for sale under the Equity Distribution Agreement. On November 8, 2022, the Company also entered into the 2022 Subscription Agreement, pursuant to which Ayar agreed to purchase from the Company, up to $ 915.0 million of shares of its common stock in one or more private placements through March 31, 2023. During the year ended December 31, 2022, the Company issued 85,712,679 shares to Ayar pursuant to the 2022 Subscription Agreement at a weighted average price per share of $ 10.68 , and received aggregate proceeds of $ 915.0 million. On May 31, 2023, the Company entered into the 2023 Underwriting Agreement with the Underwriter, under which the Underwriter agreed to purchase 173,544,948 shares of the Company’s common stock at a price per share of $ 6.83 , for aggregate net proceeds to the Company of $ 1.2 billion. In June 2023, the Company issued the shares to the Underwriter pursuant to the 2023 Underwriting Agreement and received aggregate net proceeds of $ 1.2 billion after deducting issuance costs of $ 1.1 million. On May 31, 2023, the Company entered into the 2023 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 265,693,703 shares of the Company’s common stock at a price per share of $ 6.83 in a private placement for aggregate net proceeds to the Company of $ 1.8 billion. In June 2023, the Company issued the shares to Ayar pursuant to the 2023 Subscription Agreement and received aggregate net proceeds of $ 1.8 billion after deducting issuance costs of $ 2.0 million. On October 16, 2024, the Company entered into the 2024 Underwriting Agreement with the Underwriter, under which the Underwriter agreed to purchase 262,446,931 shares of the Company’s common stock. The Company also granted the Underwriter an Overallotment Option to purchase additional shares. On October 17, 2024, the Underwriter exercised the Overallotment Option to purchase an additional 15,037,594 shares. On October 18, 2024, the Company completed the public offering pursuant to the 2024 Underwriting Agreement at a price per share of $ 2.59 , and received aggregate net proceeds of $ 718.4 million after deducting issuance costs of $ 0.6 million. On October 16, 2024, the Company entered into the 2024 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 374,717,927 shares of the Company’s common stock. In addition, given the Underwriter’s exercise of the Overallotment Option, Ayar agreed to purchase an additional 21,470,459 shares of the Company’s common stock. As of October 31, 2024, the Company consummated the private placement of shares to Ayar pursuant to the 2024 Subscription Agreement at a price per share of $ 2.59 , for aggregate net proceeds of $ 1,025.7 million after deducting issuance costs of $ 0.8 million. Issuance costs incurred were recorded as a reduction of the gross proceeds received from the equity offerings within additional paid-in capital in the consolidated balance sheets. Treasury Stock During the year ended December 31, 2021, the Company repurchased an aggregate of 857,825 shares of its common stock, including 712,742 shares from certain employees and 145,083 shares from Board of Directors of the Company’s predecessor, Atieva, Inc. at $ 24.15 per share. No common stock was repurchased during the years ended December 31, 2024 and 2023. Common Stock Reserved for Issuance The Company’s common stock reserved for future issuances as of December 31, 2024 was as follows: December 31, 2024 Private Placement Warrants to purchase common stock 44,350,000 Stock options outstanding 26,894,103 Restricted stock units outstanding 103,965,469 Shares available for future grants under equity plans 45,196,984 If-converted common shares from convertible note 36,737,785 If-converted common shares from Series A redeemable convertible preferred stock 297,567,387 If-converted common shares from Series B redeemable convertible preferred stock 177,103,144 Total shares of common stock reserved 731,814,872 125 NOTE 10 – STOCK-BASED AWARDS Lucid 2021 Incentive Plan and ESPP In July 2021, the Company’s Board of Directors adopted and the stockholders approved the 2021 Incentive Plan (the “2021 Incentive Plan”), which includes an ESPP as an addendum. The 2021 Incentive Plan replaced the 2021 Plan. The 2021 Incentive Plan provides for the grant of restricted shares, non-qualified stock options, incentive stock options, unrestricted shares, stock appreciation rights, restricted stock units and cash awards. Shares of common stock underlying awards that are forfeited or cancelled generally are returned to the pool of shares available for issuance under the 2021 Incentive Plan. The Company had 45,196,984 shares of common stock available for issuance under the 2021 Incentive Plan, including the ESPP, as of December 31, 2024. Stock Options The Company’s outstanding stock options generally expire between 7 years to 10 years from the date of grant and are exercisable when the options vest. In general, incentive stock options and non-statutory options vest over four years , the majority of which vest at a rate of 25 % on the first anniversary of the grant date, with the remainder vesting ratably each month over the next three years . A summary of stock option activity for the year ended December 31, 2024 was as follows: Outstanding Options Number of Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Intrinsic Value (in thousands) Balance as of December 31, 2023 32,911,135 $ 1.99 5.5 $ 91,785 Options granted 232,177 3.99 Options exercised ( 4,513,606 ) 1.08 Options canceled ( 1,735,603 ) 7.01 Balance as of December 31, 2024 26,894,103 $ 1.84 4.4 $ 48,886 Options vested and exercisable as of December 31, 2024 24,696,617 $ 1.37 4.2 $ 48,883 The weighted-average grant-date fair value for options granted for the year ended December 31, 2024 was $ 1.80 . Aggregate intrinsic value represents the difference between the exercise price of the options and the fair value of common shares. The aggregate intrinsic value of options exercised was $ 8.4 million, $ 50.1 million and $ 475.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. The total fair value of stock options granted during the years ended December 31, 2024 and 2023 was $ 0.4 million and $ 17.4 million, respectively, which is recognized over the respective vesting periods. No stock options were granted during the year ended December 31, 2022. The total fair value of stock options vested during the years ended December 31, 2024, 2023 and 2022, was $ 4.9 million, $ 5.4 million and $ 5.5 million, respectively. The Company estimates the fair value of the options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company’s share price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield rate over the expected option term, and actual forfeiture rates. A summary of the weighted-average assumptions the Company utilized to record compensation expense for stock options granted during the years ended December 31, 2024 and 2023 was as follows: December 31, 2024 December 31, 2023 Volatility 85.0 % 83.9 % Expected term (in years) 5.2 5.0 Risk-free interest rate 4.3 % 4.1 % Expected dividends — % — % 126 As of December 31, 2024, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $ 7.1 million and expected to be recognized over a weighted-average period of 2.5 years. Restricted Stock Units (“RSUs”) A summary of RSUs activity for the year ended December 31, 2024 was as follows: Restricted Stock Units Time-Based Shares Performance-Based Shares Total Shares Weighted-Average Grant-Date Fair Value Balance as of December 31, 2023 54,699,739 9,305,825 64,005,564 $ 10.90 Granted 94,696,162 14,188,690 108,884,852 2.86 Vested ( 46,298,088 ) ( 1,884,410 ) ( 48,182,498 ) 7.73 Cancelled/Forfeited ( 15,128,805 ) ( 5,613,644 ) ( 20,742,449 ) 6.48 Balance as of December 31, 2024 87,969,008 15,996,461 103,965,469 $ 4.83 Time-based RSUs granted prior to the closing of merger are subject to both performance-based and service-based vesting conditions. The performance condition was satisfied upon the closing of the merger, and the service condition will be met generally over four years . The Company granted 13,834,748 shares of the time-based RSUs to the former CEO that will vest in sixteen equal quarterly installments, beginning on December 5, 2021, and are subject to continuous employment. The service condition for 25 % of the Company’s non-CEO RSUs granted prior to the closing of merger was satisfied 375 days after the closing. The remaining RSUs will be satisfied in equal quarterly installments thereafter, subject to continuous employment. The Company recognizes compensation expense for these time-based RSUs on a graded vesting schedule over the requisite vesting period. Fair value of these time-based RSUs was measured using the fair value of the Company’s common stock on the date of the grant, as based on the market price of Churchill’s stock adjusted for the expected exchange ratio at the time, and discounted for lack of marketability. Time-based RSUs granted subsequent to the closing of merger are only subject to service-based vesting conditions and the compensation expense is recognized on a straight-line basis over the requisite service period. The fair value of these time-based RSUs granted after the closing of the merger was measured using the fair value of the Company’s common stock on the date of the grant. As of December 31, 2024, unrecognized stock-based compensation cost related to outstanding unvested time-based RSUs that are expected to vest was $ 331.1 million, which is expected to be recognized over a weighted-average period of 1.6 years. The total fair value of time-based RSUs vested during the years ended December 31, 2024, 2023, and 2022 was $ 140.8 million, $ 121.1 million, and $ 190.9 million, respectively. In 2021, the Company granted performance-based RSUs to the former CEO and they are subject to performance and market conditions. The performance condition was satisfied upon the closing of the merger. The market conditions will be satisfied and vest in five tranches based on the achievement of market capitalization goals applicable to each tranche over a six-month period subject to the former CEO’s continuous employment through the applicable vesting date. Any performance-based RSUs granted to our former CEO that have not vested within five years after the closing will be forfeited. The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions: Weighted average volatility 60.0 % Expected term (in years) 5.0 Risk-free interest rate 0.9 % Expected dividends — % The Company recognizes compensation expense using a graded vesting attribution method over the derived service period for the former CEO’s performance-based awards. Stock-based compensation expense is recognized when the relevant performance condition is considered probable of achievement for the performance-based award. During the year ended December 31, 2022, the market condition was met for the performance-based awards of the former CEO for four of the five tranches and certified by the Board of Directors, representing an aggregate of 13,934,271 performance RSUs. The Company recorded stock-based compensation expense of $ 85.4 million during the year ended December 31, 2022. The unamortized expense of $ 8.2 million as of December 31, 2022 for the fifth tranche, representing 2,090,140 RSUs, was fully recognized during the year ended December 31, 2023. There were no performance-based RSUs vested for our former CEO for the years ended December 31, 2024 and 2023. The total fair value of the former CEO’s performance-based RSUs vested was $ 315.3 million during the year ended December 31, 2022. For the years ended December 31, 2024, 2023 and 2022, the Company withheld approximately 1.9 million, 1.9 million, and 9.4 million shares, respectively, of common stock by net settlement to meet the related tax withholding requirements related to the former CEO’s time-based and performance-based RSUs. 127 The Company granted performance-based RSUs to certain employees and they are subject to (i) corporate performance conditions and/or individual performance and (ii) a service condition which will be met generally over 3 years. The number of awards granted represents 100 % of the target goal. Under the terms of the awards, the recipient may earn between 0 % to 150 % of the original number of grants based on actual achievement of corporate performance goals and/or individual performance. Stock-based compensation expense is recognized when the relevant performance condition is considered probable of achievement for the performance-based award. During the years ended December 31, 2024, 2023 and 2022, the Company recorded stock-based compensation expenses of $ 26.1 million, $ 7.9 million, and nil , respectively, related to these performance-based RSUs. The total fair value of these performance-based RSUs vested during the year ended December 31, 2024 was $ 5.3 million, and nil for the years ended December 31, 2023 and 2022. As of December 31, 2024, the unamortized expense for the performance-based RSUs was $ 30.1 million, which will be recognized over a weighted-average period of 1.1 years primarily contingent upon realization of the corporate performance conditions. Employee Stock Purchase Plan (“ESPP”) The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. The plan provides for 24 -month offering periods beginning in December and June of each year, and each offering period will consist of four six-month purchase periods. The purchase price for each share purchased during an offering period will be the lesser of 85 % of the fair market value of the share on the purchase date or 85 % of the fair market value of the share on the offering date. If the market value of our common stock on the purchase date is lower than the market value at the beginning of the offering period, the ongoing offering terminates immediately following the purchase of ESPP shares on the purchase date and participants in the terminated offering are automatically enrolled in the new offering resulting in a reset of the offering price and a modification charge to be recognized over the new offering period. During the years ended December 31, 2024, 2023, and 2022, there were two ESPP resets that resulted in modification charges of $ 17.8 million, $ 23.2 million, and $ 19.9 million, respectively, which are being recognized until the new offering period ending in November 2026. The Company issued 8,976,458 , 4,748,875 , and 2,106,158 shares at a weighted-average price of $ 2.14 , $ 5.02 , and $ 11.66 for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, unrecognized stock-based compensation cost related to the ESPP was $ 31.4 million, which is expected to be recognized over a weighted-average period of 1.9 years. Stock-based Compensation Expense Total employee and nonemployee stock-based compensation expense for the years ended December 31, 2024, 2023 and 2022, was classified in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year Ended December 31, 2024 2023 2022 Cost of revenue $ 4,335 $ 3,590 $ 41,753 Research and development 172,190 137,703 151,549 Selling, general and administrative 110,827 117,433 230,198 Restructuring charges ( 1,480 ) ( 1,443 ) — Total $ 285,872 $ 257,283 $ 423,500 The Company capitalized stock-based compensation expenses of $ 45.7 million and $ 43.3 million for the years ended December 31, 2024 and 2023, respectively, primarily as part of the cost of inventory . NOTE 11 – LEASES The Company has entered into various non-cancellable operating and finance lease agreements for certain of the Company’s offices, manufacturing and warehouse facilities, retail and service locations, equipment and vehicles, worldwide. The Company has determined if an arrangement is a lease, or contains a lease, including embedded leases, at inception and records the leases in the Company’s financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our assessed lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Certain operating leases provide for annual increases to lease payments based on an index or rate. The Company estimates the annual increase in lease payments based on the index or rate at the lease commencement date. Differences between the estimated lease payment and actual payment are expensed as incurred. Lease expense for finance lease payments is recognized as amortization expense of the finance lease ROU asset and interest expense on the finance lease liability over the lease term. 128 In August 2022, the Company entered into a four-year agreement (“Lease Agreement”) to lease land in Casa Grande, Arizona adjacent to our manufacturing facility. The Company classifies this lease as a finance lease because the Lease Agreement contains a purchase option which the Company is reasonably certain to exercise. As of December 31, 2024 and 2023, assets associated with the finance lease were $ 79.3 million. As of December 31, 2024 and 2023, liabilities associated with the finance lease were $ 80.0 million and $ 80.6 million, respectively. Contemporaneously with the execution of the Lease Agreement, the Company entered into a sale agreement, pursuant to which the Company sold certain parcels of land for $ 31.7 million to the lessor and leased back these parcels of land under the Lease Agreement. The sale of the land and subsequent lease did not result in change in the transfer of control of the land; therefore, the sale-leaseback transaction is accounted for as a failed sale and leaseback financing obligation. The Company recorded $ 31.7 million of sales proceeds received as a financial liability within other long-term liabilities in the consolidated balance sheets as of December 31, 2024 and 2023. The balances for the operating and finance leases where the Company is the lessee were presented as follows within the Company’s consolidated balance sheets (in thousands): December 31, 2024 December 31, 2023 Operating leases: Right-of-use assets $ 211,886 $ 221,508 Other current liabilities $ 35,596 $ 28,431 Other long-term liabilities 229,835 244,122 Total operating lease liabilities $ 265,431 $ 272,553 Finance leases: Property, plant and equipment, net $ 82,823 $ 85,055 Total finance lease assets $ 82,823 $ 85,055 Finance lease liabilities, current portion $ 6,788 $ 8,202 Finance lease liabilities, net of current portion 76,096 77,653 Total finance lease liabilities $ 82,884 $ 85,855 The components of lease expense were as follows within the Company’s consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2024 2023 2022 Operating lease expense: Operating lease expense (1) $ 62,119 $ 55,307 $ 44,617 Variable lease expense 1,948 1,770 1,712 Finance lease expense: Amortization of leased assets $ 3,009 $ 5,252 $ 4,812 Interest on lease liabilities 4,665 4,867 2,453 Total finance lease expense $ 7,674 $ 10,119 $ 7,265 Total lease expense $ 71,741 $ 67,196 $ 53,594 (1) Excluded short-term leases, which were not material. 129 Other information related to leases where the Company is the lessee was as follows: December 31, 2024 December 31, 2023 Weighted-average remaining lease term (in years): Operating leases 6.2 6.8 Finance leases 1.6 2.6 Weighted-average discount rate: Operating leases 11.87 % 11.01 % Finance leases 5.73 % 5.59 % Supplemental cash flow information related to leases where the Company is the lessee was as follows (in thousands): Year Ended December 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 59,131 $ 44,965 $ 15,482 Operating cash flows from finance leases (interest payments) 5,261 5,430 509 Financing cash flows from finance leases 3,166 5,425 4,977 Leased assets obtained in exchange for new operating lease liabilities 23,111 32,558 73,502 Leased assets obtained in exchange for new finance lease liabilities 1,062 — 84,392 As of December 31, 2024, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases 2025 $ 64,308 $ 6,953 2026 66,035 82,822 2027 57,530 371 2028 53,923 39 2029 47,570 8 Thereafter 93,101 — Total minimum lease payments 382,467 90,193 Less: Interest ( 117,036 ) ( 7,309 ) Present value of lease obligations 265,431 82,884 Less: Current portion ( 35,596 ) ( 6,788 ) Long-term portion of lease obligations $ 229,835 $ 76,096 As of December 31, 2024, the Company entered into additional leases for facilities and equipment that have not yet commenced with undiscounted future lease payments of $ 41.1 million. The leases are expected to commence in 2025 and 2026. NOTE 12 - COMMITMENTS AND CONTINGENCIES Contractual Obligations As of December 31, 2024 and 2023, the Company had $ 1,037.1 million and $ 270.2 million in commitments related to AMP-1 and AMP-2 plant and equipment, respectively. These commitments represent future expected payments on open purchase orders entered into as of December 31, 2024 and 2023. 130 T he Company’s non-cancellable long-term commitments primarily related to certain inventory component purchases. On October 1, 2024, the Company entered into amendments (the “Amendments”) to certain battery-supply agreements with Panasonic Energy Co., Ltd. and certain of its affiliates. As of December 31, 2024, pursuant to the terms of the Amendments, the Company had remaining minimum purchase commitments of an aggregate of approximately $ 2.7 billion, calculated using the current base prices, which could vary period-to-period primarily as a result of changes in raw material indexes. The estimated future payments having a remaining term in excess of one year were as follows (in thousands): Years ended December 31, Minimum Purchase Commitment 2025 $ 220,781 2026 277,988 2027 379,113 2028 465,102 2029 458,595 Thereafter 938,032 Total $ 2,739,611 Legal Matters From time-to-time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. Beginning on April 18, 2021, two individual actions and two putative class actions were filed in federal courts in Alabama, California, New Jersey and Indiana, asserting claims under the federal securities laws against the Company (f/k/a Churchill Capital Corp IV), its wholly owned subsidiary, Atieva, Inc. (“Lucid Motors”), and certain current and former officers and directors of the Company, generally relating to the Merger. On September 16, 2021, the plaintiff in the New Jersey action voluntarily dismissed that lawsuit. The remaining actions were ultimately transferred to the Northern District of California and consolidated under the caption, In re CCIV / Lucid Motors Securities Litigation , Case No. 4:21-cv-09323-YGR (the “Consolidated Class Action”). On December 30, 2021, lead plaintiffs in the Consolidated Class Action filed a revised amended consolidated complaint (the “Complaint”), which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of shareholders who purchased stock in CCIV between February 5, 2021 and February 22, 2021. The Complaint names as defendants Lucid Motors and the Company’s former chief executive officer, and generally alleges that, prior to the public announcement of the Merger, defendants purportedly made false or misleading statements regarding the expected start of production for the Lucid Air and related matters. The District Court granted defendants’ motion to dismiss on January 11, 2023, with plaintiffs being provided the ability to seek leave to amend. On June 29, 2023, the District Court denied plaintiff’s motion for leave to amend, dismissed the lawsuit and terminated the case. On July 28, 2023, plaintiffs appealed the District Court’s decisions to the Ninth Circuit Court of Appeals. On August 8, 2024, the Ninth Circuit affirmed the district court judgment dismissing the case. On September 17, 2024, the Ninth Circuit denied Plaintiffs’ petition for a rehearing or rehearing en banc . On September 25, 2024, the Ninth Circuit issued its mandate affirming the district court judgment. Plaintiffs did not appeal the case to the U.S. Supreme Court, and the case is therefore now final and closed. In addition, two separate purported shareholders of the Company filed shareholder derivative actions, purportedly on behalf of the Company, against certain of the Company’s officers and directors in California federal court, captioned Sahr Lebbie v. Peter Rawlinson, et al., Case No. 4:22-cv-00531-YGR (N.D. Cal.) (filed on January 26, 2022) and Zsata Williams-Spinks v. Peter Rawlinson, et al. , Case No. 4:22-cv-01115-YGR (N.D. Cal.) (filed on February 23, 2022). The complaint also names the Company as a nominal defendant. Based on allegations that are similar to those in the Consolidated Class Action, the Lebbie complaint asserts claims for unjust enrichment, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, abuse of control, gross mismanagement and waste of corporate assets and a claim for contribution under Sections 10(b) and 21D of the Exchange Act in connection with the Consolidated Class Action and the Williams-Spinks complaint asserts claims for breach of fiduciary duty, gross mismanagement, abuse of control, unjust enrichment, contribution under Sections 10(b) and 21D of the Exchange Act, and aiding and abetting breach of fiduciary duty in connection with the Consolidated Class Action. The complaints seek compensatory damages, interest thereon, certain corporate governance reforms, and attorneys’ fees and expenses. On April 29, 2022, the District Court consolidated the two actions into In re Lucid Group, Inc. (f/k/a Churchill Capital Corp IV) Derivative Litigation , Case No. 4:22-cv-00531-YGR (N.D. Cal.) (the “Consolidated Derivative Action”). On May 25, 2022, the District Court then stayed the Consolidated Derivative Action pending developments in the Consolidated Class Action. On December 12, 2023, given that the Consolidated Class Action was dismissed by the trial court and appealed to the Ninth Circuit Court of Appeals, the District Court administratively closed the Consolidated Derivative Action for statistical purposes, but reminded the parties of their obligations under the stay. On January 9, 2025, the parties filed a joint stipulation of dismissal without prejudice with the District Court, and the case is now closed. 131 On April 1, 2022 and May 31, 2022, two alleged shareholders filed putative class actions under the federal securities laws against Lucid Group, Inc. and certain officers of the Company relating to alleged statements, updated projections and guidance provided in the late 2021 to early 2022 timeframe. The complaints, which were filed in the Northern District of California, are captioned Victor W. Mangino v. Lucid Group, Inc., et al. , Case No. 3:22-cv-02094-JD, and Anant Goel v. Lucid Group, Inc., et al. , Case No. 3:22-cv-03176-JD. The two matters were consolidated into one action, entitled In re Lucid Group, Inc. Securities Litigation , Case No. 22-cv-02094-JD. The consolidated complaint named as defendants Lucid Group, Inc. and the Company’s former chief executive officer and former chief financial officer, and generally alleged that defendants purportedly made false or misleading statements regarding delivery and revenue projections and related matters between November 15, 2021 and August 3, 2022. The consolidated complaint sought certification of the action as a class action, as well as compensatory damages, interest thereon, and attorneys’ fees and expenses. Defendants filed a Motion to Dismiss on February 23, 2023. On August 8, 2024, the Court granted in part and denied in part Defendants’ Motion to Dismiss, and gave Plaintiffs leave to replead their complaint. On September 20, 2024, Plaintiffs filed an Amended Consolidated Complaint, which no longer names the Company’s former chief financial officer as an individual defendant. Defendants filed a motion to dismiss the Amended Consolidated Complaint, in part, on December 6, 2024. A hearing on the Motion to Dismiss currently is scheduled for May 1, 2025. Defendants believe that the plaintiffs’ claims are without merit and intend to defend themselves vigorously, but they cannot ensure that their efforts to dismiss partially the consolidated complaint will be successful or that they will ultimately avoid liability in this matter. In addition, on July 11, 2022, a purported shareholder of the Company filed a shareholder derivative action, purportedly on behalf of the Company against certain of the Company’s officers and directors in California state court, captioned Floyd Taylor v. Glenn August, et al. , Superior Court, Alameda County, Case No. 22CV014130. The complaint also names the Company as a nominal defendant. Based on allegations that are similar to those in the In re Lucid Group, Inc. Securities Litigation action, the Taylor complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets and aiding and abetting breach of fiduciary duty. The complaint seeks compensatory damages, punitive damages, an accounting, interest, and attorneys’ fees and expenses. The case is currently stayed per stipulation of the parties. In addition, on September 5, 2024, a purported shareholder of the Company filed a shareholder derivative lawsuit purportedly on behalf of the Company against certain of the Company’s current and former directors in Delaware state court, captioned Tricia Rodney v. Rawlinson, et al. , Delaware Court of Chancery, Case No. 2024-0927. The complaint also names the Company as a nominal defendant. The complaint alleges: (i) a breach of fiduciary duty claim against the Company’s former CEO; (ii) a breach of fiduciary duty claim against other then-current members of the Board in 2022; and (iii) an unjust enrichment claim against the Company’s former CEO. On November 8, 2024, another purported shareholder of the Company filed a shareholder derivative lawsuit purportedly on behalf of the Company against certain of the Company’s current and former directors in Delaware state court, captioned Ed Lomont v. Rawlinson, et al. , Delaware Court of Chancery, Case No. 2024-1149. The complaint also names the Company as a nominal defendant. The complaint alleges claims similar to the Rodney shareholder derivative action and is premised on the same underlying allegations as those in the In re Lucid Group, Inc. Securities Litigation action. On January 28, 2025, the Court consolidated the Rodney and Lomont actions into In re Lucid Group, Inc. Stockholder Derivative Litigation , Delaware Court of Chancery, Consolidated Case No. 2024-0927. The consolidated action is currently stayed per stipulation of the parties. On December 3, 2024, another purported shareholder of the Company filed a shareholder derivative lawsuit purportedly on behalf of the Company against certain of the Company’s current and former directors in Delaware state court, captioned May Vang and Mohammed Khalid v. Rawlinson, et al. , Delaware Court of Chancery, Case No. 2024-1243. The complaint also names the Company as a nominal defendant. The complaint asserts claims similar to the Taylor shareholder derivative action and is premised on the same underlying allegations as those in the In re Lucid Group, Inc. Securities Litigation action. The case is currently stayed per stipulation of the parties. On January 29, 2025, another purported shareholder of the Company filed a shareholder derivative lawsuit purportedly on behalf of the Company against certain of the Company’s current and former directors in California federal court, captioned Zalmon Uvaydov v. Rawlinson, et al. , U.S. District Court for the Northern District of California, Case No.: 3:25-cv-943. The complaint asserts claims similar to the Taylor shareholder derivative action, as well as a contribution claim under Section 21(D) of the Securities Exchange Act against the Company’s former CEO, and is premised on the same underlying allegations as those in the In re Lucid Group, Inc. Securities Litigation action. On February 7, 2025, another purported shareholder of the Company filed a shareholder derivative lawsuit purportedly on behalf of the Company against certain of the Company’s current and former directors in California federal court, captioned Neil Cook v. Rawlinson, et al. , U.S. District Court for the Northern District of California, Case No.: 3:25-cv-01346. The complaint asserts claims similar to the Taylor shareholder derivative action, as well as a Section 14(a) claim, and is premised on the same underlying allegations as those in the In re Lucid Group, Inc. Securities Litigation action. 132 Moreover, on March 25, 2021, the Illinois Automobile Dealers Association, Chicago Automobile Trade Association, Peoria Metro New Car Dealers Association, Illinois Motorcycle Dealers Association, and 241 individual motor vehicle dealers filed an action against the Office of the Illinois Secretary of State (“SOS”), Jesse White, in his official capacity as the Illinois Secretary of State; Lucid USA, Inc. (“Lucid USA”); and other defendants, in the Circuit Court of Cook County, Illinois, County Department, Chancery Division, Case No. 2021CH01438. The suit generally alleges that Illinois law does not permit manufacturers to obtain licenses as motor vehicle dealers. Plaintiffs seek to prevent Lucid from engaging in the sale of motor vehicles directly to consumers. The SOS granted Lucid USA a dealer’s license on June 3, 2021. In December 2022, the Court granted Defendants’ Motion to Dismiss. Plaintiffs subsequently appealed and the decision was affirmed by the First District Appellate Court on August 23, 2024. Plaintiffs filed a petition for further review of the case by the Illinois Supreme Court and the Illinois Supreme Court denied review. Furthermore, while we have registered and applied for trademarks in an effort to protect our brand and goodwill with customers, competitors or other third parties are, have in the past, and may in the future, oppose our trademark applications or otherwise challenge our use of the trademarks and other brand names in which we have invested. Such oppositions and challenges can be expensive and may adversely affect our ability to maintain the goodwill gained in connection with a particular trademark. In addition, we may lose our trademark or are unable to submit specimens of use by the applicable deadline to perfect such trademark rights. For instance, in June 2024, we reached an agreement with Gravity, Inc. to settle a claim before the United States Patent and Trademark Office (“USPTO”) that opposed and requested cancellation of our trademark application and registration for the use of “Gravity.” At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, officers, and certain key employees with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has it been sued in connection with these indemnification arrangements. The Company has indemnification obligations with respect to letters of credit and surety bond primarily used as security against facility leases, utilities infrastructure and other agreements that require securitization. The indemnification obligations were $ 72.6 million and $ 56.3 million as of December 31, 2024 and 2023, respectively, for which no liabilities are recorded in the consolidated balance sheets. NOTE 13 - INCOME TAXES The components of loss before provision for income taxes for the years ended December 31, 2024, 2023 and 2022, were as follows (in thousands): Year Ended December 31, 2024 2023 2022 Loss subject to domestic income taxes $ ( 2,699,739 ) $ ( 2,825,820 ) $ ( 1,306,245 ) Loss subject to foreign income taxes ( 13,004 ) ( 1,574 ) 2,164 Loss before provision for income taxes $ ( 2,712,743 ) $ ( 2,827,394 ) $ ( 1,304,081 ) 133 The Company recorded provision for income taxes in connection with its domestic, state, and foreign subsidiaries for the years ended December 31, 2024, 2023 and 2022, respectively, as follows (in thousands): Year Ended December 31, 2024 2023 2022 Current Federal $ — $ — $ — State — 24 14 Foreign 1,339 1,002 365 Total current tax expense $ 1,339 $ 1,026 $ 379 Deferred Federal $ — $ — $ — State — — — Foreign ( 140 ) — — Total deferred tax expense $ ( 140 ) $ — $ — Total provision for income taxes $ 1,199 $ 1,026 $ 379 The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2024, 2023 and 2022 were as follows: Year Ended December 31, 2024 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % Stock-based compensation ( 1.6 ) ( 1.5 ) ( 0.6 ) Change in fair value of warrant liability 1.5 0.6 20.2 Tax-exempt interest — — 0.4 Nondeductible expenses 0.6 ( 1.5 ) 0.4 Tax credits 1.2 0.7 1.4 Change in valuation allowance ( 22.7 ) ( 19.3 ) ( 42.8 ) Provision for income taxes — % — % — % The amount of provision for income taxes differs from the expected benefit due to the impact of the U.S. valuation allowance, as well as income taxes associated with foreign operations. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31, 2024 and 2023, were as follows (in thousands): 134 December 31, 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 1,605,236 $ 1,240,197 Tax credit carryforwards 192,810 139,672 Stock-based compensation expense 7,347 12,322 Capitalization of research and development costs 443,311 333,958 Accruals and reserves 232,487 215,087 Lease liability 84,604 88,407 Inventory 461,127 271,784 Other 60,935 21,815 Total deferred tax assets 3,087,857 2,323,242 Valuation allowance ( 2,904,865 ) ( 2,137,851 ) Total deferred tax assets, net of valuation allowance 182,992 185,391 Deferred tax liabilities: Depreciation ( 72,023 ) ( 49,754 ) Right-of-use assets ( 70,890 ) ( 74,565 ) Tax accounting method change ( 39,939 ) ( 61,072 ) Total deferred tax liabilities ( 182,852 ) ( 185,391 ) Deferred tax assets (liabilities), net of valuation allowance $ 140 $ — The Company does not anticipate foreign earnings would be subject to U.S. taxation upon repatriation. However, distributions of unremitted foreign earnings may be subject to foreign withholding taxes. Accordingly, provisions have not been made on the Company’s basis differences in investments that primarily result from earnings in foreign subsidiaries which are indefinitely reinvested. If recorded, the deferred tax liability associated with indefinitely reinvested basis differences would be immaterial to the financial statements. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized in a particular tax jurisdiction. All available evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a deferred tax asset. Judgment must be used in considering the relative impact of negative and positive evidence. Based on the weight of the available evidence, which includes the Company’s historical operating losses, lack of taxable income, and the accumulated deficit, as of December 31, 2024 and 2023, the Company provided a full valuation allowance against its U.S. and state deferred tax assets. The valuation allowance for deferred tax assets was $ 2,904.9 million and $ 2,137.9 million, as of December 31, 2024 and 2023, respectively. The valuation allowance on our net deferred taxes increased by $ 767.0 million and $ 763.6 million during the years ended December 31, 2024 and 2023, respectively. The Company had federal, state, and foreign net operating loss carryforwards of $ 5,766.1 million, $ 5,142.4 million, and $ 19.1 million, respectively, as of December 31, 2024, which will begin to expire at various dates beginning in 2027. The Company also had federal and state tax research and development tax credit carryforwards of $ 151.8 million and $ 78.6 million, respectively. The federal research and development tax credit carryforwards will expire at various dates beginning in 2036, if not utilized. The state research and development tax credit carryforwards do not expire. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses and certain credits in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses and certain credits may be limited as prescribed under. Internal Revenue Code Section 382, which provide for limitations on net operating losses carryforwards and certain built in losses following ownership changes, and Section 383, which provides for special limitations on certain excess credits, etc. (collectively, “IRC Section 382”). Utilization of the carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions, resulting in a reduction in the gross deferral tax assets before considering the valuation allowance. The Company has completed a formal Section 382 study of our equity transactions through December 31, 2020. The study determined that the Company experienced an “ownership change” in 2016, and the Company will not be able to utilize $ 12.0 million of our U.S. federal net operating loss and $ 3.0 million of U.S. federal research and development tax credit carryforwards. 135 Uncertain Tax Positions The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022 (in thousands): December 31, 2024 2023 2022 Unrecognized benefit—beginning of period $ 140,767 $ 105,234 $ 72,330 Gross increases—prior-period tax positions — 539 — Gross decreases—prior-period tax positions ( 111,065 ) ( 581 ) — Gross increases—current-period tax positions 8,904 35,575 32,916 Gross decrease—current-period tax positions — — — Statute lapse ( 83 ) — ( 12 ) Unrecognized benefit—end of period $ 38,523 $ 140,767 $ 105,234 As of December 31, 2024, 2023 and 2022, the total amount of unrecognized tax benefits was $ 38.5 million, $ 140.8 million, and $ 105.2 million, respectively, of which $ 0.9 million, $ 1.1 million and $ 0.6 million, if recognized for respective periods, would favorably impact the Company's effective tax rate. The Company does not anticipate a significant change in the total amount of unrecognized tax benefits within the next 12 months. Related to the unrecognized tax benefits above, the interest expense and penalty expense recognized as part of provision for income taxes in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2024, 2023 and 2022 were not material. As of December 31, 2024 and 2023, the Company recorded immaterial liability for interest expense and penalties, which was included within other long-term liabilities in the consolidated balance sheets. The Company files U.S., state, and foreign income tax returns with varying statutes of limitations. The federal, state, and foreign returns statutes of limitations remains open for all years. There are currently no income tax audits underway by U.S., state, or foreign tax authorities. NOTE 14 - NET LOSS PER SHARE Basic and diluted net loss per share attributable to common stockholders are calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2024 2023 2022 Net loss $ ( 2,713,942 ) $ ( 2,828,420 ) $ ( 1,304,460 ) Accretion of redeemable convertible preferred stock (related party) ( 347,610 ) — — Net loss attributable to common stockholders, basic ( 3,061,552 ) ( 2,828,420 ) ( 1,304,460 ) Change in fair value of dilutive warrants — — ( 1,254,218 ) Net loss attributable to common stockholders, diluted $ ( 3,061,552 ) $ ( 2,828,420 ) $ ( 2,558,678 ) Weighted-average shares outstanding, basic 2,445,176,539 2,081,772,622 1,678,346,079 Private Placement Warrants using the treasury stock method — — 14,912,529 Weighted-average shares outstanding, diluted 2,445,176,539 2,081,772,622 1,693,258,608 Net loss per share: Basic $ ( 1.25 ) $ ( 1.36 ) $ ( 0.78 ) Diluted $ ( 1.25 ) $ ( 1.36 ) $ ( 1.51 ) 136 The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: December 31, Excluded Securities 2024 2023 2022 Private Placement Warrants to purchase common stock 44,350,000 44,350,000 — Options outstanding to purchase common stock 26,894,103 32,911,135 39,011,116 RSUs outstanding 96,985,937 57,124,659 38,570,298 Employee stock purchase plan 25,425,375 14,111,934 11,826,419 If-converted common shares from convertible note 36,737,785 36,737,785 36,737,785 If-converted common shares from Series A redeemable convertible preferred stock 297,567,387 — — If-converted common shares from Series B redeemable convertible preferred stock 177,103,144 — — Total 705,063,731 185,235,513 126,145,618 The 6,979,532 , 6,880,905 , and 2,090,140 shares of common stock equivalents subject to RSUs are excluded from the anti-dilutive table above as the underlying shares remain contingently issuable since the market or corporate and individual performance conditions have not been satisfied as of December 31, 2024, 2023 and 2022, respectively. NOTE 15 - EMPLOYEE BENEFIT PLAN The Company has a 401(k) savings plan (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100 % of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer-matching contribution. The matching contribution expense under the Company’s 401(k) Plan was not material for the year ended December 31, 2024, and nil for the years ended December 31, 2023 and 2022. NOTE 16 - RELATED PARTY TRANSACTIONS Leases In February 2022, the Company entered into a lease agreement with KAEC, a related party of the PIF, which is an affiliate of Ayar, for its first international manufacturing plant in Saudi Arabia. The lease has an initial term of 25 years expiring in 2047. The right-of-use asset related to this lease was $ 4.2 million and $ 4.5 million as of December 31, 2024 and 2023, respectively. The lease liability was $ 6.1 million and $ 5.7 million as of December 31, 2024 and 2023, respectively. The right-of-use asset and lease liability were recorded in right-of-use assets and other long-term liabilities in the consolidated balance sheets, respectively. The lease expense recorded for the years ended December 31, 2024, 2023, and 2022 was immaterial. In July 2023, the Company entered into a lease agreement with King Abdullah Financial District Development and Management Company, a subsidiary of the PIF, which is an affiliate of Ayar, for its corporate office in Saudi Arabia. The lease has an initial term of six years expiring in 2029. The right-of-use asset related to this lease was $ 2.0 million and $ 2.3 million as of December 31, 2024 and 2023, respectively. The lease liability was $ 2.4 million and $ 2.3 million as of December 31, 2024 and 2023, respectively. The right-of-use asset and lease liability were recorded in right-of-use assets and other long-term liabilities in the consolidated balance sheets, respectively. The lease expense recorded for the years ended December 31, 2024 and 2023 was immaterial. SIDF Loan Agreement In February 2022, Lucid LLC entered into the SIDF Loan Agreement with the SIDF, a related party of the PIF, which is an affiliate of Ayar. Under the SIDF Loan Agreement, SIDF has committed to provide the SIDF Loans to Lucid LLC in an aggregate principal amount of up to SAR 5.19 billion (approximately $ 1.4 billion); provided that SIDF may reduce the availability of SIDF Loans under the facility in certain circumstances. See Note 6 “Debt” for more information. 137 MISA Agreements In February 2022, Lucid LLC entered into agreements with MISA, a related party of the PIF, which is an affiliate of Ayar, pursuant to which MISA has agreed to provide economic support for certain capital expenditures in connection with Lucid LLC’s on-going design and construction of AMP-2. The support by MISA is subject to Lucid LLC’s completion of certain milestones related to the construction and operation of AMP-2. Following the commencement of construction, if operations at the plant do not commence within 30 months, or if the agreed scope of operations is not attained within 55 months, MISA may suspend availability of subsequent support. Pursuant to the agreements, MISA has the right to require Lucid LLC to transfer the ownership of AMP-2 to MISA, at the fair market value thereof, reduced by an amortized value of the support provided in the event of customary events of default including abandonment or material and chronically low utilization of AMP-2. Alternatively, Lucid LLC is entitled to avoid the transfer of the ownership of AMP-2 by electing to pay such amortized value. The agreements will terminate on the fifteenth anniversary of the commencement of CBU operations at AMP-2 at the latest. During the year ended December 31, 2022, the Company received support of SAR 366 million (approximately $ 97.3 million) in cash, of which $ 64.0 million was recorded as deferred liability within other long-term liabilities and $ 33.3 million was recorded as a deduction in calculating the carrying amount of the related assets in the consolidated balance sheet as of December 31, 2022. Subsequently, the Company recorded $ 64.0 million as a deduction in calculating the carrying amount of the related assets in the consolidated balance sheet as of December 31, 2023. During the year ended December 31, 2023, the Company received support of SAR 366 million (approximately $ 97.5 million) in cash, of which $ 62.5 million was recorded as deferred liability within other long-term liabilities and $ 35.0 million was recorded as a deduction in calculating the carrying amount of the related assets in the consolidated balance sheet as of December 31, 2023. As of December 31, 2024, the Company recorded $ 97.5 million as a deduction in calculating the carrying amount of the related assets in the consolidated balance sheet. There were no unfulfilled conditions and contingencies attached to the payments received. GIB Facility Agreement In April 2022, Lucid LLC entered into the GIB Facility Agreement with GIB. GIB is a related party of the PIF, which is an affiliate of Ayar. The GIB Facility Agreement provided for two committed revolving credit facilities in an aggregate principal amount of SAR 1.0 billion (approximately $ 266.1 million). In March 2023, Lucid LLC entered into an amendment of the 2023 GIB Facility Agreement to combine the Bridge Facility and the Working Capital Facility into a committed SAR 1.0 billion (approximately $ 266.1 million) 2023 GIB Credit Facility which may be used for general corporate purposes. See Note 6 “Debt” for more information. Construction Service Contract Lucid LLC entered into agreements with Al Bawani Company Limited (“Al Bawani”), an affiliate of the PIF, which is an affiliate of Ayar, for certain design and construction services in connection with the development of AMP-2. The capital expenditures incurred to date under these agreements were SAR 865.2 million (approximately $ 230.3 million) and SAR 444.6 million (approximately $ 118.6 million) as of December 31, 2024 and 2023, respectively. Net advance payments made to Al Bawani under these agreements were SAR 129.6 million (approximately $ 34.5 million) as of December 31, 2024, and was recorded within other current assets in the consolidated balance sheet. Amounts due to Al Bawani was SAR 74.0 million (approximately $ 19.7 million) as of December 31, 2023, and was recorded within other current liabilities in the consolidated balance sheet. Subscription Agreements In November 2022, the Company entered into the 2022 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company, up to $ 915.0 million shares of its common stock in one or more private placements through March 31, 2023. In December 2022, the Company issued 85,712,679 shares at a weighted average price per share of $ 10.68 , and received aggregate proceeds of $ 915.0 million. In May 2023, the Company entered into the 2023 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 265,693,703 shares of the Company’s common stock at a price per share of $ 6.83 in a private placement for aggregate net proceeds of $ 1.8 billion. In June 2023, the Company issued the shares to Ayar pursuant to the 2023 Subscription Agreement and received aggregate net proceeds of $ 1.8 billion after deducting issuance costs of $ 2.0 million. See Note 9 “Stockholders’ Equity” for more information. 138 In March 2024, the Company entered into the Series A Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 100,000 shares of its Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $ 1.0 billion in a private placement. Subsequently, in March 2024, the Company issued the shares to Ayar pursuant to the Series A Subscription Agreement and received aggregate net proceeds of $ 997.6 million after deducting issuance cost of $ 2.4 million. In August 2024, the Company entered into the Series B Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 75,000 shares of its Series B Redeemable Convertible Preferred Stock for an aggregate purchase price of $ 750.0 million in a private placement. Subsequently, in August 2024, the Company issued the shares to Ayar pursuant to the Series B Subscription Agreement and received aggregate net proceeds of $ 749.4 million after deducting issuance costs of $ 0.6 million. See Note 8 “Redeemable Convertible Preferred Stock” for more information. In October 2024, the Company entered into the 2024 Subscription Agreement, pursuant to which Ayar agreed to purchase from the Company 374,717,927 shares of the Company’s common stock in a private placement. In addition, Ayar agreed to purchase an additional 21,470,459 shares of the Company’s common stock. As of October 31, 2024, the Company consummated the private placement of shares to Ayar pursuant to the 2024 Subscription Agreement, at a price per share of $ 2.59 , for aggregate net proceeds of $ 1,025.7 million after deducting issuance costs of $ 0.8 million. See Note 9 “Stockholders’ Equity” for more information. Common stock acquired by Ayar under the 2022 Subscription Agreement, 2023 Subscription Agreement, 2024 Subscription Agreement, the Redeemable Convertible Preferred Stock acquired by Ayar under the Series A Subscription Agreement and the Series B Subscription Agreement, and the common stock issuable upon conversion thereof are subject to the Investor Rights Agreement dated February 22, 2021 (as amended from time-to-time, the “Investor Rights Agreement”), which governs the registration for resale of such common stock and the Redeemable Convertible Preferred Stock. Human Resources Development Fund (“HRDF”) Joint Cooperation Agreement In March 2023, Lucid LLC entered into a joint cooperation agreement with HRDF, a related party of the PIF, which is an affiliate of Ayar. Pursuant to the agreement, Lucid LLC will train and develop local personnel in Saudi Arabia, and HRDF agreed to reimburse the Company training related costs in an aggregate maximum amount of SAR 29.3 million (approximately $ 7.8 million) during the program. The Company received a payment SAR 10.9 million (approximately $ 2.9 million) in cash during the year ended December 31, 2024, and SAR 8.8 million (approximately $ 2.3 million) during the year ended December 31, 2023. The Company recorded $ 1.8 million of deferred liability within other current liabilities in the consolidated balance sheets as of December 31, 2023. The deduction recorded to operating expenses in the consolidated statement of operations and comprehensive loss was not material for the year ended December 31, 2023. The deferred liability was nil as of December 31, 2024 and the Company recorded the remaining deferred liability balance as a deduction to operating expenses in the consolidated statement of operations and comprehensive loss. EV Purchase Agreement In August 2023, Lucid LLC entered into the EV Purchase Agreement with the Government of Saudi Arabia, a related party of the PIF, which is an affiliate of Ayar, as represented by the Ministry of Finance. The EV Purchase Agreement supersedes the letter of undertaking that Lucid LLC entered into in April 2022. Pursuant to the terms of the EV Purchase Agreement, the Government of Saudi Arabia and its entities and corporate subsidiaries and other beneficiaries (collectively, the “Purchaser”) may purchase up to 100,000 vehicles, with a minimum purchase quantity of 50,000 vehicles and an option to purchase up to an additional 50,000 vehicles during a ten-year period. Under the EV Purchase Agreement, the Purchaser may reduce the minimum vehicle purchase quantity by the number of vehicles set out in any purchase order not accepted by us or by the number of any vehicles that Lucid LLC fails to deliver within six months from the date of the applicable purchase order. The Purchaser also has sole and absolute discretion to decide whether to exercise the option to purchase the additional 50,000 vehicles. The Company recognized net vehicle sales amount of SAR 654.6 million (approximately $ 174.2 million) and SAR 163.9 million (approximately $ 43.7 million) during the years ended December 31, 2024 and 2023, respectively. The deferred revenue from the vehicle sales was primarily related to OTA and was recorded within other current liabilities and other long-term liabilities in the consolidated balance sheets. As of December 31, 2024 and 2023, the deferred revenue balance was not material. The Company recorded amounts due from the Purchaser of SAR 217.6 million (approximately $ 57.9 million) and SAR 133.2 million (approximately $ 35.5 million) in accounts receivable, net in the consolidated balance sheets as of December 31, 2024 and 2023, respectively. See “Vehicle Sales without Residual Value Guarantee” section under Note 2 “Summary of Significant Accounting Policies” for the revenue recognition policies. 139 Implementation Agreement with Aston Martin In June 2023, the Company entered into an agreement (the “Implementation Agreement”) with Aston Martin, a related party of the PIF, which is an affiliate of Ayar, under which the Company and Aston Martin have established a long-term strategic technology and supply arrangement. On November 6, 2023, pursuant to the terms of the Implementation Agreement, integration and supply arrangements became effective, under which the Company will provide Aston Martin access to its powertrain, battery system, and software technologies, work with Aston Martin to integrate its powertrain and battery components with Aston Martin’s battery electric vehicle chassis, and supply powertrain and battery components to Aston Martin (collectively, the “Strategic Technology Arrangement”). In connection with the commencement of the Strategic Technology Arrangement, the Company received technology access fees in 28,352,273 ordinary shares of Aston Martin (subject to a lock-up provision of 365 days from its issuance) and the first cash installment of $ 33.0 million. These shares were initially measured at a fair value of $ 73.2 million. As of December 31, 2024 and 2023, the Company remeasured the shares and recorded fair values of $ 37.8 million and $ 81.5 million within investments in equity securities of a related party in the consolidated balance sheets, respectively. The Company will receive the remaining cash payments of $ 99 million phased over a period of three years . In connection with the Strategic Technology Arrangement, the Company will also receive an aggregate of $ 10 million for integration service fees phased over a period of three years , of which the Company received $ 5.8 million from inception through December 31, 2024. The accounts receivable recorded in the consolidated balance sheet as of December 31, 2024 was immaterial . The Company accounts for technology access, integration service, and supply arrangement as a single performance obligation and recognizes revenue related to technology access and integration service based on estimated units of delivery under the supply arrangement. As of December 31, 2024 and 2023, the Company recorded $ 112.7 million and $ 107.8 million as deferred revenue primarily within other long-term liabilities in the consolidated balance sheets, respectively. Aston Martin has also committed to an effective minimum spend with the Company on powertrain components of $ 225 million. DDTL Credit Facility In August 2024, the Company entered into a $ 750.0 million five year DDTL Credit Facility with Ayar, which may be used for working capital and general corporate purposes. See Note 6 “Debt” for more information. Time Deposit The Company purchases time deposits with GIB from time-to-time. GIB is a related party of the PIF, which is an affiliate of Ayar. As of December 31, 2024, the time deposit balance was $ 35.0 million, which was recorded within short-term investments and long-term investments in the consolidated balance sheet. See Note 5 “Fair Value Measurements and Financial Instruments” for more information. NOTE 17 - SEGMENT REPORTING The Company operates in one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company’s CODM is its Chief Executive Officer. The Company derives segment revenue from the sale of electric vehicles to customers, and the Company’s reported measure of the segment’s profit or loss is the consolidated net loss reported in the consolidated statements of operations and comprehensive loss. The CODM uses the consolidated net loss for monitoring actual results to assess the Company’s financial performance. The Company’s CODM does not evaluate its reportable segment using asset information. The disaggregation of the Company’s revenue by geographic area based on the sales location where the sales originated was as follows (in thousands): Year Ended December 31, 2024 2023 North America (1) $ 598,022 $ 521,991 Middle East (2) 194,052 58,993 Other international 15,758 14,287 Total revenue $ 807,832 $ 595,271 (1) United States revenue was $ 587.3 million, $ 511.3 million, and $ 597.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. No individual country outside of United States had more than 10% of the total revenue for the year ended December 31, 2022. (2) Kingdom of Saudi Arabia revenue was $ 191.1 million for the year ended December 31, 2024. Middle East represented revenue from Kingdom of Saudi Arabia for the year ended December 31, 2023. 140 The following table included information about reported segment revenue, segment profit or loss, and significant segment expenses (in thousands): Year Ended December 31, 2024 2023 2022 Revenue $ 807,832 $ 595,271 $ 608,181 Less: Cost of revenue - excluding LCNRV and provision for warranty ( 993,154 ) ( 935,118 ) ( 1,043,383 ) Cost of revenue - LCNRV ( 617,446 ) ( 926,898 ) ( 569,479 ) Cost of revenue - provision for warranty ( 120,343 ) ( 74,050 ) ( 33,224 ) Research and development expenses ( 1,176,453 ) ( 937,012 ) ( 821,512 ) Selling, general, and administrative expenses ( 900,952 ) ( 797,235 ) ( 734,574 ) Restructuring charges ( 20,304 ) ( 24,546 ) — Change in fair value of common stock warrant liability 34,150 86,926 1,254,218 Change in fair value of equity securities ( 43,057 ) 5,999 — Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party) 155,350 — — Interest income 213,026 204,274 56,756 Interest expense ( 32,923 ) ( 24,915 ) ( 30,596 ) Other income (expense), net ( 18,469 ) ( 90 ) 9,532 Provision for income taxes ( 1,199 ) ( 1,026 ) ( 379 ) Segment net loss ( 2,713,942 ) ( 2,828,420 ) ( 1,304,460 ) Consolidated net loss $ ( 2,713,942 ) $ ( 2,828,420 ) $ ( 1,304,460 ) Depreciation and amortization expenses were $ 295.3 million, $ 233.5 million, and $ 186.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. The long-lived assets by geographic area were as follows (in thousands): December 31, 2024 December 31, 2023 United States $ 3,314,720 $ 2,950,154 Foreign 159,778 82,221 Total long-lived assets $ 3,474,498 $ 3,032,375 NOTE 18 – SUBSEQUENT EVENT In connection with the preparation of the consolidated financial statements for the year ended December 31, 2024, the Company evaluated subsequent events and concluded there were no subsequent events that required recognition in the consolidated financial statements. 2025 GIB Credit Facility On February 24, 2025, Lucid LLC entered into the 2025 GIB Credit Facility maturing on February 24, 2028 to increase the credit facility committed amount from SAR 1.0 billion (approximately $ 266.1 million) to SAR 1.9 billion (approximately $ 506.7 million). Loans under the 2025 GIB Credit Facility may be used for general corporate purposes, have a maturity of no more than 12 months, and bear interest at a rate of 1.40 % per annum over SAIBOR (based on the term of borrowing) and associated fees. The Company is required to pay a quarterly commitment fee of 0.25 % per annum based on the unutilized portion of the 2025 GIB Credit Facility. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable. 141