What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-25 · 558 added, 531 removed, 1212 unchanged (47% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID Number 185 )

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )

Consolidated Financial Statements of Lucid Group, Inc.

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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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates 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 a critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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.

As discussed in Note 4 to the consolidated financial statements, the Company has inventories with a carrying value of $1,110 million as of December 31, 2025.

The Company adjusts the carrying value of inventory when the cost of inventory exceeds the estimated net realizable value.

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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.

We have served as the Company’s auditor since 2023.

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February 24, 2026

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)

LUCID GROUP, INC.

CONSOLIDATED BALANCE SHEETS

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Cash and cash equivalents $ 997,827 $ 1,606,865

Short-term investments (including $ 15,000 and nil associated with a related party as of December 31, 2024 and 2023, respectively)

Short-term investments (including $ 50,000 and $ 15,000 associated with a related party as of December 31, 2025 and 2024, respectively)

631,093 2,424,103

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Prepaid expenses 59,606 52,951

Other current assets (including $ 34,503 and nil associated with a related party as of December 31, 2024 and 2023, respectively)

Other current assets (including nil and $ 34,503 associated with a related party as of December 31, 2025 and 2024, respectively)

324,434 270,218

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Right-of-use assets 241,974 211,886

Long-term investments (including $ 20,000 and nil associated with a related party as of December 31, 2024 and 2023, respectively)

Long-term investments (including $ 24,259 and $ 57,831 associated with a related party as of December 31, 2025 and 2024, respectively)

512,241 1,050,054

Other noncurrent assets 354,983 249,443

Investments in equity securities of a related party 37,831 81,533

TOTAL ASSETS $ 8,386,981 $ 9,647,931

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Finance lease liabilities, current portion 84,222 6,788

Other current liabilities (including $ 126,417 and $ 92,258 associated with related parties as of December 31, 2024 and 2023, respectively)

Current portion of debt (including $ 467,963 and $ 126,417 associated with a related party as of December 31, 2025 and 2024, respectively)

671,746 126,417

Other current liabilities (including $ 81,580 and nil associated with a related party as of December 31, 2025 and 2024, respectively)

1,392,641 898,254

Total current liabilities 2,636,130 1,165,291

Finance lease liabilities, net of current portion 104,559 76,096

Common stock warrant liability 19,514 53,664

Long-term debt 2,002,151 1,996,960

Debt, net of current portion

2,046,576 2,002,151

Other long-term liabilities (including $ 123,198 and $ 121,136 associated with related parties as of December 31, 2025 and 2024, respectively)

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Preferred stock 10,000,000 shares authorized as of December 31, 2025 and 2024, 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)

100,000 shares issued and outstanding as of December 31, 2025 and 2024;

liquidation preference of $ 1,350,441 and $ 1,138,825 as of December 31, 2025 and 2024, respectively (related party)

1,339,641 730,025

Preferred stock 10,000,000 shares authorized as of December 31, 2025 and 2024, 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)

75,000 shares issued and outstanding as of December 31, 2025 and 2024;

liquidation preference of $ 949,249 and $ 800,442 as of December 31, 2025 and 2024, respectively (related party)

943,849 569,817

Total redeemable convertible preferred stock 2,283,490 1,299,842

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$ 8,386,981 $ 9,647,931

(1) The number of shares of common stock and treasury stock have been adjusted for the prior period presented to reflect the one-for-ten (1:10) reverse stock split effected on August 29, 2025.

See Note 2 “Summary of Significant Accounting Policies” for more information.

The accompanying notes are an integral part of these consolidated financial statements.

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2025 2024 2023

Revenue (including $ 174,204 , $ 43,714 , and nil from a related party for the years ended December 31, 2024, 2023, and 2022, respectively)

Revenue (including $ 144,034 , $ 174,204 , and $ 43,714 from a related party for the years ended December 31, 2025, 2024, and 2023, respectively)

$ 1,353,790 $ 807,832 $ 595,271

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Restructuring charges — 20,304 24,546

20,304 24,546 —

Total cost and expenses 4,855,543 3,828,652 3,694,859

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Change in fair value of equity securities of a related party ( 15,785 ) ( 43,057 ) 5,999

( 43,057 ) 5,999 —

Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party) 623,225 155,350 —

Gain on extinguishment of debt

Interest income 156,443 213,026 204,274

Interest expense (including $ 6,980 , $ 2,159 , and $ 283 to a related party for the years ended December 31, 2024, 2023, and 2022, respectively)

Interest expense (including $ 24,250 , $ 6,980 , and $ 2,159 to related parties for the years ended December 31, 2025, 2024, and 2023, respectively)

( 95,101 ) ( 32,923 ) ( 24,915 )

Other income (expense), net ( 18,469 ) ( 90 ) 9,532

Total other income, net

Other expense, net

( 8,692 ) ( 18,469 ) ( 90 )

Loss before provision for income taxes

Total other income, net 801,369 308,077 272,194

Loss before provision for (benefit from) income taxes

( 2,700,384 ) ( 2,712,743 ) ( 2,827,394 )

Provision for income taxes

Provision for (benefit from) income taxes

( 2,333 ) 1,199 1,026

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Accretion of redeemable convertible preferred stock (related party) ( 983,648 ) ( 347,610 ) —

( 347,610 ) — —

Net loss attributable to common stockholders, basic ( 3,681,699 ) ( 3,061,552 ) ( 2,828,420 )

Change in fair value of dilutive warrants — — ( 1,254,218 )

Interest expense on 2026 Notes 14,309 — —

Gain on extinguishment of debt ( 121,765 ) — —

Net loss attributable to common stockholders, diluted $ ( 3,789,155 ) $ ( 3,061,552 ) $ ( 2,828,420 )

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Other comprehensive income (loss)

Net unrealized gains (losses) on investments, net of tax

Net unrealized gains on investments, net of tax

$ 3,860 $ 1,942 $ 12,669

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Accretion of redeemable convertible preferred stock (related party) ( 983,648 ) ( 347,610 ) —

( 347,610 ) — —

Comprehensive loss attributable to common stockholders $ ( 3,667,908 ) $ ( 3,068,501 ) $ ( 2,811,998 )

(1) The weighted-average shares outstanding attributable to common stockholders and net loss per share attributable to common stockholders have been adjusted for the prior periods presented to reflect the one-for-ten (1:10) reverse stock split effected on August 29, 2025.

See Note 2 “Summary of Significant Accounting Policies” for more information.

The accompanying notes are an integral part of these consolidated financial statements.

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Preferred Stock

Common Stock Additional

Common Stock (1)

Capital Treasury Stock Accumulated

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Net loss — — — — — — — ( 2,828,420 ) ( 2,828,420 )

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

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175,000 1,299,842 303,136,190 30 16,808,291 ( 20,716 ) ( 2,099 ) ( 12,912,694 ) 3,872,812

Net loss — — — — — — — ( 2,698,051 ) ( 2,698,051 )

Other comprehensive income — — — — — — 13,791 — 13,791

Tax withholding payments for net settlement of employee awards — — — — ( 12,911 ) — — — ( 12,911 )

Issuance of common stock upon vesting of employee RSUs — — 8,602,771 1 ( 1 ) — — — —

Issuance of common stock under employee stock purchase plan — — 1,559,456 1 22,807 — — — 22,808

Issuance of common stock upon exercise of stock options — — 352,524 — 2,342 — — — 2,342

Issuance of common stock under 2025 Subscription Agreement, net of issuance costs — — 13,715,121 1 299,721 — — — 299,722

Purchase of capped call options — — — — ( 118,250 ) — — — ( 118,250 )

Accretion of redeemable convertible preferred stock (related party) — 983,648 — — ( 983,648 ) — — — ( 983,648 )

Stock-based compensation — — — — 318,672 — — — 318,672

Balance as of December 31, 2025

175,000 $ 2,283,490 327,366,062 $ 33 $ 16,337,023 $ ( 20,716 ) $ 11,692 $ ( 15,610,745 ) $ 717,287

(1) The number of shares of common stock has been adjusted for the prior periods presented to reflect the one-for-ten (1:10) reverse stock split effected on August 29, 2025.

See Note 2 “Summary of Significant Accounting Policies” for more information .

The accompanying notes are an integral part of these consolidated financial statements.

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Change in fair value of equity securities of a related party 15,785 43,057 ( 5,999 )

43,057 ( 5,999 ) —

Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party) ( 623,225 ) ( 155,350 ) —

( 155,350 ) — —

Net accretion of investment discounts/premiums ( 23,631 ) ( 76,739 ) ( 105,432 )

( 76,739 ) ( 105,432 ) ( 20,695 )

Gain on extinguishment of debt ( 121,765 ) — —

Other non-cash items 20,026 5,983 34,205

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)

Accounts receivable (including $( 62,631 ), $( 22,383 ), and $( 35,526 ) from a related party for the years ended December 31, 2025, 2024, and 2023, respectively)

( 65,690 ) ( 61,279 ) ( 32,509 )

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Prepaid expenses ( 41,972 ) ( 16,675 ) ( 45,641 )

Other current assets ( 141,110 ) 4,758 ( 43,591 )

Other noncurrent assets ( 62,759 ) ( 121,790 ) ( 43,230 )

( 155,266 ) ( 203,869 ) ( 117,032 )

Accounts payable 318,456 34,756 ( 139,519 )

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)

Other liabilities (including $ 2,100 , $ 4,900 , and $ 107,763 associated with a related party for the years ended December 31, 2025, 2024, and 2023, respectively)

307,416 257,274 32,939

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( 868,158 ) ( 883,841 ) ( 910,644 )

Purchases of investments (including $( 35,000 ), nil , and nil from a related party for the years ended December 31, 2024, 2023, and 2022, respectively)

Purchases of investments (including $( 30,000 ), $( 35,000 ), and nil from a related party for the years ended December 31, 2025, 2024, and 2023, respectively)

( 309,557 ) ( 4,622,890 ) ( 3,998,282 )

Proceeds from maturities of investments 4,112,084 3,720,890 1,149,714

Proceeds from maturities of investments (including $ 15,000 from a related party for the year ended December 31, 2025, and nil for the years ended December 31, 2024 and 2023)

2,654,090 4,112,084 3,720,890

Proceeds from sale of investments

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Other investing activities 2,054 — ( 4,827 )

Net cash used in investing activities

Net cash provided by (used in) investing activities

$ 1,478,429 $ ( 1,294,454 ) $ ( 946,975 )

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Cash flows from financing activities:

Proceeds from issuance of common stock under 2024 Underwriting Agreement, net of issuance costs

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

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 ) —

Proceeds from issuance of Series B redeemable convertible preferred stock to a related party — 750,000 —

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)

Proceeds from issuance of common stock under 2025 Subscription Agreement 300,000 — —

Payments of issuance costs for the 2025 Subscription Agreement

Proceeds from issuance of 2031 Notes

Payments of transaction costs for the issuance of 2031 Notes

( 11,675 ) — —

Payment for short-term insurance financing note — — ( 15,330 )

Payment for finance lease liabilities ( 3,166 ) ( 5,425 ) ( 4,977 )

Proceeds from issuance of 2030 Notes 1,100,000 — —

Payments of transaction costs for the issuance of 2030 Notes

( 18,090 ) — —

Purchase of capped call options ( 118,250 ) — —

Repurchases of 2026 Notes

( 1,679,609 ) — —

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 borrowings from a related party 341,240 79,844 62,911

Repayment of borrowings to a related party — ( 25,856 ) —

( 25,856 ) — ( 20,223 )

Proceeds from failed sale-leaseback transaction — — 31,700

Proceeds from exercise of stock options 2,342 4,883 10,343

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Tax withholding payments for net settlement of employee awards ( 12,911 ) ( 10,021 ) ( 17,615 )

Payments for finance lease liabilities

( 3,510 ) ( 3,166 ) ( 5,425 )

Payments for credit facility issuance costs (including $( 9,723 ), $( 5,625 ), and nil to related parties for the years ended December 31, 2025, 2024, and 2023, respectively)

( 9,723 ) ( 6,244 ) —

Net cash provided by financing activities 887,344 3,549,673 3,070,915

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NOTE 1 – DESCRIPTION OF BUSINESS

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.

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.

Lucid is a technology company that is setting new standards with the world’s most advanced EVs, the award-winning Lucid Air and Lucid Gravity.

Throughout the notes to the consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Lucid and its subsidiaries.

The Company devotes its efforts to business planning, sale and servicing of vehicles, providing technology access, research and development, construction of manufacturing facilities, expansion of retail studios and service centers, recruitment of management and technical talent, acquisition of operating assets, and capital-raising activities.

From inception through December 31, 2025, the Company has incurred operating losses and negative cash flows from operating activities.

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The Company had an accumulated deficit of $ 15.6 billion as of December 31, 2025.

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 completed the first phase of the construction of its AMP-1 in 2021, transitioned general assembly to the AMP-1 phase 2 manufacturing facility and completed the SKD portion of its 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.

The Company began commercial production and deliveries of its second vehicle, the Lucid Gravity, in December 2024.

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.

The Company continues to expand AMP-1, construct the 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, including its upcoming Midsize platform.

The aforementioned activities will require considerable capital, which is above and beyond the expected cash inflows from the current sales of Lucid vehicles.

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.

The Company’s existing sources of liquidity include cash, cash equivalents, investments, and unused available credit amounts from credit facilities.

The Company funded operations primarily with issuances of common stock, convertible preferred stock, convertible notes, and loans.

In 2022, the Company entered into a loan agreement with the SIDF with an aggregate principal amount of up to approximately $ 1.4 billion, the ABL Credit Facility with an initial aggregate principal commitment amount of up to $ 1.0 billion, and the GIB Facility Agreement with an aggregate principal amount of approximately $ 266.1 million for two revolving credit facilities.

In March 2023, the Company amended the GIB Facility Agreement to combine the two revolving credit facilities into a committed $ 266.1 million 2023 GIB Credit Facility.

In February 2025, Lucid LLC renewed the 2023 GIB Credit Facility and 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 $ 506.6 million).

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.

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 May 2023, the Company entered into the 2023 Underwriting Agreement with BofA Securities, Inc.

(the “Underwriter”), under which the Underwriter agreed to purchase from the Company shares of 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 the 2023 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company shares of 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.

See Note 16 “Related Party Transactions” for more information.

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 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.

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.

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 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.

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.

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 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.

In August 2024, the Company entered into a $ 750.0 million five-year unsecured DDTL Credit Facility with Ayar.

In November 2025, the Company and Ayar agreed to increase the aggregate principal amount from $ 750.0 million to $ 1.98 billion.

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 entered into the 2024 Underwriting Agreement with the Underwriter, under which the Underwriter agreed to purchase from the Company shares of common stock in a public offering.

The Company also granted the Underwriter a 30 -day option to purchase additional shares of our common stock (the “ Overallotment Option”), which the Underwriter exercised to purchase additional shares.

In October 2024, the Company also entered into the 2024 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company shares of common stock in a private placement.

In addition, given the Underwriter’s exercise of the Overallotment Option, Ayar agreed to purchase additional shares of 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.

See Note 16 “Related Party Transactions” for more information.

In July 2025, the Company entered into the 2025 Subscription Agreement with SMB, a subsidiary of Uber, under which the Company agreed to issue and SMB agreed to purchase, in a private placement, the Company’s common stock equal to (i) $ 300.0 million in cash divided by (ii) an amount equal to the arithmetic average of the daily volume-weighted average price of the common stock over a period of 30 consecutive trading days ending on, and including, July 15, 2025.

In September 2025, the Company and SMB entered into an amendment to the 2025 Subscription Agreement to reflect the adjustments made to the number of placement shares and purchase price per placement share therein due to the Reverse Stock Split (as defined below), and consummated the private placement of shares to SMB for aggregate net proceeds of $ 299.7 million.

See Note 9 “Stockholders’ Equity” for more information.

In April 2025, the Company issued $ 1.10 billion aggregate principal amount of the 2030 Notes in a private offering.

The net proceeds from the offering were $ 1.08 billion, after deducting debt issuance costs.

In connection with the 2030 Notes offering, the Company paid $ 118.3 million to enter into privately negotiated capped call transactions with certain financial institutions to increase the effective conversion premium.

Contemporaneously with the 2030 Notes offering, the Company repurchased $ 1,052.5 million aggregate principal amount of the 2026 Notes, using $ 931.4 million of the net proceeds of the 2030 Notes.

See Note 6 “Debt” for more information.

In November 2025, the Company issued $ 975.0 million aggregate principal amount of the 2031 Notes in a private offering.

The net proceeds from the offering were $ 962.2 million, after deducting debt issuance costs.

Contemporaneously with the 2031 Notes offering, the Company repurchased $ 755.7 million aggregate principal amount of the 2026 Notes, using $ 748.2 million of the net proceeds of the 2031 Notes.

See Note 6 “Debt” for more information.

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’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 EVs and advanced EV powertrain components, including battery pack systems, (iii) construction of the CBU portion of AMP-2 in Saudi Arabia, (iv) further construction of AMP-1 in Casa Grande, Arizona, (v) expansion of its retail studios and service center capabilities throughout North America and across the globe, and (vi) building strategic partnerships in an effort to accelerate growth and expand into new markets such as robotaxis.

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;

the need to further develop its sourcing, logistics, 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:

The Company participates in dynamic high-technology industries.

Changes in any of the following areas could have a material adverse impact on the Company’s future financial position, results of operations, or cash flows:

changes in the overall demand for its products and services;

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acceptance of the Company’s products and services;

litigation or claims against the Company based on intellectual property (including patents), regulatory, or other factors;

litigation or claims against the Company based on intellectual property (including patents);

supply chain and logistical challenges and uncertainties;

uncertainties surrounding trade policies as well as domestic and foreign tariffs and export controls;

political, regulatory, social, environmental and economic conditions 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 .

A global economic recession, downturn or other adverse economic conditions, whether due to changes or uncertainties in trade policies, the imposition or proposed imposition of tariffs, export controls, threat of a trade war, persistent inflation, political instability, global or regional conflicts or other geopolitical events, public health crises, interest rate changes or other central bank policy actions, bank closures and liquidity concerns at financial institutions, or other factors, may have an adverse impact on the Company’s business, prospects, financial condition and results of operations.

If any of the Company’s suppliers, sub-suppliers or partners experience financial distress, insolvency or disruptions in operations, they may be unable to fulfill their obligations or meet the Company’s production and quality requirements.

Adverse economic conditions and uncertainty about the current and future domestic or global economic conditions may also cause the Company’s customers to defer purchases or cancel their orders in response to higher interest rates, limited consumer credit availability, lower cash reserves, fluctuations in foreign currency exchange rates, and weakened consumer confidence.

A reduction in demand for the Company’s products may result in a decline in product sales, with a corresponding material adverse impact on the Company’s business, prospects, financial condition and results of operations.

Given the Company’s premium brand positioning and pricing, an economic recession or downturn is likely to have a disproportionate adverse effect on the Company compared to its competitors in the EV and traditional automotive sectors, to the extent that consumer demand for luxury goods declines in favor of more cost-conscious alternatives.

In addition, adverse economic conditions and uncertainties surrounding trade policies, tariffs and export controls have caused, and may continue to cause, supply chain and logistical challenges and operational risks.

In particular, the U.S.

federal government enacted the law commonly referred to as the OBBBA, which eliminates, limits or phases out certain tax credits that had previously provided significant benefits to lessees and purchasers of EVs and adds new eligibility requirements on manufacturers to continue claiming tax credits on EV components.

It also eliminates certain penalties for noncompliance with certain fuel efficiency standards and introduces certain key tax law modifications.

Taken together, adverse economic conditions and uncertainties surrounding trade policies, tariffs and export controls, coupled with supply chain challenges and the potential difficulty of passing costs to customers or sharing the burden with suppliers, could reduce demand for the Company’s products and have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

In addition, the deterioration of conditions in the financial markets may limit the Company’s ability to obtain external financing to fund its operations and capital expenditures for business growth on terms favorable to the Company, if at all.

See “Risk Factors” in Item 1A of Part I of this Annual Report for more information regarding risks associated with a global economic recession, downturn or other adverse economic conditions.

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.

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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.

The accompanying consolidated financial statements included herein have been prepared in accordance with U.S.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

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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.

On August 29, 2025, the Company effected a reverse stock split of its common stock at a ratio of one-for-ten (1:10) (the “Reverse Stock Split”) and a corresponding reduction of the authorized shares of common stock, as approved by the Company’s Board of Directors and stockholders.

The shares of the common stock began trading on a reverse split-adjusted basis at market open on September 2, 2025.

Unless otherwise noted, the share, per share, and related information in this Annual Report on Form 10-K reflects the effect of the Reverse Stock Split.

The share and per share information of the Redeemable Convertible Preferred Stock remains unchanged, except for the information relating to the common stock underlying the Redeemable Convertible Preferred Stock.

Segment Reporting

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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.

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 RVG liability, deferred revenue related to technology access fees and 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.

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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.

Actual results may differ from these estimates under different assumptions or conditions due to the inherent uncertainty involved in making those estimates and any such differences may be material.

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.

Restricted cash is primarily related to cash reserved or letters of credit issued for certain lease arrangements.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statements of cash flows (in thousands):

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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.

Realized gains and losses on the sale of available-for-sale securities are recorded in other 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.

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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.

The Company recorded immaterial allowance for uncollectible amounts as of December 31, 2025 and 2024.

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.

The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits;

however, its deposits exceed federally insured limits.

The Company invests in highly rated securities, primarily issued by the U.S.

government or liquid money market funds.

As of December 31, 2025 and 2024, accounts receivable from the EV Purchase Agreement, represented 68.0 % and 51.7 % 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.

The Company is dependent on its suppliers, the majority of which are single-source suppliers.

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, whether due to changes or uncertainties in trade policies, the imposition or proposed imposition of tariffs, threat of a trade war or otherwise, or its inability to efficiently manage these components, or the unavailability of stable domestic suppliers, could have a material adverse effect on the Company’s results of operations and financial condition.

Inventories are stated at the lower of cost or net realizable value.

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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.

The disposition gain or loss on fixed assets recorded for the years ended December 31, 2025, 2024, and 2023 was immaterial.

Impairment of Long-Lived Assets

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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 .

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.

Impairment loss recognized for the years ended December 31, 2025 and 2024 was not material.

The Company has lease agreements with lease and non-lease components and has elected not 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.

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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.

Gains and losses arising from foreign currency transactions and the effects of remeasurements are recorded within other 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, 2025, 2024, and 2023.

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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 .

Vehicle sales revenue is generated from the sale of EVs to customers.

The Company generated total vehicle sales revenue of $ 1,183.8 million, $ 752.8 million, and $ 581.4 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The performance obligations identified in vehicle sale arrangements include delivery of the vehicle equipped with an onboard ADAS, the provision of maintenance services, the remarketing activities, and the right to unspecified OTA software updates as they become 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.

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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.

Payments received before the customer obtains control of the vehicle are recorded within other current liabilities in the consolidated balance sheets.

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 returns.

Return rate estimates are based on historical experience and the sales return reserve balance was not material as of December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the Company recorded $ 87.5 million and $ 53.3 million of total deferred revenue from all vehicle sales related to OTA, maintenance services, and remarketing activities for vehicle sales, respectively.

The Company recorded $ 30.0 million and $ 18.5 million of the total deferred revenue within other current liabilities and the remaining $ 57.5 million and $ 34.8 million within other long-term liabilities in the consolidated balance sheets as of December 31, 2025 and 2024, respectively.

Revenue recognized that was included in the deferred revenue at the beginning of the period was not material during the years ended December 31, 2025, 2024, and 2023.

The Company provides a manufacturer’s warranty on all vehicles sold.

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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.

The Company provides a residual value guarantee to its commercial banking partners in connection with their vehicle leasing programs.

Vehicle sales with RVG represented approximately 51 %, 55 %, and 32 % of total revenue during the years ended December 31, 2025, 2024, and 2023, respectively.

Under the vehicle leasing program, the Company does not bear casualty and credit risks during the lease term, and is contractually obligated (or entitled) to share the entire or 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.

The cash collateral is primarily 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.

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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.

The remaining amount of the transaction price is allocated among the 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.

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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.

RVG liability is assessed subsequently for any changes on a quarterly basis.

The Company recorded $ 114.0 million and $ 58.0 million of RVG liabilities as of December 31, 2025 and 2024, respectively, in other current liabilities and other long-term liabilities in the consolidated balance sheets.

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 $ 705.9 million and $ 401.1 million as of December 31, 2025 and 2024, 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.

Vehicle Operating Lease Revenue

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The operating lease revenue was not material for the years ended December 31, 2025, 2024, and 2023.

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.

Sale and Leaseback Transactions

The Company enters into sale and leaseback transactions in which the Company transfers control of vehicles to rental companies and simultaneously leases them back as operating leases.

The Company recognizes revenue related to the vehicles under the arrangement when the rental companies obtain control of the vehicles and separately recognizes the leaseback obligations based on the present value of the future payments to the rental companies within other current liabilities and other long-term liabilities.

The Company also records right-of-use assets which are amortized over the term of the leaseback.

Operating lease expense is recognized on a straight-line basis over the term of the leaseback.

The Company recorded revenue from sale and leaseback transactions of $ 70.9 million during the year ended December 31, 2025.

The revenue from sale and leaseback transactions was not material during the years ended December 31, 2024 and 2023.

Operating lease expenses were not material.

Other consists primarily of revenue from non-warranty after-sales vehicle services and parts, sales of battery pack systems, powertrain kits, retail merchandise, regulatory credits, and sales of non-Lucid vehicles acquired as part of the trade-in program.

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.

This includes credits related to ZEVs and GHG, and CAFE credits.

Regulatory credit revenue totaled $ 96.0 million and $ 30.4 million during the years ended December 31, 2025 and 2024, respectively.

Regulatory credit revenue for the year ended December 31, 2023 was not material.

The revenue from sales of non-Lucid vehicles was not material for the years ended December 31, 2025 and 2024.

There was no revenue from the sales of non-Lucid vehicles for the year ended December 31, 2023.

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.

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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’s regulatory credit sales, 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.

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Vehicle Operating Lease

Depreciation of operating lease vehicles are classified as cost of vehicle operating lease revenue.

Cost of other revenue includes direct parts, material and labor costs, manufacturing overhead, including depreciation of tooling costs, shipping and logistic costs.

Depreciation of operating lease vehicles is classified as cost of vehicle operating lease revenue.

Cost of other revenue includes direct parts, material and labor costs, 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.

8 unchanged sentences

During the year ended December 31, 2024, the Company recorded supplier recovery of $ 50 million.

No supplier recovery was recorded during the years ended December 31, 2025 and 2023.

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.

2 unchanged sentences

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.

The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in provision for (benefit from) 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.

3 unchanged sentences

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 generally 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.

6 unchanged sentences

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.

The performance-based RSUs vest based on the actual achievement of corporate performance goals and/or individual performance.

The RSUs with market conditions vest only if the Company achieves certain market capitalization targets.

Comprehensive Loss

3 unchanged sentences

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 primarily consist of materials, supplies, personnel-related expenses, contractor fees, prototype material, 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, 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.

2 unchanged sentences

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.

Advertising costs were $ 112.2 million, $ 49.8 million, and $ 35.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Restructuring

27 unchanged sentences

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.

The net loss attributable to common stockholders reflects 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.

The diluted net loss attributable to common stockholders reflects the elimination of interest expense and gain on extinguishment of debt for convertible notes, if the impact is dilutive.

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.

Potentially dilutive shares of the 2026 Notes under if-converted method are included in the computation of diluted net loss per share.

For purposes of this calculation, Private Placement Warrants, stock options outstanding, RSUs outstanding, potential shares issued under ESPP, if-converted common shares from convertible notes, 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

1 unchanged sentence

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.

The Company’s Private Placement Warrants are liability-classified instruments because they are not deemed indexed to the Company’s own common stock.

Government Grants

4 unchanged sentences

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):

In December 2023, the FASB issued ASU 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.

This amendment includes disclosures of specific categories in the rate reconciliation, income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and details about federal, state, and foreign tax expense.

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.

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.

The Company adopted ASU 2023-09 prospectively for the fiscal year ended December 31, 2025.

See Note 13 “Income Taxes” for the required disclosures.

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 May 24, 2024, the Company announced 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 completed the 2024 Restructuring Plan during the first quarter of 2025.

During the year ended December 31, 2024, the Company recorded restructuring charges of $ 20.3 million.

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.

1 unchanged sentence

During the year ended December 31, 2023, the Company recorded restructuring charges of $ 24.5 million.

A summary of restructuring liabilities associated with the restructuring plans was as follows (in thousands):

2 unchanged sentences

Restructuring charges excluding non-cash items (1)

21,784 25,989

Cash payments ( 267 ) ( 21,571 )

1 unchanged sentence

(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.

As of December 31, 2025 and 2024, restructuring liabilities associated with the restructuring plans included within other current liabilities in the consolidated balance sheet were nil and immaterial, respectively.

On February 20, 2026, the Company announced a reduction of its current U.S.

See Note 18 “Subsequent Event” for more information.

NOTE 4 – BALANCE SHEETS COMPONENTS

6 unchanged sentences

Total Inventory $ 1,109,529 $ 407,774

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.

Inventory as of December 31, 2025 and 2024 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, used vehicles which the Company intends to sell, and service parts.

During the years ended December 31, 2025, 2024, and 2023, the Company recorded write-downs of $ 815.7 million, $ 617.4 million, and $ 926.9 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”).

While the final scope and application of recently announced changes in trade policy remain uncertain at this time, higher tariffs on imports and subsequent retaliatory tariffs could adversely impact the Company’s financial results.

Property, plant and equipment, net

14 unchanged sentences

Property, plant and equipment, net $ 3,978,132 $ 3,262,612

(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.

(1) As of December 31, 2025 and 2024 , $ 127.5 million of capital expenditure support received from MISA was primarily recorded as a deduction to the AMP-2 building balance.

See Note 2 “Summary of Significant Accounting Policies” and Note 16 “Related Party Transactions” for more information.

12 unchanged sentences

Total construction in progress $ 970,960 $ 672,534

(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.

(1) As of December 31, 2025 and 2024, $ 67.3 million of capital expenditure support received from MISA was recorded primarily as a deduction to the AMP-2 facility construction in progress balance.

See Note 2 “Summary of Significant Accounting Policies” and Note 16 “Related Party Transactions” for more information.

Depreciation and amortization expense was $ 451.2 million, $ 295.3 million, and $ 233.5 million for the years ended December 31, 2025, 2024, and 2023, 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.

The amount of interest capitalized on construction in progress related to significant capital asset constructions was not material for the years ended December 31, 2025, 2024, and 2023, respectively.

Other current liabilities

2 unchanged sentences

Engineering, design, and testing accrual $ 56,237 $ 53,666

Construction in progress 39,043 156,414

Capital expenditures accrual

234,313 39,043

Accrued compensation 155,906 201,880

4 unchanged sentences

Tooling liability 35,138 110,249

Short-term borrowings 126,417 72,533

Operating lease liabilities, current portion 64,171 35,596

1 unchanged sentence

Accrued warranty 58,765 36,752

Accrued interest 29,841 4,049

Deferred revenue (2)

29,950 18,473

Sales incentive accrual 34,626 18,336

RVG liabilities

55,448 17,755

Other current liabilities 245,125 181,523

11 unchanged sentences

$ 582,739 $ 592,314

(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”).

(1) As of December 31, 2025 and 2024, $ 114.8 million and $ 112.7 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.

See Note 16 “Related Party Transactions” for more information.

(2) Included accrued warranty balance of $ 93.4 million and $ 75.7 million as of December 31, 2025 and 2024, respectively.

Accrued warranty

2 unchanged sentences

Accrued warranty - beginning of period $ 112,478 $ 46,076

$ 46,076 $ 22,949

Warranty costs incurred ( 31,265 ) ( 53,941 )

3 unchanged sentences

$ 152,201 $ 112,478

(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.

(1) Provision for warranty for the years ended December 31, 2025 and 2024 included estimated costs related to the recalls identified and 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.

21 unchanged sentences

Subtotal 810,909 3,655 — 814,564 235,750 398,011 180,803

Certificates of deposit 3,998 1 — 3,999 — 3,999 —

Time deposits (1)

65,000 — — 65,000 — 65,000 —

Commercial paper 141,525 25 ( 4 ) 141,546 75,442 66,104 —

Corporate debt securities 471,819 3,442 — 475,261 — 168,082 307,179

1 unchanged sentence

$ 2,109,805 $ 7,097 $ — $ 2,116,902 $ 997,827 $ 631,093 $ 487,982

(1) Included $ 35.0 million of time deposit with GIB in short-term investments and long-term investments.

(1) Included $ 50.0 million of time deposits with GIB in short-term investments.

GIB is a related party of the PIF, which is an affiliate of Ayar.

13 unchanged sentences

Total $ 5,040,152 $ 4,127 $ ( 1,088 ) $ 5,043,191 $ 1,606,865 $ 2,424,103 $ 1,012,223

(1) Included $ 15.0 million and $ 20.0 million of time deposits with GIB in short-term investments and long-term investments, respectively.

See Note 16 “Related Party Transactions” for more information.

During the years ended December 31, 2025, 2024, and 2023, there were immaterial gross realized gains or losses on the sale of available-for-sale securities.

8 unchanged sentences

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.

The Company remeasured the shares and recorded fair values of $ 24.3 million and $ 37.8 million within long-term investments in the consolidated balance sheets as of December 31, 2025 and 2024, 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.

During the years ended December 31, 2025, 2024, and 2023, the Company recognized unrealized losses of $ 15.8 million and $ 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, 2025, 2024, and 2023, the Company also recognized $ 2.3 million of unrealized foreign currency gain, $ 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 expense, net in the consolidated statement of operations and comprehensive loss.

See Note 16 “Related Party Transactions” for more information.

9 unchanged sentences

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

Year Ended December 31, 2025 Year Ended December 31, 2024

Series A Derivative Liability

Series B Derivative Liability

Series A Derivative Liability

Series B Derivative Liability

Fair value-beginning of period $ 408,800 $ 230,625 $ — $ —

3 unchanged sentences

NOTE 6 – DEBT

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 carrying value of the Company’s debt as of December 31, 2025 and 2024 was as follows (in millions):

2025 December 31,

$ 203.7 $ 2,002.2

GIB credit facility

2,718.3 2,128.6

Current portion of debt

( 671.7 ) ( 126.4 )

Debt, net of current portion

$ 2,046.6 $ 2,002.2

Convertible Senior Notes

The Company accounted for the issuances of the 2026 Notes, the 2030 Notes, and the 2031 Notes as single liabilities measured at its respective amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

It determined the fair value of the Convertible Senior Notes based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

The following table sets forth a summary of the 2026 Notes, the 2030 Notes, and the 2031 Notes as of December 31, 2025 and 2024 (in millions):

December 31, 2025

Principal Amount

Unamortized Debt Discounts and Issuance Costs Net Carrying Amount

$ 204.3 $ ( 0.6 ) $ 203.7 $ 189.7

1,100.0 ( 15.8 ) 1,084.2 655.9

975.0 ( 12.6 ) 962.4 775.1

Total convertible senior notes

$ 2,279.3 $ ( 29.0 ) $ 2,250.3 $ 1,620.7

December 31, 2024

Principal Amount

Unamortized Debt Discounts and Issuance Costs Net Carrying Amount

$ 2,012.5 $ ( 10.3 ) $ 2,002.2 $ 1,579.8

The effective interest rate for the 2026 Notes, the 2030 Notes, and the 2031 Notes is 1.5 %, 5.4 %, and 7.3 %, respectively.

The components of interest expense related to the 2026 Notes, the 2030 Notes, and the 2031 Notes were as follows (in millions):

Year Ended December 31,

2025 2024 2023

Contractual interest $ 62.9 $ 25.2 $ 25.2

Amortization of debt discounts and debt issuance costs 5.6 5.2 5.2

Interest expense $ 68.5 $ 30.4 $ 30.4

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 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, 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.

2 unchanged sentences

The proceeds from the issuance of the 2026 Notes were $ 1,986.6 million, net of the issuance discount and debt issuance costs.

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 are unsecured obligations which bear regular interest at 1.25 % per annum and are payable semi-annually 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 2026 Notes are convertible into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 1.8255 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $ 547.80 per share of the Company’s common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events, including a reverse stock split.

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 the Company’s 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.

1 unchanged sentence

• 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;

• 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 the Company’s common stock on such trading day and the conversion rate on such trading day;

• upon the occurrence of specified corporate events;

2 unchanged sentences

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

In April 2025, contemporaneously with the 2030 Notes offering, the Company repurchased $ 1,052.5 million aggregate principal amount of the 2026 Notes, using $ 931.4 million of the net proceeds of the 2030 Notes.

The difference between the consideration paid with the net proceeds from the 2030 Notes to repurchase a portion of the 2026 Notes principal amount and the then carrying value of the 2026 Notes resulted in a gain of $ 116.4 million.

Following the redemption, the Company’s outstanding principal balance of the 2026 Notes was $ 960.0 million.

In November 2025, contemporaneously with the 2031 Notes offering, the Company repurchased $ 755.7 million aggregate principal amount of the 2026 Notes, using $ 748.2 million of the net proceeds of the 2031 Notes.

The difference between the consideration paid with the net proceeds from the 2031 Notes to repurchase a portion of the 2026 Notes principal amount and the then carrying value of the 2026 Notes resulted in a gain of $ 5.4 million.

Following the redemption, the Company’s outstanding principal balance of the 2026 Notes was $ 204.3 million.

The repurchases of the 2026 Notes were accounted for as debt extinguishments.

During the year ended December 31, 2025, the Company recorded a total gain of $ 121.8 million within gain on extinguishment of debt in the consolidated statement of operations and comprehensive loss.

The 2026 Notes were not eligible for conversion as of December 31, 2025 and 2024.

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.

As of December 31, 2025 and 2024, the Company was in compliance with applicable covenants under the indentures governing the 2026 Notes .

2030 Notes and Capped Call Transactions

In April 2025, the Company issued an aggregate of $ 1,100.0 million principal amount of 5.00 % convertible senior notes due in April 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, at an issuance price equal to 100.0 % of the principal amount of the 2030 Notes.

The 2030 Notes were issued pursuant to and are governed by an indenture dated April 8, 2025, between the Company and U.S.

Bank Trust Company, National Association as the trustee.

The proceeds from the issuance of the 2030 Notes were $ 1,081.8 million, net of the debt issuance costs.

Contemporaneously with the 2030 Notes offering, the Company entered into privately negotiated transactions with certain holders of the 2026 Notes to repurchase $ 1,052.5 million aggregate principal amount of the 2026 Notes, using $ 931.4 million of the net proceeds of the 2030 Notes.

The 2030 Notes are unsecured obligations which bear regular interest at 5.00 % per annum and are payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2025.

The 2030 Notes will mature on April 1, 2030, unless repurchased, redeemed, or converted in accordance with their terms prior to such date.

The 2030 Notes are convertible into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 33.3333 shares of the Company’s common stock per $1,000 principal amount of the 2030 Notes, which is equivalent to an initial conversion price of approximately $ 30.00 per share of the Company’s common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events, including a reverse stock split.

The Company may redeem for cash all or any portion of the 2030 Notes, at the Company’s option, on or after April 6, 2028 if the last reported sale price of the Company’s 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 2030 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 2030 Notes upon the occurrence of certain fundamental change transactions at a redemption price equal to 100 % of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date.

Holders of the 2030 Notes may convert all or a portion of their 2030 Notes at their option prior to January 1, 2030, in multiples of $1,000 principal amounts, only under the following circumstances:

• during any calendar quarter commencing after the quarter ended on June 30, 2025 (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 the Company’s common stock on such trading day and the conversion rate on such trading day;

• upon the occurrence of specified corporate events;

• if the Company calls any or all 2030 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 January 1, 2030, the 2030 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 2030 Notes who convert the 2030 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2030 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate.

The 2030 Notes were not eligible for conversion as of December 31, 2025.

No sinking fund is provided for the 2030 Notes, which means that the Company is not required to redeem or retire them periodically.

As of December 31, 2025, the Company was in compliance with applicable covenants under the indentures governing the 2030 Notes.

Capped Call Transactions

In connection with the 2030 Notes offering, the Company paid $ 118.3 million to enter into the Capped Call Transactions with certain financial institutions.

The Capped Call Transactions cover, subject to anti-dilution adjustments, the number of shares of the Company’s common stock initially underlying the 2030 Notes.

The Capped Call Transactions have an expiration date of April 1, 2030.

The Company expects the Capped Call Transactions generally would reduce the potential dilution to the Company’s common stock upon conversion of the notes or offset any cash payments that the Company could be required to make in excess of the principal amount of any converted notes, as the case may be, in the event that the market price per share of Lucid’s common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions.

The initial strike price of the Capped Call Transactions corresponds to the initial conversion price of the 2030 Notes, or approximately $ 30.00 per share of the Company’s common stock.

The initial cap price of the Capped Call Transactions was $ 48.00 per share of the Company’s common stock and is subject to customary anti-dilution adjustments.

The Capped Call Transactions were separate transactions, entered into by the Company with certain financial institutions, and were not part of the terms of the 2030 Notes.

Holders of the 2030 Notes will not have any rights with respect to the Capped Call Transactions.

The Company recorded the Capped Call Transactions as a reduction to additional paid-in capital in the consolidated balance sheet as of December 31, 2025, with no remeasurement in subsequent periods as they meet the conditions for equity classification.

In November 2025, the Company issued an aggregate of $ 975.0 million principal amount of 7.00 % convertible senior notes due in November 2031 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, at an issuance price equal to 100.0 % of the principal amount of the 2031 Notes.

The 2031 Notes were issued pursuant to and are governed by an indenture dated November 17, 2025, between the Company and U.S.

Bank Trust Company, National Association as the trustee.

The proceeds from the issuance of the 2031 Notes were $ 962.2 million, net of the debt issuance costs.

Contemporaneously with the 2031 Notes offering, the Company entered into privately negotiated transactions with certain holders of the 2026 Notes to repurchase $ 755.7 million aggregate principal amount of the 2026 Notes, using $ 748.2 million of the net proceeds of the 2031 Notes.

The 2031 Notes are unsecured obligations which bear regular interest at 7.00 % per annum and are payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2026.

The 2031 Notes will mature on November 1, 2031, unless repurchased, redeemed, or converted in accordance with their terms prior to such date.

The 2031 Notes are convertible into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 48.0475 shares of the Company’s common stock per $1,000 principal amount of the 2031 Notes, which is equivalent to an initial conversion price of approximately $ 20.81 per share of the Company’s common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events, including a reverse stock split.

The Company may redeem for cash all or any portion of the 2031 Notes, at the Company’s option, on or after November 6, 2028 and on or before the 31st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Company’s 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 2031 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 2031 Notes on November 1, 2029 or upon the occurrence of certain fundamental change transactions at a redemption price equal to 100 % of the principal amount of the 2031 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date.

Holders of the 2031 Notes may convert all or a portion of their 2031 Notes at their option prior to August 1, 2031, in multiples of $1,000 principal amounts, only under the following circumstances:

• during any calendar quarter commencing after the quarter ended on March 31, 2026 (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 the Company’s common stock on such trading day and the conversion rate on such trading day;

• upon the occurrence of specified corporate events;

• if the Company calls any or all 2031 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 August 1, 2031, the 2031 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 2031 Notes who convert the 2031 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2031 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate.

The 2031 Notes were not eligible for conversion as of December 31, 2025.

No sinking fund is provided for the 2031 Notes, which means that the Company is not required to redeem or retire them periodically.

As of December 31, 2025, the Company was in compliance with applicable covenants under the indentures governing the 2031 Notes.

Ayar Prepaid Forward Transactions

In connection with the pricing of the 2030 Notes, Ayar entered into a privately negotiated prepaid forward transaction with the Forward Counterparty, pursuant to which Ayar will purchase approximately $ 430.0 million of the Company’s common stock with delivery expected to occur on or about the maturity date for the 2030 Notes, subject to the ability of the Forward Counterparty to elect to settle all or a portion of the prepaid forward transaction early.

In connection with the pricing of the 2031 Notes, Ayar entered into a privately negotiated prepaid forward transaction with the Forward Counterparty, pursuant to which Ayar will purchase approximately $ 636.7 million of the Company’s common stock with delivery expected to occur on or about the maturity date for the 2031 Notes, subject to the ability of the Forward Counterparty to elect to settle all or a portion of the prepaid forward transaction early.

The Company is not a party to the prepaid forward transactions.

In connection with Ayar agreeing to enter into and fund the prepaid forward transactions, the Company has agreed to pay a periodic cash fee to Ayar, which shall initially accrue at a rate of 0.5 % per annum on the amount of prepaid forward transactions and be recalculated to reflect any early settlement of the prepaid forward transactions.

The periodic fee incurred associated with the prepaid forward transactions was not material for the year ended December 31, 2025.

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);

On February 27, 2022, Lucid LLC entered into 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 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.

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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.

The SIDF Loan Agreement also defines customary events of default, including abandonment of or failure to commence operations at the plant in KAEC, and drawdowns under the SIDF Loan Agreement are subject to certain conditions precedent.

As of December 31, 2025 and 2024 , no amount was outstanding under the SIDF Loan Agreement.

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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.

On March 12, 2023, Lucid LLC entered into the 2023 Amended GIB Facility Agreement to combine the two committed revolving credit facilities 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 Facility Agreement had a maturity of no more than 12 months and bore interest at a rate of 1.40 % per annum over SAIBOR (based on the term of borrowing) and associated fees.

Under the 2023 Amended GIB Facility Agreement, the Company was required to pay a quarterly commitment fee of 0.15 % per annum based on the unutilized portion of the 2023 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 $ 506.6 million).

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.

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.

Commitments under the 2025 GIB Credit Facility will terminate, and all amounts then outstanding thereunder would become payable, on the maturity date of the 2025 GIB Credit Facility.

The commitment fees for the years ended December 31, 2025, 2024, and 2023 were not material.

The 2025 GIB Credit Facility contains certain conditions precedent to drawdowns, representations and warranties and covenants of Lucid LLC and events of default.

As of December 31, 2025 and 2024, the Company had outstanding borrowings of SAR 1,755.0 million (approximately $ 468.0 million) and SAR 475.0 million (approximately $ 126.4 million), respectively.

The outstanding borrowings were recorded within current portion of debt in the consolidated balance sheets.

The weighted average interest rate on the outstanding borrowings was 6.44 % and 7.04 % as of December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, availability under the GIB credit facility was SAR 143.5 million (approximately $ 38.3 million) and SAR 523.2 million (approximately $ 139.2 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.

The Company recorded interest expense of SAR 66.9 million (approximately $ 17.8 million), SAR 18.4 million (approximately $ 4.9 million), and SAR 8.1 million (approximately $ 2.2 million) during the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025 and 2024, the Company was in compliance with applicable covenants under the GIB credit facility.

ABL Credit Facility

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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.

Commitment fee and amortization of the deferred issuance costs were $ 3.6 million for the year ended December 31, 2025 and $ 3.7 million for the years ended December 31, 2024 and 2023.

DDTL Credit Facility

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Borrowings under the DDTL Credit Facility bear interest at the applicable interest rates specified in the credit agreement governing the DDTL Credit Facility.

In November 2025, the Company increased the aggregate principal amount of the DDTL Credit Facility from $ 750.0 million to $ 1.98 billion.

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.

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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.

As of December 31, 2025 and 2024, the Company was in compliance with applicable covenants under the DDTL Credit Facility.

As of December 31, 2025 and 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 during the year ended December 31, 2024, 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 incurred issuance costs of $ 9.2 million to increase the aggregate delayed draw term commitment of the DDTL Credit Facility during the year ended December 31, 2025, which was capitalized within other noncurrent assets in the consolidated balance sheet and amortized over the remaining term of the facility using the straight-line method.

Commitment fee and amortization of the deferred issuance costs were $ 6.4 million and $ 2.1 million for the years ended December 31, 2025 and 2024, respectively.

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.

On July 23, 2021, in connection with the Merger, the Company effectively issued 44,350,000 Private Placement Warrants.

Following the Reverse Stock Split, every ten Private Placement Warrants may be exercised to purchase one share of the Company’s common stock for an aggregate exercise price of $ 115.00 .

The Private Placement Warrants were initially recorded as long-term liabilities in the consolidated balance sheets at a fair value of $ 812.0 million, and were remeasured to a fair value of $ 19.5 million as of December 31, 2024.

The Private Placement Warrants remained unexercised and were remeasured to a fair value of nil as of December 31, 2025.

The Company recognized gains of $ 19.5 million, $ 34.2 million, and $ 86.9 million for the years ended December 31, 2025, 2024, and 2023, respectively, in the consolidated statements of operations and comprehensive loss.

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:

The fair value of the Private Placement Warrants that is not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and was as follows:

December 31, 2025 December 31, 2024

Fair value of Private Placement Warrants per share

Fair value of Private Placement Warrants per share of common stock

$ 0.00 $ 4.38

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 volatility is 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.

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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.

The shares of the Series A Redeemable Convertible Preferred Stock and the Series B Redeemable Convertible Preferred Stock were issued pursuant to the Certificate of Designations.

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.

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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.

As of December 31, 2025 and 2024, the liquidation preference of the Series A Redeemable Convertible Preferred Stock was $ 1,350.4 million and $ 1,138.8 million, respectively.

As of December 31, 2025 and 2024, the liquidation preference of the Series B Redeemable Convertible Preferred Stock was $ 949.2 million and $ 800.4 million, respectively.

Voting Rights:

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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.

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 a 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.

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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 also recorded the Series B Redeemable Convertible Preferred 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 recorded accretion of $ 609.6 million and $ 229.5 million related to the Series A Redeemable Convertible Preferred Stock during the years ended December 31, 2025 and 2024, respectively.

The Company recorded accretion of $ 374.0 million and $ 118.1 million related to the Series B Redeemable Convertible Preferred Stock during the years ended December 31, 2025 and 2024, respectively.

Accretion of the Redeemable Convertible Preferred Stock was reflected as adjustments to additional paid-in capital in the consolidated balance sheets as of December 31, 2025 and 2024.

The carrying value of the Series A Redeemable Convertible Preferred Stock was $ 1,339.6 million and $ 730.0 million as of December 31, 2025 and 2024, respectively.

The carrying value of the Series B Redeemable Convertible Preferred Stock was $ 943.8 million and $ 569.8 million as of December 31, 2025 and 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.

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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.

As of December 31, 2025 and 2024, the Company remeasured the derivative liabilities for the Redeemable Convertible Preferred Stock to fair value of $ 16.2 million and $ 639.4 million, comprising of $ 10.8 million and $ 408.8 million related to Series A Redeemable Convertible Preferred Stock and $ 5.4 million and $ 230.6 million related to Series B Redeemable Convertible Preferred Stock, respectively.

The Company recognized gains of $ 623.2 million and $ 155.4 million for the years ended December 31, 2025 and 2024, respectively, 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.

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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

December 31, 2025 December 31, 2024

Derivative Liability

40.0 % 40.0 % 40.0 % 40.0 %

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Term (in years)

3.2 3.6 4.2 4.6

Risk-free rate

3.5 % 3.6 % 4.3 % 4.4 %

NOTE 9 – STOCKHOLDERS’ EQUITY

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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.

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.

As of December 31, 2025 and 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.

On May 31, 2023, the Company entered into the 2023 Underwriting Agreement with the Underwriter, under which the Underwriter agreed to purchase 17,354,495 shares of the Company’s common stock at a price per share of $ 68.30 , for aggregate net proceeds to the Company of $ 1.2 billion.

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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 $ 25.91 , for aggregate net proceeds of $ 1,025.7 million after deducting issuance costs of $ 0.8 million.

On July 16, 2025, the Company entered into the VPA with Uber and the 2025 Subscription Agreement with SMB, a subsidiary of Uber.

Under the VPA, Uber and its designated fleet operators have agreed to purchase a minimum commitment of 20,000 (the “Minimum Quantity Guarantee”) Lucid Gravity vehicles that have been modified to include certain autonomous driving hardware and other features (the “Lucid Gravity Plus vehicles”).

Under the 2025 Subscription Agreement, the Company agreed to issue and SMB agreed to purchase, in a private placement, the Company’s common stock equal to (i) $ 300.0 million in cash divided by (ii) an amount equal to the arithmetic average of the daily volume-weighted average price of the common stock over a period of 30 consecutive trading days ending on, and including, July 15, 2025.

The Company also consummated the private placement of shares to SMB and issued 13,715,121 shares at a price per share of $ 21.87 , for aggregate net proceeds of $ 299.7 million after deducting issuance costs of $ 0.3 million in September 2025.

The shares of common stock sold to SMB pursuant to the 2025 Subscription Agreement were sold based upon reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act.

SMB may not transfer the shares of common stock acquired under the 2025 Subscription Agreement for a period of 18 -months after the closing of the private placement.

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.

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Shares available for future grants under equity plans 3,431,856

If-converted common shares from convertible note 36,737,785

If-converted common shares from 2026 Notes

If-converted common shares from 2030 Notes

If-converted common shares from 2031 Notes

If-converted common shares from Series A redeemable convertible preferred stock

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2,689,410 $ 18.37 4.36 $ 48,886

Options granted

Options exercised

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1,936,956 $ 16.85 3.94 $ 2,918

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.

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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:

2024 December 31,

85.0 % 83.9 %

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As of December 31, 2025, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $ 2.9 million and expected to be recognized over a weighted-average period of 1.6 years.

Restricted Stock Units (“RSUs”)

A summary of RSUs activity for the year ended December 31, 2025 was as follows:

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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 Company granted 1,383,475 shares of the time-based RSUs to the former CEO that would vest in sixteen equal quarterly installments, beginning on December 5, 2021, and were 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.

The remaining RSUs would be satisfied in equal quarterly installments thereafter, subject to continuous employment.

The Company recognized 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.

For the years ended December 31, 2025, 2024, and 2023, the Company withheld approximately 143,138 , 190,574 , and 186,729 shares, respectively, of common stock by net settlement to meet the related tax withholding requirements related to the former CEO’s time-based RSUs.

In February 2025, the Company announced the former CEO’s resignation and transition.

In connection with this transition, the Company recorded a reversal of $ 41.6 million related to previously recognized stock-based compensation expenses for his unvested time-based RSUs.

As of December 31, 2025, there were no unrecognized stock-based compensation expenses related to the time-based RSUs.

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.

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The total fair value of time-based RSUs vested during the years ended December 31, 2025, 2024, and 2023 was $ 146.7 million, $ 140.8 million, and $ 121.1 million, respectively.

In 2021, the Company granted performance-based RSUs to the former CEO and they are subject to performance and market conditions.

In 2021, the Company granted performance-based RSUs to the former CEO and they were 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 market conditions would 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 had 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:

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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.

The Company recognized 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 was recognized when the relevant performance condition was 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 1,393,428 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 209,014 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, 2025, 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.

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 Company granted performance-based RSUs to certain employees and they are subject to (i) corporate performance conditions and 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.

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 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.

During the years ended December 31, 2025, 2024, and 2023, the Company recorded stock-based compensation expenses of $ 22.8 million, $ 26.1 million, and $ 7.9 million, respectively, related to these performance-based RSUs.

The total fair value of these performance-based RSUs vested during the years ended December 31, 2025, 2024, and 2023 was $ 13.9 million, $ 5.3 million, and nil , respectively.

As of December 31, 2025, the unamortized expense for the performance-based RSUs was $ 22.8 million, which will be recognized over a weighted-average period of 1.2 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.

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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.

There was one ESPP reset during the year ended December 31, 2025, and two ESPP resets during the years ended December 31, 2024 and 2023, which resulted in modification charges of $ 14.3 million, $ 17.8 million, and $ 23.2 million, respectively, which are being recognized until the new offering period ending in November 2027.

The Company issued 1,559,456 , 897,646 , and 474,887 shares at a weighted-average price of $ 14.63 , $ 21.40 , and $ 50.19 for the years ended December 31, 2025, 2024, and 2023, respectively.

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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):

The Company recorded $ 31.7 million of sales proceeds received as a financial liability within other current liabilities in the consolidated balance sheet as of December 31, 2025 and within other long-term liabilities in the consolidated balance sheet as of December 31, 2024.

The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s consolidated balance sheets (in thousands):

2025 December 31,

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Property, plant and equipment, net (1)

$ 185,721 $ 82,823

Total finance lease assets $ 185,721 $ 82,823

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Total finance lease liabilities (1)

$ 188,781 $ 82,884

(1) As of December 31, 2025, the Company recorded $ 95.3 million of finance lease assets and $ 98.9 million of finance lease liabilities related to certain facility leases assumed in connection with the assets acquisition from Nikola Corporation.

The components of lease expense were as follows within the Company’s consolidated statements of operations and comprehensive loss (in thousands):

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Year Ended December 31,

2025 2024 2023

Cash paid for amounts included in the measurement of lease liabilities:

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Long-term portion of lease obligations $ 225,434 $ 104,559

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.

As of December 31, 2025, the Company entered into additional leases for facilities that have not yet commenced with undiscounted future lease payments of $ 27.8 million.

The leases are expected to commence in 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.

As of December 31, 2025 and 2024, the Company had $ 0.9 billion and $ 1.0 billion 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, 2025 and 2024.

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):

As of December 31, 2025, pursuant to the terms of agreements the Company entered into in connection with the supply of lithium-ion battery cells, the Company had remaining minimum purchase commitments of an aggregate of approximately $ 2.56 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 as of December 31, 2025 were as follows (in thousands):

Years ended December 31,

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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.

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.

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.

Lucid Group, Inc., et al.

3:22-cv-02094-JD, and Anant Goel v.

Lucid Group, Inc., et al.

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.

On April 1, 2022, and May 31, 2022, two alleged shareholders filed putative class actions under the federal securities laws in the United States District Court for the Northern District of California against the Company and certain officers of the Company relating to alleged statements, updated projections and guidance provided from late 2021 to early 2022.

The two matters were consolidated as In re Lucid Group, Inc.

Securities Litigation.

The consolidated complaint named the Company and the Company’s former chief executive officer and former chief financial officer as defendants, 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.

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.

On August 8, 2024, the Court granted in part and denied in part the motion to dismiss.

On September 20, 2024, Plaintiffs filed an amended consolidated complaint, which named the Company and its former chief executive officer as defendants.

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.

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.

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.

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.

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.

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.

District Court for the Northern District of California, Case No.:

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.

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.

On May 22, 2025, the court issued a ruling granting in part and denying in part the defendants’ motion to dismiss.

On July 10, 2025, the court issued a Case Management Scheduling Order.

On July 25, 2025, Defendants filed an Answer to Plaintiffs’ Amended Compliant.

The parties are currently engaged in discovery in this litigation.

Nine purported shareholders have filed derivative cases in various courts putatively on behalf of the Company against certain of the Company’s current and former directors based on allegations similar to those in the In re Lucid Group, Inc.

Securities Litigation action.

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.

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.

These cases raise claims such as a breach of fiduciary duty, unjust enrichment, waste of corporate assets, and aiding and abetting a breach of fiduciary duty.

On July 11, 2022, a derivative case raising such claims was filed in the Superior Court of California, Alameda County, and is currently stayed.

Between September 2024 and December 2024, three other derivative lawsuits were filed in the Delaware Court of Chancery raising similar claims.

Two were consolidated into a single action.

On January 29, 2025, February 7, 2025 and August 6, 2025, three other derivative lawsuits were filed in the Northern District of California also raising similar claims.

The court has granted the parties stipulation to consolidate and stay the cases.

Between February 28, 2025, and March 7, 2025, two other derivative lawsuits raising similar claims were also filed in the United States District Court for the District of Delaware.

They were consolidated into a single action and are currently stayed.

While we have registered and applied for trademarks in an effort to protect our brand and goodwill with customers, competitors or other third parties have previously opposed, currently oppose, and may continue to 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.”

In addition, we may lose our trademark or be unable to submit specimens of use by the applicable deadline to perfect such trademark rights.

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.

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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):

The components of loss before provision for (benefit from) income taxes for the years ended December 31, 2025, 2024, and 2023, were as follows (in thousands):

Year Ended December 31,

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( 6,698 ) ( 13,004 ) ( 1,574 )

Loss before provision for income taxes

Loss before provision for (benefit from) income taxes

$ ( 2,700,384 ) $ ( 2,712,743 ) $ ( 2,827,394 )

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):

The Company recorded provision for (benefit from) income taxes in connection with its domestic, state, and foreign subsidiaries for the years ended December 31, 2025, 2024, and 2023, respectively, as follows (in thousands):

Year Ended December 31,

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$ ( 5,230 ) $ ( 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:

Total provision for (benefit from) income taxes

$ ( 2,333 ) $ 1,199 $ 1,026

The reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09 was as follows (in thousands, except percent data):

Year Ended December 31, 2025

federal statutory tax rate

$ ( 567,080 ) 21.0 %

Statutory federal income tax rate 21.0 % 21.0 % 21.0 %

State income taxes, net of federal income tax effect (1)

Foreign tax effects

Effect of cross-border tax laws

3,035 ( 0.1 )

( 45,625 ) 1.7

Changes in valuation allowances

717,016 ( 26.5 )

Nontaxable or nondeductible items

Tax effects of stock-based compensation (2)

32,859 ( 1.2 )

Derivative liability fair value adjustment

( 130,926 ) 4.8

Other nontaxable or nondeductible items

( 10,765 ) 0.4

Effective tax rate

$ ( 2,333 ) 0.1 %

(1) State income taxes in Florida and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.

stock-based compensation includes nondeductible costs, windfall and shortfall tax benefits, and executive compensation.

The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:

Year Ended December 31,

federal statutory tax rate

21.0 % 21.0 %

Stock-based compensation ( 1.6 ) ( 1.5 )

Change in fair value of warrant liability 1.5 0.6

Tax-exempt interest — — 0.4

Nondeductible expenses 0.6 ( 1.5 )

1 unchanged sentence

Change in valuation allowance ( 22.7 ) ( 19.3 )

Provision for income taxes

The amount of provision for income taxes differs from the expected benefit due to the impact of the U.S.

Effective tax rate

The amount of provision for (benefit from) 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.

4 unchanged sentences

Tax credit carryforwards 310,041 192,810

Stock-based compensation expense 7,347 12,322

Capitalization of research and development costs 33,154 443,311

Accruals and reserves 299,415 232,487

Lease liability

401,809 461,127

461,127 271,784

Other 177,489 152,886

20 unchanged sentences

The valuation allowance for deferred tax assets was $ 3,877.6 million and $ 2,904.9 million, as of December 31, 2025 and 2024, 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 valuation allowance on the Company’s net deferred taxes increased by $ 972.7 million and $ 767.0 million during the years ended December 31, 2025 and 2024, respectively.

The Company had federal, state, and foreign net operating loss carryforwards of $ 10,833.3 million, $ 7,797.6 million, and $ 44.3 million, respectively, as of December 31, 2025, which will begin to expire at various dates beginning in 2027.

1 unchanged sentence

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 state research and development tax credit carryforwards do not have an expiration date.

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.

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”).

4 unchanged sentences

federal research and development tax credit carryforwards.

On July 4, 2025, the OBBBA was signed into law, introducing significant changes to the U.S.

federal income tax code.

The OBBBA included provisions that allow for the immediate expensing of domestic research and development expenses and certain capital expenditures, as well as other changes related to the U.S.

taxation of profits derived from foreign operations.

The Company is electing to fully amortize its previously capitalized domestic research and development expenses in the current year.

Due to the Company’s full valuation allowance on its U.S.

deferred tax assets, the net tax impact of the legislation is immaterial.

Income Tax Payments

The Company paid income taxes (net of refunds received) of $ 4.5 million during the year ended December 31, 2025, which were primarily related to Netherlands and Kingdom of Saudi Arabia.

Uncertain Tax Positions

1 unchanged sentence

2025 2024 2023

Unrecognized benefit—beginning of period $ 140,767 $ 105,234 $ 72,330

Unrecognized tax benefits—beginning of period

$ 38,523 $ 140,767 $ 105,234

Gross increases—prior-period tax positions 5,166 — 539

3 unchanged sentences

Statute lapse ( 25 ) ( 83 ) —

Unrecognized benefit—end of period $ 38,523 $ 140,767 $ 105,234

Unrecognized tax benefits—end of period

$ 55,374 $ 38,523 $ 140,767

As of December 31, 2025, 2024 and 2023, the total amount of unrecognized tax benefits was $ 55.4 million, $ 38.5 million, and $ 140.8 million, respectively, of which $ 0.9 million, $ 0.9 million, and $ 1.1 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.

Related to the unrecognized tax benefits above, the interest expense and penalty expense recognized as part of provision for (benefit from) income taxes in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025, 2024, and 2023 were not material.

As of December 31, 2025 and 2024, the Company recorded immaterial liability for interest expense and penalties, which was included within other long-term liabilities in the consolidated balance sheets.

8 unchanged sentences

Accretion of redeemable convertible preferred stock (related party) ( 983,648 ) ( 347,610 ) —

( 347,610 ) — —

Net loss attributable to common stockholders, basic ( 3,681,699 ) ( 3,061,552 ) ( 2,828,420 )

Change in fair value of dilutive warrants — — ( 1,254,218 )

Interest expense on 2026 Notes 14,309 — —

Gain on extinguishment of debt ( 121,765 ) — —

Net loss attributable to common stockholders, diluted $ ( 3,789,155 ) $ ( 3,061,552 ) $ ( 2,828,420 )

Weighted-average shares outstanding, basic 311,680,046 244,517,654 208,177,262

Private Placement Warrants using the treasury stock method

— — 14,912,529

Dilutive effect of 2026 Notes, using if-converted method 1,720,090 — —

Weighted-average shares outstanding, diluted 313,400,136 244,517,654 208,177,262

8 unchanged sentences

Employee stock purchase plan 5,580,286 2,542,538 1,411,193

If-converted common shares from convertible note 36,737,785 36,737,785 36,737,785

If-converted common shares from 2026 Notes

372,950 3,673,819 3,673,819

If-converted common shares from 2030 Notes

36,666,630 — —

If-converted common shares from 2031 Notes

46,846,313 — —

If-converted common shares from Series A redeemable convertible preferred stock 32,526,595 29,756,739 —

1 unchanged sentence

Total 166,062,662 70,506,414 18,523,592

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.

The Capped Call Transactions were also excluded from the computation of diluted net loss per share as they would be anti-dilutive.

The 1,738,417 , 697,953 , and 688,091 shares of common stock equivalents subject to RSUs were 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, 2025, 2024, and 2023, respectively.

NOTE 15 - EMPLOYEE BENEFIT PLAN

2 unchanged sentences

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.

The matching contribution expense under the Company’s 401(k) Plan was not material for the years ended December 31, 2025 and 2024, and nil for the year ended December 31, 2023.

NOTE 16 - RELATED PARTY TRANSACTIONS

8 unchanged sentences

The right-of-use asset related to this lease was $ 1.7 million and $ 2.0 million as of December 31, 2025 and 2024, 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 liability was $ 2.4 million as of December 31, 2025 and 2024, respectively.

The right-of-use asset and lease liability were recorded in right-of-use assets and primarily in other long-term liabilities in the consolidated balance sheets, respectively.

The lease expense recorded for the years ended December 31, 2025, 2024, and 2023 was immaterial.

12 unchanged sentences

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.

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.

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.

During the year ended December 31, 2025, there were no further deductions to the carrying value of the related assets in the consolidated balance sheet.

There were no unfulfilled conditions and contingencies attached to the payments received.

3 unchanged sentences

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.

In March 2023, Lucid LLC entered into the 2023 Amended GIB Facility Agreement to combine the two committed revolving credit facilities into a committed SAR 1.0 billion (approximately $ 266.1 million) 2023 GIB Credit Facility which may be used for general corporate purposes.

In February 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 $ 506.6 million).

Loans under the 2025 GIB Credit Facility may be used for general corporate purposes.

See Note 6 “Debt” for more information.

2 unchanged sentences

The capital expenditures incurred to date under these agreements were SAR 2,147.8 million (approximately $ 572.7 million) and SAR 865.2 million (approximately $ 230.3 million) as of December 31, 2025 and 2024, 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.

Amounts due to Al Bawani under these agreements was SAR 306.0 million (approximately $ 81.6 million) as of December 31, 2025 and was recorded within other current liabilities in the consolidated balance sheet.

Net advance payments made to Al Bawani under these agreements was 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.

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 May 2023, the Company entered into the 2023 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 26,569,370 shares of common stock at a price per share of $ 68.30 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.

5 unchanged sentences

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.

In October 2024, the Company entered into the 2024 Subscription Agreement, pursuant to which Ayar agreed to purchase from the Company 37,471,793 shares of common stock in a private placement.

In addition, Ayar agreed to purchase an additional 2,147,045 shares of 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 $ 25.91 , 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.

Common stock acquired by Ayar under the 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, which governs the registration for resale of such common stock and the Redeemable Convertible Preferred Stock.

Human Resources Development Fund (“HRDF”) Joint Cooperation Agreements

In March 2023 and July 2025, Lucid LLC entered into joint cooperation agreements with HRDF, a related party of the PIF, which is an affiliate of Ayar.

Pursuant to the agreements, Lucid LLC will train and develop local personnel in Saudi Arabia, and HRDF agreed to reimburse the Company training related costs in aggregate maximum amounts of SAR 29.3 million (approximately $ 7.8 million) and SAR 24.7 million (approximately $ 6.6 million), respectively.

The Company received payments of SAR 10.9 million (approximately $ 2.9 million), SAR 10.9 million (approximately $ 2.9 million), and SAR 8.8 million (approximately $ 2.3 million) in cash during the years ended December 31, 2025, 2024, and 2023, respectively.

The deferred liability was nil as of December 31, 2025 and 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.

The deduction recorded to operating expenses in the consolidated statement of operations and comprehensive loss was not material for the years ended December 31, 2025, 2024, and 2023.

EV Purchase Agreement

1 unchanged sentence

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.

Pursuant to the terms of the EV Purchase Agreement, 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 Company recognized net vehicle sales amount of SAR 540.2 million (approximately $ 144.0 million), SAR 654.6 million (approximately $ 174.2 million), and SAR 163.9 million (approximately $ 43.7 million) during the years ended December 31, 2025, 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.

3 unchanged sentences

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.

In June 2023, the Company entered into 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, 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 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.

As of December 31, 2025 and 2024, the Company remeasured the shares and recorded fair values of $ 24.3 million and $ 37.8 million within long-term investments in the consolidated balance sheets, respectively.

The Company will receive the remaining cash payments of $ 99 million phased over a period of three years .

Aston Martin has also committed to an effective minimum spend with the Company on powertrain components of $ 225 million.

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, 2025.

The accounts receivable recorded in the consolidated balance sheet as of December 31, 2024 was immaterial .

As of December 31, 2025, the Company recorded accounts receivable of $ 2.8 million.

There were immaterial accounts receivable as of December 31, 2024.

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, 2025 and 2024, the Company recorded $ 114.8 million and $ 112.7 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.

In November 2025, the Company increased the aggregate principal amount of the DDTL Credit Facility from $ 750.0 million to $ 1.98 billion.

See Note 6 “Debt” for more information.

1 unchanged sentence

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.

As of December 31, 2025 and 2024, the Company recorded time deposit balance of $ 50.0 million and $ 15.0 million within short-term investments, and nil and $ 20.0 million within long-term investments in the consolidated balance sheets, respectively.

See Note 5 “Fair Value Measurements and Financial Instruments” for more information.

Ayar Prepaid Forward Transactions

The periodic fee incurred associated with the prepaid forward transaction was not material for the year ended December 31, 2025.

See Note 6 “Debt” for more information.

The periodic fee incurred associated with the prepaid forward transaction was not material for the year ended December 31, 2025.

See Note 6 “Debt” for more information.

NOTE 17 - SEGMENT REPORTING

1 unchanged sentence

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 Company derives segment revenue primarily from the sale of EVs 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.

2 unchanged sentences

Year Ended December 31,

2025 2024 2023

North America (1)

7 unchanged sentences

(1) United States revenue was $ 1,142.4 million, $ 587.3 million, and $ 511.3 million for the years ended December 31, 2025, 2024, and 2023, 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.

(2) Kingdom of Saudi Arabia revenue was $ 161.8 million and $ 191.1 million for the years ended December 31, 2025 and 2024.

Middle East represented revenue from Kingdom of Saudi Arabia for the year ended December 31, 2023.

19 unchanged sentences

Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party)

623,225 155,350 —

Gain on extinguishment of debt

Interest income

2 unchanged sentences

( 95,101 ) ( 32,923 ) ( 24,915 )

Other income (expense), net

Other expense, net

( 8,692 ) ( 18,469 ) ( 90 )

Provision for income taxes

Benefit from (provision for) income taxes

2,333 ( 1,199 ) ( 1,026 )

11 unchanged sentences

$ 4,220,106 $ 3,474,498

(1) Kingdom of Saudi Arabia long-lived assets balance was $ 658.6 million as of December 31, 2025.

No individual foreign country had more than 10% of the total long-lived assets balance as of December 31, 2024.

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

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.

In connection with the preparation of the consolidated financial statements for the year ended December 31, 2025, the Company evaluated subsequent event and concluded there were no subsequent event that required recognition in the consolidated financial statements.

On February 20, 2026, the Company announced a reduction of its current U.S.

workforce that intended to align with its long-term operating goals as it focuses on the start of production of its Midsize platform, expansion into the robotaxi market and development of ADAS technologies, as well as the sale and distribution of its current models in existing and new geographies.

The Company expects to substantially complete the Plan by the end of the second quarter of 2026, subject to local law and consultation requirements.

As a result of the Plan, the Company expects to incur total restructuring charges of approximately $ 40 million to $ 42 million, primarily related to severance payments, employee benefits, and employee transition.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

1 unchanged sentence

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data