What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-25 · 57 added, 48 removed, 217 unchanged (33% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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

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

Based on their evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2025, our disclosure controls and procedures are designed to, and are effective to, provide reasonable assurance that the information we are required to disclose in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles in the United States (“U.S.

Our management, under the supervision of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

15 unchanged sentences

Under this policy, directors, officers and other employees and contractors of the Company and its subsidiaries and other persons who may have access to material nonpublic information are prohibited from engaging in certain transactions relating to Company securities.

The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached as Exhibit 19.1 to our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025.

Executive Compensation.

19 unchanged sentences

8-K 001-39408 April 25, 2023

3.2 Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation, dated August 29, 2025

8-K 001-39408 September 2, 2025 3.1

Second Amended and Restated Bylaws

9 unchanged sentences

8-K 001-39408 December 14, 2021 4.1

4.5 Indenture, dated as of April 8, 2025, between Lucid Group, Inc.

Bank Trust Company, National Association, as trustee.

8-K 001-39408 April 8, 2025 4.1

4.6 Indenture, dated as of November 17, 2025, between Lucid Group, Inc.

Bank Trust Company, National Association, as trustee.

8-K 001-39408 November 17, 2025 4.1

Form of certificate representing the 1.25% Convertible Senior Notes due 2026

6 unchanged sentences

Description of Registrant’s Securities

February 28, 2022 4.6

Form of Indemnification Agreement

34 unchanged sentences

5 to the Investor Rights Agreement, dated October 16, 2024, between Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto

10-K 001-39408 February 25, 2025

10.15 Amendment No.

6 to the Investor Rights Agreement, dated November 11, 2025, between Lucid Group, Inc.

and Ayar Third Investment Company.

8-K 001-39408 November 17, 2025 10.1

10.16 Form of Subscription Agreement

13 unchanged sentences

S-4 333-254543 March 22, 2021 10.7

2009 Share Plan

S-4 333-254543 March 22, 2021 10.8

Form of Amended and Restated Notice of Share Option Grant under the Atieva, Inc.

2009 Share Plan

S-4 333-254543 March 22, 2021 10.9

2014 Share Plan, as amended January 11, 2021

17 unchanged sentences

S-4 333-254543 March 22, 2021 10.16

Lease by and between CADC Partners, LLC and Atieva USA, Inc., dated January 17, 2020

S-4 333-254543 March 22, 2021 10.19

Transaction Bonus Letter Agreement, dated March 29, 2021

S-4/A 333-254543 May 14, 2021 10.23

Notice of Restricted Stock Unit Grant, dated March 27, 2021

2 unchanged sentences

10-K 001-39408 February 28, 2022 10.27

Offer of Promotion to Gagan Dhingra, dated January 27, 2025

10-K 001-39408 February 25, 2025 10.36

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

10-K 001-39408 February 27, 2024

Separation Agreement between Lucid Group, Inc.

and Michael Bell, dated May 5 , 2024

Offer of Promotion to Marc Winterhoff, dated February 21, 2025

10-Q 001-39408 May 6, 2025 10.3

Offer of Employment to Taoufiq Boussaid, dated November 15, 2024

Offer of Promotion to Gagan Dhingra, dated January 27, 2025

001-39408 February 25, 2025 10.35

Amendment to Offer of Employment to Taoufiq Boussaid, dated January 20, 2026

8-K 001-39408 January 23, 2026 10.1

Transition Agreement between Lucid Group, Inc.

and Peter Rawlinson , dated February 21 , 2025

10-Q 001-39408 May 6, 2025 10.2

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

12 unchanged sentences

8-K 001-39408 August 5, 2024 10.2

10.44 Amendment No.

1 to Credit Agreement, dated November 4, 2025, among Lucid Group, Inc., and Ayar Third Investment Company, as the sole lender and administrative agent

8-K 001-39408 November 5, 2025 10.1

10.45 Facilities Letter, entered into as of April 29, 2022, between Lucid LLC and Gulf International Bank Saudi Arabia (English version only)

10-Q 001-39408 August 3, 2022 10.2

10.46 Amendment to the Credit Facility Agreement , entered into on February 2 4 , 202 5 between Lucid LLC and Gulf International Bank Saudi Arabia (English version only)

10-Q 001-39408 May 6, 2025

10.47 Amendment to the Credit Facility Agreement, entered into on March 12 , 202 3 between Lucid LLC and Gulf International Bank Saudi Arabia (English version only)

10-Q 001-39408 May 8, 2023

10.48 Lease and Option to Purchase between Pinal County, as landlord, and Lucid USA, Inc., as tenant, dated August 10, 2022

10-Q 001-39408 November 8, 2022 10.1

Subscription Agreement, dated November 8, 2022, between Lucid Group, Inc.

and Ayar Third Investment Company

8-K 001-39408 November 8, 2022 10.1

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

and Ayar Third Investment Company

8-K 001-39408 June 5, 2023 10.1

10.49 Subscription Agreement, dated March 24, 2024, between Lucid Group, Inc.

4 unchanged sentences

8-K 001-39408 August 5, 2024 10.1

Subscription Agreement, dated October 16, 2024, between Lucid Group, Inc.

and Ayar Third Investment Company

8-K 001-39408 October 18, 2024 10.1

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

10-Q 001-39408 May 8, 2023 10.1

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

2 unchanged sentences

10-Q 001-39408 November 7, 2023 10.1

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

and Panasonic Energy Co., Ltd.

001-39408 February 28, 2023

Production Pricing Agreement, effective as of October 1, 202 4 , by and between Lucid USA, Inc.

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

001-39408 November 7, 2024

Production Pricing Agreement, effective as of October 1, 2024 , by and between Lucid USA, Inc.

and Panasonic Energy Corporation of North America

001-39408 November 7, 2024

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

001-39408 February 28, 2023

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

001-39408 February 28, 2023

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

February 27, 2024

10.54 Form of Capped Call Confirmation.

8-K 001-39408 April 8, 2025 10.1

10.55#* Vehicle Production Agreement, dated July 16, 2025, by and between Lucid Group, Inc.

and Uber Technologies, Inc.

8-K 001-39408 July 17, 2025 10.1

10.56 Subscription Agreement, dated July 16, 2025, by and between Lucid Group, Inc.

and SMB Holding Corporation.

8-K 001-39408 July 17, 2025 10.2

10.57 First Amendment to Subscription Agreement, dated September 2, 2025, by and between Lucid Group, Inc.

and SMB Holding Corporation

10-Q 001-39408 November 5, 2025 10.3

19.1 Lucid Group, Inc.

Insider Trading Policy

001-39408 February 25, 2025 19.1

21.1 List of Significant Subsidiaries of Lucid Group, Inc.

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

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

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

16 unchanged sentences

# Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

* Schedules have been redacted in accordance with Item 601(a)(5) of Regulation S-K.

Form 10-K Summary.

2 unchanged sentences

February 24, 2026

/s/ Gagan Dhingra

Gagan Dhingra

Interim Chief Financial Officer

/s/ Taoufiq Boussaid

Taoufiq Boussaid

Chief Financial Officer

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

4 unchanged sentences

February 24, 2026

/s/ Taoufiq Boussaid

Taoufiq Boussaid

Chief Financial Officer (Principal Financial Officer)

February 24, 2026

/s/ Gagan Dhingra

Gagan Dhingra

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

Principal Accounting Officer

February 24, 2026

2 unchanged sentences

February 24, 2026

/s/ Douglas Grimm

Douglas Grimm

February 24, 2026

/s/ Andrew Liveris

1 unchanged sentence

February 24, 2026

/s/ Sherif Marakby

Sherif Marakby

February 25, 2025

/s/ Nichelle Maynard-Elliott

6 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures