Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is listed on the Nasdaq Stock Market LLC under the ticker symbol “LCID.”
On August 29, 2025, we effected a reverse stock split of our common stock at a ratio of one-for-ten (1:10) and a corresponding reduction of the authorized shares of common stock, as approved by our Board and stockholders. The shares of the common stock began trading on a reverse split-adjusted basis at market open on September 2, 2025.
Holders of Record
As of January 30, 2026, there were 101 holders of record of our common stock. The number of beneficial owners is substantially greater than the number of record holders because a large portion of our common stock is held through banks, brokers and other financial institutions.
Dividend Policy
We have not paid any cash dividends on our common stock to date. The payment of cash dividends in the future is dependent upon our revenues and earnings, if any, capital requirements, the terms of any indebtedness and general financial condition. The payment of any cash dividends will be within the discretion of the Board at such time. In addition, the Board is not currently considering and does not anticipate declaring any stock dividends in the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation Plans
For a description of securities authorized under our equity compensation plans, see Note 10 “Stock-based awards” to the consolidated financial statements included elsewhere in this Annual Report for more information.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
Subscription Agreement
On July 16, 2025, we entered into a subscription agreement (the “2025 Subscription Agreement”) with SMB, a subsidiary of Uber, under which we agreed to issue and SMB agreed to purchase, in a private placement, our 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, we entered into an amendment to the 2025 Subscription Agreement with SMB 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 in Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this Annual Report), and 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.
The shares issued under the 2025 Subscription Agreement were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act.
Convertible Senior Notes
On April 8, 2025, we issued $1.1 billion aggregate principal amount of 5.00% convertible senior notes due 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. We used the net proceeds from the 2030 Notes offering (i) to fund the approximate $118.3 million cost of entering into the capped call transaction and (ii) to fund repurchases of approximately $1,052.5 million in aggregate principal amount of the 2026 Notes, using $931.4 million of the net proceeds of the 2030 Notes. We intend to use the remaining net proceeds for general corporate purposes.
On November 17, 2025, we issued $975.0 million aggregate principal amount of 7.00% convertible senior notes due 2031 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. We used the net proceeds from the 2031 Notes offering to fund repurchases of approximately $755.7 million in aggregate principal amount of the 2026 Notes, using $748.2 million of the net proceeds of the 2031 Notes. We intend to use the remaining net proceeds for general corporate purposes.
Issuer Purchases of Equity Securities
None.
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Stock Performance Graph
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any of our other filings under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The following graph shows a comparison, from January 1, 2021 through December 31, 2025, of the cumulative total return on our common stock, the NASDAQ Composite Index and the 20 largest public companies sharing the same SIC code as us, which is SIC code 3711, “Motor Vehicles and Passenger Car Bodies” (Motor Vehicles and Passenger Car Bodies Public Company Group). Such returns are based on historical results and are not intended to suggest future performance. Data for the NASDAQ Composite Index and the Motor Vehicles and Passenger Car Bodies Public Company Group assumes an investment of $100 on January 1, 2021 and reinvestment of dividends. We have never declared or paid cash dividends on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future.
Item 6. [Reserved].