November 10, 2026·48 min read
Lucid Group, Inc. (LCID), Financial Analysis
Insights derived from analysing SEC filings. Independent analysis, not a publication of the SEC.
Revenue Q3 2026
$350.3m
+4.1% year on year (Q3 2025 $336.6m)
Costs and expenses Q3 2026
$1.21bn
(5.5%) year on year (Q3 2025 $1.28bn)
Operating margin Q3 2026 (loss)
(244.8%)
+35.0 pts year on year (Q3 2025 (279.9%))
Key findings
- Revenue $350.3m in Q3 2026, +4.1%, on 3,806 deliveries (6.7% lower). Gross margin (73.7%) against (99.1%) a year earlier and (105.3%) in Q2 2026; inventory write downs $94.5m against $192.1m. Production fell to 2,954 as inventory was reduced.
- Costs $1.21bn, operating loss $857.6m (margin (244.8%)). Net loss $830.9m; with $249.9m of accretion on the PIF preferred, loss to common $1.08bn, $2.74 per share. Free cash flow ($1.04bn) against ($1.48bn) in Q2 2026; ($3.95bn) in 9M 2026.
- Liquidity $2.00bn at 30 Sep 2026, $3.75bn pro forma after PIF added $1.75bn to its delayed draw term loan (DDTL). The release expects this to fund operations into Q4 2027; the 10-Q states liquidity covers at least 12 months and more capital will be needed over the longer term.
- Midsize start of production moved to H2 2027; the investor day presentation of 12 Mar 2026 and the FY2025 10-K gave late 2026. The 2026 production guidance of 25,000 to 27,000 vehicles was last reaffirmed on 3 Apr 2026, and the Q1 to Q3 2026 results releases give no production figure; the 10-Q expects 2026 capex of about $1.1bn; AMP‑2 in Saudi Arabia is due for inauguration in early 2027.
- PIF owns 56.85% incl. preferred as converted and is the main lender: DDTL commitment about $4.23bn, about $2.1bn drawn. Preferred with a $3.20bn liquidation preference is classified as mezzanine equity; stockholders' equity ($2.10bn), so ROE is not meaningful.
- Regulatory credit revenue $1.1m against $11.6m; the 10-Q cites a final rule scheduled to take effect on 30 Nov 2026 that eliminates CAFE EV credit trading. Middle East 23.5% of revenue. Shares at $3.50; the scenario model (assumptions set in this analysis) gives $0.62 to $18.97 per share for Nov 2029.
Figures are read from the Forms 10-K for FY2022, FY2023 and FY2025, the Forms 10-Q for Q1 2025, Q2 2025 and Q1 to Q3 2026 (the Q3 2026 10-Q filed 9 Nov 2026), the Forms 8-K with all their exhibits, incl. the quarterly earnings releases (Ex 99.1) with the CFO commentary they contain (Lucid files no separate CFO commentary document), the quarterly production and delivery releases and the investor day release and presentation of 12 Mar 2026, the Form 8-K Item 5.07 vote results of June 2026, Schedules 13D and 13G and Forms 4 for central index key 1811210, together with the Forms 10-Q, 10-K and 6-K of the competitors used in chapters 2 to 4 and 7. No earnings call transcript was filed, so call remarks are left out. Accession numbers appear in the Sources appendix.
1 Revenue & Business Model
- Storyline: Q3 2026 deliveries fell year on year, operating losses and negative free cash flow continued and PIF funding grew; Midsize production is planned for H2 2027. Chapters 2 to 4 cover the three revenue drivers: vehicle sales of the Air and Gravity; regulatory credits and technology licensing; Saudi Arabia and international markets.
- Business: Lucid designs, builds and sells luxury electric vehicles, the Lucid Air sedan and the Lucid Gravity SUV, through company owned studios and service centers (61 at 30 Sep 2026, 39 of them in the US). Vehicles are built at AMP‑1 in Casa Grande, Arizona (installed capacity 90,000 a year) and assembled from kits at AMP‑2 in King Abdullah Economic City, Saudi Arabia (5,000 units, with 150,000 units of complete vehicle capacity under construction).
- Reporting: one reportable segment; revenue is split into vehicle sales and regulatory credits, and by sales location. Lucid files no revenue or delivery split between Air and Gravity, so model level analysis is not possible from filings.
- Revenue FY2022 $608.2m to FY2025 $1.35bn (+67.6% in FY2025, when deliveries rose 55% to 15,841); TTM Q3 2026 $1.56bn. Vehicle sales were $1.18bn and regulatory credits $96.0m in FY2025.
- Regions: North America $262.2m (9.1% lower), Middle East $82.3m (+114.4%) and other international $5.8m in Q3 2026. Saudi Arabia was $222.3m of 9M 2026 revenue, of which $214.0m were sales to the Saudi government, a related party.
- Reverse split: a 1 for 10 reverse stock split took effect on 29 Aug 2025; all per share figures and prices in this report are adjusted for it.
Table 1.1 Operating measures, last five quarters
| Measure | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Deliveries (vehicles) | 4,078 | 5,345 | 3,093 | 3,953 | 3,806 |
| Production (vehicles) | 3,891 | 7,874 | 5,500 | 4,774 | 2,954 |
| Revenue ($m) | 336.6 | 522.7 | 282.5 | 405.3 | 350.3 |
| Revenue per delivery, all revenue ($k) | 82.5 | 97.8 | 91.3 | 102.5 | 92.0 |
| Regulatory credit revenue ($m) | 11.6 | 34.2 | 0.0 | 25.4 | 1.1 |
| Middle East share of revenue (%) | 11.4 | 15.4 | 14.9 | 24.2 | 23.5 |
Revenue per delivery divides total revenue, incl. credits, used vehicles and services, by deliveries; it is not an average selling price. Production counts vehicles shipped to Saudi Arabia for final assembly from Q1 2026. Q4 2025 credits derived as FY2025 less 9M 2025.
2 Vehicle Sales: Air and Gravity Deliveries, Prices and an Inventory Reset
- Deliveries 3,806 in Q3 2026, (6.7%) year on year and (3.7%) on Q2 2026; production 2,954. Deliveries exceeded production as inventory was cut; net inventory $1.22bn at 30 Sep 2026 against $1.11bn at 31 Dec 2025.
- Revenue per delivery about $92k in Q3 2026 (all revenue divided by deliveries) against $83k a year earlier; the 10-Q attributes the revenue increase to Gravity mix and used vehicle sales. Lucid does not split revenue or deliveries between Air and Gravity.
- Production 2026: 13,228 vehicles in 9M 2026 against guidance of 25,000 to 27,000 set in February; the June 2026 plan removed the second shift at AMP‑1. Gravity deliveries were halted for 29 days in Q1 2026 by a seat supplier issue.
- Midsize platform: Cosmos and Earth SUVs priced from below $50,000 with the Atlas drive unit; the investor day presentation targets up to 70% lower unit costs and about 60% lower bill of materials than the 2025 Gravity.
How the EV market is changing
- US demand: the Q3 2026 release states the US battery EV market fell 41% year on year; the FY2025 10-K states the OBBBA ended the $7,500 new and $4,500 used EV tax credits from 30 Sep 2025.
- Peers: the Tesla 10-Q cites fewer Model S and Model X deliveries after their sunset in mid 2026; Rivian deliveries rose 46% to 19,248 in Q3 2026, with a higher mix of R2 and commercial vans; Ford Model e revenue fell 31.4% in Q3 2026.
- Margins: Tesla automotive gross margin 18.5% in Q3 2026 and NIO vehicle margin 18.5% in Q2 2026, against a Lucid gross margin of (73.7%).
Table 2.1 Vehicle businesses compared, latest filed period ($ unless stated)
| Company | Period | Measure | Filed detail | Value | Growth (%) | Margin (%) |
|---|---|---|---|---|---|---|
| Lucid | Q3 2026 | Revenue | deliveries 3,806 (6.7% lower); write downs $94.5m | $350.3m | 4.1 | (73.7) |
| Tesla | Q3 2026 | Total automotive revenues | Automotive gross margin 18.5% against 17.0%; 1.32m consumer vehicles delivered in 9M 2026 | $20.56bn | (3.0) | 18.5 |
| Rivian | Q3 2026 | Automotive segment revenue | Deliveries 19,248, up 46%; automotive gross loss $80m against $130m | $1.55bn | 35.7 | (5.2) |
| Ford Model e | Q3 2026 | Model e revenue (external) | EBIT loss $1.06bn against $1.41bn; margin is EBIT margin | $1.22bn | (31.4) | (86.5) |
| Polestar | H1 2026 | Revenue | retail sales 14,371 in Q3 2026 (+1%) | $1.36bn | (4.4) | (8.4) |
| NIO | Q2 2026 | Vehicle sales | deliveries 107,658 (+49.4%) | $4.28bn | 80.1 | 18.5 |
| XPeng | Q2 2026 | Vehicle sales | Deliveries 103,295, up 0.1%; total gross margin 20.7% | $2.51bn | 1.0 | 12.1 |
| Li Auto | Q2 2026 | Vehicle sales | Deliveries 98,330, down 11.5%; operating margin negative 9.0% | $3.50bn | (16.7) | 9.4 |
Tesla, Rivian, Ford and Lucid Q3 2026 (Sep quarter); NIO, XPeng and Li Auto Q2 2026, as their Q3 2026 results were not filed by 10 Nov 2026, converted from RMB at each release's rate; Polestar H1 2026. Growth is year on year.
3 Regulatory Credits and Licensing: CAFE Trading Ends, Aston Martin and Robotaxi Deals
- Regulatory credit revenue $1.1m in Q3 2026 against $11.6m, $26.5m in 9M 2026 against $61.8m, and $96.0m in FY2025 (7.1% of revenue).
- CAFE: the 10-Q cites a final rule scheduled to take effect on 30 Nov 2026 that lowers US federal fuel economy standards and eliminates CAFE EV credit trading, which Lucid believes will reduce its future regulatory credit sales; the FY2025 10-K states the OBBBA removed CAFE noncompliance penalties.
- Aston Martin: deferred revenue $114.8m at 30 Sep 2026, remaining technology access payments of $99m over three years and a minimum powertrain spend commitment of $225m; Aston Martin shares received at $73.2m in Nov 2023 are now carried at $13.0m.
- Robotaxi: Uber committed to at least 35,000 Lucid vehicles incl. at least 25,000 Midsize Plus, with Nuro supplying Level 4 software; the Q3 2026 release names a partnership with Bolt with an initial goal of deploying at least 25,000 vehicles and counts more than 100 vehicles on the road in the Uber and Nuro program.
- Non vehicle revenue target: the investor day presentation targets about $1bn a year of non vehicle revenue by late decade; robotaxi, AI and ADAS sit in the Lucid Technologies unit since Jul 2026.
How credit markets and partnerships are changing
- Credits fall across US EV makers: Tesla automotive regulatory credit revenue fell 73% to $113m in Q3 2026 and 56% to $639m in 9M 2026; Polestar carbon credit sales fell 27.4% in H1 2026.
- Rivian booked $81m of credits in Q3 2026 against $1m, and its software and services segment, incl. work for the Rivian and Volkswagen joint venture, grew 45% to $605m.
- Licensing: Polestar licences and royalties rose 82.3% to $19.9m in H1 2026; Lucid's Aston Martin arrangement is its filed licensing contract.
Table 3.1 Credits, software and licensing compared ($ unless stated)
| Company | Period | Measure | Filed detail | Value | Growth (%) | Margin (%) |
|---|---|---|---|---|---|---|
| Lucid | Q3 2026 | Regulatory credits | 9M 2026 $26.5m (57.1% lower) | $1.1m | (90.5) | n/a |
| Tesla | Q3 2026 | Automotive regulatory credits revenue | 9M 2026 credits $639m against $1.451bn | $113.0m | (72.9) | n/a |
| Rivian | Q3 2026 | Regulatory credits revenue | Prior year $1m; software and services revenue $605m, up 45%, segment gross profit $256m | $81.0m | n/a | n/a |
| Polestar | H1 2026 | Sales of carbon credits | Licences and royalties $19.9m, up 82.3% | $52.4m | (27.4) | n/a |
| Rivian | Q3 2026 | Software and services segment revenue | Includes development services to the Rivian and Volkswagen joint venture | $605.0m | 45.4 | 42.3 |
| Tesla | Q3 2026 | Services and other revenue | Includes FSD subscriptions growth noted in automotive sales; used vehicles and Supercharging | $4.61bn | 32.5 | 15.9 |
Tesla and Rivian Q3 2026 (10-Q); Polestar H1 2026 (6-K). Margin is segment gross margin where filed.
4 Saudi Arabia and International: Government Orders, AMP‑2 and Europe
- Middle East revenue $82.3m in Q3 2026, +114.4%, 23.5% of revenue against 11.4% a year earlier; North America $262.2m (9.1% lower).
- Saudi government: sales under the EV Purchase Agreement $79.4m in Q3 2026 and $214.0m in 9M 2026 against $69.6m in 9M 2025; the government accounted for 82.2% of accounts receivable at 30 Sep 2026.
- AMP‑2: stamping line installed and final commissioning under way; inauguration early 2027 and complete vehicle production expected in 2027. Long lived assets in Saudi Arabia rose to $1.12bn from $658.6m at 31 Dec 2025; open purchase commitments for both plants $577.4m.
- Europe and other markets: 61 studios and service centers at 30 Sep 2026, incl. seven in Germany, five in Saudi Arabia, three in Switzerland and one each in Norway, the Netherlands and the UAE; first authorised retail and service partner in Europe named in Q1 2026; the investor day presentation plans 42 new sales locations in 2026, 25 in Europe.
How international markets are changing
- Saudi government agreement: up to 100,000 Lucid vehicles over ten years, minimum 50,000; the minimum can be cut for orders Lucid does not accept or deliver within six months (10-Q).
- Gulf risk: the Q3 2026 release names military operations in the Gulf region and hostilities affecting Saudi Arabia as a risk.
- Peers outside the US: Tesla revenue outside the US $15.55bn in Q3 2026, 55.4% of its revenue; Polestar retail sales outside the US fell 7.9% to 12,211; NIO, XPeng and Li Auto sell mainly in China.
Table 4.1 International measures compared
| Company | Period | Measure | Filed detail | Value | Growth (%) | Margin (%) |
|---|---|---|---|---|---|---|
| Lucid | Q3 2026 | Middle East revenue | 23.5% of revenue; Saudi government sales $79.4m | $82.3m | 114.4 | n/a |
| Tesla | Q3 2026 | Revenue outside the US | Non US share 55.4% of revenue; China $5.209bn, down 7.9% | $15.55bn | 15.2 | n/a |
| Polestar | Q3 2026 | Retail sales excluding US | Total retail sales 14,371, up 1% | 12,211 | (7.9) | n/a |
| NIO | Q2 2026 | Vehicle deliveries | Three brands: NIO 60,945, ONVO 29,124, FIREFLY 17,589 | 107,658 | 49.4 | 18.4 |
| XPeng | Q2 2026 | Total revenues | 740 stores in 257 cities at 30 Jun 2026 | $2.91bn | 8.0 | 20.7 |
| Li Auto | Q2 2026 | Total revenues | 495 retail stores in 160 cities | $3.80bn | (15.1) | 11.0 |
Polestar and NIO values are vehicles; other values in $. NIO, XPeng and Li Auto Q2 2026; Tesla and Polestar Q3 2026.
5 Financial Analysis & Ratios
- Gross margin (225.2%) in FY2023, (92.8%) in FY2025 and (90.9%) TTM. Cost of revenue has exceeded revenue in every year shown; inventory and firm commitment write downs were $906.1m in FY2023, $590.2m in FY2024, $799.1m in FY2025 and $632.0m in 9M 2026.
- Operating loss $3.50bn in FY2025 and $3.99bn TTM on TTM revenue of $1.56bn; R&D $1.33bn and SG&A $1.17bn TTM, each above 75% of revenue.
- Net loss $2.70bn in FY2025 incl. a $623.2m non cash gain on derivatives and a $121.8m gain on note repurchases; accretion on the PIF preferred of $983.6m raised the loss to common to $3.68bn. TTM net loss $3.71bn.
- Free cash flow ($3.80bn) in FY2025 and ($5.20bn) TTM; capex $868.2m in FY2025 and $794.1m in 9M 2026.
- Balance sheet at 30 Sep 2026: cash and investments $948.5m; debt $4.45bn excluding finance leases; redeemable preferred $3.16bn in mezzanine equity; stockholders' equity ($2.10bn) against $717.3m at 31 Dec 2025; accumulated deficit $18.5bn. ROE, ROIC and debt to equity are not meaningful.
- Capital returns: no dividends and no buybacks since FY2022 (cash flow statements).
Table 5.1 Income statement, cash flow and balance sheet summary ($bn unless stated)
| Line item | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|
| Revenue | 0.6 | 0.6 | 0.8 | 1.4 | 1.6 |
| Gross profit | (1.0) | (1.3) | (0.9) | (1.3) | (1.4) |
| Research and development | 0.8 | 0.9 | 1.2 | 1.2 | 1.3 |
| Selling, general and administrative | 0.7 | 0.8 | 0.9 | 1.0 | 1.2 |
| Operating income | (2.6) | (3.1) | (3.0) | (3.5) | (4.0) |
| Net income | (1.3) | (2.8) | (2.7) | (2.7) | (3.7) |
| Diluted EPS ($) | (15.10) | (13.59) | (12.52) | (12.09) | (13.12) |
| Operating cash flow | (2.2) | (2.5) | (2.0) | (2.9) | (4.1) |
| Capital expenditure | (1.1) | (0.9) | (0.9) | (0.9) | (1.1) |
| Free cash flow | (3.3) | (3.4) | (2.9) | (3.8) | (5.2) |
| Stock based compensation | 0.4 | 0.3 | 0.3 | 0.3 | 0.2 |
| Cash and investments | 4.4 | 4.3 | 5.1 | 2.1 | 0.9 |
| Total debt | 2.0 | 2.0 | 2.1 | 2.7 | 4.4 |
| Total equity | 4.3 | 4.9 | 3.9 | 0.7 | (2.1) |
Gross profit is revenue less cost of revenue. Capital expenditure is purchases of property, equipment and software. Free cash flow is operating cash flow less capex. TTM equals Q4 2025 plus Q1 to Q3 2026; TTM balance sheet at 30 Sep 2026. Net income is before accretion on redeemable preferred stock. Total debt excludes finance leases ($106.6m at 30 Sep 2026). FY2021 is left out (first deliveries late in 2021, revenue $27.1m).
Table 5.2 What changed, Q3 2026 against Q3 2025
| Metric | Q3 2025 | Q3 2026 | Change |
|---|---|---|---|
| Revenue ($bn) | 0.34 | 0.35 | 4.1% |
| Gross profit ($bn) | (0.33) | (0.26) | 22.6% |
| Operating income ($bn) | (0.94) | (0.86) | 9.0% |
| Net income ($bn) | (0.98) | (0.83) | 15.1% |
| Diluted EPS ($) | (3.31) | (2.74) | 17.2% |
| Operating cash flow ($bn) | (0.76) | (0.75) | 0.5% |
| Free cash flow ($bn) | (0.96) | (1.04) | (8.8%) |
| Operating margin (%) | (279.9) | (244.8) | 35.0 pts |
| Net margin (%) | (290.7) | (237.2) | 53.5 pts |
Table 5.3 Ratio analysis
| Ratio | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|
| Growth and margins | |||||
| Revenue growth (%) | 2,144.3 | (2.1) | 35.7 | 67.6 | n/a |
| Gross margin (%) | (170.7) | (225.2) | (114.3) | (92.8) | (90.9) |
| Operating margin (%) | (426.5) | (520.7) | (374.0) | (258.7) | (255.9) |
| Net margin (%) | (214.5) | (475.1) | (336.0) | (199.3) | (237.6) |
| FCF margin (%) | (542.8) | (571.2) | (359.4) | (280.7) | (332.9) |
| Cost and investment intensity | |||||
| R&D (%) revenue | 135.1 | 157.4 | 145.6 | 89.5 | 85.2 |
| SBC (%) revenue | 69.6 | 43.2 | 35.4 | 20.0 | 13.9 |
| Capex (%) revenue | 176.7 | 153.0 | 109.4 | 64.1 | 71.7 |
| Returns | |||||
| ROA (%) | (16.6) | (34.5) | (29.9) | (29.9) | (47.5) |
| Asset turnover (x) | 0.08 | 0.07 | 0.08 | 0.16 | 0.20 |
| Liquidity and leverage | |||||
| Current ratio (x) | 5.24 | 4.72 | 4.18 | 1.25 | 1.26 |
| Net cash ($bn) | 2.5 | 2.3 | 3.0 | (0.6) | (3.5) |
| Efficiency and cash quality | |||||
| Days sales outstanding | 12 | 32 | 51 | 48 | 47 |
| Inventory days | 185 | 131 | 86 | 155 | 150 |
ROE, ROIC and debt to equity are left out: stockholders' equity turned negative in 2026 and the PIF preferred is classified as mezzanine equity. No income tax is paid on losses.
Table 5.4 Valuation snapshot at $3.50 per share, 10 Nov 2026
| Measure | Value |
|---|---|
| Market cap ($bn) | 1.4 |
| Enterprise value ($bn) | 4.9 |
| EV/Sales (TTM) (x) | 3.1 |
| FCF yield (%) | (373.8) |
| EV/Sales incl. PIF preferred (TTM) (x) | 5.2 |
Cost structure and profitability
- Costs (revenue less operating income) $1.21bn in Q3 2026, (5.5%), against revenue +4.1%; costs equal 345% of revenue against 380% a year earlier.
- Cost of revenue $608.6m, 174% of revenue, against $670.2m (199%); write downs of inventory to net realizable value $94.5m against $192.1m.
- R&D $311.8m (4.2% lower) and SG&A $286.2m (+1.1%); 9M 2026 R&D rose $118.4m, mostly Midsize engineering and prototypes.
- Stock based compensation $216.6m TTM against $516.8m in FY2021; depreciation and amortization $483.3m TTM.
- Net loss attributable to common stockholders $1.08bn in Q3 2026, incl. $249.9m of accretion on the PIF preferred; 9M 2026 accretion $580.3m and gains on preferred derivatives $225.3m.
Table 5.5 Costs and margins, last five quarters
| Line | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Cost of revenue ($m) | 670.2 | 944.6 | 594.2 | 832.0 | 608.6 |
| Gross margin (%) | (99.1) | (80.7) | (110.4) | (105.3) | (73.7) |
| Research and development ($m) | 325.3 | 361.0 | 335.7 | 321.3 | 311.8 |
| Selling, general and administrative ($m) | 283.1 | 281.8 | 304.2 | 300.4 | 286.2 |
| Costs, revenue less operating income ($m) | 1,278.6 | 1,587.5 | 1,272.0 | 1,487.5 | 1,207.9 |
| Operating margin (%) | (279.9) | (203.7) | (350.3) | (267.0) | (244.8) |
| Adjusted EBITDA, company measure ($m) | (717.7) | (874.7) | (780.6) | (901.1) | (726.3) |
| Free cash flow ($m) | (955.5) | (1,241.8) | (1,438.8) | (1,476.1) | (1,039.7) |
Q4 2025 equals FY2025 less 9M 2025. Adjusted EBITDA is the company's non GAAP measure from the earnings releases.
Table 5.6 Net loss to loss attributable to common stockholders ($m)
| Line | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Net income (loss) | (978.4) | (814.0) | (1,028.3) | (1,034.9) | (830.9) |
| Accretion on redeemable preferred | (56.1) | (362.8) | (106.0) | (224.4) | (249.9) |
| Net loss attributable to common stockholders | (1,034.5) | (1,176.8) | (1,134.3) | (1,259.3) | (1,080.8) |
| Diluted EPS ($) | (3.31) | (3.62) | (3.46) | (3.30) | (2.74) |
Accretion on the Series A, B and C redeemable convertible preferred held by Ayar is deducted to reach the loss per share.
Liquidity, debt and PIF funding
- PIF has provided $6.05bn of common and preferred equity since 2022 plus $2.1bn of DDTL draws in 2026 and the related GIB revolver ($503.4m drawn); Uber added $500m and public investors bought stock in 2022, 2023, 2024 and Apr 2026.
- DDTL: commitment $750m in Aug 2024, about $2.0bn in Nov 2025, about $2.48bn in Apr 2026 and about $4.23bn in Nov 2026; about $2.1bn drawn after the 6 Oct 2026 draw; due 4 Aug 2029 at a 9.59% weighted rate.
- Convertible notes: $204.3m of 1.25% notes due 15 Dec 2026, $1.10bn of 5.00% notes due 2030 (conversion $30.00) and $975.0m of 7.00% notes due 2031 (conversion $20.81, holder put 1 Nov 2029); fair values $382.2m and $485.8m at 30 Sep 2026.
- Preferred: liquidation preference $3.20bn against $2.30bn issued, from the 9% dividend paid in kind.
Table 5.7 Funding history
| Date | Instrument | Investor | Amount |
|---|---|---|---|
| 23 Jul 2021 | Merger with Churchill Capital IV (SPAC) and PIPE | public/PIPE | $4.44bn |
| Dec 2021 | 1.25% convertible notes due 2026 | 144A | $2.01bn |
| 2022 | 2022 Subscription Agreement common stock | PIF through Ayar | $915.0m |
| 2022 | At the market offering | public | $594.3m |
| 2023 | 2023 Subscription Agreement common stock | PIF through Ayar | $1.81bn |
| 2023 | Underwritten common stock offering | public | $1.18bn |
| Mar 2024 | Series A redeemable convertible preferred | PIF through Ayar | $1.00bn |
| Aug 2024 | Series B redeemable convertible preferred | PIF through Ayar | $750.0m |
| Oct 2024 | Underwritten common stock offering | public | $718.4m |
| Oct 2024 | 2024 Subscription Agreement common stock | PIF through Ayar | $1.03bn |
| Apr 2025 | 5.00% convertible notes due 2030 | 144A; $931.4m used to buy back 2026 notes | $1.10bn |
| Sep 2025 | Common stock private placement (13.7m shares at $21.87) | Uber through SMB Holding | $300.0m |
| Nov 2025 | 7.00% convertible notes due 2031 | 144A; $748.2m used to buy back 2026 notes | $975.0m |
| Apr 2026 | Series C redeemable convertible preferred | PIF through Ayar | $550.0m |
| Apr 2026 | Underwritten common stock (36.06m shares at $8.11) | BofA Securities | $292.5m |
| Apr 2026 | Common stock private placement (24.04m shares at $8.32) | Uber through SMB Holding | $200.0m |
| Apr to Oct 2026 | DDTL draws | PIF through Ayar | $2.10bn |
Amounts at issue (gross for notes and the merger). Ayar also entered prepaid forward transactions of $430.0m and $636.7m alongside the 2030 and 2031 notes.
Table 5.8 DDTL facility with Ayar (PIF)
| Date | Event | Commitment | Drawn |
|---|---|---|---|
| Aug 2024 | Credit agreement with Ayar | $750.0m | nil |
| 5 Nov 2025 | Amendment No. 1 | about $2.0bn | nil |
| 14 Apr 2026 | Amendment No. 2; minimum liquidity covenant removed | about $2.48bn | $500.0m drawn 1 Apr 2026 |
| Jul to Oct 2026 | Draws of $800.0m (6 Jul), $400.0m (24 Aug), $400.0m (6 Oct) | about $2.48bn | about $2.1bn |
| Nov 2026 | Amendment No. 3, +$1.75bn | about $4.23bn | about $2.1bn plus $34.4m capitalised interest; about $2.13bn available |
Table 5.9 Debt at 30 Sep 2026
| Instrument | Principal | Carrying value | Conversion price |
|---|---|---|---|
| 1.25% convertible notes due Dec 15, 2026 | $204.3m | $204.1m | $547.80 |
| 5.00% convertible notes due Apr 1, 2030 | $1.10bn | $1.09bn | $30.00 |
| 7.00% convertible notes due Nov 1, 2031 | $975.0m | $963.7m | $20.81 |
| GIB revolving facility (SAR 1.9bn, PIF related) | $503.4m | $503.4m | n/a |
| DDTL credit facility (Ayar, PIF), unsecured, due 4 Aug 2029 | $1.69bn | $1.69bn | n/a |
| SIDF loan (SAR 5.19bn, about $1.4bn) for AMP‑2 | $0.0m | $0.0m | n/a |
| ABL credit facility ($1.0bn, banks) | $0.0m | $0.0m | n/a |
DDTL principal at 30 Sep 2026 before the $400m draw of 6 Oct 2026. ABL availability $407.6m incl. $144.2m of cash; SIDF loan undrawn.
Table 5.10 Redeemable convertible preferred held by Ayar
| Series | Issued | Liquidation preference 30 Sep 2026 |
|---|---|---|
| Series A (Mar 2024) | $1.00bn | $1.53bn |
| Series B (Aug 2024) | $750.0m | $1.08bn |
| Series C (Apr 2026) | $550.0m | $591.9m |
| Total | $2.30bn | $3.20bn |
6 MD&A & Management Commentary
Q3 2026 results release
- Q3 2026 (8-K Ex 99.1 of 9 Nov 2026): revenue $350.3m, +4.1% and (13.6%) on Q2 2026; the release states the US battery EV market fell 41% over the same period. Net loss $830.9m; diluted EPS (2.74); adjusted EBITDA (company measure) ($726.3m) against ($901.1m) in Q2 2026.
- 10-Q MD&A: revenue rose on Gravity mix and sales of used vehicles, offset by fewer deliveries and lower regulatory credits. 9M 2026 gross margin (96.0%) benefited from a refund of IEEPA tariffs after the Supreme Court ruling of Feb 2026; write downs $632.0m against $528.5m in 9M 2025.
- Operating reset: the $1.4bn 2026 cash flow improvement plan (inventory $600m to $800m, capex about $500m, operating expenses about $200m) reached $0.8bn by Q3 2026. Workforce plans of Feb 2026 (about 12% of US salaried staff) and Jun 2026 (about 18% of the US workforce, incl. the second shift at AMP‑1) cost $72.9m in 9M 2026; the February 2026 plan was completed in Q3 2026.
- Free cash flow ($1.04bn), 30% lower than Q2 2026; liquidity $2.00bn, of which $948.5m cash and investments and $1.04bn undrawn facilities (DDTL $778.8m, ABL $263.4m, GIB $2.3m).
- Q2 2026 (4 Aug 2026): revenue $405.3m (+56%); free cash flow ($1.48bn); liquidity $3.0bn, runway stated as well into 2027; launch of the operating reset and its four priorities: the cash plan, robotaxi, AMP‑2 and Midsize.
Table 6.1 Company outlook and its 2026 revisions
| Item | Outlook | Source |
|---|---|---|
| 2026 production | 25,000 to 27,000 vehicles (24 Feb 2026), reaffirmed 12 Mar and 3 Apr 2026; no production figure in the Q1, Q2 and Q3 2026 results releases | 8-K Ex 99.1 and 99.2, 24 Feb, 12 Mar, 3 Apr, 5 May, 4 Aug and 9 Nov 2026 |
| 2026 capital expenditure | $1.2bn to $1.4bn (12 Mar 2026); about $1.1bn (9 Nov 2026), against $794.1m spent in 9M 2026 | 8-K Ex 99.2, 12 Mar 2026; 10-Q Q3 2026 |
| 2026 cash flow improvement plan | $1.4bn: inventory $600m to $800m, capex about $500m, operating expenses about $200m; $0.8bn achieved by Q3 2026 | 8-K Ex 99.1, 4 Aug and 9 Nov 2026 |
| Liquidity runway | well into next year (14 Jul 2026 statement); well into 2027 (4 Aug 2026); into Q4 2027 on $3.75bn pro forma liquidity (9 Nov 2026) | 8-K, 14 Jul 2026; 8-K Ex 99.1, 4 Aug and 9 Nov 2026 |
| Midsize start of production | H2 2027; reveal and production dates to be announced in Q1 2027 | 8-K Ex 99.1, 9 Nov 2026 |
| Uber Midsize Plus robotaxi | start of production targeted for late 2028; at least 25,000 vehicles over six years | 8-K Ex 10.3, 14 Apr 2026 |
| AMP‑2 (Saudi Arabia) | inauguration early 2027; complete vehicle production expected in 2027 | 8-K Ex 99.1 and 10-Q, 9 Nov 2026 |
| Mid term plan and 2027 guidance | to be published in early 2027 with FY2026 results | 8-K Ex 99.1, 9 Nov 2026 |
Management and CFO commentary
- Q3 2026 release (9 Nov 2026), CFO Alexander De Bock: the operating reset aligns manufacturing capacity with demand, reduces inventory and lowers operating expenses; the release adds that the mid term plan and targets follow early in 2027.
- Q3 2026 release, CEO Silvio Napoli: the transformation is showing progress, with continued support from PIF as anchor shareholder.
- Q2 2026 release (4 Aug 2026), CEO Napoli: focus on cash, customers and culture; four priorities: the $1.4bn cash plan, robotaxi, AMP‑2 and Midsize; service wait times to fall by one third in 2026. Chairman Turqi Alnowaiser stated the board backs the actions.
- Q1 2026 release (5 May 2026), CFO Taoufiq Boussaid: over $1bn of new capital raised in April 2026; inventory elevated at quarter end and expected to convert to revenue and cash.
- Investor day presentation (12 Mar 2026): 2026 targets of 25,000 to 27,000 units and capex of $1.2bn to $1.4bn reaffirmed; a path to positive cash flow by the late decade.
- Q4 2025 release (24 Feb 2026), interim CEO Marc Winterhoff: production nearly doubled in 2025; 2026 focus on the first Midsize vehicles and robotaxis in commercial service. The release states liquidity of about $4.6bn.
Table 6.2 Management statements in their own words
| Speaker | Date and source | Statement |
|---|---|---|
| Silvio Napoli, CEO | 4 Aug 2026, 8-K Ex 99.1 | “We are going back to basics” |
| Alexander De Bock, CFO | 9 Nov 2026, 8-K Ex 99.1 | “free cash flow consumption 30% lower sequentially” |
| Silvio Napoli, CEO | 9 Nov 2026, 8-K Ex 99.1 | “Our transformation is beginning to show progress.” |
Table 6.3 Key disclosures in the Forms 10-Q and 10-K
| Item | Disclosure |
|---|---|
| 10-Q Q3 2026, liquidity | Cash and investments $948.5m; unused DDTL $778.8m, ABL $263.4m and GIB $2.3m; liquidity expected to last at least 12 months, with additional capital needed over the longer term. |
| 10-Q Q3 2026, equity | Stockholders' equity ($2.10bn) against $717.3m at 31 Dec 2025; redeemable preferred $3.16bn in mezzanine equity (liquidation preference $3.20bn); 232.4m shares reserved, incl. 108.3m for preferred and 83.9m for convertible notes, against 396.2m outstanding. |
| 10-Q Q3 2026, regulation | A final rule scheduled to take effect on 30 Nov 2026 lowers US federal fuel economy standards and eliminates CAFE EV credit trading; Lucid believes this will reduce its future regulatory credit sales. |
| 10-Q Q3 2026, subsequent events | DDTL draw of $400m in Oct 2026; Amendment No. 3 lifts the DDTL to about $4.23bn with about $2.13bn available; $26.3m issuance cost; long term cash awards tied to market value hurdles. |
| 10-Q Q3 2026, commitments | Non cancellable long term commitments about $2.59bn, mainly inventory components, incl. battery cell minimum purchases of about $2.54bn; open AMP‑1 and AMP‑2 purchase commitments $577.4m against $929.5m at 31 Dec 2025. |
| 10-Q Q3 2026, legal | Class action Eke v. Lucid (29 May 2026) over disclosure of the Gravity seat supplier disruption; derivative suit of 16 Jun 2026 stayed; supplier contract claims may add obligations. |
| 10-Q Q3 2026, control | PIF held over 50% of voting power at 30 Sep 2026; Lucid uses Nasdaq controlled company exemptions; Ayar is also the main lender. |
| 10-K FY2025, related party | Saudi government EV Purchase Agreement: minimum 50,000 and up to 100,000 vehicles over ten years; MISA may require transfer of AMP‑2 on default or low use; Al Bawani (PIF affiliate) builds AMP‑2. |
| 10-K FY2025, controls | Disclosure controls and internal control over financial reporting effective at 31 Dec 2025; auditor KPMG LLP. |
7 Sector & Competitor Analysis
- Sector: US and global electric vehicles, premium EVs and robotaxi platforms. The listed peer table uses Rivian and Tesla; the driver chapters add Ford Model e, Polestar, NIO, XPeng and Li Auto.
- Scale: Lucid TTM revenue $1.56bn against Rivian $6.48bn and Tesla $103.6bn. Rivian delivered 19,248 vehicles in Q3 2026 (+46%) against Lucid's 3,806.
- Margins TTM: gross margin Lucid (90.9%), Rivian 9.2%, Tesla 19.3%; operating margin Lucid (255.9%), Rivian (52.9%). Rivian reported a positive gross profit for FY2025 ($144m).
- Valuation: EV/Sales Lucid 3.1x, Rivian 3.0x, Tesla 14.0x; market value Lucid $1.39bn against Rivian $20.2bn. Net cash Lucid ($3.5bn), Rivian $1.06bn.
Table 7.1 Peer comparison, latest reported trailing twelve months
| Company | Revenue TTM ($bn) | Revenue growth (%) | Gross margin (%) | Operating margin (%) | Net margin (%) | FCF margin (%) | ROE (%) | Net cash ($bn) | Market value ($bn) | EV/Sales (x) | P/E TTM (x) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LCID | 1.6 | 24.9 | (90.9) | (255.9) | (237.6) | (332.9) | n/a | (3.5) | 1 | 3.1 | n/a |
| RIVN | 6.5 | 26.7 | 9.2 | (52.9) | (45.9) | (64.7) | (57.7) | 1.1 | 20 | 3.0 | n/a |
| TSLA | 103.6 | 12.5 | 19.3 | 3.3 | 3.1 | 3.2 | 3.6 | 35.9 | 1,485 | 14.0 | 413.0 |
LCID TTM to Q3 2026 at $3.50 on 10 Nov 2026; LCID growth is 9M 2026 against 9M 2025 (Q3 alone +4.1%); LCID net cash is cash and investments less debt; EV excludes the $3.20bn PIF preferred (EV/Sales 5.2x incl. it); ROE and P/E not meaningful. RIVN and TSLA TTM to Q3 2026 (Q3 2026 10-Q plus FY2025 10-K), market values at 10 Nov 2026 prices.
8 Material Events & Contracts
- 26 Forms 8-K from 5 Nov 2025 to 9 Nov 2026: five results releases, four production and delivery releases, the investor day, two convertible note filings, the April 2026 PIF, Uber and public equity raises, five DDTL amendments or draws, two workforce plans, leadership changes and the annual meeting results.
- Leadership turnover: Silvio Napoli became CEO on 1 Jun 2026 and Alexander De Bock CFO in Aug 2026; the COO role was eliminated in June; a CTO, Chief Customer Officer and Chief Transformation Officer were named in July; robotaxi, AI and ADAS work moved into a unit named Lucid Technologies.
- Statement of 14 Jul 2026: Lucid called rumors of a special board committee and of bankruptcy advice false and said AlixPartners assists on execution.
Table 8.1 Forms 8-K filed in the last twelve months
| Date | Items | Event |
|---|---|---|
| 5 Nov 2025 | 1.01, 2.02, 5.02 | Q3 2025 results; DDTL Amendment No. 1 raised the Ayar commitment from $750m to about $2.0bn (0.75% upfront fee, 0.50% undrawn fee); Eric Bach (SVP Product, Chief Engineer) departed, Emad Dlala appointed SVP Engineering and Digital. |
| 12 Nov 2025 | 8.01 | Press release on offering of convertible senior notes due 2031. |
| 17 Nov 2025 | 1.01, 2.03, 3.02, 8.01 | Issued $975.0m 7.00% convertible notes due Nov 2031 (conversion about $20.81); $748.2m used to repurchase $755.7m of 2026 notes; Ayar prepaid forward of about $636.7m. |
| 5 Jan 2026 | 2.02 | Q4 2025 production 8,412 and deliveries 5,345; FY2025 production 18,378 and deliveries 15,841 (production later revised to 7,874 and 17,840). |
| 23 Jan 2026 | 5.02 | CFO Taoufiq Boussaid offer letter amended: housing subsidy extended to 12 months, stipend raised from $100,000 to $200,000, repatriation support up to $275,000. |
| 24 Feb 2026 | 2.02, 2.05, 8.01 | Q4 2025 revenue $522.7m, FY2025 $1.354bn, liquidity about $4.6bn; 2026 production guidance 25,000 to 27,000; Feb 2026 Plan cut about 12% of US salaried workforce (about $500m savings over 3 years, $40m to $42m charges); resale registration of 69,108,837 shares. |
| 12 Mar 2026 | 7.01 | Investor day: Midsize platform priced from below $50,000 (Cosmos and Earth SUVs, third model later), Atlas drive unit, Lunar two seat robotaxi concept, Uber Midsize deal in advanced discussion. |
| 3 Apr 2026 | 2.02 | Q1 2026 production 5,500 and deliveries 3,093; Gravity deliveries halted 29 days by second row seat supplier issue; 25,000 to 27,000 production guidance reaffirmed. |
| 14 Apr 2026 | 5.02 | Silvio Napoli (former Schindler chairman and CEO) named CEO; $1.5m base salary, $9.5m RSU/PSU grant; Marc Winterhoff to return to COO. |
| 14 Apr 2026 | 1.01, 2.02, 3.02, 3.03, 7.01, 8.01 | $550m Series C convertible preferred to Ayar; $200m Uber common purchase; Second VPA for at least 25,000 Midsize robotaxis (total Uber commitment 35,000, Midsize Plus SOP late 2028); DDTL Amendment No. 2 added $500m (to about $2.5bn) and removed minimum liquidity covenant; $500m drawn Apr 1. |
| 14 Apr 2026 | 8.01 | Registered offering of common stock (36,057,692 shares at $8.11, net $291.5m, BofA Securities). |
| 29 Apr 2026 | 1.01, 3.02, 3.03, 5.03 | Closed sale of 55,000 Series C preferred shares to Ayar for $550m on Apr 28; certificate of designations filed; Seventh Investor Rights Agreement amendment. |
| 5 May 2026 | 2.02 | Q1 2026 revenue $282.5m (+20%); liquidity about $3.2bn, pro forma about $4.7bn. |
| 1 Jun 2026 | 5.02, 7.01 | Napoli became CEO effective June 1, 2026; Winterhoff resumed COO role. |
| 5 Jun 2026 | 5.02, 5.07 | Annual meeting June 4: nine directors elected, KPMG ratified, say on pay approved, stock plan increased by 23.5m shares. |
| 22 Jun 2026 | 2.05, 5.02 | June 2026 Plan: about 18% US workforce cut incl. hourly, AMP‑1 second shift eliminated, about $158m annualized savings, about $32m cash charges; COO position eliminated and Winterhoff departed. |
| 2 Jul 2026 | 2.02, 5.02, 7.01 | Q2 2026 production 4,774 and deliveries 3,953; Alexander De Bock appointed CFO ($750,000 salary, $7.5m RSU/PSU, $1.1m one time), Boussaid to leave; CEO direct reports halved. |
| 6 Jul 2026 | 2.03 | Drew $800m under DDTL from Ayar. |
| 14 Jul 2026 | 7.01 | Lucid called rumors of a special committee and bankruptcy false; said AlixPartners assists on execution only and liquidity lasts well into next year. |
| 4 Aug 2026 | 2.02 | Q2 2026 revenue $405m (+56%); liquidity $3.0bn; operational reset with $1.4bn 2026 cash improvement plan. |
| 12 Aug 2026 | 8.01 | Resale registration of 55,000 Series C preferred, 51,651,489 conversion shares and 24,038,462 Uber shares. |
| 28 Aug 2026 | 2.03, 5.02, 7.01 | Drew $400m under DDTL on Aug 24 ($1.7bn outstanding, about $800m remaining); SVP Finance and Accounting Gagan Dhingra departed Aug 14. |
| 11 Sep 2026 | 5.02 | Transition agreement: former CFO Boussaid serves as senior advisor until Dec 31, 2026. |
| 5 Oct 2026 | 2.02 | Q3 2026 production 2,954 and deliveries 3,806 as inventory reduced. |
| 9 Oct 2026 | 2.03 | Drew $400m under DDTL on Oct 6; about $2.1bn outstanding, about $400m capacity left before Nov upsizing. |
| 9 Nov 2026 | 2.02 | Q3 2026 revenue $350.3m (+4%), free cash flow ($1.04bn), 30% lower than Q2 2026, liquidity $2.0bn; DDTL commitment +$1.75bn, pro forma liquidity $3.75bn into Q4 2027. |
Table 8.2 Material contracts and financing arrangements
| Contract | Terms |
|---|---|
| DDTL credit agreement with Ayar (PIF), Aug 2024, amended Nov 2025, Apr 2026 and Nov 2026 | Unsecured; commitment about $4.23bn after Amendment No. 3; due 4 Aug 2029; 9.59% weighted rate at 30 Sep 2026; 0.50% undrawn fee; minimum liquidity covenant removed in Apr 2026. |
| Series A, B and C redeemable convertible preferred (Ayar) | $2.30bn issued; 9% dividend paid in kind; liquidation preference $3.20bn at 30 Sep 2026; Series C voting capped at 19.99% and conversion above the Nasdaq share cap settled in cash until stockholders approve (to be sought within 18 months of 28 Apr 2026). |
| Second Vehicle Production Agreement with Uber, 14 Apr 2026 | At least 25,000 Midsize Plus robotaxis over six years from start of production targeted for late 2028; Uber commitment at least 35,000 Lucid vehicles in total, incl. Gravity; conditioned on volume, quality and delivery requirements. |
| Convertible notes due 2030 and 2031 | $1.10bn at 5.00% (conversion $30.00, capped call to $48.00) and $975.0m at 7.00% (conversion $20.81, holder put 1 Nov 2029); proceeds repurchased most of the 1.25% notes due Dec 2026 ($204.3m remain). |
| Saudi government EV Purchase Agreement (Aug 2023) | Minimum 50,000 and up to 100,000 vehicles over ten years; sales $214.0m in 9M 2026 against $69.6m in 9M 2025. |
| Saudi funding for AMP‑2 | SIDF loan up to SAR 5.19bn (about $1.4bn), undrawn; GIB revolver SAR 1.9bn ($503.4m drawn, due Feb 2028); MISA capital support with a right to require transfer of AMP‑2 on default. |
| Aston Martin technology and supply arrangement (2023) | Deferred revenue $114.8m; remaining technology access payments $99m over three years; minimum powertrain spend commitment $225m; Aston Martin shares received valued at $73.2m, now $13.0m. |
9 Ownership, Voting Power & Annual Meeting
- Controlled company: PIF, through Ayar Third Investment Company, reported 280.99m shares (56.85%) incl. preferred as converted at 28 Apr 2026, down from 64.31% in Oct 2024 as other investors bought stock. The 10-Q states PIF held over 50% of voting power at 30 Sep 2026; Lucid uses the Nasdaq controlled company exemptions. Chairman Turqi Alnowaiser is a PIF executive and sits on Uber's board.
- Uber bought $300m of stock in Sep 2025 (13.7m shares at $21.87) and $200m in Apr 2026 (24.04m shares at $8.32); its 13G shows 11.52% and the 10-Q about 9.5% of common stock at 30 Sep 2026. Prince Alwaleed Bin Talal reported 4.95%. A 13F holder trend was not collected.
- 2026 annual meeting (4 Jun 2026): all nine directors elected, with votes for between 97.6% (Turqi Alnowaiser) and 99.5% of votes cast; say on pay 97.9%; the amended 2021 Stock Incentive Plan, adding 23.5m shares, 97.2%.
- Insiders, Nov 2025 to Nov 2026: no open market purchases by officers or directors; open market sales of $0.03m, five sales of 1,000 shares by director Ori Winitzer under a pre arranged plan at $3.09 to $7.46. Other Forms 4 show awards: CEO Napoli 402,073 restricted stock units and 1,000,000 performance options with market value hurdles of $5.0bn to $17.5bn (Apr 2026), plus 603,110 performance units (5 Nov 2026); CFO De Bock 836,036 performance units (5 Nov 2026); the Nov 2026 units vest at market values of $3.5bn to $8.0bn, against about $1.39bn now.
- PIF purchase: Ayar bought 55,000 Series C preferred shares for $550m on 28 Apr 2026 (Form 4).
Table 9.1 Annual meeting vote results, 4 Jun 2026
| Proposal | For (m votes) | Against (m votes) | Abstain (m votes) | For as % of votes cast | Result |
|---|---|---|---|---|---|
| Elect Turqi Alnowaiser | 255.2 | 6.4 | n/a | 97.6 | Elected |
| Elect Douglas Grimm | 260.3 | 1.3 | n/a | 99.5 | Elected |
| Elect Sachin Kansal | 260.4 | 1.2 | n/a | 99.5 | Elected |
| Elect Lisa M. Lambert | 260.3 | 1.4 | n/a | 99.5 | Elected |
| Elect Andrew Liveris | 259.9 | 1.7 | n/a | 99.4 | Elected |
| Elect Nichelle Maynard‑Elliott | 259.6 | 2.0 | n/a | 99.2 | Elected |
| Elect Silvio Napoli | 260.2 | 1.4 | n/a | 99.4 | Elected |
| Elect Chabi Nouri | 259.8 | 1.8 | n/a | 99.3 | Elected |
| Elect Ori Winitzer | 260.1 | 1.5 | n/a | 99.4 | Elected |
| Ratify KPMG LLP for FY2026 | 301.0 | 1.9 | 1.2 | 99.4 | Ratified |
| Say on pay (advisory) | 256.0 | 5.4 | 0.3 | 97.9 | Approved |
| Amended and restated 2021 Stock Incentive Plan (+23.5m shares) | 254.0 | 7.4 | 0.2 | 97.2 | Approved |
Director votes are for and withheld. Broker non votes 42.4m on each item except the auditor ratification. Record date 6 Apr 2026: 330,144,675 common shares plus Series A and B preferred convertible into 53,132,446 shares.
Annual meeting
- No meeting transcript or remarks were filed; the Item 5.07 8-K of 5 Jun 2026 reports only the vote results.
Table 9.2 Major holders and insider transactions
| Holder or group | Shares (m) | Share | Source |
|---|---|---|---|
| PIF, through Ayar Third Investment Company (incl. preferred as converted) | 280.99 | 56.85% | Schedule 13D/A, event 28 Apr 2026 |
| Uber Technologies, through SMB Holding | 37.75 | 11.52% | Schedule 13G, 20 Apr 2026 |
| Uber Technologies, at 30 Sep 2026 | n/a | about 9.5% | 10-Q Q3 2026, share of common stock |
| Prince Alwaleed Bin Talal | 19.51 | 4.95% | Schedule 13G/A, event 29 Jul 2026 |
| Open market purchases by officers and directors, 12 months | nil | $0.00m | Forms 4 |
| Open market sales, 12 months (director Ori Winitzer, pre arranged plan) | 0.005 | $0.03m | Forms 4, five sales of 1,000 shares |
PIF percentages include Series A, B and C preferred on an as converted basis. Bank of America reported 5.3% at 30 Sep 2025 and 1.1% in a 13G/A of Jan 2026. Officer and director holdings as a group were not collected.
Table 9.3 PIF stake over time
| Date of event | PIF beneficial ownership |
|---|---|
| Oct 2024 | 64.31% |
| Apr 2025 | 63.84% |
| Nov 2025 | 60.77% |
| 28 Apr 2026 | 56.85% |
Schedules 13D/A filed by PIF; the share falls as Lucid issues common stock to other investors, incl. Uber and the April 2026 offering.
10 Risk Factors
- Item 1A of the FY2025 10-K holds 86 risk factors against 89 in FY2024: 0 added, 3 removed (merged into one debt and preferred servicing factor) and 17 materially reworded. Changes cover tariffs, export controls and rare earths, the robotaxi agreements with Uber and Nuro, and the OBBBA, which ended federal EV tax credits from 30 Sep 2025. The Forms 10-Q of 2026 restate Item 1A in full; the Q3 2026 10-Q was reviewed only in part.
Table 10.1 Risk factors and legal matters with filed figures
| Risk | Disclosure and change |
|---|---|
| Funding and PIF dependence | Free cash flow ($5.20bn) TTM; liquidity $3.75bn pro forma; DDTL from Ayar about $4.23bn; the 10-Q states more capital will be needed over the longer term. |
| Senior claims ahead of common stock | Debt $4.45bn and preferred liquidation preference $3.20bn, growing with the 9% dividend paid in kind; accumulated deficit $18.5bn. |
| Dilution | 232.4m shares reserved against 396.2m outstanding; the FY2025 factor adds share count growth from compounding preferred dividends. |
| Government programs | OBBBA ended the $7,500 new and $4,500 used EV tax credits from 30 Sep 2025 and removed CAFE penalties (FY2025 10-K); the 10-Q cites a final rule scheduled for 30 Nov 2026 that eliminates CAFE EV credit trading. |
| Tariffs and export controls | Tariffs appear in 12 of 86 factors against 7 of 89; export controls in 10 against 1; China export controls on Nexperia chips and rare earths named as production risks. |
| Robotaxi and partners | Factor widened from Aston Martin to the Uber agreements (at least 35,000 vehicles in total) and reliance on Nuro for Level 4 software. |
| Saudi Arabia and the Gulf | Q1 2026 10-Q adds military operations in the Gulf region; AMP‑2 relies on PIF affiliates and Saudi state funding; MISA can require transfer of AMP‑2 on default. |
| Legal | Eke v. Lucid class action (May 2026) over the Gravity seat supplier disruption; In re Lucid Group Securities Litigation over 2022 production targets; supplier contractual claims after lower volumes. |
How risk factors changed
- Comparison: 10-K FY2025 filed 24 Feb 2026 acc 0001628280-26-011053 against 10-K FY2024 filed 25 Feb 2025 acc 0001628280-25-007725.
- Tariffs appear in 12 of 86 risk factors in the FY2025 10-K against 7 of 89 a year earlier, with mentions up from 21 to 37
- Export controls are named in 10 factors against 1, and rare earth materials in 4 factors against none
- Uber and robotaxis each appear in 3 factors against none a year earlier; AI mentions rise from 1 to 10
- The OBBBA is cited in 4 factors, covering the end of federal EV tax credits from 30 Sep 2025 and removal of CAFE penalties
- Financing risk factors fall from 15 to 12 as four debt and preferred stock factors are merged into one, while convertible note mentions rise from 53 to 69 after the 2030 and 2031 Notes
Table 10.2 Size of the risk factor section
| Measure | 10-K FY2024 | 10-K FY2025 |
|---|---|---|
| Risk factors (count) | 89 | 86 |
| Words in Item 1A | 42,857 | 43,565 |
Table 10.3 Risk factors added, removed and materially reworded
| Change | Risk factor | What changed |
|---|---|---|
| Removed | Funds to repurchase 2026 Notes on fundamental change | Standalone factor removed; its content now sits in the consolidated debt and preferred servicing factor after 2026 Notes fell to $204.3m. |
| Removed | Cash due on preferred mandatory conversion or redemption | Standalone factor removed; merged into the consolidated servicing factor. |
| Removed | Preferred settlement dilution and indeterminable share count | Standalone factor removed; dilution text moved into the equity issuance factor, which now covers compounding preferred dividends. |
| Reworded | Debt and preferred stock servicing needs cash | Four FY2024 factors (debt servicing, 2026 Notes repurchase funding, cash due on preferred conversion, preferred settlement dilution) are merged into one factor of about 1,650 words that lists the $2.0bn 2026 Notes, $1.1bn 2030 Notes and $975.0m 2031 Notes, the repurchases that cut the 2026 Notes to $204.3m, and the 1 Nov 2029 put on the 2031 Notes. |
| Reworded | Loss of government EV programs and incentives | Adds that the OBBBA (enacted 4 Jul 2025) ended the $7,500 new and $4,500 used EV tax credits from 30 Sep 2025 and charger credits from 30 Jun 2026, removed CAFE noncompliance penalties, and that EVs lost carpool lane access; drops the earlier text on revoked executive orders. |
| Reworded | US trade policy and tariff uncertainty | Heading adds 'uncertainties surrounding' tariffs; text adds blanket import tariffs on steel, aluminium, vehicle parts and software, Canadian countermeasure tariffs on US built vehicles and enhanced export controls by trading partners. |
| Reworded | Benefits of Aston Martin, Uber and Nuro agreements | Widened from Aston Martin only to include the July 2025 Uber Vehicle Production Agreement for at least 20,000 Gravity Plus robotaxis over six years and reliance on Nuro for Level 4 software; adds failure to sign a long form Aston Martin supply agreement as a risk. |
| Reworded | Conditional conversion of convertible notes | Extended from the 2026 Notes to the 2030 and 2031 Notes, with free conversion windows from 15 Sep 2026, 1 Jan 2030 and 1 Aug 2031. |
| Reworded | Dilution from new equity and convertible securities | Heading adds conversion, redemption or repurchase of convertibles; text adds preferred share count growth from 9% compounding dividends and the Minimum Consideration payable on mandatory conversion or a fundamental change; drops the Ayar lock up descriptions. |
| Reworded | Brand reputation | Adds influencer engagement and viral negative posts or reviews on quality as a demand risk; drops general text on third party reviews. |
| Reworded | Key employees and talent | Adds competition for skilled workers in California, transition to high volume manufacturing and the February 2026 workforce reduction plan in place of the 2024 restructuring reference. |
| Reworded | Global recession and adverse economic conditions | Heading drops bank closures; text now cites trade policy, tariffs, export controls and trade war threat as recession causes, supplier insolvency, and a disproportionate effect on Lucid given its luxury positioning. |
| Reworded | ESG renamed sustainability expectations | Heading changes 'ESG' to 'sustainability matters' and adds 'conflicting' expectations; text adds risk from downgraded ratings and removal from sustainability funds or indexes. |
| Reworded | Ability to incur more debt | Covenant references now cover the ABL Credit Facility and the Series A and Series B Certificates of Designations. |
| Reworded | Need for additional capital | Drops the itemised history of past raises (2026 Notes, SIDF loan, June 2023 $1.2bn offering, $997.6m preferred placements) and keeps the general funding risk. |
| Reworded | Battery cell and material costs and supply | Adds rare earths (neodymium, terbium, praseodymium), China's export controls on Nexperia chips and rare earth minerals as current production risks; drops the Panasonic agreement reference. |
| Reworded | Distribution relies on direct to consumer | Heading changes from lacking a third party dealer network to a direct to consumer model; adds evaluation of importer and agency models as Lucid expands abroad. |
Showing 14 of 17 materially reworded factors.
Table 10.4 Risk factor updates in quarterly reports since the annual filing
| Filing | Change disclosed |
|---|---|
| 10-Q Q1 2026 filed 5 May 2026 | Full Item 1A restated (about 43,900 words, 85 of 86 10-K headings found). Adds the 29 day Gravity delivery halt from a second row seat supplier issue, military operations in the Gulf region and Iran as supply chain and energy price risks, the February 2026 Supreme Court IEEPA tariff ruling and refund requests, the April 2026 Series C preferred issue with cash settlement above a conversion share cap until shareholder approval, and Napoli's CEO appointment; the cybersecurity group is retitled to include AI enabled technologies. |
| 10-Q Q2 2026 filed 4 Aug 2026 | Full Item 1A restated (about 44,900 words). Adds that lower production volumes have strained supplier relationships and led to supplier contractual claims, stresses supplier and customer confidence in liquidity, notes IEEPA tariff refunds received, adds tax initiative text, and retitles the distribution factor to direct to consumer at home with alternative models abroad. |
| 10-Q Q3 2026 filed 9 Nov 2026 | Full Item 1A restated (about 98KB). Summary headings now include 'Failure to attract or retain customers through the purchase process' and executive leadership in the key personnel factor; text reviewed adds the cash flow improvement plan, the first half 2026 workforce reductions including elimination of the AMP‑1 second shift, Q3 net loss of $830.9m and accumulated deficit of $18.5bn, and the NEVI charger program ending at the end of 2026. The Q3 MD&A cites the CAFE final rule scheduled to take effect on 30 Nov 2026 under the government programs factor; only the first half of the Q3 Item 1A text could be retrieved. |
11 Stock Price, Scenarios & Sensitivity
- LCID traded at $3.50 on 10 Nov 2026, the day after results (prior close $3.60), 79.9% below the 52 week high of $17.40 and 47.7% above the low of $2.37.
- Valuation: market value $1.39bn on 396.25m shares; EV/Sales 3.1x TTM revenue, or 5.2x with the PIF preferred at its liquidation preference. There is no P/E, as Lucid has no earnings.
- Scenario method (model assumptions set in this analysis): each case multiplies FY2029 revenue by an exit EV/sales of 2.5x, against 3.1x for Lucid and 3.0x for Rivian now, deducts net debt of $3.5bn at 30 Sep 2026 held flat (no cash burn deducted; convertible notes treated as debt) and divides by 504.6m shares (396.3m common plus 108.3m for the preferred as converted), raised by 20% (best), 40% (base) or 60% (worst) for future equity funding. Operating margins do not enter the price.
Critical factors and core assumptions
Table 11.1 Critical factors behind the best case
| Factor | Current value | Best case requires | Evidence in filings and calls |
|---|---|---|---|
| Midsize start of production | H2 2027; Uber Midsize Plus late 2028 | start on time with prices below $50,000 and positive unit margins by 2028 | 8-K Ex 99.1, 9 Nov 2026; 8-K, 14 Apr 2026 |
| Cash consumption | free cash flow ($1.04bn) in Q3 2026, ($5.20bn) TTM | quarterly burn below $500m by 2028 | 8-K Ex 99.1, 9 Nov 2026 |
| Gross margin | (73.7%) in Q3 2026; (92.8%) in FY2025 | positive gross margin on Gravity and Midsize by 2028 | 10-Q Q3 2026 MD&A |
| PIF funding | DDTL about $4.23bn, about $2.13bn available; PIF owns 56.85% incl. preferred | continued funding without redemption of the preferred | 10-Q Q3 2026; Schedule 13D/A |
| Robotaxi volumes | Uber at least 35,000 vehicles; Bolt partnership with an initial goal of at least 25,000 vehicles; more than 100 test vehicles | Uber orders flowing from 2027 | 8-K, 14 Apr 2026; 8-K Ex 99.1, 9 Nov 2026 |
| AMP‑2 and Saudi demand | inauguration early 2027; government agreement for at least 50,000 vehicles | complete vehicle production and Saudi government orders fill capacity | 10-Q related party note; 8-K Ex 99.1, 9 Nov 2026 |
- Revenue paths: TTM Q3 2026 revenue of $1.56bn grows to FY2029 at the rates in the scenario table; these growth rates are model assumptions, and Lucid has filed no revenue target for FY2029.
- Best case: Midsize starts in H2 2027 at AMP‑1 and AMP‑2, with Uber and Bolt robotaxi volumes; gross margin positive by 2028; PIF funds the gap through the DDTL.
- Base case: Midsize ramps slowly from 2028; Air and Gravity near 15,000 to 20,000 units a year; continued PIF support through preferred stock and convertibles.
- Worst case: Midsize slips past 2028 or is scaled back; US EV demand stays low; free cash flow near ($1bn) a quarter requires further PIF financing ranking ahead of common stock.
- Common to all cases: no dividends; the preferred liquidation preference of $3.20bn is replaced by its as converted shares.
Scenarios, three years forward
Table 11.2 Scenario analysis, TTM Q3 2026 revenue to FY2029
| Measure | Worst case | Base case | Best case |
|---|---|---|---|
| Revenue CAGR, 3 years (%) | 0.8 | 30.9 | 56.6 |
| Revenue, FY2029 ($bn) | 1.6 | 3.5 | 6.0 |
| Exit EV/Sales (x) | 2.5 | 2.5 | 2.5 |
| Implied price ($) | 1 | 7 | 19 |
| Change against $3.50 (%) | (82) | 112 | 442 |
| Implied annual return (%) | (44.0) | 28.6 | 75.7 |
Implied prices are outputs of the scenario model under the assumptions above.
Sensitivity analysis
Table 11.3 Sensitivity of implied price to revenue CAGR and exit EV/Sales
| Revenue CAGR \ EV/Sales | 2x | 3x | 4x | 5x |
|---|---|---|---|---|
| 1% | $0 | $2 | $4 | $6 |
| 15% | $2 | $5 | $8 | $12 |
| 31% | $5 | $10 | $15 | $20 |
| 45% | $9 | $15 | $22 | $29 |
| 57% | $12 | $21 | $29 | $38 |
Cells show implied share price in year 3. Price of 10 Nov 2026 $3.50. Blue cells sit above it, red cells below. Each cell uses the base case share count of 706.4m (40% dilution) and the net debt of the scenario model.
Disclaimer
This analysis is for information only and is not financial advice. It is derived from public SEC filings retrieved via sec-api.io and is not a publication of the U.S. Securities and Exchange Commission. Scenario values are model outputs under stated assumptions and are not forecasts. Data as of 10 November 2026.
Sources
All company and peer figures are read from SEC filings retrieved through the sec-api.io MCP server.
Table A.1 Filings used, with accession numbers
| Form | Period | Filed | Accession number |
|---|---|---|---|
| 10-Q | Q3 2026 | 9 Nov 2026 | 0001628280-26-072216 |
| 8-K (2.02) Ex 99.1 | Q3 2026 | 9 Nov 2026 | 0001628280-26-072158 |
| 8-K Ex 99.1 production and deliveries | Q3 2026 | 5 Oct 2026 | 0001628280-26-064910 |
| 10-Q | Q2 2026 | 4 Aug 2026 | 0001628280-26-052606 |
| 8-K Ex 99.1 | Q2 2026 | 4 Aug 2026 | 0001628280-26-052548 |
| 10-Q | Q1 2026 | 5 May 2026 | 0001628280-26-030517 |
| 8-K Ex 99.1 | Q1 2026 | 5 May 2026 | 0001628280-26-030509 |
| 10-K | FY2025 | 24 Feb 2026 | 0001628280-26-011053 |
| 8-K Ex 99.1 | Q4 2025 | 24 Feb 2026 | 0001628280-26-011118 |
| 10-K | FY2023 | 27 Feb 2024 | 0001628280-24-007209 |
| 10-K | FY2022 | 28 Feb 2023 | 0001628280-23-005540 |
| 10-Q | Q2 2025 | 5 Aug 2025 | 0001811210-25-000007 |
| 10-Q | Q1 2025 | 6 May 2025 | 0001628280-25-022685 |
| 8-K Ex 99.1 investor day | 12 Mar 2026 | 12 Mar 2026 | 0001628280-26-017231 |
| SC 13D/A (PIF) | 28 Apr 2026 | 30 Apr 2026 | 0001104659-26-053223 |
| Schedule 13G (Uber) | 14 Apr 2026 | 20 Apr 2026 | 0001552781-26-000254 |
| 10-Q (Rivian) | Q3 2026 | 29 Oct 2026 | 0001874178-26-000066 |
| 10-K (Rivian) | FY2025 | 12 Feb 2026 | 0001874178-26-000008 |
Table A.2 Competitor filings used
| Company | Form | Filed | Accession number |
|---|---|---|---|
| Ford | 10-Q | 28 Oct 2026 | 0000037996-26-000191 |
| Li Auto | 6-K Ex 99.1 | 26 Aug 2026 | 0001104659-26-101065 |
| NIO | 6-K Ex 99.1 | 1 Sep 2026 | 0001104659-26-104110 |
| Polestar | 6-K Ex 99.1 | 3 Sep 2026 | 0001884082-26-000013 |
| Polestar | 6-K Ex 99.1 | 8 Oct 2026 | 0001104659-26-114526 |
| Rivian | 10-Q | 29 Oct 2026 | 0001874178-26-000066 |
| Tesla | 10-Q | 21 Oct 2026 | 0001628280-26-066775 |
| XPeng | 6-K Ex 99.1 | 25 Aug 2026 | 0001193125-26-364050 |
Table B.1 Exhibits to Forms 8-K filed in the last twelve months
| Filed | Exhibit | Document | Content |
|---|---|---|---|
| 5 Nov 2025 | EX-99.1 | Q3 2025 results press release | Q3 2025 revenue $336.6m, up 68%; deliveries 4,078, up 47%; production 3,891, up 116%, plus more than 1,000 vehicles built for final assembly in Saudi Arabia; Total liquidity $4.2bn at 30 Sep 2025, or about $5.5bn including the DDTL increase agreed after quarter end |
| 5 Nov 2025 | EX-10.1 | Amendment No. 1 to DDTL Credit Agreement with Ayar | Delayed draw term commitment raised from $750m to about $2.0bn; maturity 4 Aug 2029; Upfront fee of 0.75% on the increase; undrawn fee 0.50% a year; facility undrawn at signing |
| 12 Nov 2025 | EX-99.1 | Proposed $875m convertible notes due 2031 | Launched $875m of convertible senior notes due 2031 with a $100m option for initial purchasers; Proceeds to repurchase part of the 1.25% convertible notes due 2026; Ayar to enter a prepaid forward on Lucid shares with delivery around note maturity |
| 17 Nov 2025 | EX-99.1 | Pricing of 7.00% convertible notes due 2031 | Priced at 7.00% interest; initial conversion price about $20.81, a 22.5% premium to the $16.99 close on 11 Nov 2025; Option exercised in full: $975m issued on 17 Nov 2025; net proceeds about $962.4m |
| 17 Nov 2025 | EX-4.1 | Indenture for 7.00% convertible senior notes due 2031 | Notes mature 1 Nov 2031; interest paid 1 May and 1 Nov from 1 May 2026; Not redeemable before 6 Nov 2028; holders may put notes on 1 Nov 2029 at par |
| 17 Nov 2025 | EX-10.1 | Amendment No. 6 to Investor Rights Agreement | Grants Ayar demand, piggyback and shelf registration rights for shares delivered under the 2025 prepaid forward transactions |
| 5 Jan 2026 | EX-99.1 | Q4 2025 production and deliveries | FY2025 production 18,378, up 104%; deliveries 15,841, up 55%; Q4 2025 production 8,412 and deliveries 5,345, up 31% on Q3 2025 |
| 23 Jan 2026 | EX-10.1 | CFO offer letter amendment (Taoufiq Boussaid) | Housing subsidy extended from six to twelve months; annual stipend raised from $100,000 to $200,000; Repatriation, tax and immigration support capped at $275,000 if terminated without cause |
| 24 Feb 2026 | EX-99.1 | Q4 and FY2025 results press release | Q4 2025 revenue $522.7m, up 123%; FY2025 revenue $1.354bn, up 68%; FY2025 deliveries 15,841, up 55%; Q4 deliveries 5,345, up 72%; GAAP diluted loss per share $(3.62) in Q4 and $(12.09) in FY2025 |
| 24 Feb 2026 | EX-99.2 | Resale prospectus supplement for 69.1m shares | Registered 69,108,837 shares for resale: 13,715,121 held by Uber's SMB and 55,393,716 deliverable to Ayar under prepaid forwards; SMB may not sell before March 2027; forward shares due to Ayar in April 2030 and November 2031 |
| 12 Mar 2026 | EX-99.1 | Investor day press release: Midsize platform and profitability plan | Midsize platform priced from below $50,000; first two models Lucid Cosmos and Lucid Earth; Lunar two seat robotaxi concept; New Atlas drive unit; battery packs cited as about 30% to 40% of EV cost |
| 12 Mar 2026 | EX-99.2 | Investor day presentation | 2026 targets reaffirmed: production 25,000 to 27,000 units, capital expenditure $1.2bn to $1.4bn; Midsize expands addressable market from about $40bn to about $350bn (global excluding China); up to 70% lower unit costs; about 60% lower bill of materials than 2025 Gravity |
| 3 Apr 2026 | EX-99.1 | Q1 2026 production and deliveries | Q1 2026 production 5,500 and deliveries 3,093; Gravity deliveries disrupted for 29 days by a supplier quality issue with second row seats |
| 14 Apr 2026 | EX-99.1 | Silvio Napoli named next CEO | Former Schindler Group Chairman and CEO to become CEO; Marc Winterhoff to return to COO; 8-K terms: base salary $1.5m, target bonus 200% of salary, 2026 long term grant $9.5m target, $1m relocation payment |
| 14 Apr 2026 | EX-99.1 | PIF and Uber investments; robotaxi deal to at least 35,000 vehicles | Ayar to buy $550m of Series C convertible preferred stock; Uber's SMB to buy $200m of common stock, lifting Uber's total investment to $500m; Uber commitment raised to at least 35,000 Lucid vehicles including Gravity and Midsize; Second VPA minimum 25,000 Midsize Plus vehicles over six years from start of production targeted for late 2028 |
| 14 Apr 2026 | EX-10.1 | Series C preferred subscription agreement with Ayar | 55,000 shares at $10,000 initial value; 9% compounding dividend paid in kind quarterly from 30 Jun 2026; Voting capped at 19.99% of pre issue voting power; 12 month transfer lock up for Ayar |
| 14 Apr 2026 | EX-10.2 | Common stock subscription agreement with Uber's SMB | $200m of Class A common stock (24,038,462 shares per the Aug 2026 resale filing); 18 month transfer restriction |
| 14 Apr 2026 | EX-10.3 | Second Vehicle Production Agreement with Uber | Minimum 25,000 Lucid Midsize Plus robotaxi vehicles over six years after start of production, targeted late 2028; Combined Gravity Plus and Midsize Plus commitment rises to 35,000 units; conditioned on volume, quality and delivery requirements |
| 14 Apr 2026 | EX-10.4 | Amendment No. 2 to DDTL Credit Agreement | Undrawn commitments raised by $500m, total facility about $2.5bn; $500m drawn in April 2026; Minimum liquidity covenant removed; no longer required to use ABL availability before DDTL draws |
| 14 Apr 2026 | EX-99.1 | Pricing of $300m registered common stock offering | Gross proceeds $300m, net about $291.5m; BofA Securities sole underwriter; Total raise about $1.05bn with the PIF and Uber placements |
| 14 Apr 2026 | EX-1.1 | Underwriting agreement with BofA Securities | Shares sold from time to time at market or negotiated prices; customary indemnification |
| 29 Apr 2026 | EX-3.1 | Certificate of Designations, Series C convertible preferred | Ayar bought 55,000 Series C shares for $550m on 28 Apr 2026; liquidation preference $591.9m at 30 Sep 2026 per Q3 2026 release |
| 29 Apr 2026 | EX-10.1 | Amendment No. 7 to Investor Rights Agreement | Piggyback and shelf registration rights for Ayar on Series C shares and conversion shares |
| 5 May 2026 | EX-99.1 | Q1 2026 results press release | Q1 2026 revenue $282.5m, up 20%; production 5,500, up 149%; deliveries 3,093; North America order intake up 144% in March 2026 on February; March sales up 14% on March 2025 |
| 1 Jun 2026 | EX-99.1 | Silvio Napoli assumes CEO role | Napoli CEO effective 1 Jun 2026; Winterhoff back to COO reporting to Napoli |
| 5 Jun 2026 | 8-K text | 2026 annual meeting vote results | Nine directors elected; votes for ranged from 255.2m (Turqi Alnowaiser) to 260.4m (Sachin Kansal); KPMG ratified 300.97m for, 1.91m against; say on pay 255.95m for, 5.41m against |
| 22 Jun 2026 | 8-K text | June 2026 restructuring and COO exit | About 18% US workforce cut including production workers; AMP‑1 second shift eliminated; Annualised savings about $158m; cash charges about $32m |
| 2 Jul 2026 | EX-99.1 | Q2 2026 production and deliveries; leadership changes | Q2 2026 production 4,774 and deliveries 3,953; Alexander De Bock named incoming CFO; Taoufiq Boussaid to leave after Q2 results |
| 6 Jul 2026 | 8-K text | $800m DDTL draw | Drew $800m under the Ayar DDTL facility on 6 Jul 2026 |
| 14 Jul 2026 | 8-K text | Statement denying market rumours | Company called rumours completely false; stated liquidity sufficient into 2027; No special board committee formed; AlixPartners assisting on execution and has not recommended bankruptcy |
| 4 Aug 2026 | EX-99.1 | Q2 2026 results and operational reset | Q2 2026 revenue $405.3m, up 56%; production 4,774, up 24%; deliveries 3,953, up 19%; $1.4bn 2026 cash flow improvement plan: inventory $600m to $800m, capital expenditure about $500m, operating expenses about $200m |
| 12 Aug 2026 | EX-99.1 | Resale registration for Series C and Uber shares | Registered 55,000 Series C shares, 51,651,489 conversion shares and 24,038,462 Uber shares for resale; SMB locked up until October 2027; Ayar's Series C locked up until April 2027 |
| 28 Aug 2026 | EX-99.1 | New commercial, finance and marketing leaders; $400m DDTL draw | Shawn Mirabal President North America Commercial; Mike Molino VP Finance; Angela Zepeda VP Global Marketing; 8-K Item 2.03: $400m DDTL draw on 24 Aug 2026; $1.7bn outstanding with about $800m capacity left |
| 11 Sep 2026 | 8-K text | Former CFO transition agreement | Boussaid Senior Advisor to 31 Dec 2026 at $10,000 a month; prorated 2026 bonus $156,390 plus severance plan benefits |
| 5 Oct 2026 | EX-99.1 | Q3 2026 production and deliveries | Q3 2026 production 2,954 and deliveries 3,806; deliveries above production as inventory was cut; Operating reset targets $1.4bn of 2026 cash flow improvements; Gravity demand regaining momentum |
| 9 Oct 2026 | 8-K text | $400m DDTL draw | Drew $400m on 6 Oct 2026; about $2.1bn outstanding with about $400m capacity left |
| 9 Nov 2026 | EX-99.1 | Q3 2026 results press release | Q3 2026 revenue $350.3m, up 4%, against a US battery EV market down 41%; Free cash flow negative $1.04bn, 30% lower than Q2; adjusted EBITDA negative $726.3m; gross margin negative 73.7% against negative 99.1% |
