[8-K] Luminar Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Grove Collaborative Holdings, Inc. (NYSE: GROV) filed an 8-K disclosing an Amendment to its $100 million Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. (Yorkville). The original July 18, 2022 SEPA permits Grove to issue up to $100 million of Class A common stock to Yorkville at its discretion over 36 months.

The July 8 2025 amendment makes two material changes: (1) the definition of “Market Price” is revised from the average volume-weighted average price (VWAP) over three trading days to the lowest daily VWAP within that period, and (2) the commitment period is extended to August 1 2027, providing Grove an additional two years of access to the facility.

Implications for investors: The extension enhances Grove’s liquidity flexibility and could reduce financing risk during a challenging macro environment. However, using the lowest VWAP as the pricing floor may lead to lower issuance prices and greater dilution for existing shareholders if the facility is drawn. No immediate share issuance or financial metrics were reported; the amendment simply modifies contractual terms.

Positive

• Extended access to $100 million equity facility through August 1 2027, improving Grove’s liquidity planning window.
• No increase in commitment fee or facility size, preserving existing cost structure while adding time flexibility.

Negative

• Market Price definition changed to lowest daily VWAP, likely resulting in lower issuance prices and higher shareholder dilution.
• Continued reliance on equity financing signals persistent capital needs and may pressure per-share metrics if facility is used.

Insights

Equity Capital Markets Specialist

TL;DR: Extension boosts liquidity, but pricing change heightens dilution risk.

The SEPA now runs to 2027, giving Grove a standing back-stop for equity capital. This is useful for a consumer-products company with uneven cash flows and limited traditional debt capacity. Yet, shifting to the lowest VWAP over three days tilts pricing in Yorkville’s favour and, by design, increases share count needed to raise a given dollar amount. Investors should model a larger potential ownership hit if management taps the facility in a weak tape. Absence of a higher dollar cap means total dilution remains theoretically capped at $100 million, but effective dilution could rise materially if share price weakens.

Sell-side Consumer Products Analyst

TL;DR: Liquidity safety-net secured; neutral overall pending usage.

On balance, the amendment provides strategic flexibility: Grove may postpone or avoid costly external financings while navigating its path to profitability. The longer commitment period coincides with management’s multi-year turnaround plan. The potentially lower issuance price is a concern, but only material if management actively draws on the facility. Investors should monitor actual take-downs disclosed in future 8-Ks and quarterly reports.

Luminar Technologies, Inc./DE0001758057false00017580572025-07-032025-07-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 3, 2025

LUMINAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38791

83-1804317

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (800) 532-2417

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Class A Common Stock, par value of $0.0001 per share

LAZR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

On July 3, 2025, the stockholders of Luminar Technologies, Inc. (the “Company”) approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan to increase the number of shares of Class A common stock authorized for issuance thereunder (as amended, the “Amended Plan”), as described in more detail in the Company’s definitive proxy statement filed with the SEC on June 6, 2025. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

On July 3, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected three Class II directors to the Company’s board of directors; (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) did not approve, on an advisory (non-binding) basis, the compensation of the named executive officers; (4) approved, for purposes of complying with Nasdaq Listing Rule 5635(d), up to the full issuance of shares of Class A common stock pursuant to that certain Securities Purchase Agreement, dated May 19, 2025; and (5) approved an amendment to the Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan to increase the authorized share reserve.

A total of 70,745,022 votes, or approximately 72% of the voting power of the shares of the Company’s common stock outstanding, on an as-converted basis, as of the record date of June 3, 2025, were represented in person or by proxy at the Annual Meeting. The matters voted on by the Company’s stockholders and the voting results are as follows:

1. Election of Directors. All three nominees for director were elected as Class II directors to the Company’s board of directors to serve until the Company’s 2028 annual meeting of stockholders, or until their successors are duly elected and qualified, by the following votes:

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Alec E. Gores						53,759,336						1,418,203						15,567,483
Matthew J. Simoncini						4,799,804						50,377,735						15,567,483
Daniel D. Tempesta						5,038,227						50,139,312						15,567,483

2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The appointment of KPMG LLP was ratified by the following votes:

Votes For						Votes Against						Abstained
70,312,838						334,841						97,343

3. Advisory vote on executive compensation. The Company’s stockholders did not approve, on an advisory basis, the compensation of the Company’s named executive officers. The proposal received the following votes:

Votes For						Votes Against						Abstained						Broker Non-Votes
3,544,018						51,497,754						135,767						15,567,483

4. Issuance of shares of Class A Common Stock pursuant to the Series A Convertible Preferred Stock Financing. The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), up to the full issuance of shares of the Company’s Class A common stock pursuant to that certain Securities Purchase Agreement, dated May 19, 2025, entered into in connection with a Series A Convertible Preferred Stock financing

with certain institutional accredited investors, without giving effect to the 19.99% cap under Nasdaq Listing Rule 5635(d). The proposal received the following votes:

Votes For						Votes Against						Abstained						Broker Non-Votes
54,329,036						790,260						58,243						15,567,483

5. Amend the Amended and Restated 2020 Equity Incentive Plan. The Company’s stockholders approved an amendment to the Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan to increase the authorized share reserve by 2,500,000 shares. The proposal received the following votes:

Votes For						Votes Against						Abstained						Broker Non-Votes
51,883,895						2,664,964						628,680						15,567,483

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.1						Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement of Luminar Technologies, Inc. on Schedule 14A filed with the Securities and Exchange Commission on June 6, 2025).
104						Cover page interactive data file formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Luminar Technologies, Inc.
Date: July 8, 2025			By:			/s/ Thomas J. Fennimore
			Name:			Thomas J. Fennimore
			Title:			Chief Financial Officer

FAQ

What did Grove Collaborative (GROV) announce in its July 8 2025 8-K?

The company amended its Standby Equity Purchase Agreement, extending it to August 1 2027 and revising the pricing formula.

How much capital can Grove raise under the updated SEPA?

Up to $100 million of Class A common stock, the same limit set in 2022.

How was the pricing formula modified?

Shares will now be sold at the lowest daily VWAP during a three-day period instead of the prior three-day average VWAP.

Does the amendment immediately dilute current shareholders?

No. Dilution occurs only if Grove issues shares to Yorkville; the amendment changes terms but no issuance was reported.

Why might Grove need this extended facility?

It provides a liquidity backstop for working capital or strategic initiatives while Grove seeks path to profitability.