Luminar Form 4: CEO Receives 2.1 Million Share Equity Award

Rhea-AI Filing Summary

On 07/28/2025, Luminar Technologies (LAZR) Chief Executive Officer and Director Paul Ricci filed a Form 4 detailing an initial equity award. Ricci acquired 2,109,546 Class A shares via restricted stock units (RSUs) at $0 cost.

Key award components:

• 468,788 fully-vested RSUs (subject to 12-month claw-back if employment ends for cause or without good reason).
• 820,379 time-based RSUs vesting semi-annually over three years starting 05/27/2025.
• Up to 820,379 performance RSUs vesting in three tranches upon market-capitalization milestones.

To cover tax withholding, 239,193 shares were automatically withheld and disposed at $3.32 (Transaction Code F), leaving Ricci with 1,870,353 shares held directly after the transactions.

Positive

• Alignment of interests: 2.11 M RSU grant (including performance milestones) ties CEO compensation to share price and market-cap growth.
• Claw-back provision: Fully vested portion is subject to a 12-month claw-back, adding shareholder protection.

Negative

• Potential dilution: Issuance of up to 2.11 M new shares increases share count over time.
• Tax-withholding disposal: 239,193 shares were sold/withheld at $3.32, placing marginal selling pressure.

Insights

Securities Analyst

TL;DR (25w) Routine CEO RSU grant; no cash outlay; net ownership 1.87 M shares; limited dilution; unlikely to move LAZR share price materially.

The filing represents standard executive onboarding compensation. Although 2.1 M shares sounds large, the grant is split between immediate, time-based, and performance-based RSUs, meaning actual dilution unfolds over time and remains contingent on service and market-cap targets. No open-market buying or selling occurred. The net disposal was a tax-withholding mechanism at $3.32. Given the absence of cash consideration and the conditional vesting, I view the market impact as neutral; investors should monitor future Form 4s for any sales once RSUs settle.

Corporate Governance Specialist

TL;DR (22w) Equity-heavy package strengthens pay-for-performance link but introduces potential dilution; governance structure otherwise unchanged.

The mix of time-based and performance RSUs aligns executive incentives with long-term valuation creation, which is positive from an agency-cost perspective. The claw-back on the immediate grant adds protection for shareholders. However, issuance of up to 2.1 M new shares—plus any future tax-related disposals—does incrementally dilute existing holders. Because the award size is not contextualized against total shares outstanding in the filing, dilution magnitude cannot be assessed here. Overall governance impact remains neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RICCI PAUL

(Last) (First) (Middle)

C/O LUMINAR TECHNOLOGIES, INC.

2603 DISCOVERY DRIVE, SUITE 100

(Street)

ORLANDO FL 32826

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Luminar Technologies, Inc./DE [ LAZR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/28/2025		A		2,109,546(1)	A	$0	2,109,546	D
Class A Common Stock	07/28/2025		F(2)		239,193	D	$3.32	1,870,353	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of (i) 468,788 shares of Class A common stock ("Shares") underlying restricted stock unit awards fully vested on the grant date, subject to clawback if within 12 months following the employment start date, the Issuer terminates the executive's employment for "cause" or he resigns without "good reason," (ii) 820,379 Shares underlying a time-based restricted stock unit award which will vest over a three (3) year period from May 27, 2025 in equal installments on a semi-annual basis, subject to continued service and (iii) up to 820,379 Shares underlying a performance restricted stock unit award eligible to vest in three equal installments based on the Issuer's achievement of market capitalization milestones, subject to continued service.

2. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the 468,788 of fully vested RSU awards.

	/s/ Alex Phillips, as Attorney-in-Fact	07/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Luminar (LAZR) shares did CEO Paul Ricci acquire on 07/28/2025?

He received 2,109,546 Class A shares through restricted stock unit awards.

What is the structure of Paul Ricci's RSU award?

It includes 468,788 fully-vested RSUs, 820,379 time-based RSUs vesting over three years, and up to 820,379 performance RSUs.

How many shares were disposed of for tax withholding?

239,193 shares were automatically withheld and sold at $3.32 to cover taxes.

How many Luminar shares does the CEO hold after the reported transactions?

Ricci reports 1,870,353 shares held directly following the transactions.

Did the CEO pay cash for the new shares?

No. The RSUs were granted at $0 cost; they are equity compensation, not open-market purchases.