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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):
April 14, 2026
Lucid
Group, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-39408 |
85-0891392 |
(State or other jurisdiction
of
incorporation or organization) |
(Commission File
Number) |
(I.R.S. Employer Identification
No.) |
| |
|
|
7373
Gateway Boulevard
Newark,
CA |
|
94560 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
| Registrant’s telephone number, including
area code: (510)
648-3553 |
| |
| (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 (see General
Instruction A.2. below):
¨ 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(s) | |
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value per share | |
LCID | |
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 8.01 Other Events.
Underwriting Agreement
On April 14,
2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”), between the Company
and BofA Securities, Inc. (the “Underwriter”), relating to the issuance and sale (the “Offering”)
of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for
aggregate net proceeds, after expenses, to the Company of approximately $291.5 million.
The Underwriter may offer the shares of Common Stock from time to time for sale in one or more transactions on the Nasdaq Global Market,
in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. The Common Stock is being sold pursuant to a prospectus supplement, dated
April 14, 2026, and the accompanying prospectus, dated April 14, 2026, each filed with the Securities and Exchange Commission,
relating to the Company’s shelf registration statement on Form S-3ASR (File No. 333-295033).
The Company has agreed to indemnify the Underwriter against certain
liabilities, including certain liabilities under the Securities Act of 1933, as amended. If the Company is unable to provide the required
indemnification, the Company has agreed to contribute to payments the Underwriter may be required to make in respect of those liabilities.
In addition, the Underwriting Agreement contains customary representations, warranties and covenants of the Company.
The foregoing description of the Underwriting Agreement is not complete
and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Skadden, Arps, Slate, Meagher & Flom
LLP relating to the Common Stock sold pursuant to the Underwriting Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
A copy of the press release announcing the pricing of the Offering
is attached as Exhibit 99.1, and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
Description |
| 1.1 |
Underwriting Agreement, dated April 14, 2026, between Lucid Group, Inc., and BofA Securities, Inc. |
| 5.1 |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
| 23.1 |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). |
| 99.1 |
Press Release, dated April 14, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
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.
Dated: April 14, 2026
| |
LUCID GROUP, INC. |
| |
|
|
| |
By: |
/s/
Taoufiq Boussaid |
| |
|
Taoufiq Boussaid |
| |
|
Chief Financial Officer |
Exhibit 99.1

Lucid Group, Inc. Announces
Registered Public Offering of Common Stock; Total Raise of Approximately $1.05 Billion with Previously Announced Investments from Uber and
PIF
| · | Lucid
prices its $300 million registered offering of common stock |
| · | Uber
to increase its total investments in Lucid to $500 million |
| · | Ayar
Third Investment Company, an affiliate of the Public Investment Fund, to purchase $550
million of Lucid’s convertible preferred stock |
Newark, Calif. — April 14,
2026 — Lucid Group, Inc. (NASDAQ: LCID), maker of the world’s most advanced electric vehicles, today announced pricing
of its underwritten public offering of its common stock for gross proceeds of $300 million. The underwritten offering is expected to
close on or about April 15, 2026, subject to customary closing conditions.
As previously announced earlier today,
Uber will increase its purchase commitment to at least 35,000 Lucid vehicles designed exclusively for use as part of Uber’s future
global robotaxi service. Uber has also committed to an additional $200 million investment in Lucid, raising Uber’s total investments
to $500 million to date. Ayar Third Investment has also committed a new investment of $550 million of convertible preferred stock, further
strengthening the strategic partnership between the PIF and Lucid. Together with the gross proceeds from the underwritten offering, the
total raise for these transactions is expected to be approximately $1.05 billion.
BofA Securities is acting as the sole
underwriter for the underwritten offering.
The underwritten offering is being made
pursuant to Lucid’s effective shelf registration statement on Form S-3ASR, including a base prospectus, filed with the Securities
and Exchange Commission (the “SEC”), and a prospectus supplement relating to the underwritten offering. Prospective investors
should read the prospectus supplement and the accompanying base prospectus in that registration statement and other documents that Lucid
has filed or will file with the SEC for information about Lucid and the underwritten offering. You may obtain these documents for free
by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and the base prospectus
may be obtained from BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department,
or by email at dg.prospectus_requests@bofa.com.
This press release does not constitute
an offer to sell or the solicitation of an offer to buy shares of Lucid’s common stock, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
About Lucid Group
Lucid Group, Inc. (NASDAQ: LCID)
is a technology company creating exceptional mobility experiences through innovation to drive the world forward. Built on Lucid’s
proprietary technology and software defined vehicle architectures, the company’s lineup of award-winning vehicles brings Lucid’s
“Compromise Nothing™” approach to premium segments of the global automotive market. Lucid designs and engineers its
products in-house and assembles at its vertically integrated facilities in Arizona and Saudi Arabia, enabling continuous innovation across
vehicles, software, and advanced driver assistance and autonomy-ready capabilities.
Forward-Looking Statements
This
communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such
as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“shall,” “expect,” “anticipate,” “believe,” “seek,” “target,”
“continue,” “could,” “may,” “might,” “possible,” “potential,”
“predict” or other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding Lucid's expectations related to the closings
of and use of proceeds from the underwritten offering and private placements to Uber and Ayar, Uber’s purchase of Lucid Midsize
SUV vehicles, Lucid’s expansion into the robotaxi market, and the promise of Lucid’s technology. These statements are based
on various assumptions, whether or not identified in this communication, and on the current expectations of Lucid's management. These
forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, or
a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ
from these forward-looking statements. Many actual events and circumstances are beyond the control of Lucid. These forward-looking statements
are subject to a number of risks and uncertainties, including those factors discussed under the cautionary language and the Risk Factors
in our Annual Report on Form 10-K for the year ended December 31, 2025, subsequent Current Reports on Form 8-K, and other
documents Lucid has filed or will file with the Securities and Exchange Commission. If any of these risks materialize or Lucid's assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that Lucid currently does not know or that Lucid currently believes are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition, forward-looking statements reflect Lucid's expectations, plans or
forecasts of future events and views as of the date of this communication. Lucid anticipates that subsequent events and developments
will cause Lucid's assessments to change. However, while Lucid may elect to update these forward-looking statements at some point in
the future, Lucid specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing
Lucid's assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon
the forward-looking statements.
Media Contact
media@lucidmotors.com
Trademarks
This
communication contains trademarks, service marks, trade names and copyrights of Lucid Group, Inc. and its subsidiaries and other
companies, which are the property of their respective owners.