STOCK TITAN

Lucid Group (LCID) trims U.S. workforce, registers 69M shares for resale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lucid Group registered for resale up to 69,108,837 shares of Class A common stock for existing holders, with no new shares issued or proceeds to Lucid. The company also announced a U.S. workforce reduction of about 12% (excluding hourly production staff), targeting roughly $500 million in cost savings over three years and incurring $40–$42 million in severance and related charges, largely completed by the end of Q2 2026.

For 2025, Lucid delivered 15,841 vehicles and generated $522.7 million in Q4 revenue and $1,353.8 million for the year, up sharply from 2024, but reported a GAAP diluted net loss per share of $(3.62) in Q4 and $(12.09) for the full year. The company ended the year with about $4.6 billion in total liquidity and issued 2026 production guidance of 25,000–27,000 vehicles, while revising 2025 production totals slightly lower under its internal validation criteria.

Positive

  • Strong top-line and volume growth: 2025 revenue rose to $1,353.8 million (up 68% year over year), Q4 revenue climbed 123%, and vehicle deliveries reached 15,841, with guidance for 25,000–27,000 vehicles in 2026.
  • Solid liquidity despite heavy investment: Lucid ended 2025 with approximately $4.6 billion in total liquidity, providing a funding base for its Midsize platform, autonomy, robotaxi, and global manufacturing expansion.

Negative

  • Large ongoing losses and cash burn: GAAP diluted net loss per share was $(12.09) for 2025, adjusted EBITDA was about $(2.79 billion), and free cash flow was approximately $(3.8 billion), indicating substantial continued cash usage.
  • Workforce reduction signals operating pressure: Lucid is cutting roughly 12% of its current U.S. workforce (excluding hourly production roles), incurring $40–$42 million in restructuring charges to target $500 million of cost savings over three years.

Insights

Lucid posts strong growth but deep losses and restructures to cut costs.

Lucid showed rapid scale-up in 2025, with revenue reaching $1,353.8 million, up 68%, and Q4 revenue of $522.7 million, up 123%. Deliveries rose to 15,841 vehicles, and management guided to 25,000–27,000 vehicles for 2026.

Despite growth, operations remain highly loss‑making. GAAP diluted net loss per share was $(12.09) for 2025, adjusted EBITDA was about $(2.79 billion), and free cash flow was roughly $(3.8 billion). The balance sheet shows $4.6 billion of liquidity but also significant debt and preferred equity.

The roughly 12% U.S. workforce reduction, expected to save about $500 million over three years, signals a push for efficiency while Lucid invests in its Midsize platform, autonomy and robotaxi initiatives. A resale registration for 69,108,837 shares adds potential future selling overhang, though timing depends on SMB and Ayar and includes lockup and forward‑settlement dates into 2030–2031.

FALSE000181121000018112102026-02-202026-02-20

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): February 20, 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 2.02 Results of Operations and Financial Condition.
On February 24, 2026, Lucid Group, Inc. (“Lucid” or the “Company”) issued a press release announcing its results for the fourth quarter and full year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Lucid uses its ir.lucidmotors.com website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On February 20, 2026, in order to optimize the Company’s operating expenses as it focuses on the start of production of the Midsize platform, expansion into the robotaxi market and development of ADAS technologies, as well as the sale and distribution of its current models in existing and new geographies, the Company announced a reduction of the Company’s current U.S. workforce by approximately 12 percent, excluding hourly production workers in manufacturing, logistics, and quality (the “Plan”). The Plan is expected to provide the Company with cost savings of approximately $500 million over a three-year period. The Company estimates that it will incur charges of $40 million to $42 million related to severance, employee benefits, and employee transition. The Company expects to substantially complete the Plan by the end of the second quarter of 2026, subject to local law and consultation requirements.
Item 8.01 Other Events.
On February 24, 2026, the Company registered for resale up to 69,108,837 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), pursuant to a registration statement and a related prospectus supplement filed by the Company with the Securities and Exchange Commission. 13,715,121 shares of Common Stock being registered were issued to SMB Holding Corporation (“SMB”), a subsidiary of Uber Technologies, Inc., by the Company in a private placement pursuant to a subscription agreement, dated July 16, 2025, by and between SMB and the Company. 55,393,716 shares of Common Stock being registered are shares that Ayar Third Investment Company (“Ayar”), an affiliate of the Public Investment Fund, is entitled to purchase from a certain forward counterparty pursuant to the prepaid forward transactions Ayar entered into with such forward counterparty.
The Company is filing a copy of the legal opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP as Exhibit 5.1 to this Current Report on Form 8-K to add such exhibit to the Company’s Registration Statement on Form S-3ASR (File No. 333-282677).
The Company issued a press release announcing the resale registration. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.



Forward-Looking Statements
This report 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 plans and expectations regarding the Plan, including timing of implementation and completion, estimates of the charges and expenditures, the estimated timing of incurrence of such charges and expenditures, the anticipated benefits and cost savings, as well as the Company’s business plans, including its expectations regarding the Midsize platform, robotaxi and ADAS technologies. 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 Quarterly Reports on Form 10-Q, 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 report. 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 report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
5.1
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
99.1
Lucid Press Release Dated February 24, 2026
99.2
Lucid Press Release Dated February 24, 2026
23.1
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
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: February 24, 2026
LUCID GROUP, INC.
By:
/s/ Taoufiq Boussaid
Taoufiq Boussaid
Chief Financial Officer

img991.jpg
Exhibit 99.1
Lucid Announces Fourth Quarter and Full Year 2025 Financial Results

Financial Highlights
Delivered 5,345 vehicles in Q4 and 15,841 vehicles in 2025; up 72% compared to Q4 2024 and up 55% compared to full year 2024
Nearly doubled production year over year and in-line with 2025 annual production guidance of approximately 18,000 vehicles despite supply chain and tariff headwinds
Q4 2025 revenue of $522.7 million, up 123% compared to Q4 2024, and annual revenue of $1,353.8 million, up 68% compared to full year 2024
GAAP diluted net loss per share of $(3.62) in Q4 2025 and $(12.09) in full year 2025
Ended the quarter with approximately $4.6 billion in total liquidity
2026 production guidance of 25,000-27,000 vehicles

Operational Highlights
Achieved an eighth consecutive quarter of record deliveries and grew full year deliveries more than 50% year over year, with continued U.S. luxury EV share gains
Improved execution across manufacturing and operations by ramping Lucid Gravity and reducing unit costs
Advanced long-term growth platforms in autonomy, robotaxi development, and software while expanding global manufacturing and the Company’s sales and service footprint
Received multiple top-tier awards for product excellence, including Car and Driver 10Best recognition for both Lucid Gravity and Lucid Air
NEWARK, CA — February 24, 2026 — Lucid Group, Inc. (NASDAQ: LCID), maker of the world’s most advanced electric vehicles, today announced financial results for its fourth quarter and full year ended December 31, 2025. The earnings presentation is available on its investor relations website (https://ir.lucidmotors.com).
The Company delivered 15,841 vehicles in 2025. Lucid today also announced its 2026 annual production guidance of 25,000 – 27,000 vehicles and will continue to prudently manage and adjust production to meet sales and delivery needs.
Lucid reported fourth quarter revenue of $522.7 million and annual revenue of $1,353.8 million, ending the quarter with approximately $4.6 billion in total liquidity.
“2025 was all about execution and strategy adjustment to set Lucid up for long-term success. Against a challenging macro backdrop, we nearly doubled production, gained market share, reduced unit costs, and strengthened our financial position,” said Marc Winterhoff, Interim CEO at Lucid. “We advanced and launched our autonomy strategy, leveraging our industry‑leading technology and strong partnerships to position Lucid as an early mover in the emerging robotaxi market and to deliver differentiated autonomy capabilities to our customers in a capital‑efficient way. In 2026, our focus remains on operational and financial discipline, sustainable growth, and continued progress toward profitability, while we look forward to the production of the first of our Midsize vehicles and the deployment of the first Lucid robotaxis into commercial service with our partners.”
“Q4 marked a clear step‑change in production and unit economics. The progress we made is structural, creating a more repeatable and stable operating cadence heading into 2026,” said Taoufiq Boussaid, CFO at Lucid. “Our liquidity position remains strong, providing us with the flexibility to execute near-term objectives while investing in future growth. As we prepare for the next stage of our product and volume expansion, we are making targeted adjustments to our U.S.-based, non-manufacturing workforce to reallocate resources to support the next stage of our growth and margin progression. We remain committed to financial rigor, operational efficiency, and thoughtful capital allocation to drive long-term value creation.”



1


On January 5, 2026, Lucid announced preliminary production of 18,378 vehicles for full year 2025 and 8,412 vehicles for the fourth quarter of 2025. Following that announcement, management determined that 538 vehicles had not completed certain internal procedures required under its final validation process to be classified as produced. As a result, the Company is revising its reported production totals to 17,840 vehicles for full year 2025, in line with the 2025 annual production guidance of approximately 18,000 vehicles, and 7,874 vehicles for the fourth quarter of 2025. These vehicles are expected to complete the final validation process in 2026. This revision relates to the timing of when vehicles are classified as produced under the Company’s internal criteria and does not affect previously reported financial results.
Lucid will host a conference call for analysts and investors at 2:30 P.M. PT / 5:30 P.M. ET on February 24, 2026. The live webcast of the conference call will be available on the Investor Relations website at ir.lucidmotors.com. Following the completion of the call, a replay will be available on the same website. Lucid uses its ir.lucidmotors.com website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
About Lucid Group
Lucid (NASDAQ: LCID) is a Silicon Valley-based technology company focused on creating the most advanced EVs in the world. The award-winning Lucid Air and Lucid Gravity deliver best-in-class performance, sophisticated design, expansive interior space and unrivaled energy efficiency. Lucid assembles both vehicles in its state-of-the-art, vertically integrated factories in Arizona and Saudi Arabia. Through its industry-leading technology and innovations, Lucid is advancing the state-of-the-art of EV technology for the benefit of all.
Investor Relations Contact

investor@lucidmotors.com

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.
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,” “scheduled” 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 results of operations, financial outlook and condition, guidance, liquidity, capital expenditures, prospects, growth, production volumes, strategies, management, and the markets in which Lucid operates, including expectations of financial and operational metrics, projections of market opportunity, market share and product sales, plans and expectations related to commercial product launches and future programs, initiatives and products, including the Midsize program, plans and expectations on vehicle production and delivery timing and volumes, expectations regarding market opportunities and demand for Lucid’s products, the range, features, specifications, performance, production and delivery of Lucid’s vehicles and potential impact on markets, plans and expectations regarding further monetization opportunities, plans and expectations regarding Lucid’s software, technology features and capabilities, including with respect to battery and powertrain systems, plans and expectations regarding Lucid’s systems approach to the design of the vehicles, estimate of Lucid’s technology lead over competitors, estimate of the length of time Lucid’s existing cash, cash equivalents and investments will be sufficient to fund planned operations, plans and expectations regarding Lucid’s liquidity runway, future capital raises and funding strategy, plans and expectations regarding future manufacturing capabilities and facilities, logistics and supply chain, studio and service center openings, sales channels and strategies, test drive, ability to mitigate
2


supply chain and logistics risks, plans and expectations regarding expansion and construction of Lucid’s AMP-1 and AMP-2 manufacturing facilities and capabilities, including potential benefits, ability to vertically integrate production processes, future sales channels and strategies, future market launches and international expansion, Lucid’s ability to grow its brand awareness, plans and expectations regarding management transitions, the potential success of Lucid’s distribution strategy and future vehicle programs, potential automotive and strategic partnerships and their anticipated benefits, plans and expectations regarding Lucid’s ADAS/AD roadmap and robotaxi program, expectations on the technology licensing landscape, expectations on the regulatory and political environment, 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 changes in domestic and foreign business, economic, market, financial, political, regulatory and legal conditions, including changes of policies, imposition or proposed imposition of tariffs, export controls, threat of a trade war, the risk of a global economic recession or other downturn, bank closures and liquidity concerns at financial institutions, and global or regional conflicts or other geopolitical events, including recent geopolitical tensions in Venezuela; risks related to changes in overall demand for Lucid’s products and services and cancellation of orders for Lucid’s vehicles; risks related to prices and availability of commodities and components, including rare-earth minerals, semiconductors and their related products, and other materials, Lucid’s supply chain, logistics, inventory management and quality control, and Lucid’s ability to complete the tooling of its manufacturing facilities over time and scale production of Lucid’s vehicles; risks related to the uncertainty of Lucid’s projected financial and operational information; risks related to the timing of expected business milestones and commercial product launches; risks related to the construction and expansion of Lucid’s manufacturing facilities and the increase of Lucid’s production capacity; Lucid’s ability to manage expenses and control costs; risks related to future market adoption of Lucid’s offerings; the effects of competition and the pace and depth of electric vehicle adoption generally on Lucid’s business; changes in regulatory requirements, policies, and governmental incentives; changes in fuel and energy prices; Lucid’s ability to rapidly innovate; Lucid’s ability to enter into or maintain partnerships with original equipment manufacturers, vendors and technology providers, including its ability to realize the anticipated benefits of its transactions with Aston Martin, Uber, Nuro and NVIDIA; risks related to potential vehicle recalls; Lucid’s ability to establish and expand its brand, and capture additional market share, and the risks associated with negative press or reputational harm; Lucid’s ability to effectively manage its growth and recruit and retain key employees, including its executive team; Lucid’s ongoing need to attract, retain, and motivate key employees, including engineering and management employees, as Lucid has undertaken multiple significant management changes in the past, including its CEO; risks related to Lucid’s outstanding redeemable convertible preferred stock; availability, reduction or elimination of, and Lucid’s ability to obtain and effectively utilize, zero emission vehicle credits, tax incentives, and other governmental and regulatory programs and incentives; Lucid’s ability to conduct equity, equity-linked or debt financings in the future; Lucid’s ability to pay interest and principal on its indebtedness; future changes to vehicle specifications which may impact performance, features, pricing and other expectations; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and those factors discussed under the cautionary language and the Risk Factors in Lucid’s Annual Report on Form 10-K for the year ended December 31, 2025, 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.
3


Non-GAAP Financial Measures and Key Business Metrics
Consolidated financial information has been presented in accordance with US GAAP (“GAAP”) as well as on a non-GAAP basis to supplement Lucid’s consolidated financial results. Lucid’s non-GAAP financial measures include Adjusted EBITDA, adjusted net loss attributable to common stockholders (diluted), adjusted net loss per share attributable to common stockholders (diluted), and free cash flow, which are discussed below.
Adjusted EBITDA is defined as net loss attributable to common stockholders (basic) before (1) interest expense, (2) interest income, (3) provision for (benefit from) income taxes, (4) depreciation and amortization, (5) stock-based compensation, (6) restructuring charges, (7) change in fair value of common stock warrant liability, (8) change in fair value of equity securities of a related party, (9) change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party), (10) accretion of redeemable convertible preferred stock (related party), and (11) gain on extinguishment of debt. Lucid believes that Adjusted EBITDA provides useful information to Lucid’s management and investors about Lucid’s financial performance.
Adjusted net loss attributable to common stockholders (diluted) is defined as net loss attributable to common stockholders (diluted) excluding (1) stock-based compensation, (2) restructuring charges, (3) change in fair value of common stock warrant liability, (4) change in fair value of equity securities of a related party, (5) change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party), and (6) accretion of redeemable convertible preferred stock (related party).
Lucid defines and calculates adjusted net loss per share attributable to common stockholders (diluted) as adjusted net loss attributable to common stockholders (diluted) divided by weighted-average shares outstanding attributable to common stockholders (diluted).
Lucid believes that adjusted net loss attributable to common stockholders (diluted) and adjusted net loss per share attributable to common stockholders (diluted) financial measures provide investors with useful information to evaluate performance of its business excluding items not reflecting ongoing operating activities.
Free cash flow is defined as net cash used in operating activities less capital expenditures. Lucid believes that free cash flow provides useful information to Lucid’s management and investors about the amount of cash generated by the business after necessary capital expenditures.
These non-GAAP financial measures facilitate management’s internal comparisons to Lucid’s historical performance. Management believes that it is useful to supplement its GAAP financial statements with this non-GAAP information because management uses such information internally for its operating, budgeting, and financial planning purposes. Management also believes that presentation of the non-GAAP financial measures provides useful information to Lucid’s investors regarding measures of its financial condition and results of operations that Lucid uses to run the business and therefore allows investors to better understand Lucid’s performance. However, these non-GAAP financial and key performance measures have limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of the Company’s results as reported under GAAP.
Non-GAAP information is not prepared under a comprehensive set of accounting rules and therefore, should only be read in conjunction with financial information reported under GAAP when understanding Lucid’s operating performance. In addition, other companies, including companies in Lucid’s industry, may calculate non-GAAP financial measures and key performance measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Lucid’s non-GAAP financial measures and key performance measures as tools for comparison. A reconciliation between GAAP and non-GAAP financial information is presented below.
4


LUCID GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 31,
2025
December 31,
2024
ASSETS
Current assets:
Cash and cash equivalents
$
997,827 
$
1,606,865 
Short-term investments (including $50,000 and $15,000 associated with a related party as of December 31, 2025 and 2024, respectively)
631,093 
2,424,103 
Accounts receivable, net (including $120,540 and $57,909 from a related party as of December 31, 2025 and 2024, respectively)
177,162 
112,025 
Inventory
1,109,529 
407,774 
Prepaid expenses
59,606 
52,951 
Other current assets (including nil and $34,503 associated with a related party as of December 31, 2025 and 2024, respectively)
324,434 
270,218 
Total current assets
3,299,651 
4,873,936 
Property, plant and equipment, net
3,978,132 
3,262,612 
Right-of-use assets
241,974 
211,886 
Long-term investments (including $24,259 and $57,831 associated with a related party as of December 31, 2025 and 2024, respectively)
512,241 
1,050,054 
Other noncurrent assets
354,983 
249,443 
TOTAL ASSETS
$
8,386,981 
$
9,647,931 
LIABILITIES
Current liabilities:
Accounts payable
$
487,521 
$
133,832 
Finance lease liabilities, current portion
84,222 
6,788 
Current portion of debt (including $467,963 and $126,417 associated with a related party as of December 31, 2025 and 2024, respectively)
671,746 
126,417 
Other current liabilities (including $81,580 and nil associated with a related party as of December 31, 2025 and 2024, respectively)
1,392,641 
898,254 
Total current liabilities
2,636,130 
1,165,291 
Finance lease liabilities, net of current portion
104,559 
76,096 
Debt, net of current portion
2,046,576 
2,002,151 
Other long-term liabilities (including $123,198 and $121,136 associated with related parties as of December 31, 2025 and 2024, respectively)
582,739 
592,314 
Derivative liabilities associated with redeemable convertible preferred stock (related party)
16,200 
639,425 
Total liabilities
5,386,204 
4,475,277 
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Preferred stock 10,000,000 shares authorized as of December 31, 2025 and 2024, Series A redeemable convertible preferred stock, par value $0.0001; 100,000 shares issued and outstanding as of December 31, 2025 and 2024; liquidation preference of $1,350,441 and $1,138,825 as of December 31, 2025 and 2024, respectively (related party)
1,339,641 
730,025 
Preferred stock 10,000,000 shares authorized as of December 31, 2025 and 2024, Series B redeemable convertible preferred stock, par value $0.0001; 75,000 shares issued and outstanding as of December 31, 2025 and 2024; liquidation preference of $949,249 and $800,442 as of December 31, 2025 and 2024, respectively (related party)
943,849 
569,817 
Total redeemable convertible preferred stock
2,283,490 
1,299,842 
STOCKHOLDERS’ EQUITY
Common stock, par value $0.0001; 1,500,000,000 shares authorized as of December 31, 2025 and 2024; 327,451,844 and 303,221,972 shares issued and 327,366,062 and 303,136,190 shares outstanding as of December 31, 2025 and 2024, respectively(1)
33 
30 
Additional paid-in capital
16,337,023 
16,808,291 
Treasury stock, at cost, 85,782 shares at December 31, 2025 and 2024(1)
(20,716)
(20,716)
Accumulated other comprehensive income (loss)
11,692 
(2,099)
Accumulated deficit
(15,610,745)
(12,912,694)
Total stockholders’ equity
717,287 
3,872,812 
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
$
8,386,981 
$
9,647,931 
(1) The number of shares of common stock and treasury stock have been adjusted for the prior period presented to reflect the one-for-ten (1:10) reverse stock split effected on August 29, 2025.
5


LUCID GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(in thousands, except share and per share data)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025
2024
2025
2024
Revenue (including $74,440 and $40,780 from a related party for the three months ended December 31, 2025 and 2024, and $144,034 and $174,204 for the years ended December 31, 2025 and 2024, respectively)
$
522,730 
$
234,473 
$
1,353,790 
$
807,832 
Costs and expenses
Cost of revenue
944,636 
443,248 
2,610,176 
1,730,943 
Research and development
361,007 
280,285 
1,211,397 
1,176,453 
Selling, general and administrative
281,841 
243,890 
1,033,970 
900,952 
Restructuring charges
— 
— 
— 
20,304 
Total cost and expenses
1,587,484 
967,423 
4,855,543 
3,828,652 
Loss from operations
(1,064,754)
(732,950)
(3,501,753)
(3,020,820)
Other income (expense), net
Change in fair value of common stock warrant liability
887 
13,305 
19,514 
34,150 
Change in fair value of equity securities of a related party
(7,196)
(4,898)
(15,785)
(43,057)
Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party)
266,425 
292,600 
623,225 
155,350 
Gain on extinguishment of debt
5,405 
— 
121,765 
— 
Interest income
25,273 
57,825 
156,443 
213,026 
Interest expense (including $9,378 and $2,390 to related parties for the three months ended December 31, 2025 and 2024, and $24,250 and $6,980 for the years ended December 31, 2025 and 2024, respectively)
(33,898)
(10,271)
(95,101)
(32,923)
Other expense, net
(4,400)
(12,240)
(8,692)
(18,469)
Total other income, net
252,496 
336,321 
801,369 
308,077 
Loss before provision for (benefit from) income taxes
(812,258)
(396,629)
(2,700,384)
(2,712,743)
Provision for (benefit from) income taxes
1,762 
589 
(2,333)
1,199 
Net loss
(814,020)
(397,218)
(2,698,051)
(2,713,942)
Accretion of redeemable convertible preferred stock (related party)
(362,779)
(239,686)
(983,648)
(347,610)
Net loss attributable to common stockholders, basic
(1,176,799)
(636,904)
(3,681,699)
(3,061,552)
Interest expense on 2026 Notes
— 
— 
14,309 
— 
Gain on extinguishment of debt
— 
— 
(121,765)
— 
Net loss attributable to common stockholders, diluted
$
(1,176,799)
$
— 
$
(636,904)
$
(3,789,155)
$
(3,061,552)
Weighted-average shares outstanding attributable to common stockholders(1)
Basic
325,040,126
284,083,802
311,680,046
244,517,654
Diluted
325,040,126
284,083,802
313,400,136
244,517,654
Net loss per share attributable to common stockholders(1)
Basic
$
(3.62)
$
(2.24)
$
(11.81)
$
(12.52)
Diluted
$
(3.62)
$
(2.24)
$
(12.09)
$
(12.52)
Other comprehensive income (loss)
Net unrealized gains (losses) on investments, net of tax
$
(669)
$
(5,730)
$
3,860 
$
1,942 
Foreign currency translation adjustments
(752)
(9,283)
9,931 
(8,891)
Total other comprehensive income (loss)
(1,421)
(15,013)
13,791 
(6,949)
Comprehensive loss
(815,441)
(412,231)
(2,684,260)
(2,720,891)
Accretion of redeemable convertible preferred stock (related party)
(362,779)
(239,686)
(983,648)
(347,610)
Comprehensive loss attributable to common stockholders
$
(1,178,220)
$
(651,917)
$
(3,667,908)
$
(3,068,501)
(1) The weighted-average shares outstanding attributable to common stockholders and net loss per share attributable to common stockholders have been adjusted for the prior periods presented to reflect the one-for-ten (1:10) reverse stock split effected on August 29, 2025.
6


LUCID GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025
2024
2025
2024
Cash flows from operating activities:
Net loss
$
(814,020)
$
(397,218)
$
(2,698,051)
$
(2,713,942)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
122,106 
90,843 
451,243 
295,337 
Amortization of insurance premium
8,446 
7,371 
35,467 
33,330 
Non-cash operating lease cost
14,841 
7,768 
47,527 
30,765 
Stock-based compensation
72,386 
77,069 
271,275 
285,872 
Inventory and firm purchase commitments write-downs
280,608 
174,100 
799,078 
590,198 
Change in fair value of common stock warrant liability
(887)
(13,305)
(19,514)
(34,150)
Change in fair value of equity securities of a related party
7,196 
4,898 
15,785 
43,057 
Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party)
(266,425)
(292,600)
(623,225)
(155,350)
Net accretion of investment discounts/premiums
(1,953)
(17,159)
(23,631)
(76,739)
Gain on extinguishment of debt
(5,405)
— 
(121,765)
— 
Other non-cash items
10,007 
1,217 
20,026 
5,983 
Changes in operating assets and liabilities:
Accounts receivable (including $(36,924) and $12,937 from a related party for the three months ended December 31, 2025 and 2024, and $(62,631) and $(22,383) for the years ended December 31, 2025 and 2024, respectively)
(39,167)
(14,678)
(65,690)
(61,279)
Inventory
(416,471)
(112,850)
(1,449,071)
(334,242)
Prepaid expenses
(9,929)
1,812 
(41,972)
(16,675)
Other assets
(22,480)
(161,493)
(155,266)
(203,869)
Accounts payable
74,128 
(7,808)
318,456 
34,756 
Other liabilities (including nil and $700 associated with a related party for the three months ended December 31, 2025 and 2024, and $2,100 and $4,900 for the years ended December 31, 2025 and 2024, respectively)
70,611 
118,886 
307,416 
257,274 
Net cash used in operating activities
(916,408)
(533,147)
(2,931,912)
(2,019,674)
Cash flows from investing activities:
Purchases of property, plant and equipment (including $(100,653) and $(108,004) from a related party for the three months ended December 31, 2025 and 2024, and $(225,864) and $(164,683) for the years ended December 31, 2025 and 2024, respectively)
(325,436)
(291,635)
(868,158)
(883,841)
Purchases of investments (including nil and $(20,000) from a related party for the three months ended December 31, 2025 and 2024, and $(30,000) and $(35,000) for the years ended December 31, 2025 and 2024, respectively)
— 
(2,248,670)
(309,557)
(4,622,890)
Proceeds from maturities of investments (including nil from a related party for the three months ended December 31, 2025 and 2024, and $15,000 and nil for the years ended December 31, 2025 and 2024, respectively)
240,637 
860,684 
2,654,090 
4,112,084 
Proceeds from sale of investments
— 
95,193 
— 
100,193 
Other investing activities
86 
— 
2,054 
— 
Net cash (used in) provided by investing activities
(84,713)
(1,584,428)
1,478,429 
(1,294,454)
Cash flows from financing activities:
Proceeds from issuance of Series A redeemable convertible preferred stock to a related party
— 
— 
— 
1,000,000 
Payments of issuance costs for Series A redeemable convertible preferred stock
— 
(8)
— 
(2,351)
Proceeds from issuance of Series B redeemable convertible preferred stock to a related party
— 
— 
— 
750,000 
Payments of issuance costs for Series B redeemable convertible preferred stock
— 
(391)
— 
(641)
Proceeds from issuance of common stock under 2025 Subscription Agreement
— 
— 
300,000 
— 
Payments of issuance costs for the 2025 Subscription Agreement
— 
— 
(278)
— 
Proceeds from issuance of 2031 Notes
975,000 
— 
975,000 
— 
Payments of transaction costs for the issuance of 2031 Notes
(11,675)
— 
(11,675)
— 
Proceeds from issuance of 2030 Notes
— 
— 
1,100,000 
— 
Payments of transaction costs for the issuance of 2030 Notes
— 
— 
(18,090)
— 
Purchase of capped call options
— 
— 
(118,250)
— 
Repurchases of 2026 Notes
(748,176)
— 
(1,679,609)
— 
Proceeds from issuance of common stock under 2024 Underwriting Agreement, net of issuance costs
— 
718,357 
— 
718,357 
Proceeds from issuance of common stock under 2024 Subscription Agreement to a related party, net of issuance costs
— 
1,025,660 
— 
1,025,660 
Proceeds from borrowings from a related party
154,619 
79,844 
341,240 
79,844 
Repayment of borrowings to a related party
— 
— 
— 
(25,856)
Proceeds from exercise of stock options
442 
1,637 
2,342 
4,883 
Proceeds from employee stock purchase plan
10,112 
8,104 
22,808 
19,208 
Tax withholding payments for net settlement of employee awards
(402)
(1,519)
(12,911)
(10,021)
Payments for finance lease liabilities
(1,088)
(534)
(3,510)
(3,166)
Payments for credit facility issuance costs (including $(9,216) and nil to a related party for the three months ended December 31, 2025 and 2024, and $(9,723) and $(5,625) for the years ended December 31, 2025 and 2024, respectively)
(9,216)
(186)
(9,723)
(6,244)
Net cash provided by financing activities
369,616 
1,830,964 
887,344 
3,549,673 
Net increase (decrease) in cash, cash equivalents, and restricted cash
(631,505)
(286,611)
(566,139)
235,545 
Beginning cash, cash equivalents, and restricted cash
1,672,418 
1,893,663 
1,607,052 
1,371,507 
Ending cash, cash equivalents, and restricted cash
$
1,040,913 
$
1,607,052 
$
1,040,913 
$
1,607,052 
7


LUCID GROUP, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited)
(in thousands, except share and per share data)

Adjusted EBITDA
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025
2024
2025
2024
Net loss attributable to common stockholders, basic (GAAP)
$
(1,176,799)
$
(636,904)
$
(3,681,699)
$
(3,061,552)
Interest expense
33,898 
10,271 
95,101 
32,923 
Interest income
(25,273)
(57,825)
(156,443)
(213,026)
Provision for (benefit from) income taxes
1,762 
589 
(2,333)
1,199 
Depreciation and amortization
122,106 
90,843 
451,243 
295,337 
Stock-based compensation
72,386 
77,069 
271,275 
287,352 
Restructuring charges
— 
— 
— 
20,304 
Change in fair value of common stock warrant liability
(887)
(13,305)
(19,514)
(34,150)
Change in fair value of equity securities of a related party
7,196 
4,898 
15,785 
43,057 
Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party)
(266,425)
(292,600)
(623,225)
(155,350)
Accretion of redeemable convertible preferred stock (related party)
362,779 
239,686 
983,648 
347,610 
Gain on extinguishment of debt
(5,405)
— 
(121,765)
— 
Adjusted EBITDA (non-GAAP)
$
(874,662)
$
(577,278)
$
(2,787,927)
$
(2,436,296)
Adjusted Net Loss Attributable to Common Stockholders
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025
2024
2025
2024
Net loss attributable to common stockholders, diluted (GAAP)
$
(1,176,799)
$
(636,904)
$
(3,789,155)
$
(3,061,552)
Stock-based compensation
72,386 
77,069 
271,275 
287,352 
Restructuring charges
— 
— 
— 
20,304 
Change in fair value of common stock warrant liability
(887)
(13,305)
(19,514)
(34,150)
Change in fair value of equity securities of a related party
7,196 
4,898 
15,785 
43,057 
Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party)
(266,425)
(292,600)
(623,225)
(155,350)
Accretion of redeemable convertible preferred stock (related party)
362,779 
239,686 
983,648 
347,610 
Adjusted net loss attributable to common stockholders, diluted (non-GAAP)
$
(1,001,750)
$
(621,156)
$
(3,161,186)
$
(2,552,729)
Adjusted Net Loss Per Share Attributable to Common Stockholders(1)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025
2024
2025
2024
Net loss per share attributable to common stockholders, diluted (GAAP)
$
(3.62)
$
(2.24)
$
(12.09)
$
(12.52)
Stock-based compensation
0.22 
0.27 
0.86 
1.18 
Restructuring charges
— 
— 
— 
0.08 
Change in fair value of common stock warrant liability
— 
(0.05)
(0.06)
(0.14)
Change in fair value of equity securities of a related party
0.02 
0.02 
0.05 
0.18 
Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party)
(0.82)
(1.03)
(1.99)
(0.64)
Accretion of redeemable convertible preferred stock (related party)
1.12 
0.84 
3.14 
1.42 
Adjusted net loss per share attributable to common stockholders, diluted (non-GAAP)
$
(3.08)
$
(2.19)
$
(10.09)
$
(10.44)
Weighted-average shares outstanding attributable to common stockholders, diluted
325,040,126 
284,083,802 
313,400,136 
244,517,654 
(1) The weighted-average shares outstanding attributable to common stockholders, net loss per share attributable to common stockholders and adjusted net loss per share attributable to common stockholders have been adjusted for the prior periods presented to reflect the one-for-ten (1:10) reverse stock split effected on August 29, 2025.
8


LUCID GROUP, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - continued
(Unaudited)
(in thousands)

Free Cash Flow
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025
2024
2025
2024
Net cash used in operating activities (GAAP)
$
(916,408)
$
(533,147)
$
(2,931,912)
$
(2,019,674)
Capital expenditures
(325,436)
(291,635)
(868,158)
(883,841)
Free cash flow (non-GAAP)
$
(1,241,844)
$
(824,782)
$
(3,800,070)
$
(2,903,515)


9
Exhibit 99.2
Lucid Files Resale Prospectus Supplement
NEWARK, Calif., February 24, 2026 -- Lucid Group, Inc. (Nasdaq: LCID), maker of the world’s most advanced electric vehicles, today announced that it has filed a prospectus supplement with the Securities and Exchange Commission to register for resale up to 69,108,837 shares of its Class A Common Stock.
No new shares will be issued or sold by Lucid in connection with this resale prospectus supplement. The shares were registered solely to fulfill Lucid’s contractual obligations to (i) SMB Holding Corporation, a subsidiary of Uber Technologies, Inc., with respect to shares issued to SMB in a private placement, and (ii) Ayar Third Investment Company, an affiliate of the Public Investment Fund, with respect to shares that Ayar is entitled to purchase from a certain forward counterparty pursuant to the prepaid forward transactions Ayar entered into in connection with Lucid’s convertible senior notes offerings in 2025.

Registration of these shares does not mean that the holders will offer or sell any of their shares. In fact, SMB cannot sell its shares until March 2027, and the shares under the prepaid forward transactions are expected to be delivered to Ayar in April 2030 and November 2031, respectively, subject to possible early settlement in certain circumstances.

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 shares 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 (NASDAQ: LCID) is a Silicon Valley-based technology company focused on creating the most advanced EVs in the world. The award-winning Lucid Air and Lucid Gravity deliver best-in-class performance, sophisticated design, expansive interior space and unrivaled energy efficiency. Lucid assembles both vehicles in its state-of-the-art, vertically integrated factories in Arizona and Saudi Arabia. Through its industry-leading technology and innovations, Lucid is advancing the state-of-the-art of EV technology for the benefit of all.
Investor Relations Contact
investor@lucidmotors.com
Media Contact
media@lucidmotors.com
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 the timing of the sale of shares of Lucid’s common stock. Actual events and circumstances may differ from these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties. Among those risks and uncertainties are market conditions and risks relating to Lucid’s business, including those factors discussed under the cautionary language and the Risk Factors in Lucid’s Annual Report on Form 10-K for the year ended December 31, 2025, 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. Lucid cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. 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. Accordingly, undue reliance should not be placed upon the forward-looking statements.

FAQ

How many Lucid Group (LCID) shares were registered for resale in this filing?

Lucid registered for resale up to 69,108,837 shares of its Class A common stock. These shares belong to existing holders, including SMB Holding Corporation and Ayar Third Investment Company, and no new shares are being issued or sold by Lucid in this transaction.

What workforce reduction did Lucid Group (LCID) announce and what savings are expected?

Lucid announced a reduction of its current U.S. workforce by about 12%, excluding hourly production workers. The plan is expected to generate approximately $500 million in cost savings over three years and to incur $40–$42 million of severance and related charges, largely completed by Q2 2026.

What were Lucid Group’s (LCID) key 2025 financial results?

For 2025, Lucid reported revenue of $1,353.8 million and Q4 revenue of $522.7 million, with vehicle deliveries of 15,841. GAAP diluted net loss per share was $(3.62) in Q4 and $(12.09) for the full year, reflecting continued heavy investment and losses.

What production guidance did Lucid Group (LCID) provide for 2026?

Lucid issued 2026 production guidance of 25,000–27,000 vehicles. Management highlighted an ongoing focus on operational and financial discipline, including ramping Lucid Gravity, preparing the Midsize platform, and supporting growth in autonomy and robotaxi initiatives while aligning production with demand.

How strong is Lucid Group’s (LCID) liquidity position after 2025?

Lucid ended the fourth quarter of 2025 with approximately $4.6 billion in total liquidity. This balance provides resources to pursue its product roadmap, including the Midsize platform and autonomy programs, even as the company continues to post significant operating losses and negative free cash flow.

Does Lucid Group (LCID) receive proceeds from the newly registered resale shares?

Lucid does not receive proceeds from this resale registration. The prospectus supplement covers shares held by SMB and Ayar, and no new shares are issued by Lucid. Any future sales under the registration would be by those existing security holders.

What did Lucid Group (LCID) disclose about revising its 2025 production figures?

Lucid revised preliminary 2025 production totals after determining 538 vehicles had not completed internal validation procedures. Reported production is now 17,840 vehicles for full year 2025 and 7,874 for Q4, with those 538 vehicles expected to complete validation in 2026, without changing financial results.

Filing Exhibits & Attachments

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