Lucid Group (NASDAQ: LCID) cuts share count with 1-for-10 reverse split

Rhea-AI Filing Summary

Lucid Group, Inc. approved and implemented a one-for-ten reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on August 29, 2025. Each block of ten existing shares has been combined into one share, and the stock is expected to begin trading on a split-adjusted basis on September 2, 2025 under the same ticker, LCID.

The reverse split reduces the number of common shares outstanding from approximately 3,072.6 million to approximately 307.3 million, with no fractional shares issued. Holders who would have received fractional shares will instead receive cash based on aggregated sales of those fractions. Authorized common shares have been reduced from 15 billion to 1.5 billion.

The split applies proportionately to shares underlying preferred stock, stock options, equity awards, warrants, convertible notes and capped calls, with exercise or conversion prices and plan reserves adjusted according to existing terms. The change is intended to affect all stockholders uniformly and does not materially change percentage ownership or voting power aside from minor rounding effects. Related registration statements on Form S-3 and Form S-8 are automatically adjusted for the new share count pursuant to SEC rules.

Insights

Equity structure and corporate actions analyst

Lucid consolidates its share count 10:1 with proportional adjustments across all equity instruments.

Lucid Group, Inc. implemented a one-for-ten reverse stock split, reducing its common shares outstanding from approximately 3,072.6 million to approximately 307.3 million and cutting authorized common shares from 15 billion to 1.5 billion. The stock will trade on a split-adjusted basis starting September 2, 2025 under the existing LCID ticker, with a new CUSIP assigned.

The company states that the split affects all stockholders uniformly and does not change percentage ownership or voting power, aside from minor effects from eliminating fractional shares. Fractional positions are being cashed out based on aggregated market sales, which simplifies the post-split shareholder register but may slightly alter very small positions.

The adjustment flows through to all derivative and equity-linked instruments: preferred stock, stock options, other equity awards, warrants, convertible notes and capped calls all receive proportional share and exercise or conversion price changes, and plan reserves are reduced in line with the 1:10 ratio. Existing Form S-3 and S-8 registration statements are automatically updated under Rule 416(b) so that the number of registered but undistributed shares is proportionately reduced at the same exchange ratio.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000181121012/3100018112102025-08-292025-08-29

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): August 29, 2025

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 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 29, 2025, Lucid Group, Inc. (“Lucid” or the “Company”) filed an amendment (the “Amendment”) to its Third Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware to effect a reverse stock split (the “Reverse Stock Split”) at a ratio of one-for-ten (1:10) (the “Exchange Ratio”) of the Company’s common stock, par value $0.0001 (the “Common Stock”), and a corresponding reduction of the Company’s authorized shares of Common Stock (the “Authorized Share Reduction”). The Amendment became effective at 5:00 p.m. Eastern Time on August 29, 2025 (the “Effective Time”). As previously disclosed, at its special meeting of stockholders held on August 18, 2025 (the “Special Meeting”), the Company’s stockholders approved a proposal to authorize the Company’s Board of Directors (the “Board”) to amend the Charter to effect the Reverse Stock Split and Authorized Share Reduction. On August 19, 2025, the Board approved the Reverse Stock Split and Authorized Share Reduction.

The Common Stock is expected to commence trading on a reverse split-adjusted basis at market open on September 2, 2025 under the existing trading symbol “LCID.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 549498 202.

The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest or proportionate voting power in the Company’s equity, except for de minimis changes as a result of the elimination of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to a cash payment equal to their respective pro rata portion of the total net proceeds from the sale of all aggregated fractional shares promptly after the Effective Time at the then-prevailing prices on the open market. The Reverse Stock Split will reduce the number of shares outstanding from approximately 3,072.6 million to approximately 307.3 million, subject to adjustment for fractional shares. The number of authorized shares of Common Stock has been reduced from 15 billion to 1.5 billion to reflect the Reverse Stock Split.

The Reverse Stock Split will apply to the Common Stock issuable upon the exercise or conversion, as applicable, of the Company’s outstanding preferred stock, stock options and other equity awards, warrants and convertible notes, with proportionate adjustments to be made to the exercise or conversion prices in accordance with the applicable terms thereof. The Company’s capped calls will also be subject to adjustment in accordance with their terms. Proportionate adjustments will also be made to the number of shares of Common Stock reserved for issuance pursuant to the Company’s equity compensation plans.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

The information contained in Item 5.03 above is incorporated by reference into this Item 8.01.

The Company has registration statements on Form S-3 (File Nos. 333-267147, 333-271722, 333-275372, and 333-282677) and registration statements on Form S-8 (File Nos. 333-259794, 333-265734, 333-271725, 333-279973, and 333-287846) (collectively, the “Registration Statements”) on file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3 and/or Form S-8. The information incorporated by reference is considered part of the prospectus included within each of those registration statements. Information in this Item 8.01 is intended to be automatically incorporated by reference into each of the active Registration Statements, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amounts of undistributed shares of Common Stock deemed covered by the Registration Statements are proportionately reduced as of the Effective Time at the Exchange Ratio to give effect to the Reverse Stock Split.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation, dated August 29, 2025
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: September 2, 2025
			LUCID GROUP, INC.
			By:			/s/ Taoufiq Boussaid
						Taoufiq Boussaid
						Chief Financial Officer

FAQ

What reverse stock split did Lucid Group (LCID) implement?

Lucid Group implemented a one-for-ten (1:10) reverse stock split of its common stock, combining each ten existing shares into one new share.

When does Lucid Group’s reverse split take effect and when will LCID trade on a split-adjusted basis?

The reverse stock split became effective at 5:00 p.m. Eastern Time on August 29, 2025, and LCID is expected to begin trading on a split-adjusted basis on September 2, 2025.

How does the Lucid (LCID) reverse split change shares outstanding and authorized shares?

The reverse stock split reduces shares outstanding from approximately 3,072.6 million to approximately 307.3 million, and reduces authorized common shares from 15 billion to 1.5 billion.

How are Lucid stockholders’ ownership and voting rights affected by the reverse stock split?

The company states that the reverse stock split affects all stockholders uniformly and does not alter any stockholder’s percentage ownership interest or proportionate voting power, aside from minor changes from eliminating fractional shares.

What happens to fractional Lucid (LCID) shares in the reverse split?

No fractional shares will be issued. Stockholders who would otherwise be entitled to a fractional share will receive cash equal to their pro rata portion of the net proceeds from selling all aggregated fractional shares in the open market.

How are Lucid’s options, warrants and convertible securities treated in the reverse split?

The reverse stock split applies to preferred stock, stock options, equity awards, warrants, convertible notes and capped calls. The underlying share amounts and related exercise or conversion prices are adjusted proportionately, and shares reserved under equity compensation plans are reduced at the same 1:10 ratio.

How does the Lucid reverse split affect its existing Form S-3 and S-8 registration statements?

Information in this event is intended to be automatically incorporated by reference into Lucid’s active Form S-3 and Form S-8 registration statements. Under Rule 416(b), the amounts of undistributed common shares covered by those statements are proportionately reduced at the 1:10 exchange ratio.