STOCK TITAN

Lucid Group (LCID) clears resale path for Ayar and Uber affiliate holdings

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lucid Group, Inc. has filed a prospectus supplement under its automatic shelf registration to register for resale certain existing securities held by investors. The registration covers up to 55,000 shares of Series C Convertible Preferred Stock issued to Ayar Third Investment Company, 51,651,489 shares of Class A Common Stock that may be issued upon conversion of that preferred stock as of June 30, 2026, and 24,038,462 shares of Class A Common Stock issued to SMB Holding Corporation, a subsidiary of Uber Technologies, Inc. Lucid states that no new shares will be issued or sold by the company in connection with this resale registration, which fulfills contractual obligations to Ayar and SMB. Ayar is subject to transfer restrictions on its Series C preferred and related common shares until April 2027, and SMB is subject to transfer restrictions on its common shares until October 2027.

Positive

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Negative

  • None.
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.
Series C Preferred registered for resale 55,000 shares Series C Convertible Preferred Stock issued to Ayar registered for resale
Class A issuable upon conversion 51,651,489 shares Class A Common Stock that may be issued upon conversion of Series C as of June 30, 2026
Class A issued to SMB registered 24,038,462 shares Class A Common Stock issued to SMB Holding Corporation registered for resale
Ayar transfer restriction end April 2027 Ayar transfer restrictions on Series C and related Class A shares
SMB transfer restriction end October 2027 SMB transfer restrictions on its Class A Common Stock
resale registration regulatory
"announced that it has filed a prospectus supplement to register for resale up to"
Resale registration is the formal filing with securities regulators that allows previously restricted or privately held shares to be sold publicly. Think of it as getting official permission to unlock and list a sealed package of stock so it can be traded openly; that matters to investors because it increases liquidity, can change the number of shares available on the market, and reduces legal risk for sellers, all of which can affect a company’s share price.
prospectus supplement regulatory
"announced that it has filed a prospectus supplement with the Securities"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Series C Convertible Preferred Stock financial
"up to 55,000 shares of its Series C Convertible Preferred Stock"
Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.
transfer restrictions regulatory
"SMB is subject to transfer restrictions with respect to its shares until October 2027"
Transfer restrictions are legal or contractual limits that prevent or delay selling, gifting, or otherwise moving ownership of a security. Think of them like a temporary lock on a share that can be imposed by law, a contract, or a registrar: they matter to investors because they reduce liquidity, can delay when holders can realize cash, and often affect a security’s market value and attractiveness to buyers.
Certificate of Designations regulatory
"subject to the conversion terms and other conditions set forth in its Certificate of Designations"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Offering Type secondary

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FAQ

What securities did Lucid Group (LCID) register for resale on August 12, 2026?

Lucid registered for resale 55,000 Series C Convertible Preferred shares, 51,651,489 Class A shares issuable upon conversion as of June 30, 2026, and 24,038,462 Class A shares issued to SMB Holding Corporation.

Does Lucid Group (LCID) issue any new shares in this resale registration?

No. Lucid states that no new shares will be issued or sold by the company in connection with this resale prospectus supplement. The registration only covers shares already issued or issuable to Ayar and SMB under prior subscription agreements.

Who are the selling security holders in Lucid Group’s (LCID) resale registration?

The selling holders are Ayar Third Investment Company, which holds Series C Convertible Preferred Stock, and SMB Holding Corporation, a subsidiary of Uber Technologies, Inc., which holds Class A Common Stock from a private placement.

What transfer restrictions apply to the Lucid (LCID) shares registered for resale?

Lucid discloses that SMB is subject to transfer restrictions on its Class A shares until October 2027, and Ayar faces transfer restrictions on its Series C preferred and related Class A shares until April 2027.

Does the Lucid Group (LCID) resale registration guarantee that Ayar or SMB will sell shares?

No. Lucid notes that registration does not mean the holders will offer or sell any securities. It simply permits potential future resales under the prospectus supplement, subject to existing transfer restrictions and conversion terms.

What is the role of the Series C Convertible Preferred Stock in Lucid Group’s (LCID) capital structure?

Lucid’s Series C Convertible Preferred Stock can be converted into Class A Common Stock, with 51,651,489 Class A shares potentially issuable as of June 30, 2026. The preferred shares are also subject to conversion terms in a Certificate of Designations.
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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): August 12, 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.

 

On August 12, 2026, pursuant to a registration statement and a related prospectus supplement filed by Lucid Group, Inc. (the “Company”) with the Securities and Exchange Commission, the Company registered for resale up to (i) 55,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Convertible Preferred Stock”), issued to Ayar Third Investment Company (“Ayar”) in a private placement pursuant to a subscription agreement, dated April 14, 2026, by and between Ayar and the Company, (ii) 51,651,489 shares of Class A Common Stock, par value $0.0001 per share (“Common Stock”), which may be issued upon conversion of the Series C Convertible Preferred Stock as of June 30, 2026, and (iii) 24,038,462 shares of Common Stock issued to SMB Holding Corporation (“SMB”), a subsidiary of Uber Technologies, Inc., in a private placement pursuant to a subscription agreement, dated April 14, 2026, by and between SMB and the Company.

 

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 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

 

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 August 12, 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: August 12, 2026

 

  LUCID GROUP, INC.
     
  By: /s/ Alexander De Bock
    Alexander De Bock
    Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Lucid Files Resale Prospectus Supplement

 

NEWARK, Calif., August 12, 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 (i) 55,000 shares of its Series C Convertible Preferred Stock, (ii) 51,651,489 shares of its Class A Common Stock that may be issued upon conversion of the Series C Convertible Preferred Stock as of June 30, 2026, and (iii) 24,038,462 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) Ayar Third Investment Company, an affiliate of the Public Investment Fund, with respect to shares of Series C Convertible Preferred Stock issued to Ayar in a private placement, and (ii) SMB Holding Corporation, a subsidiary of Uber Technologies, Inc., with respect to shares of Class A Common Stock issued to SMB in a private placement.

 

Registration of these shares does not mean that the holders will offer or sell any of their securities. In fact, SMB is subject to transfer restrictions with respect to its shares until October 2027, and Ayar is subject to transfer restrictions with respect to its Series C Convertible Preferred Stock and any shares of Class A Common Stock issuable upon conversion thereof until April 2027. The Series C Convertible Preferred Stock is also subject to the conversion terms and other conditions set forth in its Certificate of Designations.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of Lucid’s securities, nor shall there be any sale of Lucid’s 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 (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 Series C Convertible Preferred Stock and 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, subsequent Quarterly Reports on Form 10-Q 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. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

 

 

Filing Exhibits & Attachments

5 documents