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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.