PIF affiliate Ayar buys Lucid Group (LCID) Series C convertible preferred

Rhea-AI Filing Summary

Lucid Group, Inc. reported that Ayar Third Investment Company, a subsidiary of the Public Investment Fund of Saudi Arabia, made an open-market or private purchase of 55,000 shares of Lucid’s Series C convertible preferred stock at $10,000 per share. This preferred stock is initially convertible into approximately 50,850,591 shares of Class A common stock in total, subject to price and event-based conditions set out in the Series C Certificate of Designations. Because Ayar is wholly owned by the Public Investment Fund, the fund may be deemed to beneficially own these shares, while Ayar’s co-managers are described as having no pecuniary interest.

Insights

Equity capital markets analyst

Large preferred stock purchase by PIF affiliate, adding convertible exposure to Lucid.

The filing shows Ayar Third Investment Company, wholly owned by the Public Investment Fund of Saudi Arabia, buying 55,000 shares of Series C convertible preferred stock at $10,000 per share. This is classified as an open-market or private purchase.

The Series C preferred is initially convertible into about 50,850,591 shares of Class A common stock, but only under conditions set in the Certificate of Designations, including stock-price thresholds and specific periods tied to a fundamental change or optional redemption. This means the economic link to common stock is significant but not immediately exercisable.

Given that the transaction is reported as indirect ownership through Ayar, and that individual co-managers disclaim pecuniary interest, the economic exposure resides primarily with the Public Investment Fund structure. The filing does not show additional derivative positions after this trade, suggesting this block represents the visible Series C position in this report.

Insider Trade Summary

Net Buyer: 55,000 shares ($550,000,000)

Net Buy 1 txn

Insider PUBLIC INVESTMENT FUND, Ayar Third Investment Co

Role null | null

Bought 55,000 shs ($550.00M)

Type	Security	Shares	Price	Value
Purchase	Series C Convertible Preferred Stock	55,000	$10,000.00	$550.00M

Holdings After Transaction: Series C Convertible Preferred Stock — 55,000 shares (Indirect, By Ayar Third Investment Company)

Footnotes (1)

1. Each share of Series C convertible preferred stock is convertible into shares of Class A common stock of Lucid Group, Inc. (the "Issuer") at the option of the holder and without the payment of additional consideration by the holder. The Series C convertible preferred stock is convertible (a) at any time that the closing price per share of the Class A common stock on the trading day immediately preceding the date on which the holder delivers the relevant notice of conversion is at least the price specified in the Certificate of Designations for the Series C convertible preferred stock, unless the Issuer otherwise consents to such conversion in its sole discretion, or (b) in all events during certain specified periods relating to a fundamental change or optional redemption by the Issuer, into such number of fully paid and non-assessable shares of Class A common stock as is determined by dividing (i) the applicable Accrued Value (as defined in the Certificate of Designation for the Series C convertible preferred stock) as of the conversion date by (ii) the applicable Conversion Price (as defined in the Certificate of Designation for the Series C convertible preferred stock) in effect as of such conversion date. The Series C convertible preferred stock is initially convertible into approximately 50,850,591 shares of Class A common stock in the aggregate. Ayar Third Investment Company ("Ayar") is a wholly-owned subsidiary of The Public Investment Fund of Saudi Arabia ("PIF"), and as such PIF may be deemed to beneficially own the Shares held by Ayar. In addition, each of Turqi A. Alnowaiser and Mr. Yasir Alsalman, the co-managers of Ayar, may be deemed to beneficially own the shares owned by Ayar by virtue of shared power to vote the shares. Neither Mr. Alnowaiser nor Mr. Alsalman has any, and each and disclaims, any pecuniary interest in the shares.

Key Figures

Series C preferred shares purchased: 55,000 shares Purchase price per preferred share: $10,000 per share Underlying Class A shares: 50,850,591 shares +1 more

4 metrics

Series C preferred shares purchased 55,000 shares Open-market or private purchase on 2026-04-28

Purchase price per preferred share $10,000 per share Series C convertible preferred stock

Underlying Class A shares 50,850,591 shares Initial aggregate convertibility of Series C preferred

Net buy shares 55,000 shares Net-buy direction in transaction summary

Key Terms

Series C convertible preferred stock, Class A common stock, Accrued Value, Conversion Price, +2 more

6 terms

Series C convertible preferred stock financial

"Each share of Series C convertible preferred stock is convertible into shares of Class A common 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.

Class A common stock financial

"Each share of Series C convertible preferred stock is convertible into shares of Class A common stock of Lucid Group, Inc..."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Accrued Value financial

"dividing (i) the applicable Accrued Value (as defined in the Certificate of Designation for the Series C convertible preferred stock)..."

Conversion Price financial

"by (ii) the applicable Conversion Price (as defined in the Certificate of Designation for the Series C convertible preferred stock)..."

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

fundamental change financial

"in all events during certain specified periods relating to a fundamental change or optional redemption by the Issuer..."

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

optional redemption financial

"during certain specified periods relating to a fundamental change or optional redemption by the Issuer..."

Optional redemption is the issuer’s right to pay back a bond or preferred security before its scheduled maturity date. Investors care because this can cut short expected interest or dividend payments and force them to reinvest the returned principal, often at lower rates; think of it like a homeowner paying off a loan early — the lender gets cash back sooner but loses the steady future income originally expected. Issuers may offer a small premium to compensate investors, which affects the security’s price and yield.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PUBLIC INVESTMENT FUND

(Last) (First) (Middle)

KING ABDULLAH FINANCIAL DISTRICT (KAFD)

AL AQIQ DISTRICT

(Street)

RIYADH 13519

(City) (State) (Zip)

SAUDI ARABIA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Lucid Group, Inc. [ LCID ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)(2)(3)	04/28/2026		P		55,000		(1)(2)(3)	(1)(2)(3)	Class A Common Stock	50,850,591	$10,000	55,000	I(4)	By Ayar Third Investment Company

1. Name and Address of Reporting Person^*

PUBLIC INVESTMENT FUND

(Last) (First) (Middle)

KING ABDULLAH FINANCIAL DISTRICT (KAFD)

AL AQIQ DISTRICT

(Street)

RIYADH 13519

(City) (State) (Zip)

SAUDI ARABIA

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ayar Third Investment Co

(Last) (First) (Middle)

P.O. BOX 6847

(Street)

RIYADH 11452

(City) (State) (Zip)

SAUDI ARABIA

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series C convertible preferred stock is convertible into shares of Class A common stock of Lucid Group, Inc. (the "Issuer") at the option of the holder and without the payment of additional consideration by the holder.

2. The Series C convertible preferred stock is convertible (a) at any time that the closing price per share of the Class A common stock on the trading day immediately preceding the date on which the holder delivers the relevant notice of conversion is at least the price specified in the Certificate of Designations for the Series C convertible preferred stock, unless the Issuer otherwise consents to such conversion in its sole discretion, or (b) in all events during certain specified periods relating to a fundamental change or optional redemption by the Issuer, into such number of fully paid and non-assessable shares of Class A common stock as is determined by dividing (i) the applicable Accrued Value (as defined in the Certificate of Designation for the Series C convertible preferred stock) as of the conversion date by (ii) the applicable Conversion Price (as defined in the Certificate of Designation for the Series C convertible preferred stock) in effect as of such conversion date.

3. The Series C convertible preferred stock is initially convertible into approximately 50,850,591 shares of Class A common stock in the aggregate.

4. Ayar Third Investment Company ("Ayar") is a wholly-owned subsidiary of The Public Investment Fund of Saudi Arabia ("PIF"), and as such PIF may be deemed to beneficially own the Shares held by Ayar. In addition, each of Turqi A. Alnowaiser and Mr. Yasir Alsalman, the co-managers of Ayar, may be deemed to beneficially own the shares owned by Ayar by virtue of shared power to vote the shares. Neither Mr. Alnowaiser nor Mr. Alsalman has any, and each and disclaims, any pecuniary interest in the shares.

Remarks:

PIF may be deemed a director by deputization, as Mr. Alnowaiser, an employee of PIF, serves as a representative of Ayar on the Board of Directors of the Issuer.

	The Public Investment Fund, /s/ Yasir O. AlRumayyan, Governor	04/30/2026
	Ayar Third Investment Company, /s/ Turqi A. Alnowaiser, Co-Manager	04/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ayar Third Investment Company purchase in Lucid Group (LCID)?

Ayar Third Investment Company bought 55,000 shares of Lucid’s Series C convertible preferred stock. Each share was acquired at a price of $10,000, giving Ayar significant preferred equity exposure that can later convert into Class A common shares under specified conditions.

How many Lucid Class A shares are tied to the new Series C preferred purchase?

The Series C convertible preferred stock is initially convertible into approximately 50,850,591 shares of Lucid’s Class A common stock in the aggregate. Actual conversion depends on conditions such as stock price thresholds and specified periods linked to fundamental change or optional redemption events.

Who ultimately benefits from Ayar’s Lucid Group (LCID) preferred stock purchase?

Ayar Third Investment Company is wholly owned by The Public Investment Fund of Saudi Arabia, so the fund may be deemed to beneficially own the shares. Footnotes state Ayar’s co-managers may be deemed beneficial owners but each disclaims any pecuniary interest in the shares.

What are the main conditions for converting Lucid’s Series C preferred into common stock?

The Series C preferred converts at the holder’s option when the prior day’s Class A closing price meets a specified level, unless Lucid consents otherwise. It also converts during certain periods tied to a fundamental change or optional redemption, using defined Accrued Value and Conversion Price formulas.

Is the Lucid Series C preferred stock conversion automatic or optional?

Conversion of the Series C preferred is optional and at the holder’s election, not automatic. The holder may convert when price and timing conditions in the Certificate of Designations are met, or during specified windows around a fundamental change or an optional redemption by Lucid.