[Form 4] Lucid Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ayar Third Investment Company, a wholly-owned subsidiary of Public Investment Fund of Saudi Arabia, reported a large prepaid forward share purchase transaction tied to Lucid Group, Inc. Class A common stock. Under this privately negotiated contract with Citibank N.A., Ayar will purchase 37,477,050 shares of Lucid Class A common stock for $636,735,079.50, with delivery of those shares to occur no later than November 1, 2031, while the forward counterparty may settle its delivery obligations earlier. The derivative security is described as a forward purchase contract with a conversion or exercise price of $16.99 and an exercisable and expiration date of November 1, 2031. The transaction was entered into in connection with the pricing of Lucid's offering of $975,000,000 aggregate principal amount of 7.00% convertible senior notes due 2031, whose issuance settled on November 17, 2025. All share amounts give effect to Lucid's 1-for-10 reverse stock split effective on August 29, 2025.

Insights

Equity capital markets analyst

Ayar enters a large prepaid forward linked to Lucid notes financing.

The disclosure shows Ayar Third Investment Company, a wholly-owned subsidiary of Public Investment Fund of Saudi Arabia, entering a privately negotiated prepaid forward share purchase transaction with Citibank N.A. Ayar will purchase 37,477,050 Lucid Class A common shares for $636,735,079.50 through a forward purchase contract reported as a derivative security, with a conversion or exercise price of $16.99 and an exercisable and expiration date of November 1, 2031.

The filing states that the prepaid forward was entered into in connection with the pricing of Lucid Group, Inc. offering $975,000,000 aggregate principal amount of 7.00% convertible senior notes due 2031, and that the forward would have terminated if the notes issuance had not been consummated. Settlement of the notes occurred on November 17, 2025, and all share counts reflect Lucid's 1-for-10 reverse stock split effective August 29, 2025.

The reporting persons are identified as a director and 10% owner, and the explanation notes that Public Investment Fund and certain co-managers may be deemed to beneficially own shares held by Ayar while disclaiming pecuniary interest. Key structural dates include November 1, 2031 as the latest share delivery date and November 17, 2025 as the settlement date for the related notes issuance.

Insider Trade Summary

1 transaction reported

Net Buy 1 txn

Insider PUBLIC INVESTMENT FUND, Ayar Third Investment Co

Role Director, 10% Owner | Director, 10% Owner

Bought 1 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Forward purchase contract (obligation to buy)	1	$0.00	--

Holdings After Transaction: Forward purchase contract (obligation to buy) — 1 shares (Indirect, By Ayar Third Investment Company)

Footnotes (1)

1. Ayar Third Investment Company ("Ayar") entered into a privately negotiated prepaid forward share purchase transaction with Citibank N.A. (the "forward counterparty"), pursuant to which Ayar will purchase 37,477,050 shares of Class A common stock, par value $0.0001 per share ("Common Stock") of Lucid Group, Inc. ("Lucid") for $636,735,079.50, with delivery of those shares to occur no later than November 1, 2031, subject to the forward counterparty's right to settle its delivery obligations prior to that date The prepaid forward transaction was entered into in connection with the pricing of an offering by Lucid of $975,000,000 aggregate principal amount of 7.00% convertible senior notes due 2031 (the "notes"). The prepaid forward transaction was subject to termination if the issuance of the notes was not consummated. The settlement of the issuance of the notes occurred on November 17, 2025. All share numbers reported herein give effect to the 1-for-10 reverse stock split of Lucid's shares of Class A common stock effective on August 29, 2025. Ayar is a wholly-owned subsidiary of 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 Yasir Alsalman, 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.

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 T0 13519

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

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

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

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

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
Forward purchase contract (obligation to buy)	$16.99(1)	11/25/2025		P		1(1)		11/01/2031	11/01/2031	Class A Common Stock	37,477,050(2)	(1)	1(1)	I	By Ayar Third Investment Company(1)(3)

1. Name and Address of Reporting Person^*

PUBLIC INVESTMENT FUND

(Last) (First) (Middle)

KING ABDULLAH FINANCIAL DISTRICT (KAFD)

AL AQIQ DISTRICT

(Street)

RIYADH T0 13519

(City) (State) (Zip)

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 T0 11452

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Ayar Third Investment Company ("Ayar") entered into a privately negotiated prepaid forward share purchase transaction with Citibank N.A. (the "forward counterparty"), pursuant to which Ayar will purchase 37,477,050 shares of Class A common stock, par value $0.0001 per share ("Common Stock") of Lucid Group, Inc. ("Lucid") for $636,735,079.50, with delivery of those shares to occur no later than November 1, 2031, subject to the forward counterparty's right to settle its delivery obligations prior to that date The prepaid forward transaction was entered into in connection with the pricing of an offering by Lucid of $975,000,000 aggregate principal amount of 7.00% convertible senior notes due 2031 (the "notes"). The prepaid forward transaction was subject to termination if the issuance of the notes was not consummated. The settlement of the issuance of the notes occurred on November 17, 2025.

2. All share numbers reported herein give effect to the 1-for-10 reverse stock split of Lucid's shares of Class A common stock effective on August 29, 2025.

3. Ayar is a wholly-owned subsidiary of 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 Yasir Alsalman, 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.

	Public Investment Fund, /s/ Yasir O. AlRumayyan, Governor	12/15/2025
	Ayar Third Investment Company, /s/ Turqi A. Alnowaiser, Co-Manager	12/15/2025
	** 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.

FAQ

What insider transaction related to Lucid Group, Inc. (LCID) did Ayar report?

Ayar Third Investment Company reported a prepaid forward share purchase transaction with Citibank N.A., under which it will purchase 37,477,050 shares of Lucid Group, Inc. Class A common stock for $636,735,079.50.

How many Lucid Group, Inc. (LCID) shares are covered by Ayars prepaid forward contract and at what price?

The prepaid forward contract covers 37,477,050 shares of Lucid Class A common stock, with a reported conversion or exercise price of $16.99 under the forward purchase contract.

When must shares be delivered under Ayars forward purchase agreement for Lucid Group, Inc. (LCID)?

The filing states that delivery of the 37,477,050 Lucid shares to Ayar must occur no later than November 1, 2031, and the forward counterparty has the right to settle its delivery obligations prior to that date.

How is Ayars prepaid forward transaction connected to Lucid Group, Inc. (LCID) convertible notes?

The prepaid forward transaction was entered into in connection with the pricing of Lucid Group, Inc.s offering of $975,000,000 aggregate principal amount of 7.00% convertible senior notes due 2031, whose issuance settled on November 17, 2025.

How did Lucid Group, Inc. (LCID) reverse stock split affect the share figures in this Form 4?

The explanation notes that all share numbers in the disclosure give effect to the 1-for-10 reverse stock split of Lucids Class A common stock that was effective on August 29, 2025.

What is the relationship between Ayar, the Public Investment Fund, and Lucid Group, Inc. (LCID)?

Ayar is described as a wholly-owned subsidiary of Public Investment Fund of Saudi Arabia, which may be deemed to beneficially own shares held by Ayar. The reporting persons are identified as a director and 10% owner of Lucid Group, Inc.