Lucid Group, Inc.

Previous wording

We are a technology company with a mission to advance the state-of-the-art of EV technology for the benefit of all. We are setting new standards with the world’s most advanced EVs, the award-winning Lucid Air and new Lucid Gravity. Our focus on in-house hardware and software innovation, vertical integration, and a “clean sheet” approach to engineering and design led to the development of the award-winning Lucid Air and Lucid Gravity.

Current wording

We are a technology company with a mission to advance the state-of-the-art of EV technology for the benefit of all. We are setting new standards with the world’s most advanced EVs, the award-winning Lucid Air and Lucid Gravity. Our focus on in-house hardware and software innovation, vertical integration, and a “clean sheet” approach to engineering and design led to the development of the award-winning Lucid Air and Lucid Gravity.

Previous wording

We sell vehicles directly to consumers through our retail sales network and through direct online sales, including utilizing Lucid Financial Services. We believe that owning and operating our sales network provides an opportunity to closely manage the customer experience, gather direct customer feedback, and ensure that customer interactions are tailored to our customers’ needs. We own and operate a vehicle service network comprised of service centers in major metropolitan areas and a fleet of mobile service vehicles. In addition to our in-house service capabilities, we established and continue to grow an approved list of specially trained collision repair shops which also serve in some cases as repair hubs for our mobile service offerings.

Current wording

We sell vehicles directly to consumers through our retail sales network and through direct online sales, including utilizing Lucid Financial Services. We believe that owning and operating our sales network provides an opportunity to closely manage the customer experience, gather direct customer feedback, and ensure that customer interactions are tailored to our customers’ needs. We are also actively evaluating alternative importer and agency models to enhance flexibility and optimize our distribution strategy in response to evolving market dynamics. We own and operate a vehicle service network comprised of service centers in major metropolitan areas and a fleet of mobile service vehicles. In addition to our in-house service capabilities, we established and continue to grow an approved list of specially trained collision repair shops which also serve in some cases as repair hubs for our mobile service offerings.

Previous wording

We began delivering the Lucid Air to customers in October 2021. We have leveraged and expanded the technological advancements from the Lucid Air to the Lucid Gravity, which offers an unprecedented combination of performance, interior space, and efficiency, and started commercial production and deliveries in December 2024. During the three months ended June 30, 2025, we produced 3,863 vehicles and delivered 3,309 vehicles. During the six months ended June 30, 2025, we produced 6,075 vehicles and delivered 6,418 vehicles.

Current wording

We began delivering the Lucid Air to customers in October 2021. We have leveraged and expanded the technological advancements from the Lucid Air to the Lucid Gravity, which offers an unprecedented combination of performance, interior space, and efficiency, and started commercial production and deliveries in December 2024. During the three months ended September 30, 2025, we produced 3,891 vehicles and delivered 4,078 vehicles. During the nine months ended September 30, 2025, we produced 9,966 vehicles and delivered 10,496 vehicles.

Previous wording

On July 16, 2025, we entered into the 2025 Subscription Agreement with SMB, a subsidiary of Uber, under which we agreed to issue and SMB agreed to purchase, in the Private Placement, our common stock equal to (i) $300.0 million in cash divided by (ii) an amount equal to the arithmetic average of the daily volume-weighted average price of the common stock over a period of thirty (30) consecutive trading days ending on, and including, July 15, 2025. The Private Placement is expected to close in the third calendar quarter of 2025, and is subject to regulatory approvals and customary closing conditions. The proceeds of the Private Placement will be used to fund non-recurring engineering costs, including the design, development, manufacture, and delivery of the Lucid Gravity Plus vehicles and for general corporate purposes.

Current wording

On July 16, 2025, we entered into the 2025 Subscription Agreement with SMB, a subsidiary of Uber, under which we agreed to issue and SMB agreed to purchase, in a private placement, our common stock equal to (i) $300.0 million in cash divided by (ii) an amount equal to the arithmetic average of the daily volume-weighted average price of the common stock over a period of thirty (30) consecutive trading days ending on, and including, July 15, 2025. In September 2025, we consummated the private placement of shares to SMB pursuant to the 2025 Subscription Agreement and issued 13,715,121 shares for aggregate net proceeds of $299.7 million after deducting issuance costs of $0.3 million. The proceeds of the private placement will be used to fund non-recurring engineering costs, including the design, development, manufacture, and delivery of the Lucid Gravity Plus vehicles and for general corporate purposes.

Previous wording

A global economic recession, downturn or other adverse economic conditions, whether due to changes or uncertainties in trade policies, the imposition or proposed imposition of tariffs, export controls, threat of trade war, persistent inflation, political instability, global or regional conflicts or other geopolitical events, public health crises, interest rate increases or other central bank policy actions, government closures of banks and liquidity concerns at financial institutions, or other factors, may have an adverse impact on our business, prospects, financial condition and results of operations. Adverse economic conditions and uncertainty about the current and future domestic or global economic conditions may cause our customers to defer purchases or cancel their orders in response to higher interest rates, limited consumer credit availability, lower cash reserves, fluctuations in foreign currency exchange rates, and weakened consumer confidence. A reduction in demand for our products may result in a decline in product sales, with a corresponding material adverse impact on our business, prospects, financial condition and results of operations. Given our premium brand positioning and pricing, an economic recession or downturn is likely to have a disproportionate adverse effect on us compared to our competitors in the EV and traditional automotive sectors, to the extent that consumer demand for luxury goods declines in favor of more cost-conscious alternatives. In addition, adverse economic conditions and uncertainties surrounding trade policies, tariffs and export controls could also cause supply chain and logistical challenges and operational risks. In particular, the U.S. federal government recently enacted the law commonly referred to as the OBBBA, which eliminates, limits or phases out certain tax credits that had previously provided significant benefits to lessees and purchasers of EVs and adds new eligibility requirements on manufacturers to continue claiming tax credits on EV components. It also eliminates certain penalties for noncompliance with certain fuel efficiency standards and introduces certain key tax law modifications. If any of our suppliers, sub-suppliers or partners experience financial distress, insolvency or disruptions in operations, they may be unable to fulfill their obligations or meet our production and quality requirements.

Current wording

A global economic recession, downturn or other adverse economic conditions, whether due to changes or uncertainties in trade policies, the imposition or proposed imposition of tariffs, export controls, threat of trade war, persistent inflation, political instability, global or regional conflicts or other geopolitical events, public health crises, interest rate increases or other central bank policy actions, bank closures and liquidity concerns at financial institutions, or other factors, may have an adverse impact on our business, prospects, financial condition and results of operations. If any of our suppliers, sub-suppliers or partners experience financial distress, insolvency or disruptions in operations, they may be unable to fulfill their obligations or meet our production and quality requirements. Adverse economic conditions and uncertainty about the current and future domestic or global economic conditions may also cause our customers to defer purchases or cancel their orders in response to higher interest rates, limited consumer credit availability, lower cash reserves, fluctuations in foreign currency exchange rates, and weakened consumer confidence. A reduction in demand for our products may result in a decline in product sales, with a corresponding material adverse impact on our business, prospects, financial condition and results of operations. Given our premium brand positioning and pricing, an economic recession or downturn is likely to have a disproportionate adverse effect on us compared to our competitors in the EV and traditional automotive sectors, to the extent that consumer demand for luxury goods declines in favor of more cost-conscious alternatives. In addition, adverse economic conditions and uncertainties surrounding trade policies, tariffs and export controls could also cause supply chain and logistical challenges and operational risks. In particular, the U.S. federal government recently enacted the law commonly referred to as the OBBBA, which eliminates, limits or phases out certain tax credits that had previously provided significant benefits to lessees and purchasers of EVs and adds new eligibility requirements on manufacturers to continue claiming tax credits on EV components. It also eliminates certain penalties for noncompliance with certain fuel efficiency standards and introduces certain key tax law modifications.

Previous wording

We operate a direct-to-consumer sales and service model, which we believe allows us to offer a personalized experience for our customers based on their purchase and ownership preferences. We expect to continue to incur significant expenses in our sales, service and marketing operations for sales of the Lucid Air, the Lucid Gravity, and other EVs that we may offer over the coming decade, including to open additional studios, expand our sales force, grow marketing and brand awareness, and establish a robust service center operation. As of June 30, 2025, we have opened 58 studios and service centers (excluding temporary and satellite service centers): 38 in the United States (12 in California, four in each of Florida and New York, two in each of Arizona, Illinois, Massachusetts, New Jersey, Texas, Virginia and Washington, and one in each of Colorado, Georgia, Michigan and Pennsylvania), seven in Germany, five in Canada, three in Saudi Arabia, two in Switzerland, one in Netherlands, one in Norway, and one in the United Arab Emirates. We also plan to hire additional sales, customer service, and service center personnel. We believe that investing in our direct-to-consumer sales and service model will be critical to delivering and servicing the Lucid EVs we manufacture and sell.

Current wording

We operate a direct-to-consumer sales and service model, which we believe allows us to offer a personalized experience for our customers based on their purchase and ownership preferences. We expect to continue to incur significant expenses in our sales, service and marketing operations for sales of the Lucid Air, the Lucid Gravity, and other EVs that we may offer over the coming decade, including to open additional studios, expand our sales force, grow marketing and brand awareness, and establish a robust service center operation. As of September 30, 2025, we have opened 60 studios and service centers (excluding temporary and satellite service centers): 39 in the United States (13 in California, four in each of Florida and New York, two in each of Arizona, Illinois, Massachusetts, New Jersey, Texas, Virginia and Washington, and one in each of Colorado, Georgia, Michigan and Pennsylvania), seven in Germany, five in Canada, three in each of Saudi Arabia and Switzerland, one in Netherlands, one in Norway, and one in the United Arab Emirates. We also plan to hire additional sales, customer service, and service center personnel. We believe that investing in our direct-to-consumer sales and service model will be critical to delivering and servicing the Lucid EVs we manufacture and sell at this stage. We are also actively evaluating alternative importer and agency models to enhance flexibility and optimize our distribution strategy in response to evolving market dynamics.

Previous wording

We recognize revenue from vehicle sales when the customer obtains control of the vehicle, which is upon delivery. We also generate revenue from non-warranty after-sales vehicle services and parts, sales of battery pack systems, powertrain kits, retail merchandise, and regulatory credits, and sales of non-Lucid vehicles acquired as part of trade-in program. We generate regulatory credits revenue from the sale of tradable credits we earn under various regulations. This include credits related to zero emission vehicles and greenhouse gas, and the Corporate Average Fuel Economy credits.

Current wording

We recognize revenue from vehicle sales when the customer obtains control of the vehicle, which is upon delivery. We also generate revenue from non-warranty after-sales vehicle services and parts, sales of battery pack systems, powertrain kits, retail merchandise, and regulatory credits, and sales of non-Lucid vehicles acquired as part of the trade-in program. We generate regulatory credits revenue from the sale of tradable credits we earn under various regulations. This includes credits related to zero emission vehicles and greenhouse gas, and the Corporate Average Fuel Economy credits.

Previous wording

Revenue increased by $58.9 million, or 29%, and $121.2 million, or 32% for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year. The increases were primarily driven by higher Lucid vehicle deliveries, partially offset by a lower average selling price of vehicles for the three and six months ended June 30, 2025, as compared to the same periods in the prior year. The increases in revenue for the three and six months ended June 30, 2025, as compared to the same periods in the prior year, were also due to increases of $6.6 million and $32.7 million in regulatory credit sales, respectively.

Current wording

Revenue increased by $136.5 million, or 68%, and $257.7 million, or 45% for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year. The increases were primarily driven by higher Lucid vehicle deliveries and increases of $7.8 million and $40.5 million in regulatory credit sales for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year. The increase in revenue was partially offset by a lower average selling price of vehicles for the nine months ended September 30, 2025, as compared to the same period in the prior year.

Previous wording

Cost of revenue increased by $61.4 million, or 13%, and $120.2 million, or 14% for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year. The increases were primarily due to higher delivery volume of the Lucid vehicles and higher inventory write-downs including losses from firm purchase commitments, partially offset by improvements in vehicle cost efficiency. Cost of revenue included approximately $54 million of incremental tariff cost impact in the current quarter.

Current wording

Cost of revenue increased by $257.7 million, or 62%, and $377.8 million, or 29% for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year. The increases were primarily due to higher delivery volume of the Lucid vehicles and higher inventory write-downs including losses from firm purchase commitments, partially offset by improvements in vehicle cost efficiency. Cost of revenue included approximately $44 million and $98 million of incremental tariff cost impact during the three and nine months ended September 30, 2025, respectively.

Previous wording

These impacts were also partially offset by $30.7 million and $41.5 million of provision associated with a special warranty campaign recognized during the three and six months ended June 30, 2024. We expect the ramping of our production volumes to positively impact our cost per vehicle in the second half of 2025. In the near term, we expect our production volume of vehicles to continue to be less than our manufacturing capacity.

Current wording

These impacts were also partially offset by a $41.5 million of provision associated with a special warranty campaign recognized during the nine months ended September 30, 2024. We expect the ramping of our production volumes to positively impact our cost per vehicle in the remainder of 2025. In the near term, we expect our production volume of vehicles to continue to be less than our manufacturing capacity.

Previous wording

We recorded write-downs of $184.7 million and $336.3 million for the three and six months ended June 30, 2025, respectively, and $154.2 million and $292.0 million for the same periods in the prior year, respectively, to reduce our inventories to their net realizable values, for any excess or obsolete inventories, and losses from firm purchase commitments. The increases in the write-downs were primarily due to higher inventory and firm purchase commitments in anticipation of the Lucid Gravity production ramp-up and tariff impacts for the three and six months ended June 30, 2025, compared to the same periods in the prior year. While the final scope and application of recently announced changes in trade policy remain uncertain at this time, higher tariffs on imports and subsequent retaliatory tariffs could adversely impact our financial results. We expect inventory write-downs could negatively affect our costs of vehicle sales in upcoming periods in the near term as we ramp production volumes up toward our manufacturing capacity.

Current wording

We recorded write-downs of $192.1 million and $528.5 million for the three and nine months ended September 30, 2025, respectively, and $154.9 million and $446.9 million for the same periods in the prior year, respectively, to reduce our inventories to their net realizable values, for any excess or obsolete inventories, and losses from firm purchase commitments. The increases in the write-downs were primarily due to higher inventory and firm purchase commitments in anticipation of the Lucid Gravity production ramp-up and tariff impacts for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. While the final scope and application of recently announced changes in trade policy remain uncertain at this time, higher tariffs on imports and subsequent retaliatory tariffs could adversely impact our financial results. We expect inventory write-downs could negatively affect our costs of vehicle sales in upcoming periods in the near term as we ramp production volumes up toward our manufacturing capacity.

Previous wording

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted with clean energy incentives. For the three and six months ended June 30, 2025 and 2024, the impact of the IRA on our results of operations was not material. We will continue to evaluate the expected future impact of the IRA on our business and financial statements upon issuance of additional regulatory guidance.

Current wording

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted with clean energy incentives. For the three and nine months ended September 30, 2025 and 2024, the impact of the IRA on our results of operations was not material. We will continue to evaluate the expected future impact of the IRA on our business and financial statements upon issuance of additional regulatory guidance.

Previous wording

Gross margin improved to (105.0)% and (101.3)% for the three and six months ended June 30, 2025, respectively, as compared to (134.5)% and (134.4)% for the same periods in the prior year, respectively, primarily driven by improvements in vehicle cost efficiency and increases in regulatory credit sales, partially offset by higher inventory write-downs and losses from firm purchase commitments and tariff impact, and a lower average selling price of vehicles.

Current wording

Gross margin improved to (99.1)% and (100.4)% for the three and nine months ended September 30, 2025, respectively, as compared to (106.2)% and (124.6)% for the same periods in the prior year, respectively, primarily driven by improvements in vehicle cost efficiency and increases in regulatory credit sales, partially offset by higher inventory write-downs and losses from firm purchase commitments and tariff impact. Gross margin improvement for the nine months ended September 30, 2025 was also partially offset by a lower average selling price of vehicles.

Previous wording

Research and development expense decreased by $46.7 million, or 8% for the six months ended June 30, 2025, as compared to the same period in the prior year. The decrease was primarily attributable to a decrease of $88.2 million in engineering, design and testing services, and prototype materials related mainly to the Lucid Gravity, partially offset by increases of $32.0 million in payroll related expenses and $13.5 million in other expenses.

Current wording

Research and development expense remained relatively flat for the three months ended September 30, 2025, as compared to the same period in the prior year. The change was primarily attributable to a decrease of $56.9 million in engineering, design and testing services, and prototype materials related mostly to the Lucid Gravity as we started production in late 2024, largely offset by increases of $22.1 million in payroll related expenses, $16.7 million in stock-based compensation expenses, $11.2 million in utilization of contractors and professional services, and $5.8 million in facilities and rental related costs.

Previous wording

Research and development expense decreased by $13.3 million, or 5% for the three months ended June 30, 2025, as compared to the same period in the prior year. The decrease was primarily attributable to a decrease of $46.9 million in engineering, design and testing services, and prototype materials related mainly to the Lucid Gravity, partially offset by increases of $21.2 million in payroll related expenses and $12.4 million in other expenses.

Current wording

Research and development expense decreased by $45.8 million, or 5% for the nine months ended September 30, 2025, as compared to the same period in the prior year. The decrease was primarily attributable to a decrease of $145.1 million in engineering, design and testing services, and prototype materials related mostly to the Lucid Gravity as we started production in late 2024, partially offset by increases of $54.1 million in payroll related expenses, $14.6 million in stock-based compensation expenses, $11.7 million in utilization of contractors and professional fees, $10.7 million in facilities and rental related costs, and $8.6 million in other expenses.

Previous wording

Selling, general, and administrative expenses primarily consist of personnel-related expenses for employees involved in general corporate, selling and marketing functions, including executive management and administration, legal, human resources, facilities and real estate, accounting, finance, tax, and information technology. Personnel-related expenses primarily include salaries, benefits and stock-based compensation. Selling, general, and administrative expenses also include allocated facilities costs, such as office, rent and depreciation expenses, professional services fees, sales and marketing expenses and other general corporate expenses. As we continue to grow as a company, build out our sales force, and commercialize the Lucid Air and Lucid Gravity, and future generations of our EVs, including our Midsize platform, we expect that our selling, general and administrative costs will increase.

Current wording

Selling, general, and administrative expenses primarily consist of personnel-related expenses for employees involved in general corporate, selling and marketing functions, including executive management and administration, legal, human resources, facilities and real estate, accounting, finance, tax, and information technology. Personnel-related expenses primarily include salaries, benefits and stock-based compensation. Selling, general, and administrative expenses also include allocated facilities costs, such as office, rent and depreciation expenses, professional services fees, sales and marketing expenses and other general corporate expenses. As we continue to grow as a company, build out our sales force, and commercialize the Lucid Air and Lucid Gravity, and future generations of our EVs, including our Midsize platform, we expect an increase to our selling, general and administrative costs.

Previous wording

Selling, general, and administrative expense increased by $46.6 million, or 22% for the three months ended June 30, 2025, as compared to the same period in the prior year. The increase was primarily attributable to increases of $18.9 million in payroll related expenses, $12.1 million in utilization of contractors and professional fees, and $6.4 million in sales and marketing expenses.

Current wording

Selling, general, and administrative expense increased by $49.5 million, or 21% for the three months ended September 30, 2025, as compared to the same period in the prior year. The increase was primarily attributable to increases of $20.8 million in sales and marketing expenses, $10.5 million in stock-based compensation expenses, $10.4 million in facilities and rental related costs, and $5.1 million in payroll related expenses.

Previous wording

Selling, general, and administrative expense increased by $45.6 million, or 11% for the six months ended June 30, 2025, as compared to the same period in the prior year. The increase was primarily attributable to increases of $32.4 million in payroll related expenses, $14.0 million in facilities and rental related costs, $13.0 million in utilization of contractors and professional fees, and $9.9 million in sales and marketing expenses. These increases were partially offset by a reversal of $35.4 million related to previously recognized stock-based compensation expenses for the former-CEO’s unvested time-based RSUs during the six months ended June 30, 2025.

Current wording

Selling, general, and administrative expense increased by $95.1 million, or 14% for the nine months ended September 30, 2025, as compared to the same period in the prior year. The increase was primarily attributable to increases of $37.5 million in payroll related expenses, $30.7 million in sales and marketing expenses, $24.4 million in facilities and rental related costs, and $9.1 million in utilization of contractors and professional fees. These increases were partially offset by a decrease of $25.7 million in stock-based compensation expenses, primarily driven by a reversal of previously recognized expenses for the former-CEO’s unvested time-based RSUs during the nine months ended September 30, 2025.

Previous wording

On May 24, 2024, we announced the 2024 Restructuring Plan intended to optimize operating expenses in response to evolving business needs and productivity improvement through a reduction in workforce. We completed the 2024 Restructuring Plan during the first quarter of 2025. During the three and six months ended June 30, 2024, we recorded restructuring charges of $20.2 million.

Current wording

On May 24, 2024, we announced the 2024 Restructuring Plan intended to optimize operating expenses in response to evolving business needs and productivity improvement through a reduction in workforce. We completed the 2024 Restructuring Plan during the first quarter of 2025. During the three and nine months ended September 30, 2024, we recorded restructuring charges of $0.1 million and $20.3 million, respectively.

Previous wording

The Private Placement Warrants remained unexercised as of June 30, 2025. The liability was remeasured to a fair value of $1.3 million and $19.5 million as of June 30, 2025 and December 31, 2024, respectively. The change in fair value resulted in unrealized gains of $5.3 million and $18.2 million for the three and six months ended June 30, 2025, respectively, and gains of $7.5 million and $34.6 million for the same periods in the prior year, respectively. The change in fair value was classified within change in fair value of common stock warrant liability in the condensed consolidated statements of operations and comprehensive loss. See Note 7 “Common Stock Warrant Liability” to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Current wording

The Private Placement Warrants remained unexercised as of September 30, 2025. The liability was remeasured to a fair value of $0.9 million and $19.5 million as of September 30, 2025 and December 31, 2024, respectively. The change in fair value resulted in unrealized gains of $0.4 million and $18.6 million for the three and nine months ended September 30, 2025, respectively, and an unrealized loss of $13.7 million and an unrealized gain of $20.8 million for the same periods in the prior year, respectively. The change in fair value was classified within change in fair value of common stock warrant liability in the condensed consolidated statements of operations and comprehensive loss. See Note 7 “Common Stock Warrant Liability” to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Previous wording

On November 6, 2023, in connection with the commencement of the Strategic Technology Arrangement with Aston Martin, we received 28,352,273 ordinary shares of Aston Martin. The ordinary shares of Aston Martin are subject to remeasurement to fair value at each reporting period. Such shares were remeasured to a fair value of $31.1 million and $37.8 million as of June 30, 2025 and December 31, 2024, respectively. The change in fair value resulted in an unrealized gain of $3.9 million and an unrealized loss of $9.5 million during the three and six months ended June 30, 2025, respectively, and unrealized losses of $9.4 million and $29.3 million for the same periods in the prior year, respectively, and was classified within change in fair value of equity securities of a related party in the condensed consolidated statements of operations and comprehensive loss. See Note 5 “Fair Value Measurements and Financial Instruments” and Note 16 “Related Party Transactions” to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Current wording

On November 6, 2023, in connection with the commencement of the Strategic Technology Arrangement with Aston Martin, we received 28,352,273 ordinary shares of Aston Martin. The ordinary shares of Aston Martin are subject to remeasurement to fair value at each reporting period. Such shares were remeasured to a fair value of $31.4 million and $37.8 million as of September 30, 2025 and December 31, 2024, respectively. The change in fair value resulted in an unrealized gain of $0.9 million and an unrealized loss of $8.6 million during the three and nine months ended September 30, 2025, respectively, and unrealized losses of $8.8 million and $38.2 million for the same periods in the prior year, respectively, and was classified within change in fair value of equity securities of a related party in the condensed consolidated statements of operations and comprehensive loss. See Note 5 “Fair Value Measurements and Financial Instruments” and Note 16 “Related Party Transactions” to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Previous wording

The derivative liabilities of the Redeemable Convertible Preferred Stock were remeasured to a fair value of $246.3 million and $639.4 million as of June 30, 2025 and December 31, 2024, respectively. We recognized gains of $111.5 million and $393.2 million for the three and six months ended June 30, 2025, respectively, and a gain of $103.0 million for the same periods in the prior year, primarily driven by decreases in our stock price, within change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party) in the condensed consolidated statements of operations and comprehensive loss. See Note 8 “Redeemable Convertible Preferred Stock” to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Current wording

The derivative liabilities of the Redeemable Convertible Preferred Stock were remeasured to a fair value of $282.6 million and $639.4 million as of September 30, 2025 and December 31, 2024, respectively. We recognized a loss of $36.4 million and a gain of $356.8 million for the three and nine months ended September 30, 2025, respectively, and losses of $240.3 million and $137.3 million for the same periods in the prior year, respectively, primarily driven by changes in our stock price, within change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party) in the condensed consolidated statements of operations and comprehensive loss. See Note 8 “Redeemable Convertible Preferred Stock” to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Previous wording

In April 2025, we repurchased $1,052.5 million aggregate principal amount of the 2026 Notes, using $931.4 million of the net proceeds of the 2030 Notes. The repurchases of the 2026 Notes were accounted for as a debt extinguishment. The difference between the consideration paid to repurchase a portion of the 2026 Notes and the then carrying value of the 2026 Notes resulted in a gain of $116.4 million, and was recorded within gain on extinguishment of debt in the condensed consolidated statement of operations and comprehensive loss during the three and six months ended June 30, 2025.

Current wording

In April 2025, we repurchased $1,052.5 million aggregate principal amount of the 2026 Notes, using $931.4 million of the net proceeds of the 2030 Notes. The repurchases of the 2026 Notes were accounted for as a debt extinguishment. The difference between the consideration paid to repurchase a portion of the 2026 Notes and the then carrying value of the 2026 Notes resulted in a gain of $116.4 million, and was recorded within gain on extinguishment of debt in the condensed consolidated statement of operations and comprehensive loss during the nine months ended September 30, 2025.

Previous wording

Interest income decreased by $10.2 million, or (19)% for the three months ended June 30, 2025, as compared to the same period in the prior year, primarily due to lower average balances and higher average purchase price of available-for-sale securities, partially offset by higher interest rates on our available-for-sale securities.

Current wording

Interest income decreased by $15.4 million, or (31)% for the three months ended September 30, 2025, as compared to the same period in the prior year, primarily due to lower average balances and higher average purchase price of available-for-sale securities.

Previous wording

Interest income decreased by $8.7 million, or (8)% for the six months ended June 30, 2025, as compared to the same period in the prior year, primarily due to higher average purchase price of available-for-sale securities, partially offset by higher interest rates on our available-for-sale securities.

Current wording

Interest income decreased by $24.0 million, or (15)% for the nine months ended September 30, 2025, as compared to the same period in the prior year, primarily due to higher average purchase price of available-for-sale securities, partially offset by higher interest rates on our available-for-sale securities.

Previous wording

Interest expense increased by $17.1 million, or 256%, and $21.5 million, or 151% for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year. The increases were primarily due to higher interest expense of $12.7 million from the issuance of the 2030 Notes during the three and six months ended June 30, 2025 and higher interest expense of $3.3 million and $5.4 million from the GIB credit facility resulting from higher average borrowings and commitment fees related to the DDTL Credit Facility during the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year.

Current wording

Interest expense increased by $17.1 million, or 202%, and $38.6 million, or 170% for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year. The increases were primarily due to higher interest expense of $13.7 million and $26.4 million from the issuance of the 2030 Notes during the three and nine months ended September 30, 2025 and higher interest expense of $4.4 million and $9.8 million from the GIB credit facility resulting from higher average borrowings and commitment fees related to the DDTL Credit Facility during the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year.

Previous wording

Other income (expense), net primarily consists of foreign currency gains and losses. Our foreign currency exchange gains and losses relate to transactions and monetary asset and liability balances denominated in currencies other than the U.S. dollar. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates.

Current wording

Other expense, net primarily consists of foreign currency gains and losses and changes in residual value guarantee reserve. Our foreign currency exchange gains and losses relate to transactions and monetary asset and liability balances denominated in currencies other than the U.S. dollar. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates.

Previous wording

Other income (expense), net increased by $8.6 million and $12.6 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to changes in foreign exchange rates.

Current wording

Other expense, net changed by $10.7 million and $1.9 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to changes in foreign exchange rates and residual value guarantee reserve.

Previous wording

As of June 30, 2025, we had $3,602.5 million of cash, cash equivalents and investments and $31.1 million of investment in equity securities of a related party. We also had $750.0 million, $197.7 million, and $272.9 million of unused available credit amounts from the DDTL Credit Facility, the ABL Credit Facility, and the 2025 GIB Credit Facility, respectively, as of June 30, 2025. Our existing sources of liquidity include cash, cash equivalents, investments, and credit facilities. We funded operations primarily with issuances of common stock, convertible preferred stock and convertible notes.

Current wording

As of September 30, 2025, we had $2,993.3 million of cash, cash equivalents and investments and $31.4 million of investment in equity securities of a related party. We also had $750.0 million, $273.8 million, and $192.9 million of unused available credit amounts from the DDTL Credit Facility, the ABL Credit Facility, and the 2025 GIB Credit Facility, respectively, as of September 30, 2025. Our existing sources of liquidity include cash, cash equivalents, investments, and credit facilities. We funded operations primarily with issuances of common stock, convertible preferred stock and convertible notes.

Previous wording

We anticipate our cumulative spending on capital expenditures to be in a range of approximately $1.1 billion to $1.2 billion for the fiscal year 2025 to support our continued commercialization and growth objectives as we strategically invest in manufacturing capacity and capabilities, our retail studios and service center capabilities throughout North America and across the globe, development of different products and technologies, and other areas supporting the growth of Lucid’s business. We expect to continue to receive financing and support for certain capital expenditures in connection with AMP-2 construction and purchases of machinery, tooling, and equipment. Refer to Note 6 “Debt” and Note 16 “Related Party Transactions” to the condensed consolidated financial statements included elsewhere in this Quarterly Report for more information. Our future capital expenditures may vary and will depend on many factors including the timing and extent of spending and other growth initiatives. In addition, we expect our operating expenses to increase in order to grow and support the operations of a global technology automotive company targeting volumes in line with Lucid’s aspirations.

Current wording

We anticipate our cumulative spending on capital expenditures to be in a range of approximately $1.0 billion to $1.2 billion for the fiscal year 2025 to support our continued commercialization and growth objectives as we strategically invest in manufacturing capacity and capabilities, our retail studios and service center capabilities throughout North America and across the globe, development of different products and technologies, and other areas supporting the growth of Lucid’s business. We expect to continue to receive financing and support for certain capital expenditures in connection with AMP-2 construction and purchases of machinery, tooling, and equipment. Refer to Note 6 “Debt” and Note 16 “Related Party Transactions” to the condensed consolidated financial statements included elsewhere in this Quarterly Report for more information. Our future capital expenditures may vary and will depend on many factors including the timing and extent of spending and other growth initiatives. In addition, we expect our operating expenses to increase in order to grow and support the operations of a global technology automotive company targeting volumes in line with Lucid’s aspirations.

Previous wording

As of June 30, 2025, our total minimum lease payments are $712.9 million, of which $46.8 million is due in fiscal year 2025. We also have non-cancellable long-term commitments of approximately $2.6 billion, primarily relating to certain inventory component purchases. For details regarding these obligations, refer to Note 11 “Leases” and Note 12 “Commitments and Contingencies” to the condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Current wording

As of September 30, 2025, our total minimum lease payments are $693.3 million, of which $21.3 million is due in fiscal year 2025. We also have non-cancellable long-term commitments of approximately $2.56 billion, primarily relating to certain inventory component purchases. For details regarding these obligations, refer to Note 11 “Leases” and Note 12 “Commitments and Contingencies” to the condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.

Previous wording

In April 2025, we issued $1,100.0 million of the 2030 Notes. Contemporaneously with the 2030 Notes offering, we entered into privately negotiated transactions with certain holders of the 2026 Notes to repurchase $1,052.5 million aggregate principal amount of the 2026 Notes, using $931.4 million of the net proceeds of the 2030 Notes. The 2030 Notes accrue interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2025. The 2030 Notes will mature on April 1, 2030, unless earlier repurchased, redeemed or converted. Before the close of business on the business day immediately before January 1, 2030, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after January 1, 2030, noteholders may elect at any time to convert their Notes until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate is 333.3333 shares of common stock per $1,000 principal amount of the 2030 Notes, which represents an initial conversion price of approximately $3.00 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events, including a reverse stock split. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. As of June 30, 2025, we were in compliance with applicable covenants under the indenture governing the 2030 Notes.

Current wording

In April 2025, we issued $1,100.0 million of the 2030 Notes. Contemporaneously with the 2030 Notes offering, we entered into privately negotiated transactions with certain holders of the 2026 Notes to repurchase $1,052.5 million aggregate principal amount of the 2026 Notes, using $931.4 million of the net proceeds of the 2030 Notes. The 2030 Notes accrue interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2025. The 2030 Notes will mature on April 1, 2030, unless earlier repurchased, redeemed or converted. Before the close of business on the business day immediately before January 1, 2030, noteholders will have the right to convert their 2030 Notes only upon the occurrence of certain events. From and after January 1, 2030, noteholders may elect at any time to convert their 2030 Notes until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate is 33.3333 shares of common stock per $1,000 principal amount of the 2030 Notes, which represents an initial conversion price of approximately $30.00 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events, including a reverse stock split. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. As of September 30, 2025, we were in compliance with applicable covenants under the indenture governing the 2030 Notes.

Previous wording

We expect the Capped Call Transactions generally would reduce the potential dilution to our common stock upon conversion of the notes and/or offset any cash payments that we could be required to make in excess of the principal amount of any converted notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions. The initial strike price of the Capped Call Transactions corresponds to the initial conversion price of the 2030 Notes, or approximately $3.00 per share of our common stock. The initial cap price of the Capped Call Transactions was $4.80 per share of our common stock and is subject to customary anti-dilution adjustments.

Current wording

We expect the Capped Call Transactions generally would reduce the potential dilution to our common stock upon conversion of the notes and/or offset any cash payments that we could be required to make in excess of the principal amount of any converted notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions. The initial strike price of the Capped Call Transactions corresponds to the initial conversion price of the 2030 Notes, or approximately $30.00 per share of our common stock. The initial cap price of the Capped Call Transactions was $48.00 per share of our common stock and is subject to customary anti-dilution adjustments.

Previous wording

In December 2021, we issued $2,012.5 million of the 2026 Notes. The 2026 Notes accrue interest at a rate of 1.25% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The 2026 Notes will mature on December 15, 2026, unless earlier repurchased, redeemed or converted. Before the close of business on the business day immediately before September 15, 2026, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after September 15, 2026, noteholders may elect at any time to convert their Notes until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate is 18.2548 shares of common stock per $1,000 principal amount of the 2026 Notes, which represents an initial conversion price of approximately $54.78 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events, including a reverse stock split. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. As of June 30, 2025 and December 31, 2024, we were in compliance with applicable covenants under the indenture governing the 2026 Notes.

Current wording

In December 2021, we issued $2,012.5 million of the 2026 Notes. The 2026 Notes accrue interest at a rate of 1.25% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The 2026 Notes will mature on December 15, 2026, unless earlier repurchased, redeemed or converted. Before the close of business on the business day immediately before September 15, 2026, noteholders will have the right to convert their 2026 Notes only upon the occurrence of certain events. From and after September 15, 2026, noteholders may elect at any time to convert their 2026 Notes until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate is 1.8255 shares of common stock per $1,000 principal amount of the 2026 Notes, which represents an initial conversion price of approximately $547.80 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events, including a reverse stock split. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. As of September 30, 2025 and December 31, 2024, we were in compliance with applicable covenants under the indenture governing the 2026 Notes.

Previous wording

In April 2025, contemporaneously with the 2030 Notes offering, we repurchased $1,052.5 million aggregate principal amount of the 2026 Notes, using $931.4 million of the net proceeds of the 2030 Notes.

Current wording

In April 2025, contemporaneously with the 2030 Notes offering, we repurchased $1,052.5 million aggregate principal amount of the 2026 Notes, using $931.4 million of the net proceeds of the 2030 Notes. Following the redemption, our outstanding principal balance of the 2026 Notes was $960.0 million.

Previous wording

SIDF Loans will not bear interest. Instead, Lucid LLC will be required to pay SIDF service fees, consisting of follow-up and technical evaluation fees, ranging, in aggregate, from SAR 415 million (approximately $110.7 million) to SAR 1.77 billion (approximately $471.9 million), over the term of the SIDF Loans. SIDF Loans will be secured by security interests in the equipment, machines and assets funded thereby.

Current wording

SIDF Loans will not bear interest. Instead, Lucid LLC will be required to pay SIDF service fees, consisting of follow-up and technical evaluation fees, ranging, in aggregate, from SAR 415 million (approximately $110.7 million) to SAR 1.77 billion (approximately $472.0 million), over the term of the SIDF Loans. SIDF Loans will be secured by security interests in the equipment, machines and assets funded thereby.

Previous wording

During the year ended December 31, 2023, we received support of SAR 366 million (approximately $97.5 million) in cash, of which $62.5 million was recorded as deferred liability within other long-term liabilities and $35.0 million was recorded as a deduction in calculating the carrying amount of the related assets in the consolidated balance sheet as of December 31, 2023. As of December 31, 2024, we recorded $97.5 million as a deduction in calculating the carrying amount of the related assets in the condensed consolidated balance sheet. During the three and six months ended June 30, 2025, there were no further deductions to the carrying value of the related assets in the condensed consolidated balance sheet. There were no unfulfilled conditions and contingencies attached to the payments received.

Current wording

During the year ended December 31, 2023, we received support of SAR 366 million (approximately $97.5 million) in cash, of which $62.5 million was recorded as deferred liability within other long-term liabilities and $35.0 million was recorded as a deduction in calculating the carrying amount of the related assets in the consolidated balance sheet as of December 31, 2023. As of December 31, 2024, we recorded $97.5 million as a deduction in calculating the carrying amount of the related assets in the condensed consolidated balance sheet. During the three and nine months ended September 30, 2025, there were no further deductions to the carrying value of the related assets in the condensed consolidated balance sheet. There were no unfulfilled conditions and contingencies attached to the payments received.

Previous wording

As of June 30, 2025 and December 31, 2024, we had outstanding borrowings of SAR 875 million (approximately $233.3 million) and SAR 475 million (approximately $126.4 million), respectively. The outstanding borrowings were recorded within other current liabilities in the condensed consolidated balance sheets. The weighted average interest rate on the outstanding borrowings was 6.90% and 7.04% as of June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025 and December 31, 2024, availability under the GIB credit facility was SAR 1,024 million (approximately $272.9 million) and SAR 523 million (approximately $139.2 million), respectively, after giving effect to the outstanding letters of credit. As of June 30, 2025 and December 31, 2024, we were in compliance with applicable covenants under the GIB credit facility.

Current wording

As of September 30, 2025 and December 31, 2024, we had outstanding borrowings of SAR 1,175 million (approximately $313.3 million) and SAR 475 million (approximately $126.4 million), respectively. The outstanding borrowings were recorded within other current liabilities in the condensed consolidated balance sheets. The weighted average interest rate on the outstanding borrowings was 6.80% and 7.04% as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, availability under the GIB credit facility was SAR 723.5 million (approximately $192.9 million) and SAR 523.2 million (approximately $139.2 million), respectively, after giving effect to the outstanding letters of credit. As of September 30, 2025 and December 31, 2024, we were in compliance with applicable covenants under the GIB credit facility.

Previous wording

As of June 30, 2025 and December 31, 2024, we had no outstanding borrowings under the ABL Credit Facility. Outstanding letters of credit under the ABL Credit Facility were $102.5 million and $56.9 million as of June 30, 2025 and December 31, 2024, respectively. Availability under the ABL Credit Facility was $392.9 million (including $195.2 million cash and cash equivalents) and $354.9 million (including $191.1 million cash and cash equivalents) as of June 30, 2025 and December 31, 2024, respectively, after giving effect to the borrowing base and the outstanding letters of credit.

Current wording

As of September 30, 2025 and December 31, 2024, we had no outstanding borrowings under the ABL Credit Facility. Outstanding letters of credit under the ABL Credit Facility were $102.3 million and $56.9 million as of September 30, 2025 and December 31, 2024, respectively. Availability under the ABL Credit Facility was $471.1 million (including $197.3 million cash and cash equivalents) and $354.9 million (including $191.1 million cash and cash equivalents) as of September 30, 2025 and December 31, 2024, respectively, after giving effect to the borrowing base and the outstanding letters of credit.

Previous wording

In August 2024, we entered into the DDTL Credit Facility with Ayar that may be used for working capital and general corporate purposes. The DDTL Credit Facility provides for a delayed draw term loan credit facility in an aggregate principal amount of $750.0 million and has a stated maturity date of August 4, 2029. Borrowings under the DDTL Credit Facility bear interest at the applicable interest rates specified in the credit agreement governing the DDTL Credit Facility. We are required to pay a quarterly undrawn fee of 0.50% per annum based on the unutilized portion of the DDTL Credit Facility.

Current wording

In August 2024, we entered into the DDTL Credit Facility with Ayar that may be used for working capital and general corporate purposes. The DDTL Credit Facility provides for a delayed draw term loan credit facility in an aggregate principal amount of $750.0 million and has a stated maturity date of August 4, 2029. Borrowings under the DDTL Credit Facility bear interest at the applicable interest rates specified in the credit agreement governing the DDTL Credit Facility.