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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number: 001-39408

Lucid Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware			85-0891392
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

7373 Gateway Boulevard, Newark, CA 94560

(Address of principal executive offices) (Zip code)

(510) 648-3553

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

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). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Number of shares of the registrant’s common stock outstanding on October 30, 2025: 324,168,457

INDEX TO FORM 10-Q


		Page
PART I. FINANCIAL INFORMATION

	Cautionary Note Regarding Forward-Looking Statements	3
	Frequently Used Terms	4

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	6
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited)	6
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	7
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the Three and Nine Months Ended September 30 , 202 5 and 202 4 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	10
	Notes to Condensed Consolidated Financial Statements (Unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	62

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	63
Item 5.	Other Information	113
Item 6.	Exhibits	113

SIGNATURES		115

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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,” “scheduled” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. They appear in a number of places throughout this Quarterly Report on Form 10-Q and include, but are not limited to, statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, capital expenditures, prospects, growth, production volumes, strategies, management, and the markets in which we operate, including expectations of financial and operational metrics, projections of market opportunity, market share and product sales, expectations and timing related to commercial product launches, future strategies and products, including with respect to battery and powertrain systems, software, and strategic partnerships, technology features and capabilities, manufacturing capabilities and facilities, logistics and supply chain, studio openings, sales channels and strategies, future vehicle programs, expansion and the potential success of our direct-to-consumer strategy, our financial and operating outlook, future market launches and international expansion, including our manufacturing facility in Saudi Arabia and related timing and value to us, our needs for additional financing, our search for a new CEO, and the promise of Lucid’s technology. Such forward-looking statements are based on available current market material and our current expectations, beliefs and forecasts concerning future developments. Factors that may impact such forward-looking statements include:

•changes in domestic and foreign business, economic, market, financial, political, regulatory and legal conditions, including changes of policies, imposition or proposed imposition of tariffs, export controls, threat of a trade war, the risk of a global economic recession or other downturn, bank closures and liquidity concerns at financial institutions, and global or regional conflicts or other geopolitical events;

•risks related to changes in overall demand for our products and services and cancellation of orders for our vehicles;

•risks related to prices and availability of commodities and components, including rare-earth minerals, semiconductors and its related products, and other materials, our supply chain, logistics, inventory management and quality control, and our ability to complete the tooling of our manufacturing facilities over time and scale production of our vehicles;

•risks related to the uncertainty of our projected financial and operational information;

•risks related to the timing of expected business milestones and commercial product launches;

•risks related to the construction and expansion of our manufacturing facilities and the increase of our production capacity;

•our ability to manage expenses and control costs;

•risks related to future market adoption of our offerings;

•the effects of competition and the pace and depth of electric vehicle adoption generally on our business;

•changes in regulatory requirements, policies, and governmental incentives;

•changes in fuel and energy prices;

•our ability to rapidly innovate;

•our ability to enter into or maintain partnerships with original equipment manufacturers, vendors and technology providers, including our ability to realize the anticipated benefits of our transactions with Aston Martin, Uber and Nuro;

•our ability to effectively manage our growth and recruit and retain key employees, including our executive team;

•the ongoing need to attract, retain, and motivate key employees, including engineering and management employees, as we have undertaken multiple significant management changes in the past, including our CEO;

•risks related to potential vehicle recalls;

•our ability to establish and expand our brand, and capture additional market share, and the risks associated with negative press or reputational harm;

•risks related to our outstanding Redeemable Convertible Preferred Stock;

•availability, reduction or elimination of, and our ability to obtain and effectively utilize, zero emission vehicle credits, tax incentives, and other governmental and regulatory programs and incentives;

•our ability to conduct equity, equity-linked, or debt financing in the future;

•our ability to pay interest and principal on our indebtedness;

•future changes to vehicle specifications which may impact performance, features, pricing, and other expectations;

•the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and

•other factors disclosed in this Quarterly Report on Form 10-Q or our other filings with the Securities and Exchange Commission (the “SEC”).

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in Part II, Item 1A. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in 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 our expectations, plans or forecasts of future events and views as of the date of this Quarterly Report on Form 10-Q. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. The forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

Frequently Used Terms

Unless otherwise stated in Item 1. Financial Statements and accompanying footnotes, or the context otherwise requires, references in this Quarterly Report on Form 10-Q to:

“2026 Notes” are to the 1.25% Convertible Senior Notes due 2026;

“2030 Notes” are to the 5.00% Convertible Senior Notes due 2030;

“AMP-1” are to our Advanced Manufacturing Plant-1 in Casa Grande, Arizona;

“AMP-2” are to our planned Advanced Manufacturing Plant-2 in Saudi Arabia, which consists of a semi knocked-down (“SKD”) portion that has been completed and a completely-built-up (“CBU”) portion that will be constructed;

“Ayar” are to Ayar Third Investment Company, an affiliate of the PIF and the controlling stockholder of the Company;

“Board” or “Board of Directors” are to the board of directors of Lucid Group Inc., a Delaware corporation;

“Certificate of Designations” refers to Series A Certificate of Designations and Series B Certificate of Designations, together;

“Churchill” or “CCIV” are to Churchill Capital Corp IV, a Delaware corporation and our predecessor company prior to the consummation of the Transactions, which changed its name to Lucid Group, Inc. following the consummation of the Transactions, and its consolidated subsidiaries;

“Churchill IPO” are to the initial public offering by Churchill which closed on August 3, 2020;

“Closing” are to the consummation of the Transactions;

“Closing Date” are to July 23, 2021, the date on which the Transactions were consummated;

“common stock” are to the Class A common stock of Lucid Group, Inc., par value $0.0001 per share;

“Convertible Senior Notes” refers to the 2026 Notes and the 2030 Notes;

“ESG” are to Environmental, Social and Governance;

“EV” are to electric vehicle;

“Investor Rights Agreement” are to the Investor Rights Agreement, dated as of February 22, 2021 and as amended from time-to-time, by and among the Company, the Sponsor, Ayar and certain other parties thereto;

“Legacy Lucid” are to Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its consolidated subsidiaries before the Closing Date;

“LPM-1” are to our Lucid Powertrain Manufacturing Plant-1 in Casa Grande, Arizona;

“Merger” are to the merger of a merger subsidiary of Churchill and Atieva, Inc., with Atieva, Inc. surviving such merger as a wholly owned subsidiary of Churchill;

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of February 22, 2021, by and among Churchill, Legacy Lucid and Air Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Churchill, as the same has been or may be amended, modified, supplemented or waived from time-to-time;

“PIF” are to the Public Investment Fund, the sovereign wealth fund of Saudi Arabia;

“Private Placement Warrants” are to Churchill’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the Churchill IPO;

“Redeemable Convertible Preferred Stock” are to the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, together;

“Reverse Stock Split” are to the one-for-ten (1:10) reverse stock split of our common stock that became effective on August 29, 2025;

“Series A Certificate of Designations” refers to the Certificate of Designations of Series A Redeemable Convertible Preferred Stock;

“Series A Redeemable Convertible Preferred Stock” are to the Series A Convertible Preferred Stock of Lucid Group, Inc., par value $0.0001 per share;

“Series A Subscription Agreement” refers to the subscription agreement entered into on March 24, 2024, by the Company and Ayar to purchase from the Company 100,000 shares of its Series A Convertible Preferred Stock;

“Series B Certificate of Designations” refers to the Certificate of Designations of Series B Redeemable Convertible Preferred Stock;

“Series B Redeemable Convertible Preferred Stock” are to the Series B Convertible Preferred Stock of Lucid Group, Inc., par value $0.0001 per share;

“Series B Subscription Agreement” refers to the subscription agreement entered into on August 4, 2024, by the Company and Ayar to purchase from the Company 75,000 shares of its Series B Convertible Preferred Stock;

“Sponsor” are to Churchill Sponsor IV LLC, a Delaware limited liability company and an affiliate of M. Klein and Company;

“Transactions” are to the Merger, together with the other transactions consummated under the Merger Agreement and the related agreements; and

“Warrant Agreement” are to the Warrant Agreement, dated July 29, 2020, entered into in connection with the Churchill IPO by and between Continental Stock Transfer & Trust Company and Churchill.

Unless the context otherwise requires, all references in this section to “Lucid,” the “Company,” “we,” “us,” “our,” and other similar terms refer to Legacy Lucid and its subsidiaries prior to the Closing, and Lucid Group, Inc., a Delaware corporation, and its subsidiaries after the Closing.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

LUCID GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,635,120	$	1,606,865
Short-term investments (including $50,000 and $15,000 associated with a related party as of September 30, 2025 and December 31, 2024, respectively)	701,906		2,424,103
Accounts receivable, net (including $83,616 and $57,909 from a related party as of September 30, 2025 and December 31, 2024, respectively)	137,642		112,025
Inventory	981,062		407,774
Prepaid expenses	58,135		52,951
Other current assets (including nil and $34,503 associated with a related party as of September 30, 2025 and December 31, 2024, respectively)	286,245		270,218
Total current assets	3,800,110		4,873,936
Property, plant and equipment, net	3,752,065		3,262,612
Right-of-use assets	227,995		211,886
Long-term investments (including nil and $20,000 associated with a related party as of September 30, 2025 and December 31, 2024, respectively)	656,249		1,012,223
Other noncurrent assets	355,199		249,443
Investments in equity securities of a related party	31,420		37,831
TOTAL ASSETS	$	8,823,038	$	9,647,931

LIABILITIES
Current liabilities:
Accounts payable	$	393,029	$	133,832
Finance lease liabilities, current portion	81,633		6,788
Other current liabilities (including $378,405 and $126,417 associated with related parties as of September 30, 2025 and December 31, 2024, respectively)	1,630,322		1,024,671
Total current liabilities	2,104,984		1,165,291
Finance lease liabilities, net of current portion	101,886		76,096
Long-term debt	2,040,363		2,002,151
Other long-term liabilities (including $123,043 and $121,136 associated with related parties as of September 30, 2025 and December 31, 2024, respectively)	572,091		592,314
Derivative liabilities associated with redeemable convertible preferred stock (related party)	282,625		639,425
Total liabilities	5,101,949		4,475,277
Commitments and contingencies (Note 12)

REDEEMABLE CONVERTIBLE PREFERRED STOCK
Preferred stock 10,000,000 shares authorized as of September 30, 2025 and December 31, 2024, Series A redeemable convertible preferred stock, par value $0.0001; 100,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024; liquidation preference of $1,294,204 and $1,138,825 as of September 30, 2025 and December 31, 2024, respectively (related party)	1,109,905		730,025
Preferred stock 10,000,000 shares authorized as of September 30, 2025 and December 31, 2024, Series B redeemable convertible preferred stock, par value $0.0001; 75,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024; liquidation preference of $909,131 and $800,442 as of September 30, 2025 and December 31, 2024, respectively (related party)	810,806		569,817
Total redeemable convertible preferred stock	1,920,711		1,299,842

STOCKHOLDERS’ EQUITY
Common stock, par value $0.0001; 1,500,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 324,250,049 and 303,221,972 shares issued and 324,164,267 and 303,136,190 shares outstanding as of September 30, 2025 and December 31, 2024, respectively(1)	32		30
Additional paid-in capital	16,604,674		16,808,291
Treasury stock, at cost, 85,782 shares at September 30, 2025 and December 31, 2024(1)	(20,716)		(20,716)
Accumulated other comprehensive income (loss)	13,113		(2,099)
Accumulated deficit	(14,796,725)		(12,912,694)
Total stockholders’ equity	1,800,378		3,872,812
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$	8,823,038	$	9,647,931

(1) The number of shares of common stock and treasury stock have been adjusted for the prior period presented to reflect the one-for-ten (1:10) reverse stock split effected on August 29, 2025. See Note 2 “Summary of Significant Accounting Policies” for more information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

LUCID GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(in thousands, except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue (including $34,251 and $45,588 from a related party for the three months ended September 30, 2025 and 2024, and $69,594 and $133,424 for the nine months ended September 30, 2025 and 2024, respectively)	$	336,580	$	200,038	$	831,060	$	573,359

Costs and expenses
Cost of revenue	670,197		412,544		1,665,540		1,287,695
Research and development	325,305		324,371		850,390		896,168
Selling, general and administrative	283,097		233,585		752,129		657,062
Restructuring charges	—		76		—		20,304
Total cost and expenses	1,278,599		970,576		3,268,059		2,861,229

Loss from operations	(942,019)		(770,538)		(2,436,999)		(2,287,870)

Other income (expense), net
Change in fair value of common stock warrant liability	444		(13,748)		18,627		20,845
Change in fair value of equity securities of a related party	916		(8,836)		(8,589)		(38,159)
Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party)	(36,375)		(240,250)		356,800		(137,250)
Gain on extinguishment of debt	—		—		116,360		—
Interest income	34,643		50,017		131,170		155,201
Interest expense (including $6,260 and $1,893 to a related party for the three months ended September 30, 2025 and 2024, and $14,872 and $4,596 for the nine months ended September 30, 2025 and 2024, respectively)	(25,571)		(8,478)		(61,203)		(22,652)
Other expense, net	(10,829)		(155)		(4,292)		(6,229)
Total other income (expense), net	(36,772)		(221,450)		548,873		(28,244)
Loss before provision for (benefit from) income taxes	(978,791)		(991,988)		(1,888,126)		(2,316,114)
Provision for (benefit from) income taxes	(363)		487		(4,095)		610
Net loss	(978,428)		(992,475)		(1,884,031)		(2,316,724)
Accretion of redeemable convertible preferred stock (related party)	(56,121)		42,838		(620,869)		(107,924)
Net loss attributable to common stockholders, basic	(1,034,549)		(949,637)		(2,504,900)		(2,424,648)
Interest expense on 2026 Notes	—		—		4,283		—
Gain on extinguishment of debt	—		—		(116,360)		—
Net loss attributable to common stockholders, diluted	$	(1,034,549)	$	(949,637)	$	(2,616,977)	$	(2,424,648)

Weighted-average shares outstanding attributable to common stockholders(1)
Basic	312,166,297		232,397,154		307,177,163		231,224,933
Diluted	312,166,297		232,397,154		307,859,815		231,224,933

Net loss per share attributable to common stockholders(1)
Basic	$	(3.31)	$	(4.09)	$	(8.15)	$	(10.49)
Diluted	$	(3.31)	$	(4.09)	$	(8.50)	$	(10.49)

Other comprehensive income (loss)
Net unrealized gains on investments, net of tax	$	684	$	11,891	$	4,529	$	7,672
Foreign currency translation adjustments	(2,187)		5,182		10,683		392
Total other comprehensive income (loss)	(1,503)		17,073		15,212		8,064
Comprehensive loss	(979,931)		(975,402)		(1,868,819)		(2,308,660)
Accretion of redeemable convertible preferred stock (related party)	(56,121)		42,838		(620,869)		(107,924)
Comprehensive loss attributable to common stockholders	$	(1,036,052)	$	(932,564)	$	(2,489,688)	$	(2,416,584)

(1) The weighted-average shares outstanding attributable to common stockholders and net loss per share attributable to common stockholders have been adjusted for the prior periods presented to reflect the one-for-ten (1:10) reverse stock split effected on August 29, 2025. See Note 2 “Summary of Significant Accounting Policies” for more information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

LUCID GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands, except share data)


	Redeemable Convertible Preferred Stock			Common Stock(1)			Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
Three Months Ended September 30, 2025	Shares	Amount		Shares	Amount
Balance as of June 30, 2025	175,000	$	1,864,590	307,234,559	$	31	$	16,231,957	$	(20,716)	$	14,616	$	(13,818,297)	$	2,407,591
Net loss	—	—		—	—		—		—		—		(978,428)		(978,428)
Other comprehensive loss	—	—		—	—		—		—		(1,503)		—		(1,503)
Tax withholding payments for net settlement of employee awards	—	—		—	—		(3,060)		—		—		—		(3,060)
Issuance of common stock upon vesting of employee RSUs	—	—		3,153,099	—		—		—		—		—		—
Issuance of common stock upon exercise of stock options	—	—		61,488	—		626		—		—		—		626
Issuance of common stock under 2025 Subscription Agreement, net of issuance costs	—	—		13,715,121	1		299,721		—		—		—		299,722
Accretion of redeemable convertible preferred stock (related party)	—	56,121		—	—		(56,121)		—		—		—		(56,121)
Stock-based compensation	—	—		—	—		131,551		—		—		—		131,551
Balance as of September 30, 2025	175,000	$	1,920,711	324,164,267	$	32	$	16,604,674	$	(20,716)	$	13,113	$	(14,796,725)	$	1,800,378


	Redeemable Convertible Preferred Stock			Common Stock(1)			Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
Three Months Ended September 30, 2024	Shares	Amount		Shares	Amount
Balance as of June 30, 2024	100,000	$	651,311	231,868,590	$	23	$	15,063,750	$	(20,716)	$	(4,159)	$	(11,523,001)	$	3,515,897
Net loss	—	—		—	—		—		—		—		(992,475)		(992,475)
Other comprehensive income	—	—		—	—		—		—		17,073		—		17,073
Tax withholding payments for net settlement of employee awards	—	—		—	—		(3,190)		—		—		—		(3,190)
Issuance of common stock upon vesting of employee RSUs	—	—		1,803,483	—		—		—		—		—		—
Issuance of common stock upon exercise of stock options	—	—		79,781	—		935		—		—		—		935
Issuance of Series B redeemable convertible preferred stock, net of derivative liability and issuance costs (related party)	75,000	451,683		—	—		—		—		—		—		—
Accretion of redeemable convertible preferred stock (related party)	—	(42,838)		—	—		42,838		—		—		—		42,838
Stock-based compensation	—	—		—	—		102,642		—		—		—		102,642
Balance as of September 30, 2024	175,000	$	1,060,156	233,751,854	$	23	$	15,206,975	$	(20,716)	$	12,914	$	(12,515,476)	$	2,683,720

(1) The number of shares of common stock has been adjusted for the prior periods presented to reflect the one-for-ten (1:10) reverse stock split effected on August 29, 2025. See Note 2 “Summary of Significant Accounting Policies” for more information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

LUCID GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - continued

(Unaudited)

(in thousands, except share data)


	Redeemable Convertible Preferred Stock			Common Stock(1)			Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
Nine Months Ended September 30, 2025	Shares	Amount		Shares	Amount
Balance as of January 1, 2025	175,000	$	1,299,842	303,136,190	$	30	$	16,808,291	$	(20,716)	$	(2,099)	$	(12,912,694)	$	3,872,812
Net loss	—	—		—	—		—		—		—		(1,884,031)		(1,884,031)
Other comprehensive income	—	—		—	—		—		—		15,212		—		15,212
Tax withholding payments for net settlement of employee awards	—	—		—	—		(12,509)		—		—		—		(12,509)
Issuance of common stock upon vesting of employee RSUs	—	—		6,326,374	1		(1)		—		—		—		—
Issuance of common stock under employee stock purchase plan	—	—		685,402	—		12,696		—		—		—		12,696
Issuance of common stock upon exercise of stock options	—	—		301,180	—		1,900		—		—		—		1,900
Issuance of common stock under 2025 Subscription Agreement, net of issuance costs	—	—		13,715,121	1		299,721		—		—		—		299,722
Purchase of capped call options	—	—		—	—		(118,250)		—		—		—		(118,250)
Accretion of redeemable convertible preferred stock (related party)	—	620,869		—	—		(620,869)		—		—		—		(620,869)
Stock-based compensation	—	—		—	—		233,695		—		—		—		233,695
Balance as of September 30, 2025	175,000	$	1,920,711	324,164,267	$	32	$	16,604,674	$	(20,716)	$	13,113	$	(14,796,725)	$	1,800,378


	Redeemable Convertible Preferred Stock			Common Stock(1)			Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
Nine Months Ended September 30, 2024	Shares	Amount		Shares	Amount
Balance as of January 1, 2024	—	$	—	229,925,366	$	23	$	15,066,287	$	(20,716)	$	4,850	$	(10,198,752)	$	4,851,692
Net loss	—	—		—	—		—		—				(2,316,724)		(2,316,724)
Other comprehensive income	—	—		—	—		—		—		8,064				8,064
Tax withholding payments for net settlement of employee awards	—	—		—	—		(8,502)		—		—		—		(8,502)
Issuance of common stock upon vesting of employee RSUs	—	—		3,076,696	—		—		—		—		—		—
Issuance of common stock under employee stock purchase plan	—	—		460,156	—		11,104		—		—		—		11,104
Issuance of common stock upon exercise of stock options	—	—		289,636	—		3,246		—		—		—		3,246
Issuance of Series A redeemable convertible preferred stock, net of derivative liability and issuance costs (related party)	100,000	500,549		—	—		—		—		—		—		—
Issuance of Series B redeemable convertible preferred stock, net of derivative liability and issuance costs (related party)	75,000	451,683		—	—		—		—		—		—
Accretion of redeemable convertible preferred stock (related party)	—	107,924		—	—		(107,924)		—		—		—		(107,924)
Stock-based compensation	—	—		—	—		242,764		—		—		—		242,764
Balance as of September 30, 2024	175,000	$	1,060,156	233,751,854	$	23	$	15,206,975	$	(20,716)	$	12,914	$	(12,515,476)	$	2,683,720

The accompanying notes are an integral part of these condensed consolidated financial statements.

LUCID GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(1,884,031)	$	(2,316,724)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	329,137		204,494
Amortization of insurance premium	27,021		25,959
Non-cash operating lease cost	32,686		22,997
Stock-based compensation	198,889		208,803
Inventory and firm purchase commitments write-downs	518,470		416,098
Change in fair value of common stock warrant liability	(18,627)		(20,845)
Change in fair value of equity securities of a related party	8,589		38,159
Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party)	(356,800)		137,250
Net accretion of investment discounts/premiums	(21,678)		(59,580)
Gain on extinguishment of debt	(116,360)		—
Other non-cash items	10,019		4,766
Changes in operating assets and liabilities:
Accounts receivable (including $(25,707) and $(35,320) from a related party for the nine months ended September 30, 2025 and 2024, respectively)	(26,523)		(46,601)
Inventory	(1,032,600)		(221,392)
Prepaid expenses	(32,043)		(18,487)
Other assets	(132,786)		(42,376)
Accounts payable	244,328		42,564
Other liabilities	236,805		138,388
Net cash used in operating activities	(2,015,504)		(1,486,527)
Cash flows from investing activities:
Purchases of property, plant and equipment (including $(125,211) and $(56,679) from a related party for the nine months ended September 30, 2025 and 2024, respectively)	(542,722)		(592,206)
Purchases of investments (including $(30,000) and $(15,000) from a related party for the nine months ended September 30, 2025 and 2024, respectively)	(309,557)		(2,374,220)
Proceeds from maturities of investments (including $15,000 and nil from a related party for the nine months ended September 30, 2025 and 2024, respectively)	2,413,453		3,251,400
Proceeds from sale of investments	—		5,000
Other investing activities	1,968		—
Net cash provided by investing activities	1,563,142		289,974
Cash flows from financing activities:
Proceeds from issuance of Series A redeemable convertible preferred stock to a related party	—		1,000,000
Proceeds from issuance of Series B redeemable convertible preferred stock to a related party	—		750,000
Payments of issuance costs for Series A redeemable convertible preferred stock	—		(2,343)
Payments of issuance costs for Series B redeemable convertible preferred stock	—		(250)
Proceeds from issuance of common stock under 2025 Subscription Agreement	300,000		—
Payment of issuance costs for the 2025 Subscription Agreement	(278)		—
Proceeds from issuance of 2030 Notes	1,100,000		—
Payment of transaction costs for the issuance of 2030 Notes	(18,090)		—
Purchase of capped call options	(118,250)		—
Repurchase of 2026 Notes	(931,433)		—
Proceeds from borrowings from a related party	186,621		—
Repayment of borrowings to a related party	—		(25,856)
Proceeds from exercise of stock options	1,900		3,246
Proceeds from employee stock purchase plan	12,696		11,104
Tax withholding payments for net settlement of employee awards	(12,509)		(8,502)
Payment for finance lease liabilities	(2,422)		(2,632)
Payment for credit facility issuance costs (including $(507) and $(5,625) to related parties for the nine months ended September 30, 2025 and 2024, respectively)	(507)		(6,058)
Net cash provided by financing activities	517,728		1,718,709
Net increase in cash, cash equivalents, and restricted cash	65,366		522,156
Beginning cash, cash equivalents, and restricted cash	1,607,052		1,371,507
Ending cash, cash equivalents, and restricted cash	$	1,672,418	$	1,893,663

The accompanying notes are an integral part of these condensed consolidated financial statements.

LUCID GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

(Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2025		2024
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	21,352	$	12,843
Cash paid for taxes	$	3,916	$	42

Supplemental disclosure of non-cash investing and financing activity:
Increases in purchases of property, plant and equipment included in accounts payable and other current liabilities	$	98,517	$	57,627
Government grant (related party) reflected in property, plant and equipment	$	—	$	(62,471)
Property, plant and equipment and right-of-use assets obtained through leases	$	150,322	$	22,846

The accompanying notes are an integral part of these condensed consolidated financial statements.

LUCID GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2025

NOTE 1 – DESCRIPTION OF BUSINESS

Overview

Lucid Group, Inc. (“Lucid”) is a technology company that is setting new standards with the world’s most advanced electric vehicles (“EVs”), the award-winning Lucid Air and Lucid Gravity.

Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Lucid and its subsidiaries.

Liquidity

The Company devotes its efforts to business planning, vehicle sales and servicing, technology access, research and development, construction and expansion of manufacturing facilities, expansion of retail studios and service centers, recruitment of management and technical staff, acquisition of operating assets, and capital raising.

From inception through September 30, 2025, the Company has incurred operating losses and negative cash flows from operating activities. For the nine months ended September 30, 2025 and 2024, the Company has incurred net losses of $1.9 billion and $2.3 billion, respectively. The Company had an accumulated deficit of $14.8 billion as of September 30, 2025.

The Company completed the first phase of the construction of its Advanced Manufacturing Plant-1 in Casa Grande, Arizona (“AMP-1”) in 2021, transitioned general assembly to the AMP-1 phase 2 manufacturing facility and completed the semi knocked-down (“SKD”) portion of its Advanced Manufacturing Plant-2 in Saudi Arabia (“AMP-2”) in September 2023. The Company also completed key manufacturing activities, including the paint shop, stamping, a new body shop for the Lucid Gravity, and a majority of the powertrain shop, of the AMP-1 phase 2 manufacturing facility in 2024. The Company began commercial production of its first vehicle, the Lucid Air, in September 2021 and delivered its first vehicles in late October 2021. The Company began commercial production and deliveries of its second vehicle, the Lucid Gravity, in December 2024. Currently, the AMP-1 phase 2 facility manufactures the Lucid Air and the Lucid Gravity. The Company continues to expand AMP-1, construct the completely-built-up (“CBU”) portion of AMP-2, and build a network of retail sales and service locations. The Company has plans for continued development of additional vehicle model types for future release, including its upcoming Midsize platform. The aforementioned activities will require considerable capital, which is above and beyond the expected cash inflows from the current sales of Lucid vehicles. As such, the future operating plan involves considerable risk if secure funding sources are not identified and confirmed.

The Company’s existing sources of liquidity include cash, cash equivalents, investments, and credit facilities. The Company funded operations primarily with issuances of common stock, convertible preferred stock, and convertible notes.

In 2022, the Company entered into a loan agreement with the Saudi Industrial Development Fund (“SIDF”) with an aggregate principal amount of up to approximately $1.4 billion, a five-year senior secured asset-based revolving credit facility (“ABL Credit Facility”) with an initial aggregate principal commitment amount of up to $1.0 billion, and revolving credit facilities (the “GIB Facility Agreement”) with Gulf International Bank (“GIB”) in an aggregate principal amount of approximately $266.1 million. The GIB Facility Agreement provided for two committed revolving credit facilities, of which $173.0 million was available as a bridge financing (the “Bridge Facility”) and $93.1 million was for general corporate purposes (the “Working Capital Facility”).

In March 2023, the Company amended the GIB Facility Agreement (together with the GIB Facility Agreement, the “2023 Amended GIB Facility Agreement”) to combine the Bridge Facility and the Working Capital Facility into a committed $266.1 million revolving credit facility (the “2023 GIB Credit Facility”). In February 2025, Lucid LLC, a limited liability company established in Saudi Arabia and a subsidiary of the Company (“Lucid LLC”), entered into an agreement to renew the 2023 GIB Credit Facility (the “2025 GIB Credit Facility”) maturing on February 24, 2028 to increase the credit facility committed amount from SAR 1.0 billion (approximately $266.1 million) to SAR 1.9 billion (approximately $506.6 million). See Note 6 “Debt” for more information.

In May 2023, the Company entered into an underwriting agreement (the “2023 Underwriting Agreement”) with BofA Securities, Inc. (the “Underwriter”), under which the Underwriter agreed to purchase from the Company shares of common stock in a public offering for aggregate net proceeds to the Company of $1.2 billion. In May 2023, the Company also entered into a subscription agreement (the “2023 Subscription Agreement”) with Ayar Third Investment Company, the controlling stockholder of the Company (“Ayar”), pursuant to which Ayar agreed to purchase from the Company shares of common stock in a private placement for aggregate net proceeds of $1.8 billion. In June 2023, the Company completed the public offering pursuant to the 2023 Underwriting Agreement for aggregate net proceeds of $1.2 billion and also consummated the private placement to Ayar pursuant to the 2023 Subscription Agreement for aggregate net proceeds of $1.8 billion. See Note 16 “Related Party Transactions” for more information.

In March 2024, the Company entered into a subscription agreement (the “Series A Subscription Agreement”) with Ayar. Pursuant to the Series A Subscription Agreement, Ayar agreed to purchase from the Company 100,000 shares of its Series A convertible preferred stock, par value $0.0001 per share (the “Series A Redeemable Convertible Preferred Stock”), for an aggregate purchase price of $1.0 billion in a private placement. Subsequently, in March 2024, the Company issued the shares to Ayar pursuant to the Series A Subscription Agreement and received aggregate net proceeds of $997.6 million. In August 2024, the Company entered into a subscription agreement (the “Series B Subscription Agreement”) with Ayar. Pursuant to the Series B Subscription Agreement, Ayar agreed to purchase from the Company 75,000 shares of its Series B convertible preferred stock, par value $0.0001 per share (the “Series B Redeemable Convertible Preferred Stock”), for an aggregate purchase price of $750.0 million in a private placement. Subsequently, in August 2024, the Company issued the shares to Ayar pursuant to the Series B Subscription Agreement and received aggregate net proceeds of $749.4 million. See Note 8 “Redeemable Convertible Preferred Stock” and Note 16 “Related Party Transactions” for more information.

The Series A Redeemable Convertible Preferred Stock and the Series B Redeemable Convertible Preferred Stock (the “Redeemable Convertible Preferred Stock”) are convertible at the option of the holder (i) at any time the closing price per share of the common stock on the trading date immediately preceding the date on which the holder delivers the relevant notice of conversion is at least a certain price threshold as noted in the certificate of designations of Series A Redeemable Convertible Preferred Stock (the “Series A Certificate of Designations”) and in the certificate of designations of the Series B Redeemable Convertible Preferred Stock (the “Series B Certificate of Designations”) of the Company or (ii) during specified periods preceding a fundamental change or optional redemption by the Company under the terms of the Redeemable Convertible Preferred Stock. See Note 8 “Redeemable Convertible Preferred Stock” for more information.

In August 2024, the Company entered into a $750.0 million five-year unsecured delayed draw term loan credit facility (the “DDTL Credit Facility”) with Ayar. See Note 6 “Debt” and Note 16 “Related Party Transactions” for more information. In November 2025, the Company entered into an amendment No. 1 to the DDTL Credit Facility (the “2025 DDTL Credit Facility”) to increase the aggregate principal amount from $750.0 million to $1.98 billion. See Note 18 “Subsequent Event” for more information.

In October 2024, the Company entered into an underwriting agreement (the “2024 Underwriting Agreement”) with the Underwriter, under which the Underwriter agreed to purchase from the Company shares of common stock in a public offering. The Company also granted the Underwriter a 30-day option to purchase additional shares of its common stock (the “Overallotment Option”), and the Underwriter exercised the Overallotment Option to purchase additional shares. In October 2024, the Company also entered into a subscription agreement (the “2024 Subscription Agreement”) with Ayar, pursuant to which Ayar agreed to purchase from the Company shares of common stock in a private placement. In addition, given the Underwriter’s exercise of the Overallotment Option, Ayar agreed to purchase additional shares of common stock. In October 2024, the Company completed the public offering pursuant to the 2024 Underwriting Agreement for aggregate net proceeds of $718.4 million and also consummated the private placement of shares to Ayar pursuant to the 2024 Subscription Agreement for aggregate net proceeds of $1,025.7 million. See Note 16 “Related Party Transactions” for more information.

In April 2025, the Company issued $1.10 billion aggregate principal amount of 5.00% convertible senior notes due in April 2030 (the “2030 Notes”) in a private offering. The net proceeds from the offering were $1.08 billion, after deducting debt issuance costs. In connection with the 2030 Notes offering, the Company paid $118.3 million to enter into privately negotiated capped call transactions with certain financial institutions to increase the effective conversion premium. See Note 6 “Debt” for more information.

Contemporaneously with the 2030 Notes offering, the Company repurchased $1,052.5 million aggregate principal amount of its 1.25% convertible senior notes due 2026 (the “2026 Notes”), using $931.4 million of the net proceeds of the 2030 Notes. See Note 6 “Debt” for more information.

In July 2025, the Company entered into a subscription agreement (the “2025 Subscription Agreement”) with SMB Holding Corporation (“SMB”), a subsidiary of Uber Technologies, Inc. (“Uber”), under which the Company agreed to issue and SMB agreed to purchase, in a private placement, the Company’s 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 30 consecutive trading days ending on, and including, July 15, 2025. In September 2025, the Company and SMB entered into an amendment to the 2025 Subscription Agreement to reflect the adjustments made to the number of placement shares and purchase price per placement share therein due to the Reverse Stock Split (as defined below), and consummated the private placement of shares to SMB for aggregate net proceeds of $299.7 million. See Note 9 “Stockholders’ Equity” for more information.

Certain Significant Risks and Uncertainties

The Company’s current business activities consist of (i) generating sales from the deliveries and service of vehicles, (ii) research and development efforts to design, engineer and develop high-performance EVs and advanced EV powertrain components, including battery pack systems, (iii) construction of the CBU portion of AMP-2 in Saudi Arabia, (iv) further construction of AMP-1 in Casa Grande, Arizona, (v) expansion of its retail studios and service center capabilities throughout North America and across the globe, (vi) building strategic partnerships to accelerate growth and expand into new innovative markets, and (vii) providing access to its technology to third parties. The Company is subject to the risks associated with such activities, including the need to further develop its technology, its marketing, and distribution channels; the need to further develop its sourcing, logistics, supply chain and manufacturing; and the need to hire additional management and other employees. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations, are dependent upon future events, including our ability to access potential markets, and secure long-term financing on commercially reasonable terms.

The Company participates in dynamic high-technology industries. Changes in any of the following areas could have a material adverse impact on the Company’s future financial position, results of operations, and/or cash flows: changes in the overall demand for its products and services; advances and trends in new technologies; competitive pressures; acceptance of the Company’s products and services; litigation or claims against the Company based on intellectual property (including patents); supply chain and logistical challenges and uncertainties; uncertainties surrounding trade policies as well as domestic and foreign tariffs and export controls; political, regulatory, social, environmental and economic conditions or other factors; and the Company’s ability to attract and retain employees necessary to support its business operations.

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 changes or other central bank policy actions, bank closures and liquidity concerns at financial institutions, or other factors, may have an adverse impact on the Company’s business, prospects, financial condition and results of operations. If any of the Company’s suppliers, sub-suppliers or partners experience financial distress, insolvency or disruptions in operations, they may be unable to fulfill their obligations or meet the Company’s production and quality requirements. Adverse economic conditions and uncertainty about the current and future domestic or global economic conditions may also cause the Company’s 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 the Company’s products may result in a decline in product sales, with a corresponding material adverse impact on the Company’s business, prospects, financial condition and results of operations. Given the Company’s premium brand positioning and pricing, an economic recession or downturn is likely to have a disproportionate adverse effect on the Company compared to its 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 have caused, and may continue to 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 One Big, Beautiful Bill Act (“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.

In the current circumstances, any impact on the Company’s financial condition, results of operations or cash flows in the future continues to be difficult to estimate and predict, as it depends on future events that are highly uncertain and cannot be predicted with accuracy.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the SEC on February 25, 2025.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2025 and the results of operations for the three and nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025 or any other future interim or annual period.

On August 29, 2025, the Company effected a reverse stock split of its common stock at a ratio of one-for-ten (1:10) (the “Reverse Stock Split”) and a corresponding reduction of the authorized shares of common stock, as approved by the Company’s board of directors (the “Board of Directors”) and stockholders. The shares of the common stock began trading on a reverse split-adjusted basis at market open on September 2, 2025. Unless otherwise noted, the share, per share, and related information in this Quarterly Report on Form 10-Q reflects the effect of the Reverse Stock Split. The share and per share information of the Redeemable Convertible Preferred Stock remains unchanged, except for the information relating to the common stock underlying the Redeemable Convertible Preferred Stock.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Segment Reporting

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, inventory valuation, warranty reserve, useful lives of property, plant and equipment, fair value of common stock warrants, fair value of derivative liabilities associated with the Redeemable Convertible Preferred Stock, estimates of residual value guarantee (“RVG”) liability, deferred revenue related to technology access fees and over-the-air (“OTA”) software updates, sales return reserves, assumptions used to measure stock-based compensation expense, income taxes, and estimated incremental borrowing rates for assessing operating and finance leases. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Reclassification

Certain prior-period amounts have been reclassified in the accompanying condensed consolidated financial statements and notes thereto in order to conform to the current period presentation.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Restricted cash is primarily related to cash reserved or letters of credit issued for certain lease arrangements.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statements of cash flows (in thousands):


	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	1,635,120	$	1,606,865
Restricted cash included in other current assets	4,000		14
Restricted cash included in other noncurrent assets	33,298		173
Total cash, cash equivalents, and restricted cash	$	1,672,418	$	1,607,052

Accounts Receivable, Net

Accounts receivable consists of receivables from our customers and from financial institutions offering financing products to our customers for the sale of vehicles, sales of powertrain kits, services, and regulatory credits. The Company provides an allowance against accounts receivable for any potential uncollectible amounts. The Company recorded immaterial allowance for credit losses as of September 30, 2025 and December 31, 2024.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, investments and accounts receivable. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits; however, its deposits exceed federally insured limits. As of September 30, 2025 and December 31, 2024, accounts receivable from the EV purchase agreement with the Government of Saudi Arabia, a related party of the Public Investment Fund (“PIF”), which is an affiliate of Ayar, as represented by the Ministry of Finance (the “EV Purchase Agreement”), represented 60.7% and 51.7% of the total accounts receivable balance, respectively. See Note 16 “Related Party Transactions” for more information.

Concentration of Supply Risk

The Company is dependent on its suppliers, the majority of which are single-source suppliers. The inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, whether due to changes or uncertainties in trade policies, the imposition or proposed imposition of tariffs, threat of trade war or otherwise, or its inability to efficiently manage these components, or the unavailability of stable domestic suppliers, could have a material adverse effect on the Company’s results of operations and financial condition.

Revenue from Contracts with Customers

Vehicle Sales

Vehicle Sales without Residual Value Guarantee

Vehicle sales revenue is generated from the sale of EVs to customers. Vehicle sales without RVG totaled $97.5 million and $197.0 million during the three and nine months ended September 30, 2025, respectively, and $72.9 million and $222.3 million for the same periods in the prior year, respectively. There are two performance obligations identified in vehicle sale arrangements. These are the vehicle including an onboard advanced driver assistance system (“ADAS”), and the right to unspecified OTA software updates to be provided as and when available over the term of the basic vehicle warranty, which is generally four years. Payment is typically received at the time of delivery or shortly after delivery of the vehicle to the customer, except for vehicle sales under the EV Purchase Agreement. The Company recognizes revenue related to the vehicle when the customer obtains control of the vehicle which occurs at a point in time either upon completion of delivery to the agreed upon delivery location or upon pick up of the vehicle by the customer. As the unspecified OTA software updates are provided when-and-if they become available, revenue related to OTA software updates is recognized ratably over the basic vehicle warranty term, commencing when control of the vehicle is transferred to the customer.

At the time of revenue recognition, the Company reduces the transaction price and records a sales return reserve against revenue for estimated variable consideration related to future product returns. Return rate estimates are based on historical experience and the sales return reserve balance was not material as of September 30, 2025 and December 31, 2024.

Vehicle Sales with Residual Value Guarantee

The Company provides an RVG to its commercial banking partners in connection with its vehicle leasing program. Vehicle sales with RVG totaled $183.6 million and $449.5 million during the three and nine months ended September 30, 2025, respectively, and $116.6 million and $307.5 million for the same periods in the prior year, respectively. Under the vehicle leasing program, the Company generally receives payment for the vehicle sales price at the time of delivery or shortly after the delivery. The Company recognizes revenue when control transfers upon delivery when the consumer-lessee takes physical possession of the vehicle, and bifurcates the RVG at fair value and accounts for it as a guarantee liability. The remaining amount of the transaction price is allocated among the performance obligations, including the vehicle, the right to unspecified OTA software updates and remarketing activities, in proportion to the standalone selling price of the Company’s performance obligations. Any fees or incentives that are paid or payable by the Company to commercial banking partners are recognized as a reduction to vehicle sales revenue. The guarantee liability represents the estimated amount the Company expects to pay at the end of the lease term. The Company is released from residual risk upon either expiration or settlement of the RVG. The Company evaluates variables such as third-party residual value publications, risk of future price deterioration due to changes in market conditions and reconditioning costs to determine the estimated RVG liability. The Company recorded $98.3 million and $58.0 million of RVG liabilities as of September 30, 2025 and December 31, 2024, respectively. As the Company accumulates more data related to the resale value of our vehicles or as market conditions change, there could be material changes to the estimated guarantee liabilities. The maximum potential amount of future payments (in excess of RVG liabilities recorded) that the Company could be required to make was $605.5 million and $401.1 million as of September 30, 2025 and December 31, 2024, respectively.

Vehicle Operating Lease Revenue

The Company accounts for sales of vehicles with repurchase obligations as operating leases. The Company sells vehicles primarily to rental companies with an obligation to repurchase the vehicles at an agreed upon repurchase price. The Company records the difference between the proceeds received and the agreed upon repurchase price as vehicle leasing revenue on a straight-line basis over the term of the lease. Deferred leasing revenue and repurchase obligation were recorded in other current liabilities and other long-term liabilities in the condensed consolidated balance sheets, and were not material as of September 30, 2025 and December 31, 2024. The operating lease revenue was not material for the three and nine months ended September 30, 2025 and 2024.

Sale and Leaseback Transactions

The Company enters into sale and leaseback transactions in which the Company transfers control of vehicles to rental companies and simultaneously leases them back as operating leases. The Company recognizes revenue related to the vehicles under the arrangement when the rental companies obtain control of the vehicles and separately recognize the leaseback obligations based on the present value of the future payments to the rental companies. The Company also records right-of-use assets which are amortized over the term of the leaseback. Operating lease expense is recognized on a straight-line basis over the term of the leaseback.

The Company recorded revenue from sale and leaseback transactions of $10.8 million and $55.7 million during the three and nine months ended September 30, 2025, respectively, and nil and $6.8 million for the same periods in the prior year, respectively. Operating lease expenses were not material.

Used Vehicle Sales

Used vehicle sales revenue is generated from the sale of used Lucid vehicles. The revenue from sales of used Lucid vehicles was not material for the three and nine months ended September 30, 2025 and 2024.

Vehicle Sales Deferred Revenue

As of September 30, 2025 and December 31, 2024, the Company recorded $74.8 million and $53.3 million of total deferred revenue from all vehicle sales primarily related to OTA and remarketing activities for vehicle sales, respectively. The Company recorded $27.1 million and $18.5 million of the total deferred revenue within other current liabilities and the remaining $47.7 million and $34.8 million within other long-term liabilities in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively. Revenue recognized that was included in the deferred revenue at the beginning of the period was not material during the three and nine months ended September 30, 2025 and 2024.

Other

Other consists primarily of 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. The Company generates regulatory credits revenue from the sale of tradable credits the Company earns under various regulations. This includes credits related to zero emission vehicles and greenhouse gas, and the Corporate Average Fuel Economy credits. Regulatory credit revenue totaled $11.6 million and $61.8 million during the three and nine months ended September 30, 2025, respectively, and $3.8 million and $21.3 million for the same periods in the prior year, respectively. The revenue from sales of non-Lucid vehicles was not material for the three and nine months ended September 30, 2025 and 2024.

Redeemable Convertible Preferred Stock

Accounting for the redeemable convertible preferred stock requires an evaluation to determine if liability classification is required under Accounting Standards Codification (“ASC”) 480-10. Liability classification is required for freestanding financial instruments that are (1) subject to an unconditional obligation requiring the issuer to redeem the instrument by transferring assets, such as those that are mandatorily redeemable, (2) instruments other than equity shares that embody an obligation of the issuer to repurchase its equity shares, or (3) certain types of instruments that obligate the issuer to issue a variable number of equity shares.

Securities that do not meet the scoping criteria to be classified as a liability under ASC 480 are subject to redeemable equity guidance, which prescribes securities that may be subject to redemption upon an event not solely within the Company’s control to be classified as temporary equity. Securities classified in temporary equity are initially measured at the proceeds received, net of issuance costs and excluding the fair value of bifurcated embedded derivatives, if any. Subsequent measurement of the carrying value of the redeemable convertible preferred stock is required as the instrument is probable of becoming redeemable. The Company accretes the redeemable convertible preferred stock to its redemption value. In certain circumstances, the redemption price may vary based on changes in stock price, in which case the Company recognizes changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the then current maximum redemption value at the end of each reporting period.

Derivative Liabilities

The Company evaluates all of its financial instruments, including convertible notes and redeemable convertible preferred stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company applies significant judgment to identify and evaluate complex terms and conditions in these contracts and agreements to determine whether embedded derivatives exist. Embedded derivatives must be separately measured from the host contracts if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss at each reporting period end. Bifurcated embedded derivatives are classified as a separate liability in the condensed consolidated balance sheet.

The Company’s derivative liabilities are related to the conversion features embedded in the Redeemable Convertible Preferred Stock. See Note 8 “Redeemable Convertible Preferred Stock” for more information.

Except for the policies described above, there have been no significant changes to accounting policies during the three and nine months ended September 30, 2025.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires incremental annual income tax disclosures. This amendment includes disclosures of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions that meet a quantitative threshold; income (or loss) from continuing operations before income tax expenses (or benefit) disaggregated between domestic and foreign; and income tax expense (or benefit) from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively (with retrospective application permitted). The Company is evaluating the impact of this amendment and does not expect a material impact to the related financial statement disclosures.

In March 2024, the SEC issued its final rule that requires certain climate-related disclosures in annual reports, including governance, oversight, and risk management processes on material climate-related risks; material impact of climate risks on the Company’s strategy, business model, and outlook; material climate targets and goals; and material financial statements impacts due to severe weather events and other natural conditions. In April 2024, the SEC stayed implementation of the final rule pending completion of judicial review. In March 2025, the SEC stated that it has ended its defense of the rule. The Company continues to monitor the status of these rules.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specified information about certain costs and expenses (such as purchases of inventory, employee compensation, depreciation, and amortization) within the relevant expense captions presented on the face of the statements of operations and comprehensive loss. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and should be applied either prospectively or retrospectively. The Company is evaluating the impact of this amendment to the related financial statement disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU requires the Company to start capitalizing eligible software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. The ASU does not change the types of costs eligible for capitalization. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted and may be applied using a prospective, retrospective or modified transition approach. The Company is evaluating the impact of this amendment to the financial statements.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements or notes thereto.

NOTE 3 - RESTRUCTURING

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

On March 28, 2023, the Company announced a restructuring plan (the “2023 Restructuring Plan”) intended to reduce operating expenses in response to evolving business needs and productivity improvement through a reduction in workforce. The Company completed the 2023 Restructuring Plan during the first quarter of 2024.

A summary of restructuring liabilities associated with the restructuring plans was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Restructuring liabilities - beginning of period	$	—	$	17,567	$	267	$	54
Restructuring charges excluding non-cash items(1)	—		76		—		21,784
Cash payments	—		(16,405)		(267)		(20,600)
Restructuring liabilities - end of period	$	—	$	1,238	$	—	$	1,238

(1) Excluded non-cash items of $1.5 million for the nine months ended September 30, 2024 related to the 2024 Restructuring Plan, which was net of accelerated stock-based compensation expense of $3.2 million and a reversal of $4.7 million related to previously recognized stock-based compensation expenses for unvested restricted stock awards.

As of September 30, 2025 and December 31, 2024, the restructuring liabilities associated with the 2024 Restructuring Plan were nil and immaterial, respectively.

NOTE 4 – BALANCE SHEETS COMPONENTS

Inventory

Inventory as of September 30, 2025 and December 31, 2024 was as follows (in thousands):


	September 30, 2025		December 31, 2024
Raw materials	$	508,870	$	160,532
Work in progress	239,084		36,628
Finished goods	233,108		210,614
Total Inventory	$	981,062	$	407,774

Inventory as of September 30, 2025 and December 31, 2024 was comprised of raw materials, work in progress related to the production of vehicles for sale and SKD units for final assembly in Saudi Arabia, and finished goods inventory including new vehicles available for sale, vehicles in transit to fulfill customer orders, and used vehicles which the Company intends to sell. The Company 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 its inventories to its net realizable values and for any excess or obsolete inventories, as well as losses from firm purchase commitments (“LCNRV”). 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 the Company’s financial results.

Property, plant and equipment, net

Property, plant and equipment, net as of September 30, 2025 and December 31, 2024 was as follows (in thousands):


	September 30, 2025		December 31, 2024
Land and land improvements	$	70,967	$	70,967
Building and improvements(1)	1,088,212		1,075,349
Machinery, tooling and vehicles(2)(3)	2,276,268		1,720,517
Computer equipment and software	131,435		105,012
Leasehold improvements	288,033		268,091
Furniture and fixtures	56,018		51,238
Finance leases	189,918		86,852
Construction in progress	762,474		672,534
Total Property, plant and equipment	4,863,325		4,050,560
Less accumulated depreciation and amortization	(1,111,260)		(787,948)
Property, plant and equipment, net	$	3,752,065	$	3,262,612

(1) As of September 30, 2025 and December 31, 2024, $127.5 million of capital expenditure support received from Ministry of Investment of Saudi Arabia (“MISA”) was primarily recorded as a deduction to the AMP-2 building balance. See Note 16 “Related Party Transactions” for more information.

(2) Included $47.2 million and $39.5 million of service loaner vehicles as of September 30, 2025 and December 31, 2024, respectively.

(3) Included $38.9 million and $34.7 million of operating lease vehicles sold to rental companies as of September 30, 2025 and December 31, 2024, respectively.

Construction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities, including tooling with outside vendors. Costs classified as construction in progress include all costs of obtaining the asset, installation of the asset, and bringing it to the location and the condition necessary for its intended use. No depreciation is provided for construction in progress until such time as the asset is completed and is ready for its intended use. Construction in progress consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Machinery and tooling	$	349,006	$	561,858
Construction of AMP-1 and AMP-2(1)	356,528		78,254
Leasehold improvements and other	56,940		32,422
Total construction in progress	$	762,474	$	672,534

(1) As of September 30, 2025 and December 31, 2024, $67.3 million of capital expenditure support received from MISA was recorded primarily as a deduction to the AMP-2 facility construction in progress balance. See Note 16 “Related Party Transactions” for more information.

Depreciation and amortization expense was $120.1 million and $329.1 million for the three and nine months ended September 30, 2025, respectively, and $69.5 million and $204.5 million for the same periods in the prior year, respectively. The amount of interest capitalized on construction in progress related to significant capital asset constructions was not material for the three and nine months ended September 30, 2025 and 2024.

Other current liabilities

Other current liabilities as of September 30, 2025 and December 31, 2024 were as follows (in thousands):


	September 30, 2025		December 31, 2024
Engineering, design, and testing accrual	$	49,902	$	53,666
Capital expenditures accrual	186,978		39,043
Accrued compensation	142,698		201,880
Accrued purchases(1)	157,903		31,318
Retail leasehold improvements accrual	7,070		3,589
Third-party services accrual	58,623		26,353
Tooling liability	70,437		110,249
Short-term borrowings	313,317		126,417
Operating lease liabilities, current portion	55,614		35,596
Reserve for loss on firm inventory purchase commitments	155,097		119,672
Accrued warranty	48,157		36,752
Accrued interest	35,206		4,049
Deferred revenue(2)	27,110		18,473
Sales incentive accrual	25,818		18,336
RVG liabilities	46,127		17,755
Common stock warrant liability	887		—
Other current liabilities	249,378		181,523
Total other current liabilities	$	1,630,322	$	1,024,671

(1) Primarily represent accruals for inventory related purchases and transportation charges that had not been invoiced.

(2) Represent deferred revenue from vehicle sales primarily related to OTA and remarketing activities.

Other long-term liabilities

Other long-term liabilities as of September 30, 2025 and December 31, 2024 were as follows (in thousands):


	September 30, 2025		December 31, 2024
Operating lease liabilities, net of current portion	$	220,718	$	229,835
Other long-term liabilities(1)(2)	351,373		362,479
Total other long-term liabilities	$	572,091	$	592,314

(1) As of September 30, 2025 and December 31, 2024, $114.8 million and $112.7 million of deferred revenue was recorded within other long-term liabilities in the condensed consolidated balance sheets, respectively, in connection with the strategic technology and supply arrangement, and integration and supply arrangements with Aston Martin Lagonda Global Holdings plc (together with its subsidiaries, “Aston Martin”). See Note 16 “Related Party Transactions” for more information.

(2) Included accrued warranty balance of $85.7 million and $75.7 million as of September 30, 2025 and December 31, 2024, respectively.

Accrued warranty

Accrued warranty activities consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Accrued warranty - beginning of period(2)	$	124,391	$	78,496	$	112,478	$	46,076
Warranty costs incurred	(7,990)		(10,204)		(23,349)		(46,090)
Provision for warranty(1)	17,478		10,570		44,750		78,876
Accrued warranty - end of period(2)	$	133,879	$	78,862	$	133,879	$	78,862

(1) Provision for warranty for the three and nine months ended September 30, 2025 and 2024 included estimated costs related to the recalls identified and/or special campaigns to repair or replace items under warranties. During the three and nine months ended September 30, 2024, the Company recorded nil and $41.5 million provision associated with a special warranty campaign, respectively.

(2) Accrued warranty balance of $48.2 million and $36.8 million was recorded within other current liabilities, and $85.7 million and $75.7 million was recorded within other long-term liabilities, in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively.

NOTE 5 - FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures certain financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows:

•Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3—Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement.

Cash, cash equivalents and investments are reported at their respective fair values on the Company’s condensed consolidated balance sheets. The Company’s short-term and long-term investments are classified as available-for-sale securities. Carrying amounts of accounts receivable, accounts payable, and other current liabilities approximate their estimated fair values.

The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of September 30, 2025 and December 31, 2024 (in thousands):


	September 30, 2025
									Reported As:
	Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and cash equivalents		Short-Term Investments		Long-Term Investments
Cash	$	740,591	$	—	$	—	$	740,591	$	740,591	$	—	$	—
Level 1:
Money market funds	821,245		—		—		821,245		821,245		—		—
U.S. Treasury securities	806,094		3,865		(7)		809,952		66,885		475,780		267,287
Subtotal	1,627,339		3,865		(7)		1,631,197		888,130		475,780		267,287
Level 2:
Time deposits(1)	110,000		—		—		110,000		—		110,000		—
Commercial paper	6,400		—		(1)		6,399		6,399		—		—
Corporate debt securities	501,377		3,712		(1)		505,088		—		116,126		388,962
Subtotal	617,777		3,712		(2)		621,487		6,399		226,126		388,962
Total	$	2,985,707	$	7,577	$	(9)	$	2,993,275	$	1,635,120	$	701,906	$	656,249

(1) Included $50.0 million of time deposits with GIB in short-term investments. GIB is a related party of the PIF, which is an affiliate of Ayar. See Note 16 “Related Party Transactions” for more information.


	December 31, 2024
									Reported As:
	Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and cash equivalents		Short-Term Investments		Long-Term Investments
Cash	$	610,201	$	—	$	—	$	610,201	$	610,201	$	—	$	—
Level 1:
Money market funds	677,712		—		—		677,712		677,712		—		—
U.S. Treasury securities	2,310,538		2,820		(531)		2,312,827		173,341		1,605,369		534,117
Subtotal	2,988,250		2,820		(531)		2,990,539		851,053		1,605,369		534,117
Level 2:
Certificates of deposit	3,998		1		—		3,999		—		3,999		—
Time deposits(1)	515,000		—		—		515,000		60,000		435,000		20,000
Commercial paper	141,525		25		(4)		141,546		75,442		66,104		—
Corporate debt securities	781,178		1,281		(553)		781,906		10,169		313,631		458,106
Subtotal	1,441,701		1,307		(557)		1,442,451		145,611		818,734		478,106
Total	$	5,040,152	$	4,127	$	(1,088)	$	5,043,191	$	1,606,865	$	2,424,103	$	1,012,223

(1) Included $15.0 million and $20.0 million of time deposits with GIB in short-term investments and long-term investments, respectively. See Note 16 “Related Party Transactions” for more information.

During the three and nine months ended September 30, 2025 and 2024, there were immaterial gross realized gains or losses on the sale of available-for-sale securities. Accrued interest receivable excluded from both the fair value and amortized cost basis of the available-for-sale securities was $17.4 million and $19.6 million as of September 30, 2025 and December 31, 2024, respectively, and was recorded in other current assets on its condensed consolidated balance sheets. As of September 30, 2025 and December 31, 2024, no allowance for credit losses was recorded related to an impairment of available-for-sale securities.

The following table summarizes our available-for-sale securities by contractual maturity:


	September 30, 2025
	Amortized cost		Estimated Fair Value
Within one year	$	700,244	$	701,906
After one year through three years	650,341		656,249
Total	$	1,350,585	$	1,358,155

On November 6, 2023, the Company received 28,352,273 ordinary shares of Aston Martin with an initial fair value of $73.2 million. The Company remeasured the shares and recorded fair values of $31.4 million and $37.8 million within investments in equity securities of a related party in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively. These equity securities are publicly traded stocks (where shares are denominated in GBP) measured at fair value on a recurring basis and classified within level 1 in the fair value hierarchy. The Company recognized 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, in change of fair value of equity securities of a related party in the condensed consolidated statement of operations and comprehensive loss. The Company also recognized an unrealized foreign currency loss of $0.6 million and an unrealized foreign currency gain of $2.2 million during the three and nine months ended September 30, 2025, respectively, and unrealized foreign currency gains of $3.0 million and $2.4 million for the same periods in the prior year, respectively, related to these equity securities in other income (expense), net in the condensed consolidated statement of operations and comprehensive loss. See Note 16 “Related Party Transactions” for more information.

Level 3 liabilities consist of the common stock warrant liability and the derivative liabilities associated with the Redeemable Convertible Preferred Stock, of which the fair values were measured upon issuance of the Private Placement Warrants and the Redeemable Convertible Preferred Stock and are remeasured at each reporting period. The valuation methodology and underlying assumptions are discussed further in Note 7 “Common Stock Warrant Liability” and Note 8 “Redeemable Convertible Preferred Stock”, respectively. Level 3 liabilities also consist of residual value guarantee liabilities, of which the fair value is measured initially upon delivery of vehicles and assessed subsequently for any changes on a quarterly basis. Significant changes in the unobservable inputs used in determining the fair value would result in significant changes to the fair value measurement.

The following table presents a reconciliation of the common stock warrant liability measured and recorded at fair value on a recurring basis (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Fair value-beginning of period	$	1,331	$	19,071	$	19,514	$	53,664
Change in fair value	(444)		13,748		(18,627)		(20,845)
Fair value-end of period	$	887	$	32,819	$	887	$	32,819

The following table presents a reconciliation of the derivative liabilities associated with the Redeemable Convertible Preferred Stock measured and recorded at fair value on a recurring basis (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025				2024				2025				2024
	Series A Derivative Liability		Series B Derivative Liability		Series A Derivative Liability		Series B Derivative Liability		Series A Derivative Liability		Series B Derivative Liability		Series A Derivative Liability		Series B Derivative Liability
Fair value-beginning of period	$	155,200	$	91,050	$	394,100	$	—	$	408,800	$	230,625	$	—	$	—
Issuance	—		—		—		297,675		—		—		497,100		297,675
Change in fair value	29,100		7,275		191,200		49,050		(224,500)		(132,300)		88,200		49,050
Fair value-end of period	$	184,300	$	98,325	$	585,300	$	346,725	$	184,300	$	98,325	$	585,300	$	346,725

NOTE 6 – DEBT

Long-term Debt

The Company accounted for the issuances of the 2026 Notes and the 2030 Notes as single liabilities measured at its respective amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The fair value of the Convertible Senior Notes was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. The following table sets forth a summary of the 2026 Notes and the 2030 Notes as of September 30, 2025 and December 31, 2024 (in millions):


	September 30, 2025
	Principal Amount		Unamortized Debt Discounts and Issuance Costs		Net Carrying Amount		Fair Value
2026 Notes	$	960.0	$	(3.0)	$	957.0	$	895.2
2030 Notes	1,100.0		(16.6)		1,083.4		1,040.8
Total long-term debt	$	2,060.0	$	(19.6)	$	2,040.4	$	1,936.0


	December 31, 2024
	Principal Amount		Unamortized Debt Discounts and Issuance Costs		Net Carrying Amount		Fair Value
2026 Notes	$	2,012.5	$	(10.3)	$	2,002.2	$	1,579.8

The effective interest rate for the 2026 Notes and the 2030 Notes is 1.5% and 5.4%, respectively. The components of interest expense related to the 2026 Notes and the 2030 Notes were as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Contractual interest	$	16.8	$	6.4	$	39.0	$	19.0
Amortization of debt discounts and debt issuance costs	1.5		1.3		4.2		3.8
Interest expense	$	18.3	$	7.7	$	43.2	$	22.8

2030 Notes and Capped Call Transactions

2030 Notes

In April 2025, the Company issued an aggregate of $1,100.0 million principal amount of 5.00% convertible senior notes due in April 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, at an issuance price equal to 100.0% of the principal amount of the 2030 Notes. The 2030 Notes were issued pursuant to and are governed by an indenture dated April 8, 2025, between the Company and U.S. Bank Trust Company, National Association as the trustee. The proceeds from the issuance of the 2030 Notes were $1,081.8 million, net of the debt issuance costs. Contemporaneously with the 2030 Notes offering, the Company 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 are unsecured obligations which bear regular interest at 5.00% per annum and are 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 repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2030 Notes are convertible into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 33.3333 shares of the Company’s common stock per $1,000 principal amount of the 2030 Notes, which is equivalent to an initial conversion price of approximately $30.00 per share of the Company’s 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. The Company may redeem for cash all or any portion of the 2030 Notes, at the Company’s option, on or after April 6, 2028 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest up to the day before the redemption date. The holders may require the Company to repurchase the 2030 Notes upon the occurrence of certain fundamental change transactions at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date.

Holders of the 2030 Notes may convert all or a portion of their 2030 Notes at their option prior to January 1, 2030, in multiples of $1,000 principal amounts, only under the following circumstances:

•during any calendar quarter commencing after the quarter ended on June 30, 2025 (and only during such calendar quarter), if the Company’s common stock price exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter;

•during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day;

•upon the occurrence of specified corporate events; or

•if the Company calls any or all 2030 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption.

On or after January 1, 2030, the 2030 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2030 Notes who convert the 2030 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2030 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate.

The 2030 Notes were not eligible for conversion as of September 30, 2025. No sinking fund is provided for the 2030 Notes, which means that the Company is not required to redeem or retire them periodically. As of September 30, 2025, the Company was in compliance with applicable covenants under the indentures governing the 2030 Notes.

Capped Call Transactions

In connection with the 2030 Notes offering, the Company paid $118.3 million to enter into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions cover, subject to anti-dilution adjustments, the number of shares of the Company’s common stock initially underlying the 2030 Notes. The Capped Call Transactions have an expiration date of April 1, 2030.

The Company expects the Capped Call Transactions generally would reduce the potential dilution to the Company’s common stock upon conversion of the notes and/or offset any cash payments that the Company 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 Lucid’s 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 the Company’s common stock. The initial cap price of the Capped Call Transactions was $48.00 per share of the Company’s common stock and is subject to customary anti-dilution adjustments.

The Capped Call Transactions were separate transactions, entered into by the Company with certain financial institutions, and were not part of the terms of the 2030 Notes. Holders of the 2030 Notes will not have any rights with respect to the Capped Call Transactions. The Company recorded the Capped Call Transactions as a reduction to additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2025, with no remeasurement in subsequent periods as they meet the conditions for equity classification.

Ayar Prepaid Forward Transaction

In connection with the pricing of the 2030 Notes, Ayar entered into a privately negotiated prepaid forward transaction with a forward counterparty that is an affiliate of one of the initial purchasers of the 2030 Notes (the “Forward Counterparty”), pursuant to which Ayar will purchase approximately $430.0 million of the Company’s common stock with delivery expected to occur on or about the maturity date for the 2030 Notes, subject to the ability of the Forward Counterparty to elect to settle all or a portion of the prepaid forward transaction early.

The Company is not a party to the prepaid forward transaction. In connection with Ayar agreeing to enter into and fund the prepaid forward transaction, the Company has agreed to pay a periodic cash fee to Ayar, which shall initially accrue at a rate of 0.5% per annum on the amount of prepaid forward transaction and be recalculated to reflect any early settlement of the prepaid forward transaction. The periodic fee incurred associated with the prepaid forward transaction was not material for the three and nine months ended September 30, 2025.

2026 Notes

In December 2021, the Company issued an aggregate of $2,012.5 million principal amount of 1.25% convertible senior notes due in December 2026 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, at an issuance price equal to 99.5% of the principal amount of 2026 Notes. The Company has designated the 2026 Notes as green bonds, whose proceeds will be allocated in accordance with the Company’s green bond framework. The 2026 Notes were issued pursuant to and are governed by an indenture dated December 14, 2021, between the Company and U.S. Bank National Association as the trustee. The proceeds from the issuance of the 2026 Notes were $1,986.6 million, net of the issuance discount and debt issuance costs.

The 2026 Notes are unsecured obligations which bear regular interest at 1.25% per annum and are 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 repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2026 Notes are convertible into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 1.8255 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $547.80 per share of the Company’s 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. The Company may redeem for cash all or any portion of the 2026 Notes, at the Company’s option, on or after December 20, 2024 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest up to the day before the redemption date. The holders may require the Company to repurchase the 2026 Notes upon the occurrence of certain fundamental change transactions at a redemption price equal to 100% of the principal amount of the 2026 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date.

Holders of the 2026 Notes may convert all or a portion of their 2026 Notes at their option prior to September 15, 2026, in multiples of $1,000 principal amounts, only under the following circumstances:

•during any calendar quarter commencing after the quarter ended on March 31, 2022 (and only during such calendar quarter), if the Company’s common stock price exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter;

•upon the occurrence of specified corporate events; or

•if the Company calls any or all 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption.

On or after September 15, 2026, the 2026 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2026 Notes who convert the 2026 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2026 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate.

In April 2025, contemporaneously with the 2030 Notes offering, the Company 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 principal amount 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. Following the redemption, the Company’s outstanding principal balance of the 2026 Notes was $960.0 million.

The 2026 Notes were not eligible for conversion as of September 30, 2025 and December 31, 2024. No sinking fund is provided for the 2026 Notes, which means that the Company is not required to redeem or retire them periodically. As of September 30, 2025 and December 31, 2024, the Company was in compliance with applicable covenants under the indentures governing the 2026 Notes.

SIDF Loan Agreement

On February 27, 2022, Lucid LLC entered into a loan agreement (as subsequently amended, the “SIDF Loan Agreement”) with SIDF, a related party of the PIF, which is an affiliate of Ayar. Under the SIDF Loan Agreement, SIDF has committed to provide loans (the “SIDF Loans”) to Lucid LLC in an aggregate principal amount of up to SAR 5.19 billion (approximately $1.4 billion); provided that SIDF may reduce the availability of SIDF Loans under the facility in certain circumstances. SIDF Loans will be subject to repayment in semi-annual installments in amounts ranging from SAR 25 million (approximately $6.7 million) to SAR 350 million (approximately $93.3 million), commencing on April 3, 2026 and ending on November 12, 2038. SIDF Loans are financing and will be used to finance certain costs in connection with the development and construction of AMP-2. Lucid LLC may repay SIDF Loans earlier than the maturity date without penalty. Obligations under the SIDF Loan Agreement do not extend to the Company or any of its other subsidiaries.

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.

The SIDF Loan Agreement contains certain restrictive financial covenants and imposes annual caps on Lucid LLC’s payment of dividends, distributions of paid-in capital, or certain capital expenditures. The SIDF Loan Agreement also defines customary events of default, including abandonment of or failure to commence operations at the plant in the King Abdullah Economic City (“KAEC”), and drawdowns under the SIDF Loan Agreement are subject to certain conditions precedent. As of September 30, 2025 and December 31, 2024, no amount was outstanding under the SIDF Loan Agreement.

GIB Facility Agreement

On April 29, 2022, Lucid LLC entered into the GIB Facility Agreement with GIB, maturing on February 28, 2025. GIB is a related party of the PIF, which is an affiliate of Ayar. The GIB Facility Agreement provided for two committed revolving credit facilities in an aggregate principal amount of SAR 1.0 billion (approximately $266.1 million). SAR 650 million (approximately $173.0 million) under the GIB Facility Agreement was available as the Bridge Facility for the financing of Lucid LLC’s capital expenditures in connection with AMP-2. The remaining SAR 350 million (approximately $93.1 million) was available as the Working Capital Facility and might be used for general corporate purposes. On March 12, 2023, Lucid LLC entered into the 2023 Amended GIB Facility Agreement to combine the Bridge Facility and the Working Capital Facility into a committed SAR 1.0 billion (approximately $266.1 million) 2023 GIB Credit Facility which may be used for general corporate purposes. Loans under the 2023 Amended GIB Credit Facility Agreement had a maturity of no more than 12 months and bore interest at a rate of 1.40% per annum over SAIBOR (based on the term of borrowing) and associated fees. Under the 2023 Amended GIB Credit Facility Agreement, the Company was required to pay a quarterly commitment fee of 0.15% per annum based on the unutilized portion of the 2023 GIB Credit Facility.

On February 24, 2025, Lucid LLC entered into the 2025 GIB Credit Facility maturing on February 24, 2028 to increase the credit facility committed amount from SAR 1.0 billion (approximately $266.1 million) to SAR 1.9 billion (approximately $506.6 million). Loans under the 2025 GIB Credit Facility may be used for general corporate purposes, have a maturity of no more than 12 months, and bear interest at a rate of 1.40% per annum over SAIBOR (based on the term of borrowing) and associated fees. The Company is required to pay a quarterly commitment fee of 0.25% per annum based on the unutilized portion of the 2025 GIB Credit Facility. Commitments under the 2025 GIB Credit Facility will terminate, and all amounts then outstanding thereunder would become payable, on the maturity date of the 2025 GIB Credit Facility.

The commitment fees for the three and nine months ended September 30, 2025 and 2024 were not material. The 2025 GIB Credit Facility contains certain conditions precedent to drawdowns, representations and warranties and covenants of Lucid LLC and events of default.

As of September 30, 2025 and December 31, 2024, the Company had outstanding borrowings of SAR 1,175.0 million (approximately $313.3 million) and SAR 475.0 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. The Company recorded interest expense of SAR 18.7 million (approximately $5.0 million) and SAR 41.6 million (approximately $11.1 million) during the three and nine months ended September 30, 2025, respectively, and SAR 4.1 million (approximately $1.1 million) and SAR 14.2 million (approximately $3.8 million) for the same periods in the prior year, respectively. As of September 30, 2025 and December 31, 2024, the Company was in compliance with applicable covenants under the GIB credit facility.

ABL Credit Facility

In June 2022, the Company entered into the ABL Credit Facility with a syndicate of banks that may be used for working capital and general corporate purposes. The ABL Credit Facility provides for an initial aggregate principal commitment amount of up to $1.0 billion (including a $350.0 million letter of credit subfacility and a $100.0 million swingline loan subfacility) and has a stated maturity date of June 9, 2027. Borrowings under the ABL Credit Facility bear interest at the applicable interest rates specified in the credit agreement governing the ABL Credit Facility. In June 2024, the Company amended the ABL Credit Facility to update the Canadian reference rate. Availability under the ABL Credit Facility is subject to the value of eligible assets in the borrowing base and is reduced by outstanding loan borrowings and issuances of letters of credit which bear customary letter of credit fees. Subject to certain terms and conditions, the Company may request one or more increases in the amount of credit commitments under the ABL Credit Facility in an aggregate amount up to the sum of $500.0 million plus certain other amounts. The Company is required to pay a quarterly commitment fee of 0.25% per annum based on the unutilized portion of the ABL Credit Facility.

The ABL Credit Facility contains customary covenants that limit the ability of the Company and its restricted subsidiaries to, among other activities, pay dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, dispose of certain assets, consummate acquisitions or other investments, prepay certain debt, engage in transactions with affiliates, engage in sale and leaseback transactions or consummate mergers and other fundamental changes. The ABL Credit Facility also includes a minimum liquidity covenant which, at the Company’s option following satisfaction of certain pre-conditions, may be replaced with a springing, minimum fixed charge coverage ratio financial covenant, in each case on terms set forth in the credit agreement governing the ABL Credit Facility. As of September 30, 2025 and December 31, 2024, the Company was in compliance with applicable covenants under the ABL Credit Facility.

As of September 30, 2025 and December 31, 2024, the Company 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. The Company incurred issuance costs of $6.3 million to obtain the ABL Credit Facility, which was capitalized within other noncurrent assets in the condensed consolidated balance sheets and amortized over the facility term using the straight-line method. Commitment fee and amortization of the deferred issuance costs were $0.9 million and $2.7 million for the three and nine months ended September 30, 2025, respectively, and $1.0 million and $2.8 million for the same periods in the prior year, respectively.

DDTL Credit Facility

In August 2024, the Company 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. The Company is required to pay a quarterly undrawn fee of 0.50% per annum based on the unutilized portion of the DDTL Credit Facility.

The DDTL Credit Facility contains customary covenants that limit the ability of the Company and its restricted subsidiaries to, among other activities, pay dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, dispose of certain assets, consummate acquisitions or other investments, prepay certain debt, engage in sale and leaseback transactions or consummate mergers and other fundamental changes. The DDTL Credit Facility also includes a minimum liquidity covenant. As of September 30, 2025 and December 31, 2024, the Company was in compliance with applicable covenants under the DDTL Credit Facility.

As of September 30, 2025 and December 31, 2024, the Company had no outstanding borrowings under the DDTL Credit Facility. The Company incurred issuance costs of $6.2 million to obtain the DDTL Credit Facility, which was capitalized within other noncurrent assets in the condensed consolidated balance sheet and amortized over the facility term using the straight-line method. Commitment fee and amortization of the deferred issuance costs were $1.3 million and $3.8 million for the three and nine months ended September 30, 2025, respectively, and were not material for the same periods in the prior year.

NOTE 7 - COMMON STOCK WARRANT LIABILITY

On July 23, 2021, in connection with the merger, the Company effectively issued 44,350,000 Private Placement Warrants. Following the Reverse Stock Split, every ten Private Placement Warrants may be exercised to purchase one share of the Company’s common stock for an aggregate exercise price of $115.00. The Private Placement Warrants were initially recorded as long-term liabilities in the condensed consolidated balance sheets at a fair value of $812.0 million, and were remeasured to a fair value of $19.5 million as of December 31, 2024. The Private Placement Warrants remained unexercised and were remeasured to a fair value of $0.9 million, which was recorded within other current liabilities as of September 30, 2025. The Company recognized gains of $0.4 million and $18.6 million for the three and nine months ended September 30, 2025, respectively, and a loss of $13.7 million and a gain of $20.8 million for the same periods in the prior year, respectively, in the condensed consolidated statements of operations and comprehensive loss.

The fair value of the Private Placement Warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and was as follows:


	September 30, 2025		December 31, 2024
Fair value of Private Placement Warrants per share of common stock	$	0.20	$	4.38

Assumptions used in the Black-Scholes option pricing model take into account the contract terms as well as the quoted price of the Company’s common stock in an active market. The volatility is based on the Company’s historical volatility. The expected life is based on the remaining contractual term of the warrants, and the risk-free interest rate is based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the warrants’ expected life. The level 3 fair value inputs used in the Black-Scholes option pricing models were as follows:


	September 30, 2025		December 31, 2024
Volatility	80.0	%	95.0	%
Expected term (in years)	0.8		1.6
Risk-free rate	3.7	%	4.2	%
Dividend yield	—	%	—	%

NOTE 8 – REDEEMABLE CONVERTIBLE PREFERRED STOCK

In March 2024, the Company entered into the Series A Subscription Agreement with Ayar. Pursuant to the Series A Subscription Agreement, Ayar agreed to purchase from the Company 100,000 shares of the Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $1.0 billion in a private placement. Subsequently, in March 2024, the Company issued the shares to Ayar pursuant to the Series A Subscription Agreement and received aggregate gross proceeds of $1.0 billion.

In August 2024, the Company entered into the Series B Subscription Agreement with Ayar. Pursuant to the Series B Subscription Agreement, Ayar agreed to purchase from the Company 75,000 shares of the Series B Redeemable Convertible Preferred Stock for an aggregate purchase price of $750.0 million in a private placement. Subsequently, in August 2024, the Company issued the shares to Ayar pursuant to the Series B Subscription Agreement and received aggregate gross proceeds of $750.0 million.

The shares of the Series A Redeemable Convertible Preferred Stock and the Series B Redeemable Convertible Preferred Stock were issued pursuant to the Series A Certificate of Designations and the Series B Certificate of Designations (the “Certificate of Designations”), respectively. Pursuant to the Series A Subscription Agreement and the Series B Subscription Agreement, Ayar has agreed, with certain exceptions, that without prior written consent of the Company, it will not sell or transfer the Redeemable Convertible Preferred Stock for the twelve months after the date of the closing of the respective private placement.

Dividends: The Redeemable Convertible Preferred Stock ranks senior to the common stock with respect to dividends and distributions of assets upon the Company’s liquidation, dissolution or winding up. The Redeemable Convertible Preferred Stock has an initial value of $10,000 per share (the “Initial Value” and the Initial Value plus compounded and accrued dividends, the “Accrued Value”). Dividends on the Redeemable Convertible Preferred Stock are payable in the form of compounded cumulative dividends upon each share of the Redeemable Convertible Preferred Stock (paid-in-kind). Dividends accrue daily on the Initial Value (as increased for any compounded dividends previously compounded thereon) of each share of the Redeemable Convertible Preferred Stock at a rate of 9% per annum and compound on the basis of quarterly dividend payment dates on each March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2024 for the Series A Redeemable Convertible Preferred Stock and September 30, 2024 for the Series B Redeemable Convertible Preferred Stock.

Liquidation Preference: Upon a liquidation, dissolution or winding up of the Company, each holder of shares of the Redeemable Convertible Preferred Stock (“Holder”) will be entitled to receive, with respect to each share of then-outstanding Redeemable Convertible Preferred Stock, out of the assets of the Company available for distribution to its stockholders an amount in cash equal to the greater of (a) an amount per share of the Redeemable Convertible Preferred Stock as of the date of such liquidation, dissolution or winding up equal to (i) the per share Accrued Value as of the relevant date multiplied by (ii) the relevant percentage (the product of (i) and (ii), the “Minimum Consideration”); and (b) the amount that such Holder would have received with respect to such share of the Redeemable Convertible Preferred Stock if all shares of the Redeemable Convertible Preferred Stock had been converted at their Accrued Value into shares of common stock on the business day immediately prior to the date of such liquidation, dissolution or winding up. As of September 30, 2025 and December 31, 2024, the liquidation preference of the Series A Redeemable Convertible Preferred Stock was $1,294.2 million and $1,138.8 million, respectively. As of September 30, 2025 and December 31, 2024, the liquidation preference of the Series B Redeemable Convertible Preferred Stock was $909.1 million and $800.4 million, respectively.

Voting Rights: Each Holder is entitled to the number of votes equal to the number of whole shares of common stock into which the aggregate shares of the Redeemable Convertible Preferred Stock held by such Holder are convertible on the record date for determining stockholders entitled to vote on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders and on which matter holders of the common stock shall be entitled to vote. Holders are entitled to notice of any meeting of stockholders and, except as otherwise provided in the Certificate of Designations or otherwise required by law, to vote together as a single class with the holders of the common stock and any other class or series of stock entitled to vote thereon. The voting power of Holders is subject to a voting cap per share equal to the quotient of the $10,000 Initial Value and the minimum price ($27.70 for the Series A Redeemable Convertible Preferred Stock and $31.20 for the Series B Redeemable Convertible Preferred Stock).

As long as at least 10% of the aggregate number of shares issued on the respective initial issue date remain outstanding, and subject to certain other conditions, Holders are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Redeemable Convertible Preferred Stock, authorizations or issuances by the Company of capital stock of the Company that ranks senior or equal to the Redeemable Convertible Preferred Stock with respect to dividends or distributions on liquidation or the terms of which provide for cash dividends (other than the common stock), winding-up and dissolution, and decreases in the number of authorized shares of the Redeemable Convertible Preferred Stock. The Company also agreed that as long as Ayar owns at least 50% of the shares issued on the respective initial issue date, the Company will comply with certain debt incurrence covenants in its Credit Agreement, dated as of June 9, 2022, by and among the Company, as the Borrower Representative, the other Borrowers party thereto from time-to-time, the Lenders and Issuing Banks from time-to-time party thereto and Bank of America, N.A., as Administrative Agent, as amended, which agreement may be waived with the sole consent of Ayar.

Conversion: Each share of the Redeemable Convertible Preferred Stock is convertible, at the option of the respective Holder, from time-to-time after the initial issue date, and without the payment of additional consideration by the Holder, (a) at any time that the closing price per share of the common stock on the trading day immediately preceding the date on which the Holder delivers the relevant notice of conversion is at least $55.00 (subject to certain adjustments), unless the Company 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 Company, into such number of fully paid and non-assessable shares of common stock as is determined by dividing (i) the applicable Accrued Value as of the conversion date by (ii) the applicable conversion price in effect as of such conversion date, which shall initially be $35.9520 for the Series A Redeemable Convertible Preferred Stock and $43.7990 for the Series B Redeemable Convertible Preferred Stock, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events (the “Conversion Price”).

Mandatory Conversion: On or after the third anniversary of the initial issue date, if at any time (i) the daily VWAP of the common stock has been at least 200% of the Conversion Price for at least twenty (20) trading days (whether or not consecutive) during any thirty (30) consecutive trading days (including the last day of such period) and (ii) certain common stock liquidity conditions are satisfied, the Company will have the right, exercisable at its election within fifteen (15) business days following completion of the applicable thirty (30) trading day period, to cause all or any portion of the Redeemable Convertible Preferred Stock to convert into a number of fully paid and non-assessable shares of common stock, as determined by dividing (i) the applicable Accrued Value as of the conversion date by (ii) the Conversion Price in effect as of such conversion date. The Company will be required to pay an additional amount per share of the Redeemable Convertible Preferred Stock payable in cash, shares of common stock valued based on a five-day average daily VWAP or a combination thereof in respect of such conversion equal to the greater of (x) the difference between (i) the Minimum Consideration and (ii) the value of the shares of common stock delivered upon mandatory conversion thereof and (y) zero.

Fundamental Change: Upon a fundamental change, the Holders will be entitled, on the fundamental change repurchase date specified by the Company, to receive an amount equal to the greater of (a) the Minimum Consideration and (b) an amount equal to the value that such Holder would have received if it had converted its shares of the Redeemable Convertible Preferred Stock into shares of common stock on the business day immediately before the fundamental change repurchase date. The fundamental change repurchase price may be paid in cash, shares of common stock (or other securities to be received by a holder of common stock in such fundamental change) valued based on a five-day average daily VWAP (with the number of shares of common stock rounded up to the nearest whole share), or a combination thereof, at the Company’s election. The Company may not elect to deliver shares of its common stock (or other securities to be received by a holder of common stock in such fundamental change) in partial or full satisfaction of the fundamental change repurchase price, if certain common stock liquidity conditions are not satisfied.

Optional Redemption: On or after the fifth anniversary of the initial issue date, the Company may redeem all or any portion of the Redeemable Convertible Preferred Stock at a redemption price per share equal to the greater of (a) the Minimum Consideration and (b) an amount equal to the value (calculated based on a twenty (20)-day average daily VWAP) of the number of shares of common stock if it had converted its shares of the Redeemable Convertible Preferred Stock into shares of common stock as of the redemption date. Such redemption price may be paid in cash, shares of common stock valued based on a twenty (20)-day average daily VWAP, or a combination thereof, at the Company’s election. The Company may not pay any portion of such redemption price in shares of common stock if the common stock liquidity conditions are not satisfied.

While the Redeemable Convertible Preferred Stock is callable after five years at the Company’s option, the Redeemable Convertible Preferred Stock is considered redeemable at the option of Ayar and was classified as mezzanine equity, because it is the majority shareholder of the Company. The Company recorded the Series A Redeemable Convertible Preferred Stock initially at its issuance price, net of issuance costs of $2.4 million and net of the initial value of the bifurcated derivative liability of $497.1 million. The Company also recorded the Series B Redeemable Convertible Preferred Stock initially at its issuance price, net of issuance costs of $0.6 million and net of the initial value of the bifurcated derivative liability of $297.7 million.

The Company accretes the Redeemable Convertible Preferred Stock to its redemption value, which is greater of (a) the Minimum Consideration and (b) an amount equal to the value that such Holder would have received if it had converted its shares of the Redeemable Convertible Preferred Stock into shares of common stock as of the Redemption Date. In certain circumstances, the redemption price may vary based on changes in stock price, in which case the Company recognizes changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the then current maximum redemption value at the end of each reporting period. The Company recorded accretion of $25.3 million and $379.9 million related to the Series A Redeemable Convertible Preferred Stock during the three and nine months ended September 30, 2025, respectively, and net negative accretion of $59.4 million and accretion of $91.3 million for the same periods in the prior year, respectively. The Company recorded accretion of $30.8 million and $241.0 million related to the Series B Redeemable Convertible Preferred Stock during the three and nine months ended September 30, 2025, respectively, and $16.6 million for the same periods in the prior year. Accretion of the Redeemable Convertible Preferred Stock was reflected as adjustments to additional paid-in capital in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. The carrying value of the Series A Redeemable Convertible Preferred Stock was $1,109.9 million and $730.0 million as of September 30, 2025 and December 31, 2024, respectively. The carrying value of the Series B Redeemable Convertible Preferred Stock was $810.8 million and $569.8 million as of September 30, 2025 and December 31, 2024, respectively.

The Company assessed the above features to determine whether any features are required to be bifurcated and separately accounted for as an embedded feature. The Company concluded that the conversion features, inclusive of all settlement outcomes where the pay-off is indexed to the if-converted value, meets all the requirements to be separately accounted for as a bifurcated derivative. As a result, the Company bifurcated the Redeemable Convertible Preferred Stock between (i) the host contracts which are accounted for within mezzanine equity as described above, and (ii) the bifurcated derivative liabilities related to the conversion features. The proceeds from issuance were first allocated to the fair value of the bifurcated derivatives with the residual being allocated to the host contracts. The bifurcated derivatives are remeasured to fair value at each reporting period with changes in fair value recorded in the condensed consolidated statement of operations and comprehensive loss.

As of September 30, 2025 and December 31, 2024, the Company remeasured the derivative liabilities for the Redeemable Convertible Preferred Stock to fair value of $282.6 million and $639.4 million, comprising of $184.3 million and $408.8 million related to Series A Redeemable Convertible Preferred Stock and $98.3 million and $230.6 million related to Series B Redeemable Convertible Preferred Stock, respectively. The Company recognized a loss of $36.4 million and a gain of $356.8 million for the three and nine months ended September 30, 2025, and losses of $240.3 million and $137.3 million for the same periods in the prior year, respectively, in 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.

The Company estimated the fair value of the derivative liabilities using a binomial lattice model with the volatility, credit spread, and term as significant unobservable inputs. Assumptions used in the valuation also take into account the contractual terms as well as the quoted price of the Company’s common stock in an active market. Significant changes in any of those inputs in isolation would result in significant changes to the fair value measurement.

The level 3 fair value inputs used in the valuation of the derivative liabilities associated with the Redeemable Convertible Preferred Stock were as follows:


	September 30, 2025						December 31, 2024
	Series A Derivative Liability			Series B Derivative Liability			Series A Derivative Liability			Series B Derivative Liability
Volatility	40.0		%	40.0		%	40.0		%	40.0		%
Credit spread	20.3		%	20.3		%	17.9		%	17.9		%
Stock price	$	23.79		$	23.79		$	30.20		$	30.20
Term (in years)	3.5			3.9			4.2			4.6
Risk-free rate	3.6		%	3.6		%	4.3		%	4.4		%

NOTE 9 – STOCKHOLDERS’ EQUITY

Common Stock

On July 16, 2025, the Company entered into a Vehicle Production Agreement (“VPA”) with Uber and the 2025 Subscription Agreement with SMB, a subsidiary of Uber. Under the VPA, Uber and its designated fleet operators have agreed to purchase a minimum commitment of 20,000 (the “Minimum Quantity Guarantee”) Lucid Gravity vehicles that have been modified to include certain autonomous driving hardware and other features (the “Lucid Gravity Plus vehicles”). Under the 2025 Subscription Agreement, the Company agreed to issue and SMB agreed to purchase, in a private placement, the Company’s 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 30 consecutive trading days ending on, and including, July 15, 2025. In September 2025, the Company and SMB entered into an amendment to the 2025 Subscription Agreement to reflect the adjustments made to the number of placement shares and purchase price per placement share therein due to the Reverse Stock Split. The Company also consummated the private placement of shares to SMB and issued 13,715,121 shares for aggregate net proceeds of $299.7 million after deducting issuance costs of $0.3 million in September 2025.

The shares of common stock sold to SMB pursuant to the 2025 Subscription Agreement were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended. SMB may not transfer the shares of common stock acquired under the 2025 Subscription Agreement for a period of 18-months after the closing of the private placement.

Treasury Stock

During the year ended December 31, 2021, the Company repurchased an aggregate of 85,782 shares of its common stock, including 71,274 shares from certain employees and 14,508 shares from board of directors of the Company’s predecessor, Atieva, Inc. at $241.50 per share. No common stock was repurchased during the three and nine months ended September 30, 2025 and 2024.

Common Stock Reserved for Issuance

The Company’s common stock reserved for future issuances as of September 30, 2025 was as follows:


			September 30, 2025
Private Placement Warrants to purchase common stock			4,435,000
Stock options outstanding			2,126,834
Restricted stock units outstanding			20,624,906
Shares available for future grants under equity plans			5,909,162
If-converted common shares from 2026 Notes			1,752,540
If-converted common shares from 2030 Notes			36,666,630
If-converted common shares from Series A redeemable convertible preferred stock			31,810,851
If-converted common shares from Series B redeemable convertible preferred stock			18,932,860
Total shares of common stock reserved			122,258,783

NOTE 10 – STOCK-BASED AWARDS

Stock Options

A summary of stock option activity for the nine months ended September 30, 2025 was as follows:


	Outstanding Options
	Number of Options	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term	Intrinsic Value (in thousands)
Balance as of December 31, 2024	2,689,410	$	18.37	4.4	$	48,886
Options exercised	(510,547)	6.18
Options canceled	(52,029)	71.58
Balance as of September 30, 2025	2,126,834	$	19.94	4.23	$	24,802
Options vested and exercisable as of September 30, 2025	1,989,226	$	16.50	4.17	$	24,802

As of September 30, 2025, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $4.3 million, and is expected to be recognized over a weighted-average period of 1.8 years.

RSUs

A summary of RSUs activity for the nine months ended September 30, 2025 was as follows:


	Restricted Stock Units
	Time-Based Shares	Performance-Based Shares	Total Shares	Weighted-Average Grant-Date Fair Value
Balance as of December 31, 2024	8,796,901	1,599,646	10,396,547	$	48.29
Granted	16,109,131	2,149,717	18,258,848	$	26.51
Vested	(6,140,078)	(622,449)	(6,762,527)	$	46.66
Cancelled/Forfeited	(1,175,057)	(92,905)	(1,267,962)	$	37.74
Balance as of September 30, 2025	17,590,897	3,034,009	20,624,906	$	30.29

As of September 30, 2025, unrecognized stock-based compensation cost related to outstanding unvested time-based RSUs that are expected to vest was $480.8 million, which is expected to be recognized over a weighted-average period of 2.1 years.

In 2021, the Company granted performance-based RSUs to the former CEO and they were subject to performance and market conditions. The performance condition was satisfied upon the closing of the merger. The Company recognized compensation expense using a graded vesting attribution method over the derived service period for the former CEO’s performance-based awards. Stock-based compensation expense was recognized when the relevant performance condition was considered probable of achievement for the performance-based award. During the year ended December 31, 2022, the market condition was met for the performance-based awards of the former CEO for four of the five tranches and certified by the Board of Directors, representing an aggregate of 1,393,428 performance RSUs. The unamortized expense of $8.2 million as of December 31, 2022 for the fifth tranche, representing 209,014 RSUs, was fully recognized during the year ended December 31, 2023.

The Company granted 1,383,475 shares of the time-based RSUs to the former CEO that would vest in sixteen equal quarterly installments, beginning on December 5, 2021, and were subject to continuous employment. The Company recognized compensation expense for these time-based RSUs on a graded vesting schedule over the requisite vesting period. The Company withheld approximately 47,714 shares and 143,138 shares of common stock for the three and nine months ended September 30, 2025, respectively, and 47,626 shares and 142,948 shares for the same periods in the prior year, respectively, by net settlement to meet the related tax withholding requirements related to the former CEO’s time-based RSUs. In February 2025, the Company announced the former CEO’s resignation and transition. In connection with this transition, the Company recorded a reversal of $41.6 million related to previously recognized stock-based compensation expenses for his unvested time-based RSUs, resulted from modification accounting. As of September 30, 2025, there were no unrecognized stock-based compensation expenses related to the time-based RSUs.

The Company granted performance-based RSUs to certain employees and they are subject to (i) corporate performance conditions and/or individual performance and (ii) a service condition which will be met generally over 3 years. The number of awards granted represents 100% of the target goal. Under the terms of the awards, the recipient may earn between 0% to 150% of the original number of grants based on actual achievement of corporate performance goals and/or individual performance. Stock-based compensation expense is recognized when the relevant performance condition is considered probable of achievement for the performance-based award. The Company recorded stock-based compensation expenses of $10.9 million and $23.3 million during the three and nine months ended September 30, 2025, respectively, and $6.2 million and $14.2 million for the same periods in the prior year, respectively, related to these performance-based RSUs. As of September 30, 2025, the unamortized expense for the performance-based RSUs was $44.6 million, which will be recognized over a weighted-average period of 1.2 years primarily contingent upon realization of the corporate performance conditions.

ESPP

The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. The plan provides for 24-month offering periods beginning in December and June of each year, and each offering period will consist of four six-month purchase periods. The purchase price for each share purchased during an offering period will be the lesser of 85% of the fair market value of the share on the purchase date or 85% of the fair market value of the share on the offering date. As of September 30, 2025, unrecognized stock-based compensation cost related to the ESPP was $18.9 million which is expected to be recognized over a weighted-average period of 1.3 years.

Stock-based Compensation Expense

Total employee and nonemployee stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024, was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenue	$	890	$	1,145	$	2,594	$	2,956
Research and development	70,342		53,663		139,358		124,722
Selling, general and administrative	43,823		33,286		56,937		82,605
Restructuring charges	—		—		—		(1,480)
Total	$	115,055	$	88,094	$	198,889	$	208,803

The Company capitalized stock-based compensation expenses of $16.5 million and $34.8 million for the three and nine months ended September 30, 2025, respectively, and $14.6 million and $34.0 million for the same periods in the prior year, respectively, primarily as part of the cost of inventory.

NOTE 11 – LEASES

The Company has entered into various non-cancellable operating and finance lease agreements for certain of the Company’s offices, manufacturing and warehouse facilities, retail and service locations, equipment and vehicles, worldwide.

In August 2022, the Company entered into a four-year agreement (“Lease Agreement”) to lease land in Casa Grande, Arizona adjacent to our manufacturing facility. The Company classifies this lease as a finance lease because the Lease Agreement contains a purchase option which the Company is reasonably certain to exercise. As of September 30, 2025 and December 31, 2024, assets associated with the finance lease were $79.3 million. As of September 30, 2025 and December 31, 2024, liabilities associated with the finance lease were $78.2 million and $80.0 million, respectively.

Contemporaneously with the execution of the Lease Agreement, the Company entered into a sale agreement, pursuant to which the Company sold certain parcels of land for $31.7 million to the lessor and leased back these parcels of land under the Lease Agreement. The sale of the land and subsequent lease did not result in change in the transfer of control of the land; therefore, the sale-leaseback transaction is accounted for as a failed sale and leaseback financing obligation. The Company recorded $31.7 million of sales proceeds received as a financial liability within other current liabilities in the condensed consolidated balance sheet as of September 30, 2025 and within other long-term liabilities in the condensed consolidated sheet as of December 31, 2024.

The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s condensed consolidated balance sheets (in thousands):


	September 30, 2025		December 31, 2024
Operating leases:
Right-of-use assets	$	227,995	$	211,886

Other current liabilities	$	55,614	$	35,596
Other long-term liabilities	220,718		229,835
Total operating lease liabilities	$	276,332	$	265,431

Finance leases:
Property, plant and equipment, net(1)	$	182,873	$	82,823
Total finance lease assets	$	182,873	$	82,823

Finance lease liabilities, current portion	$	81,633	$	6,788
Finance lease liabilities, net of current portion	101,886		76,096
Total finance lease liabilities(1)	$	183,519	$	82,884

(1) As of September 30, 2025, the Company recorded $96.7 million of finance lease assets and $99.0 million of finance lease liabilities related to certain facility leases assumed in connection with the assets acquisition from Nikola Corporation.

The components of lease expense were as follows within the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating lease expense:
Operating lease expense(1)	$	20,957	$	15,680	$	56,655	$	46,109
Variable lease expense	$	451	$	522	$	1,628	$	1,432

Finance lease expense:
Amortization of leased assets	$	2,232	$	669	$	4,526	$	2,496
Interest on lease liabilities	3,208		1,161		7,143		3,495
Total finance lease expense	$	5,440	$	1,830	$	11,669	$	5,991
Total lease expense	$	26,848	$	18,032	$	69,952	$	53,532

(1) Excluded short-term leases, which were not material.

Other information related to leases where the Company is the lessee was as follows:


	September 30, 2025		December 31, 2024
Weighted-average remaining lease term (in years):
Operating leases	5.5		6.2
Finance leases	10.4		1.6

Weighted-average discount rate:
Operating leases	11.56	%	11.87	%
Finance leases	7.29	%	5.73	%

As of September 30, 2025, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands):


	Operating Leases		Finance Leases
2025 (remainder of the year)	$	18,456	$	2,864
2026	84,929		92,977
2027	62,978		10,677
2028	58,417		9,036
2029	51,829		8,577
Thereafter	104,126		188,406
Total minimum lease payments	380,735		312,537
Less: Interest	(104,403)		(129,018)
Present value of lease obligations	276,332		183,519
Less: Current portion	(55,614)		(81,633)
Long-term portion of lease obligations	$	220,718	$	101,886

As of September 30, 2025, the Company entered into additional leases for facilities that have not yet commenced with undiscounted future lease payments of $27.1 million. The leases are expected to commence in 2026.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Contractual Obligations

As of September 30, 2025 and December 31, 2024, the Company had $1.1 billion and $1.0 billion in commitments related to AMP-1 and AMP-2 plant and equipment, respectively. These commitments represent future expected payments on open purchase orders entered into as of September 30, 2025 and December 31, 2024.

The Company’s non-cancellable long-term commitments primarily related to certain inventory component purchases. As of September 30, 2025, pursuant to the terms of agreements the Company entered into in connection with the supply of lithium-ion battery cells, the Company had remaining minimum purchase commitments of an aggregate of approximately $2.50 billion, calculated using the current base prices, which could vary period-to-period primarily as a result of changes in raw material indexes. The estimated future payments having a remaining term in excess of one year as of September 30, 2025 were as follows (in thousands):


Years ended December 31,	Minimum Purchase Commitment
2025 (remainder of the year)	$	31,136
2026	299,574
2027	389,154
2028	460,056
2029	452,910
Thereafter	926,682
Total	$	2,559,512

Legal Matters

From time-to-time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief.

On April 1, 2022, and May 31, 2022, two alleged shareholders filed putative class actions under the federal securities laws in the United States District Court for the Northern District of California against Lucid Group, Inc. and certain officers of the Company relating to alleged statements, updated projections and guidance provided from late 2021 to early 2022. The two matters were consolidated as In re Lucid Group, Inc. Securities Litigation. The consolidated complaint named Lucid Group, Inc. and the Company’s former chief executive officer and former chief financial officer as defendants, and generally alleged that defendants purportedly made false or misleading statements regarding delivery and revenue projections and related matters between November 15, 2021, and August 3, 2022. Defendants filed a motion to dismiss on February 23, 2023. On August 8, 2024, the Court granted in part and denied in part the motion to dismiss. On September 20, 2024, Plaintiffs filed an amended consolidated complaint, which named the Company and its former chief executive officer as defendants. Defendants filed a motion to dismiss the Amended Consolidated Complaint, in part, on December 6, 2024. On May 22, 2025, the court issued a ruling granting in part and denying in part the defendants’ motion to dismiss. On July 10, 2025, the court issued a Case Management Scheduling Order. On July 25, 2025, Defendants filed an Answer to Plaintiffs’ Amended Compliant.

Nine purported shareholders have filed derivative cases in various courts putatively on behalf of the Company against certain of the Company’s current and former directors based on allegations similar to those in the In re Lucid Group, Inc. Securities Litigation action. These cases raise claims such as a breach of fiduciary duty, unjust enrichment, waste of corporate assets, and aiding and abetting a breach of fiduciary duty. On July 11, 2022, a derivative case raising such claims was filed in the Superior Court of California, Alameda County, and is currently stayed. Between September 2024 and December 2024, three other derivative lawsuits were filed in the Delaware Court of Chancery raising similar claims. Two were consolidated into a single action. On January 29, 2025, February 7, 2025 and August 6, 2025, three other derivative lawsuits were filed in the Northern District of California also raising similar claims. The court has granted the parties stipulation to consolidate and stay the cases. Between February 28, 2025, and March 7, 2025, two other derivative lawsuits raising similar claims were also filed in the United States District Court for the District of Delaware. They were consolidated into a single action and are currently stayed.

On March 25, 2021, the Illinois Automobile Dealers Association, Chicago Automobile Trade Association, Peoria Metro New Car Dealers Association, Illinois Motorcycle Dealers Association, and 241 individual motor vehicle dealers filed an action against the Office of the Illinois Secretary of State (“SOS”), Jesse White, in his official capacity as the Illinois Secretary of State; Lucid USA, Inc. (“Lucid USA”); and other defendants, in the Circuit Court of Cook County, Illinois, County Department, Chancery Division, Case No. 2021CH01438. The suit generally alleges that Illinois law does not permit manufacturers to obtain licenses as motor vehicle dealers. Plaintiffs seek to prevent Lucid from engaging in the sale of motor vehicles directly to consumers. The SOS granted Lucid USA a dealer’s license on June 3, 2021. In December 2022, the Court granted Defendants’ Motion to Dismiss. Plaintiffs subsequently appealed and the decision was affirmed by the First District Appellate Court on August 23, 2024. Plaintiffs filed a petition for further review of the case by the Illinois Supreme Court and the Illinois Supreme Court denied review.

While we have registered and applied for trademarks in an effort to protect our brand and goodwill with customers, competitors or other third parties have previously opposed, currently oppose, and may continue to oppose our trademark applications or otherwise challenge our use of the trademarks and other brand names in which we have invested. Such oppositions and challenges can be expensive and may adversely affect our ability to maintain the goodwill gained in connection with a particular trademark. In addition, we may lose our trademark or be unable to submit specimens of use by the applicable deadline to perfect such trademark rights.

At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably.

Indemnification

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, officers, and certain key employees with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has it been sued in connection with these indemnification arrangements. The Company has indemnification obligations with respect to letters of credit and surety bond primarily used as security against facility leases, utilities infrastructure and other agreements that require securitization. The indemnification obligations were $127.6 million and $72.6 million as of September 30, 2025 and December 31, 2024, respectively, for which no liabilities are recorded in the condensed consolidated balance sheets.

NOTE 13 - INCOME TAXES

The Company’s provision for (benefit from) income taxes for interim periods is determined using its effective tax rate that arise during the period. The Company’s quarterly tax provision is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company does business, the valuation allowance against deferred tax assets, and tax law developments.

The Company’s effective tax rate was 0.0% and 0.2% for the three and nine months ended September 30, 2025, respectively, and 0.0% for the same periods in the prior year, due to minimal profits in foreign jurisdictions and U.S. losses for which no benefit will be realized.

On July 4, 2025, the OBBBA was signed into law, introducing significant changes to the U.S. federal income tax code. The OBBBA included provisions that allow for the immediate expensing of domestic research and development expenses and certain capital expenditures, as well as other changes related to the U.S. taxation of profits derived from foreign operations. Due to the Company’s full valuation allowance on its U.S. deferred tax assets, the related tax impact of the legislation is expected to be immaterial.

NOTE 14 - NET LOSS PER SHARE

Basic and diluted net loss per share attributable to common stockholders are calculated as follows (in thousands, except share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss	$	(978,428)	$	(992,475)	$	(1,884,031)	$	(2,316,724)
Accretion of redeemable convertible preferred stock (related party)	(56,121)		42,838		(620,869)		(107,924)
Net loss attributable to common stockholders, basic	(1,034,549)		(949,637)		(2,504,900)		(2,424,648)
Interest expense on 2026 Notes	—		—		4,283		—
Gain on extinguishment of debt	—		—		(116,360)		—
Net loss attributable to common stockholders, diluted	$	(1,034,549)	$	(949,637)	$	(2,616,977)	$	(2,424,648)

Weighted-average shares outstanding, basic	312,166,297		232,397,154		307,177,163		231,224,933
Dilutive effect of 2026 Notes, using if-converted method	—		—		682,652		—
Weighted-average shares outstanding, diluted	312,166,297		232,397,154		307,859,815		231,224,933

Net loss per share:
Basic	$	(3.31)	$	(4.09)	$	(8.15)	$	(10.49)
Diluted	$	(3.31)	$	(4.09)	$	(8.50)	$	(10.49)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	September 30,
Excluded Securities	2025	2024
Private Placement Warrants to purchase common stock	4,435,000	4,435,000
Options outstanding to purchase common stock	2,126,834	2,884,524
RSUs outstanding	17,821,698	10,150,138
Employee stock purchase plan	2,063,879	1,683,198
If-converted common shares from 2026 Notes	1,752,540	3,673,819
If-converted common shares from 2030 Notes	36,666,630	—
If-converted common shares from Series A redeemable convertible preferred stock	31,810,851	29,101,945
If-converted common shares from Series B redeemable convertible preferred stock	18,932,860	17,320,601
Total	115,610,292	69,249,225

The Capped Call Transactions were also excluded from the computation of diluted net loss per share as they would be anti-dilutive. The 2,803,208 and 1,467,305 shares of common stock equivalents subject to RSUs were excluded from the anti-dilutive table above as the underlying shares remain contingently issuable since the market or corporate and individual performance conditions have not been satisfied as of September 30, 2025 and 2024, respectively.

NOTE 15 - EMPLOYEE BENEFIT PLAN

The Company has a 401(k) savings plan (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer-matching contribution. The matching contribution expense under the Company’s 401(k) Plan was not material for the three and nine months ended September 30, 2025 and 2024.

NOTE 16 - RELATED PARTY TRANSACTIONS

Leases

In February 2022, the Company entered into a lease agreement with KAEC, a related party of the PIF, which is an affiliate of Ayar, for its first international manufacturing plant in Saudi Arabia. The lease has an initial term of 25 years expiring in 2047. The right-of-use asset related to this lease was $4.0 million and $4.2 million as of September 30, 2025 and December 31, 2024, respectively. The lease liability was $6.4 million and $6.1 million as of September 30, 2025 and December 31, 2024, respectively. The right-of-use asset and lease liability were recorded in right-of-use assets and other long-term liabilities in the condensed consolidated balance sheets, respectively. The lease expense recorded for the three and nine months ended September 30, 2025 and 2024 was immaterial.

In July 2023, the Company entered into a lease agreement with King Abdullah Financial District Development and Management Company, a subsidiary of the PIF, which is an affiliate of Ayar, for its corporate office in Saudi Arabia. The lease has an initial term of six years expiring in 2029. The right-of-use asset related to this lease was $1.8 million and $2.0 million as of September 30, 2025 and December 31, 2024, respectively. The lease liability was $2.3 million and $2.4 million as of September 30, 2025 and December 31, 2024, respectively. The right-of-use asset and lease liability were recorded in right-of-use assets and primarily in other long-term liabilities in the condensed consolidated balance sheets, respectively. The lease expense recorded for the three and nine months ended September 30, 2025 and 2024 was immaterial.

SIDF Loan Agreement

In February 2022, Lucid LLC entered into the SIDF Loan Agreement with the SIDF, a related party of the PIF, which is an affiliate of Ayar. Under the SIDF Loan Agreement, SIDF has committed to provide the SIDF Loans to Lucid LLC in an aggregate principal amount of up to SAR 5.19 billion (approximately $1.4 billion); provided that SIDF may reduce the availability of SIDF Loans under the facility in certain circumstances. See Note 6 “Debt” for more information.

MISA Agreements

In February 2022, Lucid LLC entered into agreements with MISA, a related party of the PIF, which is an affiliate of Ayar, pursuant to which MISA has agreed to provide economic support for certain capital expenditures in connection with Lucid LLC’s on-going design and construction of AMP-2. The support by MISA is subject to Lucid LLC’s completion of certain milestones related to the construction and operation of AMP-2. Following the commencement of construction, if operations at the plant do not commence within 30 months, or if the agreed scope of operations is not attained within 55 months, MISA may suspend availability of subsequent support.

Pursuant to the agreements, MISA has the right to require Lucid LLC to transfer the ownership of AMP-2 to MISA, at the fair market value thereof, reduced by an amortized value of the support provided in the event of customary events of default including abandonment or material and chronically low utilization of AMP-2. Alternatively, Lucid LLC is entitled to avoid the transfer of the ownership of AMP-2 by electing to pay such amortized value. The agreements will terminate on the fifteenth anniversary of the commencement of CBU operations at AMP-2 at the latest.

During the year ended December 31, 2023, the Company 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, the Company recorded $97.5 million as a deduction in calculating the carrying amount of the related assets in the 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.

GIB Facility Agreement

In April 2022, Lucid LLC entered into the GIB Facility Agreement with GIB. GIB is a related party of the PIF, which is an affiliate of Ayar. The GIB Facility Agreement provided for two committed revolving credit facilities in an aggregate principal amount of SAR 1.0 billion (approximately $266.1 million).

In March 2023, Lucid LLC entered into an amendment of the 2023 GIB Facility Agreement to combine the Bridge Facility and the Working Capital Facility into a committed SAR 1.0 billion (approximately $266.1 million) 2023 GIB Credit Facility which may be used for general corporate purposes.

In February 2025, Lucid LLC entered into the 2025 GIB Credit Facility maturing on February 24, 2028 to increase the credit facility committed amount from SAR 1.0 billion (approximately $266.1 million) to SAR 1.9 billion (approximately $506.6 million). Loans under the 2025 GIB Credit Facility may be used for general corporate purposes. See Note 6 “Debt” for more information.

Construction Service Contract

Lucid LLC entered into agreements with Al Bawani Company Limited (“Al Bawani”), an affiliate of the PIF, which is an affiliate of Ayar, for certain design and construction services in connection with the development of AMP-2. The capital expenditures incurred to date under these agreements were SAR 1,708.5 million (approximately $455.6 million) and SAR 865.2 million (approximately $230.3 million) as of September 30, 2025 and December 31, 2024, respectively. Amounts due to Al Bawani under these agreements was SAR 244.1 million (approximately $65.1 million) as of September 30, 2025 and was recorded within other current liabilities in the condensed consolidated balance sheet. Net advance payments made to Al Bawani under these agreements was SAR 129.6 million (approximately $34.5 million) as of December 31, 2024, and was recorded within other current assets in the condensed consolidated balance sheet.

Subscription Agreements

In May 2023, the Company entered into the 2023 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 26,569,370 shares of common stock at a price per share of $68.30 in a private placement for aggregate net proceeds of $1.8 billion. In June 2023, the Company issued the shares to Ayar pursuant to the 2023 Subscription Agreement and received aggregate net proceeds of $1.8 billion after deducting issuance costs of $2.0 million.

In March 2024, the Company entered into the Series A Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 100,000 shares of its Series A Redeemable Convertible Preferred Stock for an aggregate purchase price of $1.0 billion in a private placement. Subsequently, in March 2024, the Company issued the shares to Ayar pursuant to the Series A Subscription Agreement and received aggregate net proceeds of $997.6 million after deducting issuance cost of $2.4 million. In August 2024, the Company entered into the Series B Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 75,000 shares of its Series B Redeemable Convertible Preferred Stock for an aggregate purchase price of $750.0 million in a private placement. Subsequently, in August 2024, the Company issued the shares to Ayar pursuant to the Series B Subscription Agreement and received aggregate net proceeds of $749.4 million after deducting issuance costs of $0.6 million. See Note 8 “Redeemable Convertible Preferred Stock” for more information.

In October 2024, the Company entered into the 2024 Subscription Agreement, pursuant to which Ayar agreed to purchase from the Company 37,471,793 shares of common stock in a private placement. In addition, Ayar agreed to purchase an additional 2,147,045 shares of common stock. As of October 31, 2024, the Company consummated the private placement of shares to Ayar pursuant to the 2024 Subscription Agreement, at a price per share of $25.91, for aggregate net proceeds of $1,025.7 million after deducting issuance costs of $0.8 million.

Common stock acquired by Ayar under the 2023 Subscription Agreement, 2024 Subscription Agreement, the Redeemable Convertible Preferred Stock acquired by Ayar under the Series A Subscription Agreement and the Series B Subscription Agreement, and the common stock issuable upon conversion thereof are subject to the Investor Rights Agreement dated February 22, 2021 (as amended from time-to-time, the “Investor Rights Agreement”), which governs the registration for resale of such common stock and the Redeemable Convertible Preferred Stock.

Human Resources Development Fund (“HRDF”) Joint Cooperation Agreements

In March 2023 and July 2025, Lucid LLC entered into joint cooperation agreements with HRDF, a related party of the PIF, which is an affiliate of Ayar. Pursuant to the agreements, Lucid LLC will train and develop local personnel in Saudi Arabia, and HRDF agreed to reimburse the Company training related costs in aggregate maximum amounts of SAR 29.3 million (approximately $7.8 million) and SAR 24.7 million (approximately $6.6 million), respectively.

The Company received payments of SAR 10.9 million (approximately $2.9 million) in cash during the year ended December 31, 2024, and SAR 1.2 million (approximately $0.3 million) and SAR 8.2 million (approximately $2.2 million) in cash during the three and nine months ended September 30, 2025, respectively. The deferred liability balance was nil as of September 30, 2025 and December 31, 2024, and the Company recorded the deferred liability balance as a deduction to operating expenses in the condensed consolidated statement of operations and comprehensive loss. The deduction recorded to operating expenses in the condensed consolidated statement of operations and comprehensive loss was not material for the three and nine months ended September 30, 2025 and 2024.

EV Purchase Agreement

In August 2023, Lucid LLC entered into the EV Purchase Agreement with the Government of Saudi Arabia, a related party of the PIF, which is an affiliate of Ayar, as represented by the Ministry of Finance. The EV Purchase Agreement supersedes the letter of undertaking that Lucid LLC entered into in April 2022. Pursuant to the terms of the EV Purchase Agreement, the Government of Saudi Arabia and its entities and corporate subsidiaries and other beneficiaries (collectively, the “Purchaser”) may purchase up to 100,000 vehicles, with a minimum purchase quantity of 50,000 vehicles and an option to purchase up to an additional 50,000 vehicles during a ten-year period. Under the EV Purchase Agreement, the Purchaser may reduce the minimum vehicle purchase quantity by the number of vehicles set out in any purchase order not accepted by us or by the number of any vehicles that Lucid LLC fails to deliver within six months from the date of the applicable purchase order. The Purchaser also has sole and absolute discretion to decide whether to exercise the option to purchase the additional 50,000 vehicles.

The Company recognized net vehicle sales amount of SAR 128.4 million (approximately $34.3 million) and SAR 261.0 million (approximately $69.6 million) during the three and nine months ended September 30, 2025, respectively, and SAR 171.0 million (approximately $45.6 million) and SAR 500.5 million (approximately $133.4 million) during the same periods in the prior year, respectively. The deferred revenue from the vehicle sales was primarily related to OTA and was recorded within other current liabilities and other long-term liabilities in the condensed consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the deferred revenue balance was not material. The Company recorded amounts due from the Purchaser of SAR 313.6 million (approximately $83.6 million) and SAR 217.6 million (approximately $57.9 million) in accounts receivable, net in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively. See “Vehicle Sales without Residual Value Guarantee” section under Note 2 “Summary of Significant Accounting Policies” for the revenue recognition policies.

Implementation Agreement with Aston Martin

In June 2023, the Company entered into an agreement (the “Implementation Agreement”) with Aston Martin, a related party of the PIF, which is an affiliate of Ayar, under which the Company and Aston Martin have established a long-term strategic technology and supply arrangement. On November 6, 2023, pursuant to the terms of the Implementation Agreement, integration and supply arrangements became effective, under which the Company will provide Aston Martin access to its powertrain, battery system, and software technologies, work with Aston Martin to integrate its powertrain and battery components with Aston Martin’s battery EV chassis, and supply powertrain and battery components to Aston Martin (collectively, the “Strategic Technology Arrangement”). In connection with the commencement of the Strategic Technology Arrangement, the Company received technology access fees in 28,352,273 ordinary shares of Aston Martin (subject to a lock-up provision of 365 days from its issuance) and the first cash installment of $33.0 million. These shares were initially measured at a fair value of $73.2 million. As of September 30, 2025 and December 31, 2024, the Company remeasured the shares and recorded fair values of $31.4 million and $37.8 million within investments in equity securities of a related party in the condensed consolidated balance sheets, respectively. The Company will receive the remaining cash payments of $99 million phased over a period of three years. In connection with the Strategic Technology Arrangement, the Company will also receive an aggregate of $10 million for integration service fees phased over a period of three years, of which the Company received $5.8 million from inception through September 30, 2025. As of September 30, 2025, the Company recorded accounts receivable of $2.8 million. There were immaterial accounts receivable as of December 31, 2024. The Company accounts for technology access, integration service, and supply arrangement as a single performance obligation and recognizes revenue related to technology access and integration service based on estimated units of delivery under the supply arrangement. As of September 30, 2025 and December 31, 2024, the Company recorded $114.8 million and $112.7 million as deferred revenue primarily within other long-term liabilities in the condensed consolidated balance sheets, respectively. Aston Martin has also committed to an effective minimum spend with the Company on powertrain components of $225 million.

DDTL Credit Facility

In August 2024, the Company entered into a $750.0 million five year DDTL Credit Facility with Ayar, which may be used for working capital and general corporate purposes. See Note 6 “Debt” for more information.

Time Deposit

The Company purchases time deposits with GIB from time-to-time. GIB is a related party of the PIF, which is an affiliate of Ayar. As of September 30, 2025 and December 31, 2024, the Company recorded time deposit balance of $50.0 million and $15.0 million within short-term investments, and nil and $20.0 million within long-term investments in the condensed consolidated balance sheets, respectively. See Note 5 “Fair Value Measurements and Financial Instruments” for more information.

Ayar Prepaid Forward Transaction

In connection with the pricing of the 2030 Notes, Ayar entered into a privately negotiated prepaid forward transaction with the Forward Counterparty, pursuant to which Ayar will purchase approximately $430.0 million of the Company’s common stock with delivery expected to occur on or about the maturity date for the 2030 Notes, subject to the ability of the Forward Counterparty to elect to settle all or a portion of the prepaid forward transaction early. The periodic fee incurred associated with the prepaid forward transaction was not material for the three and nine months ended September 30, 2025. See Note 6 “Debt” for more information.

NOTE 17 – SEGMENT REPORTING

The Company operates in one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company’s CODM is its Chief Executive Officer. The Company derives segment revenue primarily from the sale of EVs to customers, and the Company’s reported measure of the segment’s profit or loss is the consolidated net loss reported in the condensed consolidated statements of operations and comprehensive loss. The CODM uses the consolidated net loss for monitoring actual results to assess the Company’s financial performance. The Company’s CODM does not evaluate its reportable segment using asset information.

The disaggregation of the Company’s revenue by geographic area based on the sales location where the sales originated was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
North America(1)	$	288,482	$	147,408	$	729,749	$	417,254
Middle East(2)	38,378		49,651		82,835		144,882
Other international	9,720		2,979		18,476		11,223
Total revenue	$	336,580	$	200,038	$	831,060	$	573,359

(1) United States revenue was $281.9 million and $713.0 million for the three and nine months ended September 30, 2025, respectively, and $145.3 million and $412.2 million for the same periods in the prior year, respectively.

(2) Kingdom of Saudi Arabia revenue was $38.0 million and $81.4 million for the three and nine months ended September 30, 2025, respectively. Middle East represented revenue from Kingdom of Saudi Arabia for the three and nine months ended September 30, 2024.

The following table included information about reported segment revenue, segment profit or loss, and significant segment expenses (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	$	336,580	$	200,038	$	831,060	$	573,359
Less:
Cost of revenue - excluding LCNRV and provision for warranty	(460,578)		(247,048)		(1,092,334)		(761,904)
Cost of revenue - LCNRV	(192,141)		(154,926)		(528,456)		(446,915)
Cost of revenue - provision for warranty	(17,478)		(10,570)		(44,750)		(78,876)
Research and development expenses	(325,305)		(324,371)		(850,390)		(896,168)
Selling, general, and administrative expenses	(283,097)		(233,585)		(752,129)		(657,062)
Restructuring charges	—		(76)		—		(20,304)
Change in fair value of common stock warrant liability	444		(13,748)		18,627		20,845
Change in fair value of equity securities	916		(8,836)		(8,589)		(38,159)
Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party)	(36,375)		(240,250)		356,800		(137,250)
Gain on extinguishment of debt	—		—		116,360		—
Interest income	34,643		50,017		131,170		155,201
Interest expense	(25,571)		(8,478)		(61,203)		(22,652)
Other expense, net	(10,829)		(155)		(4,292)		(6,229)
Benefit from (provision for) income taxes	363		(487)		4,095		(610)
Segment net loss	(978,428)		(992,475)		(1,884,031)		(2,316,724)
Consolidated net loss	$	(978,428)	$	(992,475)	$	(1,884,031)	$	(2,316,724)

Depreciation and amortization expenses were $120.1 million and $329.1 million for the three and nine months ended September 30, 2025, respectively, and $69.5 million and $204.5 million for the same periods in the prior year, respectively.

The long-lived assets by geographic area were as follows (in thousands):


	September 30, 2025		December 31, 2024
United States	$	3,437,986	$	3,314,720
Foreign	542,074		159,778
Total long-lived assets	$	3,980,060	$	3,474,498

NOTE 18 – SUBSEQUENT EVENT

In connection with the preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2025, the Company evaluated subsequent events and concluded there were no subsequent events that required recognition in the condensed consolidated financial statements.

2025 DDTL Credit Facility

On November 4, 2025, the Company entered into the 2025 DDTL Credit Facility to increase the aggregate principal amount from $750.0 million to $1.98 billion. The Company is required to pay a quarterly undrawn fee of 0.50% per annum based on the unutilized portion of the 2025 DDTL Credit Facility.

As of November 5, 2025, the Company had no outstanding borrowings under the 2025 DDTL Credit Facility.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025. This discussion may contain forward-looking statements based upon Lucid’s current expectation, estimates and projections that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors”, in Part II, Item 1A of this Quarterly Report.

Unless otherwise noted, the share, per share, and related information in this Quarterly Report has been retrospectively adjusted to reflect the Reverse Stock Split.

Overview

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.

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.

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.

Beyond the Lucid Air and the Lucid Gravity, we plan to expand our vehicle lineup with the upcoming Midsize platform, which is scheduled for start of production in late 2026. Introducing a new vehicle is challenging and complex, particularly at our accelerated pace, and we are leveraging insights gained from our Lucid Air and Lucid Gravity production ramps while planning for our Midsize production. The highly uncertain macroeconomic environment and swift-moving trade policies further complicate these efforts. In response to this uncertainty, we are diligently working to optimize our supply chain and manufacturing plans.

Recent Developments

Vehicle Production Agreement

On July 16, 2025, we entered into the VPA with Uber under which Uber and its designated fleet operators have agreed to purchase a minimum commitment of 20,000 Lucid Gravity Plus vehicles over a six-year period following the start of production, which is targeted to occur in late 2026. We and Uber will collaborate with Nuro, Inc., as the provider of autonomous driving software, to develop and deploy a fleet of autonomous vehicles to be used as robotaxis on the Uber platform.

Private Placement

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.

Reverse Stock Split

On August 29, 2025, we effected the Reverse Stock Split at a ratio of one-for-ten (1:10) and a corresponding reduction of the authorized shares of common stock, as approved by our Board of Directors and stockholders. The shares of the common stock began trading on a reverse split-adjusted basis at market open on September 2, 2025. See Note 2 “Summary of Significant Accounting Policies” in the notes to the condensed consolidated financial statements in Item 1 of Part I of this Quarterly Report for more information regarding the Reverse Stock Split.

Potential Impact of Adverse Economic Conditions and Trade Policy Uncertainties on our Business

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.

Taken together, adverse economic conditions and uncertainties surrounding trade policies, tariffs and export controls, coupled with supply chain challenges and the potential difficulty of passing costs to consumers or sharing the burden with suppliers, could reduce demand for our products and have a material adverse effect on our business, prospects, results of operations and financial condition. In addition, the deterioration of conditions in the financial markets may limit our ability to obtain external financing to fund our operations and capital expenditures on terms favorable to us, if at all. See “Risk Factors” in Part II, Item 1A of this Quarterly Report for more information regarding risks associated with a global economic downturn or recession, changes or uncertainties in trade policies, or the imposition or proposed imposition of tariffs, including under the captions “A global economic recession, downturn or other adverse economic conditions may have a material adverse impact on our business, prospects, results of operations and financial condition.” and “Changes in U.S. trade policy, including the imposition of or uncertainties surrounding tariffs or revocation of normal trade relations and the resulting consequences, could adversely affect our business, prospects, results of operations and financial condition.”

Key Factors Affecting Our Performance

We believe that our future success and financial performance depend on a number of factors that present significant opportunities for our business, but also pose risks and challenges, including those discussed below and in the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report.

Design and Technology Leadership

We believe that we are positioned to be a leader in the EV market by unlocking the potential for advanced, high-performance, and long-range EVs to co-exist. We designed the Lucid Air and the Lucid Gravity with race-proven battery and powertrain technologies, offering robust performance together with a sleek exterior design and expansive interior space due to our miniaturized key drivetrain components. The Lucid Gravity is a groundbreaking new class of SUV, conceived from the ground up. Enabled by our revolutionary technology, the Lucid Gravity provides the interior space and practicality of a full-size SUV within the exterior footprint of a mid-size SUV. As a result, it provides a sophisticated space for up to seven adults, game-changing versatility, and an unparalleled driving experience.

The Lucid Air and the Lucid Gravity are true software-defined vehicles, designed to improve over time, with OTA software updates and key hardware already in place in the vehicle. This holistic systems approach to the integration of hardware and software is what allows us to provide these value-add updates and is what sets us apart in the automotive industry.

The Lucid Gravity is designed to share components with the Lucid Air where possible, and we continue to evaluate opportunities to apply components developed for the Lucid Gravity to the Lucid Air, further expanding the number of common parts while also enhancing the customer experience in the Lucid Air. We anticipate that all of these measures will enable efficiency in design, engineering, and capital expenditure deployment for the Lucid Gravity. We anticipate continued consumer demand for the Lucid Air based on its luxurious design, high-performance technology, sustainability leadership, and the growing acceptance of and demand for EVs as substitutes for gasoline-fueled vehicles. We also anticipate that these attributes will drive customer demand for the Lucid Gravity, and our future models, including our upcoming Midsize platform.

Direct-to-Consumer Model

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.

Expanding and Improving Manufacturing Capacity and Processes

Achieving commercialization and growth for each generation of our EVs requires us to make significant capital expenditures to scale our production capacity and improve our supply chain processes in the United States and internationally. We expect our capital expenditures to increase as we continue constructing the CBU portion of AMP-2 and expanding AMP-1. The amount and timing of our future manufacturing capacity requirements, and resulting capital expenditures, will depend on many factors, including the pace and results of our research and development efforts to meet technological development milestones, our ability to develop and launch new EVs, our ability to achieve sales and meet customer demand at anticipated levels, our ability to utilize planned capacity in our existing facilities and our ability to enter new markets.

Technology Innovation

We develop in-house battery, powertrain, and software technology, which requires significant capital investment in research and development. The EV market is highly competitive, including both established automotive manufacturers and new entrants. To establish market position and attract customers, we plan to continue making substantial investments in research and development for the commercialization and continued enhancements of the Lucid Air and the Lucid Gravity, the development of our Midsize platform, as well as future generations of our EVs and other products.

Results of Operations

Revenue

The following table presents our revenue for the periods presented (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Revenue	$	336,580	$	200,038	$	136,542	68	%	$	831,060	$	573,359	$	257,701	45	%

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.

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.

Cost of Revenue and Gross Profit (Loss)

The following table presents our cost of revenue for the periods presented (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Cost of revenue	$	670,197	$	412,544	$	257,653	62	%	$	1,665,540	$	1,287,695	$	377,845	29	%

Gross profit (loss)	$	(333,617)	$	(212,506)	$	(121,111)	(57)	%	$	(834,480)	$	(714,336)	$	(120,144)	(17)	%


Gross margin						(99.1)		%				(106.2)		%																(100.4)		%				(124.6)		%

Cost of vehicle sales includes direct parts, materials, shipping and handling costs, allocable overhead costs such as depreciation of manufacturing related equipment and facilities, information technology costs, personnel costs, including wages and stock-based compensation, estimated warranty costs, charges to reduce inventories to their net realizable value, charges for any excess or obsolete inventories, and losses from firm purchase commitments. Cost of vehicle sales also includes depreciation of operating lease vehicles. Manufacturing credits earned are recorded as a reduction to cost of vehicle sales.

Cost of other revenue includes direct parts, material and labor costs, manufacturing overhead, including depreciation of tooling costs, shipping and logistic costs. Cost of other revenue also includes costs associated with providing non-warranty after-sales services and costs for retail merchandise.

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.

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.

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.

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.

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.

Operating Expenses

The following table presents our operating expenses for the periods presented (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Research and development	$	325,305	$	324,371	$	934	—	%	$	850,390	$	896,168	$	(45,778)	(5)	%
Selling, general and administrative	283,097		233,585		49,512		21	%	752,129		657,062		95,067		14	%
Restructuring charges	—		76		(76)		(100)	%	—		20,304		(20,304)		(100)	%
Total operating expenses	$	608,402	$	558,032	$	50,370	9	%	$	1,602,519	$	1,573,534	$	28,985	2	%

Research and Development

Our research and development efforts have primarily focused on the development of our battery and powertrain technology, the Lucid Air, the Lucid Gravity, and future generations of our EVs, including our Midsize platform. Research and development expenses primarily consist of materials, supplies and personnel-related expenses for employees involved in the engineering, designing, and testing of EVs. Personnel-related expenses primarily include salaries, benefits and stock-based compensation. In addition, research and development expenses include prototype material, engineering, design and testing services, and allocated facilities costs, such as office and rent expense and depreciation expense.

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.

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.

Selling, General, and Administrative

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.

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.

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.

Restructuring Charges

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.

Other Income (Expense), net

The following table presents our other income (expense), net for the periods presented (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Other income (expense), net:
Change in fair value of common stock warrant liability	$	444	$	(13,748)	$	14,192	*nm		$	18,627	$	20,845	$	(2,218)	(11)	%
Change in fair value of equity securities of a related party	916		(8,836)		9,752		*nm		(8,589)		(38,159)		29,570		(77)	%
Change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party)	(36,375)		(240,250)		203,875		(85)	%	356,800		(137,250)		494,050		*nm
Gain on extinguishment of debt	—		—		—		*nm		116,360		—		116,360		*nm
Interest income	34,643		50,017		(15,374)		(31)	%	131,170		155,201		(24,031)		(15)	%
Interest expense	(25,571)		(8,478)		(17,093)		202	%	(61,203)		(22,652)		(38,551)		170	%
Other expense, net	(10,829)		(155)		(10,674)		*nm		(4,292)		(6,229)		1,937		(31)	%
Total other income (expense), net	$

Lucid Group, Inc. 10-Q