LCID · Lucid Group, Inc.

Lucid Group, Inc. closed a significant $550 million private placement with Ayar Third Investment Company, an affiliate of its majority shareholder Public Investment Fund (PIF) of Saudi Arabia. Ayar acquired 55,000 shares of newly created Series C Convertible Preferred Stock at $10,000 per share, providing immediate non-dilutive capital infusion without immediate common stock issuance. The transaction, initially announced via Subscription Agreement on April 14, 2026, relied on the Section 4(a)(2) exemption from Securities Act registration, enabling rapid execution. Concurrently, Lucid filed the Certificate of Designations with Delaware authorities, establishing the series' terms including 9% annual dividend rate, conversion rights into Class A common stock, and protections like beneficial ownership limitations (9.9% for other investors, unlimited for PIF affiliate Ayar). The Seventh Amendment to the 2021 Investor Rights Agreement extends critical registration rights to Ayar, including shelf and piggyback registrations for both preferred shares and underlying common stock upon conversion. This amendment reflects Ayar's dominant position, holding over 50% of registrable securities. Cross-references to Items 3.02 (unregistered sales), 3.03 (rights modifications), and 5.03 (governance amendments) underscore the multifaceted impact. For investors, this bolsters Lucid's liquidity amid EV sector challenges while deepening ties with its key strategic partner, potentially signaling confidence in long-term growth despite convertible structure's future dilution risk.