LCID 10-Q report for 2025-06-30

Lucid Group, Inc. (LCID) — Form 10-Q for the quarter ended June 30, 2025. Filing confirms reporting status, listing (Nasdaq), and includes partial condensed consolidated balance sheet line items and totals. Shares outstanding at July 30, 2025: 3,072,494,911.

LCID 10-Q report for 2025-06-30 lcid-20250630 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 June 30, 2025 or 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  x Accelerated Filer o Non-accelerated Filer o Smaller Reporting Company o Emerging Growth Company o 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 at July 30, 2025: 3,072,494,911 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 June 3 0 , 2025 and December 31, 2024 (Unaudited) 6 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 3 0 , 2025 and 2024 (Unaudited) 7 Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the Three and Six Months Ended Ju n e 3 0 , 202 5 and 202 4 (Unaudited) 8 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 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 44 Item 3. Quantitative and Qualitative Disclosures About Market Risk 59 Item 4. Controls and Procedures 60 PART II. OTHER INFORMATION Item 1. Legal Proceedings 61 Item 1A. Risk Factors 61 Item 5. Other Information 113 Item 6. Exhibits 113 SIGNATURES 115 2 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, fi Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 Item 3. Quantitative and Qualitative Disclosures About Market Risk 59 Item 4. Controls and Procedures 60 PART II. OTHER INFORMATION Item 1. Legal Proceedings 61 Item 1A. Risk Factors 61 Item 5. Other Information 113 Item 6. Exhibits 113 SIGNATURES 115 2 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, the contemplated reverse stock split, the closing of the private placement with SMB Holding Corporation, 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 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, including rare-earth minerals, 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; 3 • 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; 4 “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; “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. 5 PART I – FINANCIAL INFORMATION Item 1. Financial Statements. LUCID GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share and per share data) June 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 1,795,719 $ 1,606,865 Short-term investments (including $ 35,000 and $ 15,000 associated with a related party as of June 30, 2025 and December 31, 2024, respectively) 1,030,140 2,424,103 Accounts receivable, net (including $ 63,508 and $ 57,909 from a related party as of June 30, 2025 and December 31, 2024, respectively) 125,265 112,025 Inventory 713,269 407,774 Prepaid expenses 63,336 52,951 Other current assets (including nil and $ 34,503 associated with a related party as of June 30, 2025 and December 31, 2024, respectively) 223,391 270,218 Total current assets 3,951,120 4,873,936 Property, plant and equipment, net 3,568,248 3,262,612 Right-of-use assets 235,821 211,886 Long-term investments (including $ 30,000 and $ 20,000 associated with a related party as of June 30, 2025 and December 31, 2024, respectively) 776,677 1,012,223 Other noncurrent assets 306,095 249,443 Investments in equity securities of a related party 31,117 37,831 TOTAL ASSETS $ 8,869,078 $ 9,647,931 LIABILITIES Current liabilities: Accounts payable (including $ 18,010 and nil associated with a related party as of June 30, 2025 and December 31, 2024, respectively) $ 213,656 $ 133,832 Finance lease liabiliti Item 1A. Risk Factors 61 Item 5. Other Information 113 Item 6. Exhibits 113 SIGNATURES 115 2 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, the contemplated reverse stock split, the closing of the private placement with SMB Holding Corporation, 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 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, including rare-earth minerals, 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 wi

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