Lucid Group, Inc.

Filing Date

Dec 15, 2025

Transaction Date

Nov 25, 2025

Accession Number

0001104659-25-121249

Form Type

4

Footnotes

1. (F1)Ayar Third Investment Company ("Ayar") entered into a privately negotiated prepaid forward share purchase transaction with Citibank N.A. (the "forward counterparty"), pursuant to which Ayar will purchase 37,477,050 shares of Class A common stock, par value $0.0001 per share ("Common Stock") of Lucid Group, Inc. ("Lucid") for $636,735,079.50, with delivery of those shares to occur no later than November 1, 2031, subject to the forward counterparty's right to settle its delivery obligations prior to that date The prepaid forward transaction was entered into in connection with the pricing of an offering by Lucid of $975,000,000 aggregate principal amount of 7.00% convertible senior notes due 2031 (the "notes"). The prepaid forward transaction was subject to termination if the issuance of the notes was not consummated. The settlement of the issuance of the notes occurred on November 17, 2025.
2. (F2)All share numbers reported herein give effect to the 1-for-10 reverse stock split of Lucid's shares of Class A common stock effective on August 29, 2025.
3. (F3)Ayar is a wholly-owned subsidiary of Public Investment Fund of Saudi Arabia ("PIF"), and as such PIF may be deemed to beneficially own the shares held by Ayar. In addition, each of Turqi A. Alnowaiser and Yasir Alsalman, co-managers of Ayar, may be deemed to beneficially own the shares owned by Ayar by virtue of shared power to vote the shares. Neither Mr. Alnowaiser nor Mr. Alsalman has any, and each and disclaims, any pecuniary interest in the shares.