UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Underwriting Agreement
On April 14, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”), between the Company and BofA Securities, Inc. (the “Underwriter”), relating to the issuance and sale (the “Offering”) of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for aggregate net proceeds, after expenses, to the Company of approximately $291.5 million. The Underwriter may offer the shares of Common Stock from time to time for sale in one or more transactions on the Nasdaq Global Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Common Stock is being sold pursuant to a prospectus supplement, dated April 14, 2026, and the accompanying prospectus, dated April 14, 2026, each filed with the Securities and Exchange Commission, relating to the Company’s shelf registration statement on Form S-3ASR (File No. 333-295033).
The Company has agreed to indemnify the Underwriter against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended. If the Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriter may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and covenants of the Company.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the Common Stock sold pursuant to the Underwriting Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
A copy of the press release announcing the pricing of the Offering is attached as Exhibit 99.1, and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description |
| 1.1 | Underwriting Agreement, dated April 14, 2026, between Lucid Group, Inc., and BofA Securities, Inc. |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). |
| 99.1 | Press Release, dated April 14, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 14, 2026
| LUCID GROUP, INC. | ||
| By: | /s/ Taoufiq Boussaid | |
| Taoufiq Boussaid | ||
| Chief Financial Officer | ||