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Form 8-K

sec.gov

8-K — Lucid Group, Inc.

Accession: 0001104659-26-094879

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001811210

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2622757d2_8k.htm (Primary)

EX-5.1 — EXHIBIT 5.1 (tm2622757d2_ex5-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2622757d2_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

August 12, 2026

Lucid

Group, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-39408

85-0891392

(State or other jurisdiction

of

incorporation or organization)

(Commission File

Number)

(I.R.S. Employer Identification

No.)

7373

Gateway Boulevard

Newark,

CA

94560

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (510)

648-3553

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

¨    Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 8.01 Other Events.

On August 12, 2026, pursuant to a registration statement and a

related prospectus supplement filed by Lucid Group, Inc. (the “Company”) with the Securities and Exchange

Commission, the Company registered for resale up to (i) 55,000 shares of the Company’s Series C Convertible Preferred

Stock, par value $0.0001 per share (the “Series C Convertible Preferred Stock”), issued to Ayar Third Investment

Company (“Ayar”) in a private placement pursuant to a subscription agreement, dated April 14, 2026, by

and between Ayar and the Company, (ii) 51,651,489 shares of Class A Common Stock, par value $0.0001 per share (“Common

Stock”), which may be issued upon conversion of the Series C Convertible Preferred Stock as of June 30, 2026,

and (iii) 24,038,462 shares of Common Stock issued to SMB Holding Corporation (“SMB”), a subsidiary of

Uber Technologies, Inc., in a private placement pursuant to a subscription agreement, dated April 14, 2026, by and between SMB

and the Company.

The Company is filing a copy of the legal opinion and consent of Skadden,

Arps, Slate, Meagher & Flom LLP as Exhibit 5.1 to this Current Report on Form 8-K to add such exhibit to the Company’s

Registration Statement on Form S-3ASR (File No. 333-282677).

The Company issued a press release announcing the resale registration.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference

into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

99.1

Lucid Press Release Dated August 12, 2026

23.1

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)

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: August 12, 2026

LUCID GROUP, INC.

By:

/s/ Alexander De Bock

Alexander De Bock

Chief Financial Officer

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2622757d2_ex5-1.htm · Sequence: 2

Exhibit 5.1

Skadden,

Arps, Slate, Meagher & Flom llp

525

University Avenue

Palo

Alto, California 94301 FIRM/AFFILIATE

OFFICES

TEL: (650) 470-4500

FAX: (650) 470-4570 BOSTON

www.skadden.com CHICAGO

HOUSTON

LOS

ANGELES

PALO

ALTO

WASHINGTON,

D.C.

WILMINGTON

ABU

DHABI

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO

PAULO

SEOUL

SINGAPORE

TOKYO

TORONTO

August 12, 2026

Lucid Group, Inc.

7373 Gateway Boulevard

Newark, California 94560

Re: Lucid

Group, Inc.

Registration Statement on Form S-3ASR

Ladies and Gentlemen:

We have acted as special United States counsel to

Lucid Group, Inc., a Delaware corporation (the “Company”), in connection with the resale by the selling stockholders

identified in Schedule A hereto (the “Selling Stockholders”) of up to (i) 55,000 shares of the Company’s Series C

Convertible Preferred Stock, par value $0.0001 per share (the “Series C Convertible Preferred Stock”), (ii) 51,651,489

shares of the Company’s Class A Common Stock (the “Conversion Shares”), par value $0.0001 per share (“Common

Stock”), which may be issued upon conversion of the Series C Convertible Preferred Stock as of June 30, 2026, and (iii) 24,038,462

shares of Common Stock (the “Secondary Shares”). We have been advised that (i) the Series C Convertible Preferred

Stock was issued pursuant to a subscription agreement (the “Series C Subscription Agreement”), dated as of April 14,

2026, between the Company and Ayar Third Investment Company, and (ii) the Secondary Shares were issued pursuant to a subscription

agreement, dated as of April 14, 2026, between the Company and SMB Holding Corporation (the “Secondary Shares Subscription

Agreement,” and together with the Series C Subscription Agreement, the “Subscription Agreements”).

Lucid Group, Inc.

August 12, 2026

Page 2

This opinion letter is being furnished in accordance

with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

In rendering the opinions stated herein, we have

examined and relied upon the following:

(a)            the

registration statement on Form S-3ASR (File No. 333-282677) of the Company relating to Common Stock, preferred stock and other

securities of the Company filed on October 16, 2024 with the Securities and Exchange Commission (the “Commission”) under

the Securities Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities

Act (the “Rules and Regulations”), including the information deemed to be a part of the registration statement pursuant

to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration

Statement”);

(b)            the

prospectus, dated October 16, 2024 (the “Base Prospectus”), which forms a part of and is included in the Registration

Statement;

(c)            the

prospectus supplement, dated August 12, 2026 (together with the Base Prospectus, the “Prospectus”), relating to the

offering of the Series C Convertible Preferred Stock, the Secondary Shares and the Conversion Shares, in the form filed with the

Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d)            executed

copies of the Subscription Agreements;

(e)            an

executed copy of a certificate of Brian K. Tomkiel, Chief Legal Officer, General Counsel and Corporate Secretary of the Company, dated

the date hereof (the “Secretary’s Certificate”);

(f)             a

copy of the Company’s Third Amended and Restated Certificate of Incorporation, as amended, certified by the Secretary of State

of the State of Delaware as of August 12, 2026, and certified pursuant to the Secretary’s Certificate as being in effect on

each of the respective dates of the resolutions referred to below and as of the date hereof (the “Amended and Restated Certificate

of Incorporation”);

Lucid Group, Inc.

August 12, 2026

Page 3

(g)            a

copy of the Company’s Second Amended and Restated Bylaws, as amended and certified pursuant to the Secretary’s Certificate

as being in effect on each of the respective dates of the resolutions referred to below and as of the date hereof (the “Bylaws”);

(h)            a

copy of the Company’s certificate of designations of the Series C Convertible Preferred Stock (the “Series C Certificate

of Designations”), certified by the Secretary of State of the State of Delaware as of August 12, 2026, and certified pursuant

to the Secretary’s Certificate; and

(i)             copies

of certain resolutions of the Board of Directors of the Company, adopted on April 9, 2026, certain resolutions of the Special Pricing

Subcommittee of the Pricing Committee thereof, adopted on April 13, 2026, and certain resolutions of the Audit Committee thereof,

adopted on April 13, 2026, certified pursuant to the Secretary’s Certificate (collectively, the “Resolutions”).

We have also examined originals or copies, certified

or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public

officials, certificates of officers or other representatives of the Company, the Selling Stockholders and others, and such other documents

as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness

of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all

documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,

certified or photocopied copies, and the authenticity of the originals of such copies. With respect to our opinion set forth in paragraph

1 below, we have assumed that (i) the Company received the consideration for the Series C Convertible Preferred Stock and the

Secondary Shares set forth in the applicable Subscription Agreements and Resolutions and (ii) each issuance of the Series C

Convertible Preferred Stock and the Secondary Shares has been registered in the Company’s share registry. As to any facts relevant

to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of

officers and other representatives of the Company and the Selling Stockholders and others and of public officials, including the facts

and conclusions set forth in the Amended and Restated Certificate of Incorporation and the Secretary’s Certificate and the factual

representations and warranties set forth in the Subscription Agreements.

We do not express any opinion with respect to the

laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

As used herein, “Organizational Documents”

means those documents listed in paragraphs (f) through (h) above.

Lucid Group, Inc.

August 12, 2026

Page 4

Based upon the foregoing and subject to the qualifications

and assumptions stated herein, we are of the opinion that:

1.              The

Series C Convertible Preferred Stock and the Secondary Shares have been duly authorized by all requisite corporate action on the

part of the Company under the DGCL and have been validly issued and are fully paid and nonassessable.

2.             The

Conversion Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and upon conversion

of the Series C Convertible Preferred Stock into Conversion Shares in accordance with the terms of the Series C Certificate

of Designations, will be validly issued, fully paid and nonassessable.

In addition, in rendering the foregoing opinions

we have assumed that:

(a)            the

Company’s issuance of the Conversion Shares does not and will not and the Company’s issuance of the Series C Convertible

Preferred Stock and the Secondary Shares did not (i) violate any statute to which the Company or such issuance is subject (except

that we do not make this assumption with regard to the DGCL), or (ii) constitute a violation of, or a breach under, or require the

consent or approval of any other person under, any agreement or instrument binding on the Company (except that we do not make this assumption

with respect to the Organizational Documents, the Subscription Agreements or those agreements or instruments expressed to be governed

by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report

on Form 10-K for the year ended December 31, 2025, although we have assumed compliance with any covenant, restriction or provision

with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company contained

in such agreements or instruments), and we have further assumed that the Company will continue to have sufficient authorized shares of

Common Stock; and

(b)            the

Company’s authorized capital stock was at the time of issuance of the Series C Convertible Preferred Stock and the Secondary

Shares as set forth in the Amended and Restated Certificate of Incorporation and the Series C Certificate of Designations and is

as set forth in the Amended and Restated Certificate of Incorporation and the Series C Certificate of Designations, and we have

relied solely on the certified copies thereof issued by the Secretary of State of the State of Delaware and have not made any other inquiries

or investigations.

This opinion letter shall be interpreted in accordance

with customary practice of United States lawyers who regularly give opinions in transactions of this type.

We hereby consent to the reference to our firm under

the heading “Validity Of The Securities” in the Prospectus forming part of the Registration Statement. We also hereby consent

to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed

on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that

we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.

This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you

of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Lucid Group, Inc.

August 12, 2026

Page 5

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom

LLP

BDP

Lucid Group, Inc.

August 12, 2026

Page 6

Schedule A

The Public Investment Fund

SMB Holding Corporation

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622757d2_ex99-1.htm · Sequence: 3

Exhibit 99.1

Lucid Files Resale Prospectus Supplement

NEWARK, Calif., August 12, 2026 -- Lucid

Group, Inc. (Nasdaq: LCID), maker of the world’s most advanced electric vehicles, today announced that it has filed a prospectus

supplement with the Securities and Exchange Commission to register for resale up to (i) 55,000 shares of its Series C Convertible

Preferred Stock, (ii) 51,651,489 shares of its Class A Common Stock that may be issued upon conversion of the Series C

Convertible Preferred Stock as of June 30, 2026, and (iii) 24,038,462 shares of its Class A Common Stock.

No new shares will be issued or sold by Lucid

in connection with this resale prospectus supplement. The shares were registered solely to fulfill Lucid’s contractual obligations

to (i) Ayar Third Investment Company, an affiliate of the Public Investment Fund, with respect to shares of Series C Convertible

Preferred Stock issued to Ayar in a private placement, and (ii) SMB Holding Corporation, a subsidiary of Uber Technologies, Inc.,

with respect to shares of Class A Common Stock issued to SMB in a private placement.

Registration of these shares does not mean that

the holders will offer or sell any of their securities. In fact, SMB is subject to transfer restrictions with respect to its shares until

October 2027, and Ayar is subject to transfer restrictions with respect to its Series C Convertible Preferred Stock and any

shares of Class A Common Stock issuable upon conversion thereof until April 2027. The Series C Convertible Preferred Stock

is also subject to the conversion terms and other conditions set forth in its Certificate of Designations.

This press release does not constitute an offer

to sell or the solicitation of an offer to buy any of Lucid’s securities, nor shall there be any sale of Lucid’s securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction.

About Lucid Group

Lucid (NASDAQ: LCID) is a Silicon Valley-based

technology company focused on creating the most advanced EVs in the world. The award-winning Lucid Air and Lucid Gravity deliver best-in-class

performance, sophisticated design, expansive interior space and unrivaled energy efficiency. Lucid assembles both vehicles in its state-of-the-art,

vertically integrated factories in Arizona and Saudi Arabia. Through its industry-leading technology and innovations, Lucid is advancing

the state-of-the-art of EV technology for the benefit of all.

Investor Relations Contact

investor@lucidmotors.com

Media Contact

media@lucidmotors.com

Forward-Looking Statements

This communication includes “forward-looking

statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform

Act of 1995. 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” or other similar expressions that predict or indicate future events

or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements

regarding the timing of the sale of shares of Lucid’s Series C Convertible Preferred Stock and common stock. Actual events

and circumstances may differ from these forward-looking statements. These forward-looking statements are subject to a number of risks

and uncertainties. Among those risks and uncertainties are market conditions and risks relating to Lucid’s business, including those

factors discussed under the cautionary language and the Risk Factors in Lucid’s Annual Report on Form 10-K for the year ended

December 31, 2025, subsequent Quarterly Reports on Form 10-Q and other documents Lucid has filed or will file with the Securities

and Exchange Commission. If any of these risks materialize or Lucid’s assumptions prove incorrect, actual results could differ materially

from the results implied by 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 Lucid’s expectations, plans or forecasts of future events and views as of the date

of this communication. Lucid anticipates that subsequent events and developments will cause Lucid’s assessments to change. However,

while Lucid may elect to update these forward-looking statements at some point in the future, Lucid specifically disclaims any obligation

to do so. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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