Lucid Group, Inc. has entered into an agreement to issue 55,000 Series C Convertible Preferred Stock at the price of $10,000 per share for the gross proceeds of $550,000,000 and 24,038,462 Class A Common Stock at the price of $8.32 per share for the gross proceeds of $200,000,003.84 for the total aggregates of $750,000,003.84 on a private placement basis on April 14, 2026. The transaction involves the returning investor and company's majority stockholder Ayar Third Investment Company an affiliate of the Public Investment Fund (? PIF ?) for 55,000 Series C preferred stock, SMB Holding Corporation for 24,038,462 Class A shares.

The Convertible Preferred Stock will rank senior to the Common Stock with respect to dividends and distributions of assets upon the Company?s liquidation, dissolution or winding up. The Convertible Preferred Stock will have an initial value of $10,000 per share. Dividends will accrue on the Initial Value of each share of Convertible Preferred Stock at a rate of 9% per annum.

The preferred stock are 100% convertible into 50,850,000 common shares of the company at a conversion price value of $10.8160 per share. On or after the fifth anniversary of the Initial Issue Date, the Company may redeem all or any portion of the Convertible Preferred Stock at a redemption price per share equal to the greater of (a) the Minimum Consideration and (b) an amount equal to the value (calculated based on a twenty (20)-day average daily VWAP) of the number of shares of Common Stock issuable upon conversion at the Conversion Price on such redemption date. The PIF Private Placement is expected to close no later than the 10th business day following the date of the PIF Subscription Agreement and is subject to customary closing conditions.

The SMB Holding Corporation is expected to close on or around April 15, 2026 and is subject to customary closing conditions. Ayar Third Investment Company has agreed, with certain exceptions it will not, for 12 months after the date of the closing of the Private Placement, directly or indirectly transfer any shares of Convertible Preferred Stock or any shares of Common Stock issued pursuant to the terms thereof. Subject to certain exceptions, SMB may not transfer the shares of Common Stock acquired under the Uber Subscription Agreement without the prior written consent of the Company for a period of 18 months after the closing of the Uber Private Placement.