SCHEDULE 13D/A: Saudi Public Investment Fund Affiliate Boosts Lucid Group Stake with $430 Million Forward Share Purchase

Ayar Third Investment Company, a wholly-owned subsidiary of Saudi Arabia's Public Investment Fund, has entered into a prepaid forward share purchase agreement to acquire an additional 179.17 million shares of Lucid Group, Inc. common stock for $430 million.

Summary

• Ayar Third Investment Company, a wholly-owned subsidiary of the Public Investment Fund (PIF) of Saudi Arabia, has agreed to purchase 179,166,667 shares of Lucid Group Class A common stock.
• The total purchase price for these shares is $430,000,000.80, which implies a price of approximately $2.40 per share.
• Delivery of these shares is scheduled to occur no later than April 1, 2030, subject to certain conditions including optional cash settlement.
• This prepaid forward transaction was executed with Citibank N.A. and is directly connected to Lucid Group's recent pricing of $1,100,000,000 aggregate principal amount of 5.00% convertible senior notes due 2030.
• The transaction is generally intended to facilitate privately negotiated derivative transactions, including swaps, between the forward counterparty and investors in the notes for hedging purposes.
• The settlement of the issuance of the convertible notes occurred on April 8, 2025.
• As of March 31, 2025, the Public Investment Fund (PIF) and its affiliates collectively beneficially own approximately 63.84% of Lucid Group's issued and outstanding Class A Common Stock, based on 3,048,800,731 shares outstanding.

Sentiment

Score: 7

Explanation: The document indicates continued strong financial backing from a major strategic investor (PIF/Ayar) through a significant forward share purchase, which is generally positive for investor confidence. It also confirms the successful settlement of a large convertible notes offering, providing capital to the company. While the implied forward purchase price is low, the overall context is one of ongoing support and capital infusion.

Positives

• The transaction demonstrates continued strong support and long-term commitment from a major strategic investor (PIF/Ayar) in Lucid Group, which can bolster investor confidence.
• The prepaid forward transaction facilitates the successful issuance of $1.1 billion in convertible notes, providing significant capital to Lucid Group for its operations and growth initiatives.
• The structure of the transaction, by facilitating hedging for convertible note investors, can help stabilize the market dynamics around Lucid's stock in relation to the notes.

Risks

• The prepaid forward transaction is subject to the forward counterparty's right to settle its delivery obligations prior to April 1, 2030, and includes optional cash settlement provisions, which could introduce variability in the final share delivery or settlement method.
• The transaction was contingent on the consummation of the $1.1 billion convertible notes offering, indicating a dependency on the successful completion of that capital raise (though it was consummated).

Future Outlook

Ayar Third Investment Company is committed to purchasing an additional 179,166,667 shares of Lucid Group's common stock by April 1, 2030, through a prepaid forward transaction. This indicates a long-term investment horizon and continued strategic support from a major shareholder, aligning with Lucid Group's ongoing capital-raising efforts.

Industry Context

This filing highlights a significant capital markets activity for Lucid Group, an electric vehicle manufacturer. The use of convertible notes and associated hedging mechanisms like prepaid forward transactions are common strategies for growth-stage companies in capital-intensive industries like EV manufacturing to raise funds and manage equity dilution, while also demonstrating continued financial backing from key strategic investors like sovereign wealth funds.

Related Party Transactions

• Ayar Third Investment Company, a wholly-owned subsidiary of the Public Investment Fund (PIF), entered into a prepaid forward share purchase transaction with Citibank N.A. in connection with Lucid Group's convertible notes offering. PIF is a major beneficial owner of Lucid Group.

Stakeholder Impact

• **Shareholders:** The transaction indicates continued long-term commitment from a major shareholder (PIF), potentially boosting investor confidence. The underlying convertible notes offering could lead to dilution upon conversion, but the forward purchase helps manage market dynamics related to hedging.
• **Creditors (Convertible Note Holders):** The prepaid forward transaction is designed to facilitate hedging for investors in the convertible notes, potentially making the notes more attractive and liquid.
• **Company (Lucid Group):** The successful convertible notes offering provides significant capital ($1.1 billion) for operations and growth. The forward purchase agreement with Ayar demonstrates ongoing strategic support.

Next Steps

• Delivery of 179,166,667 shares of Class A common stock to Ayar Third Investment Company no later than April 1, 2030, as per the prepaid forward transaction.

Key Dates

Keywords

Lucid Group, Public Investment Fund, PIF, Ayar Third Investment Company, Convertible Senior Notes, Prepaid Forward Transaction, Share Purchase, Beneficial Ownership, SEC Filing, Schedule 13D, Electric Vehicles, Automotive, Capital Raise, Saudi Arabia