Lucid Motors revealed in two SEC filings late Thursday that its $550 million Series C convertible preferred stock placement with Saudi Arabia’s Public Investment Fund (PIF) carries a 9% compounding payment-in-kind dividend.
The closing pushed the sovereign wealth fund’s beneficial ownership to 56.85% of the premium EV maker.
The filings — a Form 4 from PIF and an Amendment No. 9 to the Schedule 13D from Ayar Third Investment Company — formalized the terms of a financing package that Lucid previously disclosed in announcement form on April 14, 2026.
Ayar Third, a wholly-owned subsidiary of PIF, closed the Series C purchase on April 28, 2026, paying $10,000 per share for 55,000 shares.
The Series C is convertible into approximately 50,850,591 shares of Class A common stock at an initial conversion price of $10.8160 per share.
PIF’s combined beneficial ownership across direct holdings and Ayar’s positions now totals 280,992,324 shares, representing 56.85% of the 390,326,644 shares of common stock outstanding as of April 28.
That figure includes existing Series A and B convertible preferred holdings totaling 53,052,866 conversion-equivalent shares, plus the new Series C and direct holdings.
The combined ownership extends a cumulative PIF commitment to Lucid that stood at approximately $9.55 billion across seven distinct funding phases since 2018.
Dividend Compounds at 9% Annually
The Series C carries a 9% per annum dividend rate, payable in kind through compounding rather than cash, the filings disclosed.
Dividends will compound on the basis of quarterly dividend payment dates on each March 31, June 30, September 30, and December 31, with the first compounding date falling on June 30, 2026.
The dividend rate increases to up to 15% per annum upon certain events of noncompliance relating to a failure by the company to deliver consideration due in connection with a fundamental change or optional redemption.
The Series C ranks senior to common stock with respect to dividends and distributions of assets upon the company’s liquidation, dissolution, or winding up.
Conversion Locked
The Series C is convertible at PIF’s option from time to time after the initial issue date, provided certain price thresholds specified in the Certificate of Designations are met.
Lucid may force conversion only on or after the third anniversary of the initial issue date, and only if the daily volume-weighted average price of the common stock has been at least 200% of the conversion price for at least 20 trading days during any 30 consecutive trading days.
The stock surged by 10.6% on Thursday closing at $6.37.
Lucid may redeem the Series C only on or after the fifth anniversary of the initial issue date, according to the filing.
Ayar agreed not to transfer any Series C shares or shares of common stock issued pursuant to the Series C terms for 12 months after the closing of the Private Placement, subject to certain exceptions.
Voting Cap
The total voting power of Series C holders is subject to a 19.99% voting cap until shareholder approval, the filings disclosed.
The company expects to seek that shareholder approval, with Lucid and Ayar agreeing to cooperate “no later than 18 months following the closing” of the private placement.
The 18-month timeline gives PIF a structured path to removing the cap on its voting rights.
PIF Counted as Director
The Form 4 also disclosed that PIF “may be deemed a director by deputization, as Mr. Alnowaiser, an employee of PIF, serves as a representative of Ayar on the Board of Directors of the Issuer.”
Turqi A. Alnowaiser is co-manager of Ayar alongside Yasir Alsalman and has been Lucid‘s Chairman of the Board since April 2019.
The director-by-deputization framing formally classifies PIF as a director of Lucid for purposes of Section 16 reporting obligations under the Securities Exchange Act of 1934.
Alnowaiser holds 232,427 shares of common stock in his own name, the filings showed, while Alsalman holds 40,145 shares.
DDTL Facility Expanded
In a separate disclosure within the Schedule 13D/A, Lucid revealed in mid-April that it had entered into Amendment No. 2 to its Term Loan Agreement with Ayar.
The amendment increased the aggregate undrawn delayed draw term commitments by $500 million, taking the total of outstanding delayed draw term loans and aggregate undrawn delayed draw term commitments to approximately $2.5 billion.
The amendment “eliminated the minimum liquidity covenant,” the filing said.
It also “removed the requirement that the Company fully utilize the borrowing availability under the ABL Credit Agreement prior to making borrowings under the DDTL Facility.”
The combination of expanded DDTL availability and the removal of the minimum liquidity covenant gives Lucidsubstantially more financial flexibility, with Ayar as the sole lender and administrative agent on the facility.
The DDTL Facility itself dates to a previously disclosed loan agreement that PIF had agreed to expand from $750 million to approximately $2 billion in November 2025.
The Seventh IRA Amendment, also entered on April 28, gives Ayar piggy-back and shelf registration rights covering the Series C and any common stock issued upon conversion.
Prior Capital Raise
The April 14, 2026 announcement disclosed approximately $1.05 billion in total capital, comprising the $300 million public offering, an additional $200 million Uber investment that lifted Uber’s stake to 11.5%, and the $550 million PIF Series C now formally closed.
The announcement did not specify the dividend rate, conversion mechanics, voting cap timing, or DDTL amendment terms now disclosed in Thursday’s filings.
Lucid appointed Silvio Napoli as permanent chief executive officer on the same day as the capital raise announcement, ending a 14-month interim leadership period under Marc Winterhoff.
The company will report first quarter 2026 results on May 5, after the market closes.
