Lucid can borrow no more than $750 million under its enlarged loan from Saudi Arabia’s Public Investment Fund (PIF) until it delivers a 12-month cash flow forecast to the lender, a step that cannot take place before January 1, according to the amendment the EV maker filed with the Securities and Exchange Commission (SEC).
The amendment, dated November 5 and attached to Lucid’s third-quarter report, which says the company entered into it that day, adds $1.75 billion to the facility and lifts it to $4.23 billion, of which $2.13 billion is unused.
It also writes three requirements into the agreement that were not there before: the cap, a forecast every month, and advance notice of every draw.
Lucid announced the increase with its results on Monday and did not describe the conditions in its release. They were not mentioned on the earnings call.
The amendment itself was disclosed under “Other Information” in the quarterly report. The two earlier increases were each announced in a separate filing.
“PIF, our anchor shareholder, decided to increase our credit facility, which resulted in $1.75 billion of increased liquidity,” CEO Silvio Napoli said on the call. He called the support “a great sign of trust in the new Lucid leadership team.”
“We are extremely fortunate and privileged to have a solid, thoughtful and at the same time, demanding shareholder as PIF,” he said later, answering an analyst. “I mentioned demanding, and yes, they should be demanding.”
The Cap
The amendment adds one sentence to the section that governs the lender’s commitment. Total borrowings from the amendment’s effective date “through and including the Initial Forecast Delivery Date shall not exceed $750,000,000.”
That date is defined as the first day on or after January 1, 2027, on which Lucid delivers a forecast that meets the new requirements. The first forecast is due by January 15, or later if the lender agrees. The cap covers every borrowing in that period, not only the new money.
Until then, about $1.38 billion of the unused commitment is out of reach, by EV‘s calculation. The $750 million that is available is still about twice the $378.8 million that was left before the increase.
For scale, Lucid’s free cash outflow was $1.04 billion in the third quarter, and it held $948.5 million of cash, cash equivalents and investments at the end of September.
The company has borrowed $2.1 billion under the facility since April, in draws of $500 million on April 1, $800 million on July 6, $400 million on August 24 and $400 million on October 6, according to its filings.
The Forecast
From January, Lucid must deliver a forecast of its consolidated cash flows by the 15th of every month. Each one covers the following 12 months, month by month, and must be “in form and detail reasonably satisfactory” to the lender.
It has to show projected cash receipts and disbursements, projected cash, and the amount and timing of any borrowing Lucid expects to make. It must state “the key assumptions underlying such forecast, including assumptions as to production and delivery volumes, capital expenditures and operating expenses.”
Lucid suspended its public production guidance in May.
Chief Financial Officer Alexander De Bock said on the call that he would not give figures for 2027 yet. Lucid is “committing to give full transparency and guidance in our next earnings call,” he said.
However, he said Lucid expects deliveries to rise in the fourth quarter from the third.
From the second forecast on, each must compare the previous month’s actual cash figures with what Lucid had projected, and explain any material variance.
Every forecast must be “certified by a Financial Officer of the Borrower as having been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time of preparation.”
The certification covers good faith and the reasonableness of the assumptions. It does not require the projections to be met.
The original 2024 credit agreement defines a Financial Officer as the chief financial officer, principal accounting officer, treasurer, controller, vice president for tax and treasury, or a manager with similar responsibilities.
Lucid named Neil Laverty as Chief Accounting Officer and principal accounting officer on November 5, effective this Tuesday. The amendment does not say which officer will sign.
For months that fall in the next fiscal year, Lucid may use one-twelfth of the annual figure in its long-range plan until it adopts a budget for that year. The expected timing of its borrowings cannot be estimated that way and must be a good-faith estimate for each month.
The Notice
The third change slows the path from request to cash. Before it sends a borrowing request, Lucid must give the lender a “Borrowing Review Notice” stating the amount and date of the draw it intends to ask for.
The notice is due ten business days before the request. That falls to five business days when the draw, added to others in the same month, stays within the borrowing Lucid projected for that month in its latest forecast.
During that window the lender “may review” the notice, and Lucid must supply any information it reasonably asks for.
The request that follows cannot exceed the amount in the notice, and a draw made on the shorter notice must fall in the calendar month the notice named. The amendment does not say the lender may refuse a draw on the strength of that review. Each draw remains subject to the original conditions, which are that Lucid’s representations are true and that no default exists.
The 2024 agreement already requires the borrowing request itself ten business days before the money is drawn, a clause the three amendments leave untouched. Read together, the documents put up to 20 business days between the first notice and the funds, or 15 for a draw in line with the forecast.
The agreement also limits the loan to ten separate advances, and amounts repaid cannot be borrowed again. If control of Lucid changes, the lender can require the company to buy back the loans at 120% of principal plus accrued interest.
The Price
Lucid will pay an upfront fee of 1.50% of the increase, or $26.25 million, within 30 days. Its quarterly report records $26.3 million of issuance costs for the amendment.
That is double the rate on the two earlier increases and on the original $750 million facility in 2024. The first, in November 2025, and the second, in April, each carried a fee of 0.75%.
The loan is unsecured and matures on August 4, 2029. The 2024 agreement sets the margin at 5.75 percentage points over term SOFR with a 1.00% floor, which none of the amendments changes, and the weighted average rate on the balance was 9.59% at the end of September.
Lucid also pays 0.50% a year on the unused portion, which comes to about $10.6 million on $2.13 billion, by EV‘s calculation. In October it chose to add $34.4 million of accrued interest to the principal.
Reporting Changes
The reporting clause now holding the forecast, Section 5.01(d), has changed twice this year.
In the original agreement it required a compliance certificate with calculations of liquidity, alongside a minimum liquidity covenant that required Lucid to keep at least $1 billion of liquidity at all times. The only forward-looking document it asked for was an annual operating budget “not requiring information for any subsequent period.”
The April amendment, which added $500 million, deleted the liquidity definition, eliminated the covenant and replaced the clause with the word “reserved.”
It also removed a requirement that Lucid exhaust its bank credit line before drawing on the PIF loan, according to the quarterly report.
Seven months later, the November amendment fills the same clause with the monthly forecast.
Missing a forecast is not among the breaches the agreement treats as an immediate event of default. Under the 2024 text, it becomes one if it is “not remedied or waived within 30 days after the receipt by the Borrower of written notice” from the lender. A certification that proves incorrect is handled the same way where the error can be cured.
The Signatures
De Bock signed for Lucid. Turqi A. Alnowaiser signed for the lender, Ayar Third Investment Company, as its authorized manager.
He signed the 2024 agreement and the April amendment for the lender as well. Lucid’s signature has changed each time, from its interim finance chief in 2024 to its Global Treasurer in April and De Bock now.
Alnowaiser is the Chairman of Lucid’s board and a Deputy Governor of the PIF, according to Lucid’s website. The quarterly report describes Ayar as an affiliate of the PIF and Lucid’s controlling stockholder.
De Bock told analysts on Monday that the increase would have put liquidity at $3.75 billion at the end of the quarter. “This provides us now with liquidity into Q4 2027,” he said.
Lucid’s Monday release says the company expects that level “to fund operations and key investments into Q4 2027, bridging the period through Midsize start of production.”
In December 2025, then-interim Chief Executive Officer Marc Winterhoff had said Lucid was funded until well into 2027.
