Amendment: SEC Form SCHEDULE 13D/A filed by Lucid Group Inc.

The Public Investment Fund, P.O. Box 6847, Riyadh 11452, Kingdom of Saudi Arabia

PIF is the sovereign wealth fund of the Kingdom of Saudi Arabia. Ayar is a wholly-owned subsidiary of PIF. In its capacity as the parent company and ultimate controlling party of Ayar, PIF beneficially owns, and has both dispositive and voting power over, all of the securities reported herein held by Ayar. Mr. Turqi A. Alnowaiser and Mr. Yasir Alsalman are the co-managers of Ayar, and in such capacity have the authority to vote the securities held by Ayar as reported herein. Neither Mr. Alnowaiser nor Mr. Alsalman has individual dispositive power with respect to any securities held by Ayar, as reported herein, and each disclaims beneficial ownership of the shares held by Ayar, as reported herein. See Item 5.

No

No

The Kingdom of Saudi Arabia

Prepaid Forward Purchase Transaction On November 17, 2025, Lucid Group, Inc. (the "Issuer") announced it had closed an offering of $975,000,000 aggregate principal amount of 7.00% convertible senior notes due 2031 (the "notes"). In connection with the pricing of the notes, Ayar entered into a privately negotiated prepaid forward share purchase transaction (the "prepaid forward transaction") with Citibank N.A. (the "forward counterparty"), pursuant to which Ayar will purchase 37,477,050 shares of Class A common stock, par value $0.0001 per share ("Common Stock") of the Issuer for $636,735,079.50 with delivery of those shares to occur no later than November 1, 2031, subject to the forward counterparty's right to settle its delivery obligations prior to that date and subject to the optional cash settlement provisions of the prepaid forward transaction and the other conditions set forth in the agreement governing the prepaid forward transaction. The prepaid forward transaction is generally intended to facilitate privately negotiated derivative transactions, including swaps, between the forward counterparty or its affiliates and investors in the notes relating to the Issuer's common stock by which investors in the notes will hedge their investments in the notes. The prepaid forward transaction was subject to termination if the issuance of the notes was not consummated. The settlement of the issuance of the notes occurred on November 17, 2025. The description of the prepaid forward transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Forward Stock Purchase Transaction Agreement included as Exhibit 17 hereto.

* PIF directly owns 804,139 shares of Common Stock and has sole voting and dispositive power of such shares. PIF may, pursuant to Rule 13d-3, be deemed to beneficially own the 227,028,440 shares of Common Stock directly owned by Ayar, including 31,810,851 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and 18,932,860 shares of Common Stock issuable upon conversion of the Series B Preferred Stock as of the date hereof, aggregating to a beneficial ownership of 227,832,579 shares. The number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock as of the date hereof reflects increases in the compounded returns on the shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock in accordance with the terms thereof. The Ayar securities and the shares of Common Stock held directly by PIF represent approximately 60.77% of the Issuer's issued and outstanding shares Common Stock. PIF disclaims beneficial ownership of the Ayar securities except to the extent of its pecuniary interest therein. * Ayar directly owns 227,028,440 shares of Common Stock, including the shares of Common Stock issuable upon conversion of the Convertible Preferred Stock as of the date hereof, and has shared voting power over such shares, which represent approximately 60.56% of the Issuer's issued and outstanding shares of Common Stock. * Mr. Alnowaiser, as the co-manager of Ayar, has shared voting power over 227,028,440 shares of Common Stock held by Ayar, including the shares of Common Stock issuable upon conversion of the Convertible Preferred Stock as of the date hereof. In addition, Mr. Alnowaiser has sole voting and dispositive power over 232,427 shares of Common Stock held in his name. Accordingly, Mr. Alnowaiser may be deemed the beneficial owner of an aggregate of 227,260,868 shares of Common Stock, representing approximately 60.62% of the Issuer's issued and outstanding shares of Common Stock. Mr. Alnowaiser disclaims beneficial ownership of any securities held by Ayar. * Mr. Alsalman, as the co-manager of Ayar, has shared voting power over 227,028,440 shares of Common Stock held by Ayar, including the shares of Common Stock issuable upon conversion of the Convertible Preferred Stock as of the date hereof. In addition, Mr. Alsalman has sole voting and dispositive power over 40,145 shares of Common Stock held in his name. Accordingly, Mr. Alsalman may be deemed the beneficial owner of an aggregate of 227,068,586 shares of Common Stock, representing approximately 60.57% of the Issuer's issued and outstanding shares of Common Stock. Mr. Alsalman disclaims beneficial ownership of any securities held by Ayar. The percentages set forth in this Item 5(a) are based on 324,168,457 shares of Common Stock issued and outstanding as of October 30, 2025, as provided by the Issuer. The amounts above do not include any shares deliverable in the future to Ayar pursuant to the prepaid forward transactions reported in Amendment No. 7 or this Amendment No. 8. All share numbers reported herein give effect to the 1-for-10 reverse stock split of Lucid's shares of Class A common stock effective on August 29, 2025. Each of the Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report, except to the extent of any pecuniary interests therein, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Act, or for any other purpose.

See section (a)

Ayar entered into the Forward Stock Purchase Transaction Agreement, agreeing to purchase an aggregate of 37,477,050 shares of Common Stock for $16.99 per share, to be delivered in the future, no later than November 1, 2031.

The response to Item 4 of this Schedule 13D is incorporated by reference herein. Sixth IRA Amendment In connection with the prepaid forward transaction, the Issuer entered into an amendment to the Investor Rights Agreement (the "Sixth IRA Amendment"). Pursuant to the Sixth IRA Amendment, Ayar will be entitled to certain registration rights, including demand, piggy-back and shelf registration rights, with respect to (i) the shares of Lucid's common stock to be delivered to Ayar pursuant to the prepaid forward transaction Ayar entered into in connection with the Issuer's private offering of its 5.00% Convertible Senior Notes due 2030 in April 2025 and (ii) the shares of Lucid's common stock to be delivered to Ayar pursuant to the prepaid forward transaction described in this Amendment No. 8. The description of the Sixth IRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth IRA Amendment included as Exhibit 18 hereto.

17. Forward Stock Purchase Transaction Agreement dated November 11, 2025 between Citibank, N.A. and Ayar Third Investment Company 18. Amendment No. 6 to the Investors Rights Agreement by and among Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto (filed as Exhibit 10.1 to Lucid Group, Inc.'s Current Report on Form 8-K filed with the SEC on November 17, 2025, and incorporated herein by reference).