Filed 2026-03-27 · Period ending 2025-12-31 · 75,724 words · SEC EDGAR
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# Luminar Technologies, Inc./DE (LAZRQ) — 10-K
**Filed:** 2026-03-27
**Period ending:** 2025-12-31
**Accession:** 0001140361-26-011477
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1758057/000114036126011477/)
**Origin leaf:** 52f511b22236ff899e49e8e23b1992ec9738a397b39fd106657af7a57da446d4
**Words:** 75,724
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2025
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to
Commission file number 001-38791
LUMINAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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83-1804317 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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151 Gibraltar Court |
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Sunnyvale |
California |
94089 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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(800) 532-2417
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None (1)
Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, par value $0.0001 per share
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(1) |
On January 23, 2026, the Nasdaq Stock Market LLC (Nasdaq) filed a Form 25 to delist the Class A
Common Stock, par value $0.0001, of Luminar Technologies, Inc. (the Common Stock) from Nasdaq. The deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 days, or
such shorter period as the Securities and Exchange Commission may determine, after the filing of the Form 25. The Common Stock previously began trading on the OTC Pink Market on December 24, 2025 under the symbol LAZRQ. |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $151.6 million as of June 30, 2025 (the last business day of the registrants most recently completed second fiscal quarter)
based upon the closing sale price on The Nasdaq Stock Market reported for such date. Shares of Common Stock held by each officer and director and by each person who may be deemed to be an affiliate have been excluded. This determination of
affiliate status is not necessarily a conclusive determination for other purposes.
As of March 23, 2026, the registrant had 73,698,139
shares of Class A common stock, par value $0.0001 per share and 4,872,578 shares of Class B common stock, par value $0.0001 per share,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
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Page |
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PART I |
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Item 1. Business. |
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Item 1A. Risk Factors. |
10 |
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Item 1B. Unresolved Staff Comments. |
10 |
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Item 1C. Cybersecurity. |
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Item 2. Properties. |
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Item 3. Legal Proceedings. |
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Item 4. Mine Safety Disclosures. |
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PART II |
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Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
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Item 6. [Reserved] |
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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk. |
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Item 8. Financial Statements and Supplementary Data. |
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
91 |
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Item 9A. Controls and Procedures. |
91 |
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Item 9B. Other Information. |
92 |
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
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PART III |
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Item 10. Directors, Executive Officers and Corporate Governance. |
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Item 11. Executive Compensation. |
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
100 |
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Item 13. Certain Relationships and Related Transactions, and Director Independence. |
102 |
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Item 14. Principal Accounting Fees and Services. |
104 |
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PART IV |
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Item 15. Exhibits and Financial Statement Schedules. |
105 |
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Item 16. Form 10-K Summary. |
110 |
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SIGNATURES |
111 |
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[Table of Contents](#TABLEOFCONTENTS)
EXPLANATORY NOTE
On December 15, 2025 and December 31, 2025, as applicable, Luminar Technologies, Inc. (the Company or Luminar) and certain of its subsidiaries (collectively, the Debtors) filed voluntary
petitions (the Bankruptcy Petitions) for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court) thereby commencing
chapter 11 cases (the Chapter 11 Cases).
On December 17, 2025, Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) that Nasdaq had determined to delist the Companys Class A
common stock, par value $0.0001 per share (the Common Stock) in accordance with Nasdaq Listing Rules 5101, 5110(b), and IM 5101-1 as a result of the Companys commencement of voluntary proceedings under the Bankruptcy Code. On December 24, 2025,
the Common Stock was suspended from trading on Nasdaq and on January 23, 2026, Nasdaq filed a Form 25-NSE to delist the Common Stock from Nasdaq. The deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), will be effective 90 days, or such shorter period as the Securities and Exchange Commission (SEC) may determine, after the filing of the Form 25-NSE.
Further, following entry of orders of the Bankruptcy Court pursuant to section 363 of the Bankruptcy Code, (i) on February 2, 2026, the Company completed the previously announced sale of all of the
issued and outstanding shares of the Companys subsidiary, Luminar Semiconductor, Inc. (LSI), to Quantum Computing Inc. (QCi) and (ii) on February 3, 2026, the Company completed the sale of the Companys LiDAR business to MicroVision, Inc.
(MicroVision).
On December 30, 2025, January 29, 2026, February 17, 2026, and February 18, 2026, the Debtors filed with the Bankruptcy Court proposed versions of the Chapter 11 Plan of Liquidation of Luminar
Technologies, Inc. and its Affiliated Debtors and related disclosure statement. On February 18, 2026, the Bankruptcy Court held a hearing to consider approval of the proposed disclosure statement and thereafter entered an order (the Order) with
respect thereto. Following entry of the Order, on February 18, 2026, the Debtors filed the solicitation version of the Third Amended Chapter 11 Plan of Liquidation of Luminar Technologies, Inc. and Its Affiliated Debtors (the Plan, Plan of
Liquidation or Third Amended Plan) and a related Disclosure Statement for the Third Amended Plan (the Disclosure Statement) with the Bankruptcy Court. The Order, among other things, authorized the Debtors to solicit votes to accept or reject the
Third Amended Plan. The Debtors commenced solicitation of the Third Amended Plan on February 23, 2026 and a hearing to consider confirmation of the Third Amended Plan is scheduled to begin on April 1, 2026 in accordance with the Order.
The Third Amended Plan provides for the establishment of a liquidation trust to oversee and implement the liquidation of the Debtors remaining assets (the Liquidation) and distribute the proceeds
thereof to the Debtors stakeholders. The Disclosure Statement describes, among other things, the Third Amended Plan, the Liquidation, the events leading up to the Chapter 11 Cases, the global settlement reached between the Debtors, an ad hoc group
of the Debtors secured noteholders, and the official committee of unsecured creditors appointed in the Chapter 11 Cases, certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the solicitation of votes
to approve the Third Amended Plan from certain of the Debtors creditors, and certain other aspects of the Liquidation.
Although the Debtors intend to pursue the Liquidation in accordance with the terms set forth in the Third Amended Plan, there can be no assurance that the Third Amended Plan will be approved by the
Bankruptcy Court or that the Debtors will be successful in consummating the Liquidation or any other similar transaction on the terms set forth in the Third Amended Plan, on different terms or at all. This Annual Report on Form 10-K (this Form
10-K) is not a solicitation of votes to accept or reject the Third Amended Plan. Any such solicitation is being made pursuant to and in accordance with the Order and applicable law.
The Company has otherwise ceased business operations and is in the process of winding down its remaining operations. Unless specifically noted or the context clearly requires otherwise, all information
set forth in this Form 10-K relates to the Company as it existed as of December 31, 2025, and prior to the sale of substantially all of its assets to QCi and MicroVision (as applicable) and the cessation of its business operations, and does not, and
is not intended and should not be read to, reflect the business, financial condition, and results of operations of the Company after December 31, 2025, including with respect to the bankruptcy proceedings.
[Table of Contents](#TABLEOFCONTENTS)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as outlook,
believes, expects, future, potential, continues, may, will, should, could, seeks, approximately, predicts, intends, plans, estimates, anticipates or the negative version of these words or other comparable words or
phrases, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are subject to a number of factors and uncertainties that could cause the Companys actual results to differ materially
from those expressed in or contemplated by the forward-looking statements. Such factors include, but are not limited to, risks attendant to the bankruptcy process, including the Companys ability to obtain court approval from the Bankruptcy Court
with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, including, without limitation, the Plan; the effects of the Chapter 11 Cases, including increased legal and other professional costs
necessary to execute the Companys liquidation, on the Companys liquidity; the effects of the Chapter 11 Cases on the interests of various constituents and financial stakeholders; the length of time that the Company will be subject to Chapter 11
protection and the continued availability of capital during the pendency of the Chapter 11 Cases; objections to the Companys Plan and liquidation process or other pleadings filed that could protract the Chapter 11 Cases; risks associated with
third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the Companys ability to comply with the restrictions imposed by the terms and conditions of its
financing arrangements; employee attrition and the Companys ability to retain senior management and other key personnel due to the distractions and uncertainties; the Companys ability to maintain relationships with suppliers, customers, employees
and other third parties and regulatory authorities as a result of the Chapter 11 Cases and wind down of operations; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions; finalization of the
Companys annual and quarterly financial statements; risks relating to the delisting of the Common Stock from Nasdaq and trading of the Common Stock on the OTC Markets; the impact of litigation and regulatory proceedings; and those other factors
discussed in the section entitled Item 1A. Risk Factors in this Form 10-K. You should specifically consider the numerous risks outlined in the section of this Form 10-K entitled Item 1A. Risk Factors. Given these risks, uncertainties and other
factors, you should not place undue reliance on these forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or
achievements. We undertake no obligation to update any forward-looking statements made in this Form 10-K to reflect events or circumstances after the date of this Form 10-K or to reflect new information or the occurrence of unanticipated events,
except as required by law.
In addition, statements that we believe and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Form 10-K, and
while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all
potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
[Table of Contents](#TABLEOFCONTENTS)
PART I
ITEM 1. BUSINESS.
Commencing in February 2026 through the date hereof, the Company has sold substantially all of its assets and has ceased business operations, and is in the process of winding down its remaining operations
in accordance with the Third Amended Plan. Unless specifically noted or the context clearly requires otherwise, all information set forth in this Form 10-K relates to the Company as it existed as of December 31, 2025, prior to the sale of
substantially all of its assets and the cessation of its business operations, and does not, and is not intended and should not be read to, reflect the business, financial condition, and results of operations of the Company after December 31, 2025,
including with respect to the bankruptcy proceedings. See Explanatory Note and Risk Factors for more information.
Overview
Luminar is a technology company specializing in advanced Light Detection and Ranging (LiDAR) hardware and software solutions to enable the worlds safest and smartest vehicles. Over the past decade, Luminar has been
developing proprietary LiDAR hardware, core semiconductor components and software in-house to meet the demanding performance, safety, reliability and cost requirements to enable next-generation safety and autonomous capabilities for passenger and
commercial vehicles, as well as other adjacent markets.
The global automotive and mobility sector is increasingly focused on safety and autonomy, specifically next-generation advanced driver assistance systems (ADAS), and highway autonomy for passenger and commercial
vehicles. Our LiDAR technology provides increased situational awareness in a broad range of driving environments through improved and higher confidence detection and planning at all vehicle speeds. Beyond sensor hardware, our product portfolio
expanded to include semiconductor components of our LiDAR that had utility in adjacent markets, and in-development software capabilities such as perception and high-definition 3D mapping and localization.
Bankruptcy Proceedings
On December 15, 2025 and December 31, 2025, as applicable, the Debtors filed the Bankruptcy Petitions for relief under the Bankruptcy Code in the Bankruptcy Court, thereby commencing the Chapter 11 Cases. The Companys
subsidiary, LSI, LSIs subsidiaries and the Companys foreign subsidiaries are not Debtors in the Chapter 11 Cases.
The Company filed the Chapter 11 Cases with the support of the holders of approximately 91.3% of notes under the First Lien Indenture, dated August 8, 2024, by and between the Company and GLAS Trust Company LLC, as
trustee (the notes issued thereunder, 1L Notes or Senior Notes) and the holders of approximately 85.8% of notes under the Second Lien Indenture, dated August 8, 2024, by and between the Company and GLAS Trust Company LLC, as trustee (the notes
issued thereunder, 2L Notes or 2030 Convertible Notes) (collectively, the Ad Hoc Group).
On December 15, 2025, prior to the filing of the Chapter 11 Cases, the Company, LSI, and QCi, entered into a Stock Purchase Agreement (the LSI Stock Purchase Agreement), pursuant to which QCi, the proposed stalking
horse bidder, agreed to acquire all of the issued and outstanding shares of LSI, for a total purchase price of $110.0 million in cash, subject to certain adjustments as contemplated by the LSI Stock Purchase Agreement. The transaction was subject to
Bankruptcy Court approval and other customary closing conditions.
The Debtors have continued to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court. To ensure their ability to maintain operations in the ordinary course of business during the Chapter 11 Cases, the Debtors filed with the Bankruptcy Court certain motions seeking a variety of customary first day relief, including
authority to pay employee wages and benefits, honor customer programs, pay certain critical vendors and suppliers for goods and services, and continue honoring insurance and tax obligations as they come due. To facilitate the transactions
contemplated by the Bankruptcy Petitions, fund the Chapter 11 Cases, and support operations throughout the marketing and sale process, the Ad Hoc Group consented to the Debtors use of cash collateral, including the Debtors use of approximately
$25.0 million of cash on hand as of the Petition Date. The Ad Hoc Groups consent to the Debtors continued use of cash collateral is conditioned on certain terms, including, without limitation, the Debtors adherence to a budget with an agreed upon
variance, regular reporting requirements, and meeting certain milestones in the Chapter 11 Cases.
[Table of Contents](#TABLEOFCONTENTS)
On December 30, 2025, pursuant to a motion filed by the Debtors, the Bankruptcy Court entered an order (the Bidding Procedures Order), which, among other things, approved global bidding procedures, and
authorized the Debtors to solicit bids for the consideration of the highest or otherwise best offer for all or part of the Debtors assets pursuant to section 363 of the Bankruptcy Code. On the same date, the Debtors filed initial proposed versions
of the Chapter 11 Plan of Liquidation of Luminar Technologies, Inc. and its Affiliated Debtors and a related disclosure statement with the Bankruptcy Court. Such Plan of Liquidation provides for the liquidation of the Debtors remaining assets and
the distribution of the proceeds thereof to its stakeholders and was subsequently amended on January 29, 2026, February 17, 2026, and February 18, 2026.
On January 11, 2026, the Company entered into a Purchase Agreement (the Stalking Horse Asset Purchase Agreement) with QCi, as the proposed stalking horse bidder, to acquire
specified assets and assume certain liabilities related to the LiDAR business, for cash consideration of $22.0 million. The transaction was subject to Bankruptcy
Court approval and other customary closing conditions.
On January 26, 2026, the Company held an auction for the LiDAR business pursuant to the bidding procedures approved by the Bankruptcy Court (the Auction). At the conclusion of the Auction, the Company
determined (i) the bid submitted by MicroVision was the highest or otherwise best offer and designated MicroVision as the successful bidder for the Companys LiDAR assets and (ii) the bid submitted by QCi was the second highest or otherwise
second-best offer and designated QCi as the back-up bidder. As a result of the Auction, on January 26, 2026, the Company and MicroVision entered into a Purchase Agreement (the MicroVision Asset Purchase Agreement), pursuant to which, subject to the
terms and conditions set forth therein, MicroVision agreed to acquire specified assets related to the Companys LiDAR business and assume certain liabilities, subject to the Bankruptcy Courts approval, for cash consideration of $33.0 million,
subject to certain adjustments as contemplated by the MicroVision Asset Purchase Agreement.
On February 2, 2026 (the LSI Closing Date), following receipt of Bankruptcy Court approval, the Company completed the sale of all of the issued and outstanding shares of LSI to QCi for $110.0 million in
cash subject to certain adjustments as contemplated by the LSI Stock Purchase Agreement (the Closing Cash Consideration). In accordance with the LSI Stock Purchase Agreement, (i) $11.0 million of the Closing Cash Consideration will be held in a
post-closing escrow account for a period of twelve months, as QCis sole recourse against the Company in the event of a breach of certain representations and warranties and for certain indemnification claims, which could reduce the amount of
available recovery for creditors (ii) the Company has agreed to refrain from competing with LSI and to refrain from soliciting LSIs employees, customers, vendors, suppliers and other business partners (subject to limited exceptions) for a period of
three years following the LSI Closing Date, and (iii) the Company and LSI have granted each other certain mutual non-exclusive licenses to respective intellectual property currently used in the other partys business to ensure freedom to operate
following the LSI Closing Date.
On February 3, 2026, following receipt of Bankruptcy Court approval, the Company completed the sale to MicroVision as contemplated by the MicroVision Asset Purchase Agreement. On February 4, 2026, the
Company delivered written notice to QCi terminating the Stalking Horse Asset Purchase Agreement pursuant to the terms thereof and paid QCi a break-up fee of $0.7 million and reimbursed QCi $0.5 million for its reasonable, out-of-pocket and documented
expenses, in connection with the termination of the Stalking Horse Asset Purchase Agreement.
The Company has otherwise ceased business operations and is in the process of winding down its remaining operations and pursuing confirmation of the Third Amended Plan.
Our Markets
The Society of Automotive Engineers (SAE) defines levels of vehicle automation as follows, which SAE updates from time to time:
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Level 0No Driving Automation: In this level, the human is fully responsible for all dynamic driving tasks (DDT) at all times, even if an active safety
system assists in the task. L0 is defined as driver support features that are limited to warnings or momentary emergency intervention. Examples of warnings include blind spot warning or lane departure warnings. Examples of features with
momentary assistance include automated emergency braking (AEB) and lane keep assist (LKA). |
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[Table of Contents](#TABLEOFCONTENTS)
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Level 1Driver Assistance: In this level, while the human is fully responsible for all DDT at all times, an active safety system may assist by executing either the longitudinal or the lateral
vehicle motion control subtask, and disengages immediately upon driver request. Examples include lane centering support (LCS) or the more widely adopted adaptive cruise control (ACC). These features are viewed as comfort features, easing
the driving load from the driver during extended highway drives. |
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Level 2Partial Driving Automation: In this level, the human is fully responsible for all DDT at all times, even if an active safety system assists in the task. When the controls from an L1 system
are operated by the vehicle simultaneously, such as LCS and ACC, the system is then classified as L2.
The term L2+, while not an officially recognized term, is often used for todays higher capability L2 systems, many of which add a driver monitoring system, such as camera or steering wheel sensing to ensure the human driver remains
engaged, but require that the driver remain attentive at all times. This is considered by safety experts as a challenging phase because the systems may work well for long periods of time, and can lull drivers into trust and complacency. |
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Level 3Conditional Driving Automation: In this level, the automated driving system (ADS) performs the entire DDT while engaged. The driver is
responsible to verify the operational readiness of the ADS, determine whether to engage the system, and becomes the fallback-ready user when the ADS is engaged. The ADS permits engagement and operation only within its operational design
domain (ODD). However, the ODD is often limited to highway applications within certain speed parameters. An example is a traffic jam assist feature that allows the driver to stop paying attention for short periods of time at lower speeds. |
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Level 4High Driving Automation: In this level, the ADS performs the entire DDT while engaged. The driver is responsible to verify the operational
readiness of the ADS, determine whether to engage the system, and becomes a passenger when the ADS is engaged (when physically present in the vehicle). The ADS permits engagement and operation only within its ODD. The ODD is expanded in
this level to include numerous different driving environments, such as highway and urban. |
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Level 5Full Driving Automation: In this level, the ADS performs the entire DDT while engaged. It is the designation for vehicles that, when placed in
automated driving mode, can drive everywhere and in all conditions without human intervention or even occupants. |
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We believe the market is currently segmented in two distinct categories: (1) ADAS (L0 / L1 / L2 / L2+) and (2) autonomous driving, or AD, (L3 / L4 / L5). Within these two segments, we believe the largest near-term
business opportunities exist for technologies that enhance, not replace, the driver, specifically in ADAS (L2+) and conditional highway autonomy applications (L3).
ADAS and Proactive SafetyTM
ADAS standards are primarily driven by both the European and North American markets. The European New Car Assessment Program (NCAP), a voluntary vehicle safety performance assessment program that uses a star safety
rating system, requires a minimum level of crash mitigation functionality such as automatic emergency braking (AEB) (for vehicles, pedestrians, and cyclists), lane keep assist (LKA), speed alert systems and other ADAS features for a vehicle to
have a 5-star rating. Furthermore, we believe the European Union may be moving toward mandates of certain of these advanced functions.
Until recently, the United States was less focused on mandates and instead allowed the U.S. New Car Assessment Program (known as the Stars on Cars program) and designations such as the Insurance Institute for Highway
Safety Top Safety Pick and Top Safety Pick+ to drive adoption of vehicles with ADAS technologies and provide consumers with an understanding of a vehicles crash avoidance capability. In 2020, in conjunction with the National Highway Traffic
Safety Administration (NHTSA), 20 automakers announced a voluntary effort to equip almost all new passenger vehicles sold in the US with a low-speed AEB system, including forward-collision warning, by mid-2023.
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[Table of Contents](#TABLEOFCONTENTS)
In 2024, NHTSA published a Final Rule adopting new Federal Motor Safety Standard No. 127, which mandates advanced higher speed, no-contact AEB and Pedestrian AEB (PAEB) systems on new cars and light trucks. All new
vehicles must comply with all requirements in this Final Rule by 2029. The Federal Motor Carrier Safety Administration (FMCSA) may also follow NHTSAs effort, as FMCSA had also introduced proposed rulemaking in 2023 with NHTSA to mandate AEB in
heavy trucks. These new safety standards will likely require additional hardware and software to meet performance requirements.
With global safety rating programs being the main drivers of adoption and pressure on original equipment manufacturers (OEMs) competing to deliver more safety and comfort features to their customers, we believe it is
reasonable to expect near complete adoption of at least some ADAS functionalities in new vehicles manufactured and sold in developed markets such as Europe, the United States, Japan, and South Korea by 2026. We expect adoption rates to increase
significantly in China as well.
According to the World Health Organization, the number of fatalities globally on roadways still exceeds one million annually and the global macroeconomic costs of vehicle accidents has been estimated at more than $1
trillion globally. While the increasing application of existing ADAS features should help reduce the number of accidents and fatalities, we believe there is significant room for improvement in these technologies. In particular, we believe there is a
significant opportunity to reduce collisions with a capable LiDAR sensing system that increases the quality and reliability of the perception data collected by vehicles and enables improved ADAS functionality in a wider range of environmental
conditions, such as at higher speeds and at night.
We have been developing a turn-key ADAS system known as Proactive SafetyTM, which leverages our core LiDAR hardware and software technologies. Intended functionality for Proactive SafetyTM that is
currently under development includes AEB, automatic emergency steering, and ACC. If implemented, we expect these functionalities to represent a new generation of vehicle safety that enables more accident avoidance rather than merely mitigation of
crash severity.
Highway Autonomy
Our focus since inception has been to enable ubiquitous vehicle safety and autonomy. We view Highway Autonomy, in combination with Proactive SafetyTM, as providing the most value to the end consumer of
vehicles for the foreseeable future. The market appears to be trending in this direction, targeting hands-off and eyes-off operations in a more controlled setting, such as highways, than the highly complex urban environment.
Historically, there was a significant focus on investment and development of Level 4 robo-taxi solutions; however, this is proving to be a much more complex and expensive challenge to solve than many companies
anticipated. As a result, in the past few years, the industry experienced a retrenching of efforts in the robo-taxi space, which we believe validated our focus from the outset on improving ADAS functionality and enabling highway autonomy. We continue
to believe that the passenger vehicles and commercial vehicle sectors focused on L2+/L3 applications will be the greatest source of demand for our products over the next several years.
Passenger Vehicle Market
The passenger vehicle market is very large. The automotive industry is looking to achieve widespread adoption of next-generation safety and autonomous features in all vehicles for the benefits of safety, economics, and
accessibility of transportation.
Commercial Trucking Market
The amount of goods transported by trucking globally continues to rise year-over-year. The application of ADAS technology continues to grow and the interest in autonomy for commercial transport remains high. The business
case for trucking highway autonomy beyond improved safety also includes: lower operating costs, increased vehicle utilization, and more time spent on the road. Although the number of commercial vehicles manufactured annually is a fraction of
passenger vehicles, we believe commercial vehicles require more sensor hardware to enable a similar level of ADAS and autonomous functionalities; for example, 2+ LiDARs per commercial truck versus 1 per passenger vehicle.
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Robo-Taxi Market
The robo-taxi industry remains an area of investment and development by leading technology companies and mainstays from the automotive industry. The timeline for widespread deployment of robo-taxies continues to be
pushed out due to the complexity of the technical requirements, specifically a sensing and compute solution that must anticipate every possible mixed-traffic scenario, as well as the need for regional and federal government support and funding for
infrastructure. With this, there has been a near-term contraction and retrenchment of industry participants in the robo-taxi market. However, we continue to believe the robo-taxi market segment remains an important market for LiDAR, both for
near-term validation and for long-term demand.
Adjacent Markets
Adjacent markets, including but not limited to last mile delivery, aerospace and defense, robotics and security offer additional use cases for which our technology was well suited.
Our Products
The Company has ceased business operations and is in the process of winding down its remaining operations in accordance with the Third Amended Plan. Our former LiDAR and other products are described in further detail
below:
Hardware
Iris: Our Iris LiDAR and variants combine a 1550nm laser, transmitter, and receiver and provided long-range sensing
that we expected to meet OEM specifications for advanced safety and autonomy. This technology provided automotive-grade, efficient, and affordable solutions that were scalable, reliable, and optimal for series production. Our LiDAR sensors were
dynamically configurable dual-axis scan sensors that detected objects up to 600 meters away over a horizontal field of view of 120 and a software configurable vertical field of view of up to 30. This provided high point densities in excess of 200
points per square degree that enabled long-range detection, tracking, and classification over the whole field of view.Iris and its variants were refined to meet the size, weight, cost, power, and reliability requirements of automotive qualified
series production sensors.
Iris and its variants featured our vertically integrated receiver, detector, and application-specific integrated circuit (ASIC) solutions that was developed by our Advanced Technologies & Services (ATS) segment
companiesOptogration, Freedom Photonics, and Black Forest Engineering, collectively referred to as Luminar Semiconductor, Inc. (Luminar Semiconductor or LSI). We referred to the internal development of these key sub-component technologies as our
chip-level up strategy, which we believed gave us a significant advantage in the development of our product roadmap and a competitive moat in the LiDAR industry.
In April 2024, we achieved our start of production (SOP) for Volvo Cars and began delivering our Iris LiDAR sensors for the Volvo EX90.
Luminar Halo: In 2024, we unveiled our next-generation LiDAR product, Luminar Halo, which was being designed for
mass adoption by mainstream consumer vehicles. Building off the same 1550nm laser architecture of Iris, Luminar Halo will incorporate four next-generation chip technologies from Luminar Semiconductor. These advancements were expected to enable a 4x
improvement in performance, a 3x reduction in size, a 2x improvement in thermal efficiency, and more than a 2x improvement in cost. Luminar Halo was being designed to provide backwards system compatibility to existing customers of our Iris LiDAR and
to boast a sleeker integration profile, being under 1 inch in height, under 1 kilogram in weight, and using approximately 10 watts of power consumption.
We recently began transitioning from investing and developing multiple LiDAR hardware products simultaneously to meet different customers needs to a singular technology platform Luminar Halo to meet all customer
requirements. As part of this effort, we discontinued development of our Iris+ product, and essentially all our engineering and development efforts with customers shifted to Luminar Halo, with the intent to further streamline our business model to
drive efficient execution and reduce costs.
Luminar Semiconductor, Inc.
In 2023, we announced the combination of our chip design subsidiary companies, Black Forest Engineering, Optogration, and Freedom Photonics, into a unified entity, Luminar Semiconductor, Inc. Our strategy in bringing
these advanced receiver, laser, and processing chip technologies in-house was to accelerate our LiDAR product roadmap, strengthen our competitive moat, and secure and industrialize our LiDAR supply chain. With these acquisitions, Luminar
Semiconductor aimed to leverage our investment in high-performance, specialized semiconductors beyond LiDAR to power applications for customers across a broad range of sectors from communications to medical to aerospace.
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In 2024, we augmented Luminar Semiconductor with the acquisition of EM4, LLC (EM4), a designer, manufacturer, and seller of packaged photonic components and sub-systems for aerospace and industrial markets, which is
expected to accelerate our strategy to package lasers, detectors, and ASICs.
Operations of Luminar Semiconductor, and the acquired companies Black Forest Engineering, Optogration, Freedom Photonics and EM4 have been included in our ATS segment of reporting since their respective acquisition
dates.
In connection with the February 2, 2026 sale of LSI and certain of its subsidiaries to QCi, Black Forest Engineering became owned directly by Luminar Technologies, Inc.
Software
Software formerly under development includes the following:
Core Sensor Software: Our LiDAR sensors were
configurable and captured valuable information extracted from the raw point-cloud that can be used to promote the development and performance of perception software. Our core sensor software features were being designed to help our commercial
partners to operate, integrate, and control our LiDAR sensors, and enrich the sensor data stream before perception processing.
Perception and Mapping Software: Our perception software was being designed to transform our LiDAR point-cloud data into actionable information about the
environment surrounding the vehicle. This information included classifying static objects, such as lane markings, road surface, curbs, signs and buildings, as well as dynamic objects, such as, other vehicles, pedestrians, cyclists and animals.
Through internal development, as well as the acquisition of certain assets of Solfice (a.k.a. Civil Maps), we expected to be able to utilize our point-cloud data to achieve precise vehicle localization and create and provide continuous updates to a
high-definition 3D map of a vehicles environment.
Driving Functions Software: Driving functions software built on Core Sensor Software and Perception capabilities to deliver control functions for a vehicle
to avoid or mitigate collision. Driving functions were expected to also incorporate data from radars and cameras to enable additional features, such as cross traffic collision avoidance, traffic sign assist, emergency braking, and emergency steering.
Tools/Other: These products included delivery of certain data sets and other information as well as tools that help visualize and configure the sensor,
replay recorded data, and simulate the sensor.
We referred to our full-stack software platform for safety and autonomy that was expected to enable Proactive SafetyTM and highway autonomy for passenger vehicles and commercial trucks as Sentinel.
Substantially all our software products remained in the designing and coding phase of development and have not yet achieved technological feasibility.
Competition
The Company has ceased business operations and is in the process of winding down its remaining operations in accordance with the Third Amended Plan. The market for LiDAR-enabled vehicle features, on- and off-road, is an
emerging one with many potential applications in the development stage. As a result, we faced competition in the LiDAR hardware business from a range of companies seeking to have their products incorporated into these applications. We believed we
held a strong position based on our hardware product performance and maturity, as well as our growing ability to develop deeply integrated software capabilities needed to provide safety and autonomous features to our customers. Historically, we have
also faced competition from Tier 1 suppliers that have pursued various LiDAR investments or partnerships; however, many of these efforts have abated over the past few years, and a number of Tier 1 suppliers have exited or abandoned their LiDAR
development efforts.
The majority of our competitors in the LiDAR hardware space were focused on a lower-performance segment due to limitations of their technology, whereas we remained focused on a high-performance segment, as measured by
Range-X-Resolution, or more specifically the distance up to which objects can be detected by the LiDAR and the point densities of the objects being detected to reliably track and classify them over the most optimal field of view.
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More specifically, all LiDARs utilized a laser with a specific wavelength; each with its own unique physics constraints. Current LiDARs and future roadmaps for LiDARs are primarily 1550nm or 905/940nm. Luminars LiDAR
operates at 1550nm, while most of our LiDAR competitors operate at 9XXnm, and 1550nm offers superior performance over its 9XXnm counterparts in virtually every measure. These include:
Eye Safety: 905nm wavelength lasers operate at a wavelength that is closer to that which is
visible by the human eye, and thus can cause eye damage. 1550nm wavelength lasers, however, can emit 17 times the number of photons into the environment, on average, than is allowed from those below 1000nm (such as, 905nm and 940nm) and still
remain eye safe. This means 1550nm LiDAR has the potential for substantially better resolution and detection range, as compared to a 9XXnm LiDAR.
Inclement Weather: LiDAR wavelength performance in weather is fairly complicated, but on
the whole, 1550nm wavelength performs best overall due to both the eye safety benefit and favorable range degradation physics.
Solar Radiation: Significantly more sunlight reaches the earth at 905nm than at 940nm or
1550nm, meaning the floor for detection of 905nm systems is much higher than its counterparts. As higher levels of sunlight decreases a LiDARs ability to detect objects, 1550nm and 940nm systems have a major sensitivity advantage over 905nm
systems.
Additionally, production of LiDAR used parts developed specifically for the demands of the use case. While 9XXnm LiDAR was built on parts intended for
consumer applications, 1550nm LiDAR leveraged parts intended for aerospace, defense, and telecommunications applications that could be leveraged for automotive applications. In other words, 9XX began with a cost benefit, but had to catch up on
performance and robustness, while 1550nm began with a performance and robustness benefit and had to catch up on cost. Different wavelengths required different semiconductor materials for detection. 9XXnm systems were detected by silicon, a common
single-element selected for its availability due to the infrastructure of the camera semiconductor industry rather than its suitability for use in automotive applications. 1550nm detection required Indium Gallium Arsenide (InGaAs), an alloy
consisting of less readily available materials that ultimately provided superior performance in automotive applications.
Competition within the LiDAR hardware space is also bifurcated between Chinese versus Western companies. The China market and Chinese automakers have generally been earlier adopters of LiDAR technology for integration
into vehicle platforms than automakers in the Western markets. As a result, the Chinese LiDAR companies have enjoyed economies of scale and associated better sensor economics in a way that Western LiDAR companies, including Luminar, was yet to
achieve. However, as LiDAR penetration in the Western market increases, this cost advantage should lessen or dissipate.
Within the automotive autonomy software space, the competitive landscape is still nascent and has primarily been focused on developing Level 4-5 autonomous capabilities for robo-taxi or other applications, as opposed to
active safety or autonomous features for Level 2-3 capabilities in passenger vehicles. Other autonomous software providers include in-house OEM software teams; automotive silicon providers; large technology companies; and newer technology companies
focused on autonomous software. We partnered with certain autonomous software providers to provide our LiDAR and other products into the passenger vehicle, commercial truck, and robo-taxi markets.
Beyond the automotive markets, the adjacent markets, including but not limited to last mile delivery, aerospace and defense, robotics, and security, among others, are highly competitive. There are entrenched incumbents and competitors, including
from China, many of which have low-cost products that are widely available.
Intellectual Property
Our success and competitive advantage were dependent in part upon our ability to develop and protect our core technology and intellectual property. We owned a portfolio of intellectual property, including patents and
registered trademarks, confidential technical information, and expertise in the development of LiDAR technology and software for our end markets.
We filed patent and trademark applications in order to further secure these rights and strengthen our ability to defend against third parties who may infringe on our rights. Additionally, we protected our proprietary
rights through agreements with our commercial partners, supply-chain vendors, employees, and consultants, as well as close monitoring of the developments and products in the industry.
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As of December 31, 2025, we had approximately 230 issued patents and approximately 188 pending patent applications. In addition, as of December 31, 2025, we had approximately 104 registered trademarks and approximately
27 pending trademark applications.
Manufacturing Process
We designed certain critical semiconductor components in-house, including our receiver ASIC and Indium Gallium Arsenide (InGaAs) photodiode.
In 2021, we executed contract manufacturing services agreements to enable series production of our Iris LiDAR sensors with Celestica and Fabrinet, whereby Fabrinet is responsible for assembly and testing of our
transceiver sub-component based on our design and components, and Celestica is responsible for final assembly and testing of our LiDAR sensor including the transceiver from Fabrinet. In 2024, we announced our SOP for our lead customer at the
dedicated manufacturing facility in Mexico, owned and operated by Celestica, and we began shipping production LiDAR sensors.
In 2023, we executed a contract manufacturing services agreement with TPK to build and began operating a high-volume facility in Asia, and we commenced
the process of series production tooling in partnership with TPK at the facility. In 2024, we executed an agreement to establish an engineering center in China, staffed by TPK, to assist with our industrialization efforts, including manufacturing
process design, development and validation, component process verification and validation, supplier development support, system validation, cost analysis, and benchmarking. This expanded partnership with TPK was accretive to our contract
manufacturing relationship, as well as our contract manufacturing relationships with Celestica and Fabrinet.
We continually evaluated opportunities for optimizing our manufacturing and product design processes. In 2024, we commenced an effort to further streamline our sourcing strategy and improve per unit sensor manufacturing
costs, including changing the sourcing and final assembly of certain components from one contract manufacturer to another. This effort included scaled down or production downtime at the dedicated manufacturing facility in Mexico.
Research and Development
Our research and development activities occurred in various locations in the United States, Germany, Sweden, China and India.
Our research and development team was responsible for creating new technologies and expanding LiDAR and perception and mapping software functionality. The team was responsible for ensuring our LiDAR is designed for
manufacturability and testability. The team partnered with our operations and supply chain functions to develop scalable, commercial and reliable manufacturing processes and direct production material procurement.
Sales and Marketing
We used customer feedback to specifically tailor our product and approach to build and expand our relationships with potential commercial partners. In parallel, marketing and communications drove our brand equity and
narrative through ongoing announcements, campaigns, events, speaking opportunities, and public relations efforts.
The automotive value chain characteristically involves research and feasibility studies, followed by long-term product development cycles, including testing and qualification with automakers which can last for several
years. In general, automaker agreements do not guarantee potential volumes, or timing of purchases to their suppliers during product development cycle. Instead, typically, after initial research and feasibility agreements and extensive competitive
negotiations, automakers enter into development agreements that establish collaborations or partnerships to develop and integrate technology into the automakers vehicles or platforms intended for series production, frequently accompanied by
non-recurring engineering (NRE) projects. While these collaboration or partnership agreements provide automakers the right to terminate the relationship without purchasing any production volume, factors such as difficulty of integrating complex
technologies, sunken costs relating to NRE projects, impact on product roadmaps, time to market, and risk of being unable to secure future supply may deter automakers to cancel collaboration or development agreements. Automakers typically only enter
into blanket purchase orders or other definitive supply agreements with binding commitments several months before production is expected to begin.
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Government Regulation
Automotive safety regulation in the area of autonomy is split between two categories: (1) SAE Level 0-2 (including active safety, driver assist, and conditional autonomy); and (2) SAE Level 3-5 (partial
through full autonomy, commonly referred to as higher autonomy). In general, throughout the world, there is a positive legal environment that encourages consumer sale and use of SAE Level 0-2 functionality. The legal environment for SAE Level 3-5
functionality varies, generally encouraging the safe testing and development of higher autonomy functions, but restricting consumer use in personal vehicles and commercial use, as in automated trucking and taxis in many regions.
In the U.S., at both the federal and state level, nearly all SAE Level 0-2 functionality is permitted, while SAE Level 3-5 enjoys a positive environment for on-road testing and development,
but mixed opportunities to deploy in consumer and commercial use. Federal regulation does not prohibit higher levels of autonomy today, but if NHTSA deems an autonomy system unsafe, it would order a recall to remove vehicles from the road. Thus
far, several U.S. states have expressly permitted SAE Level 4-5 levels of autonomy, while many remain silent, and others have laws that limit driverless operation. We believe regulations related to autonomous vehicle technologies will
continue to evolve to remove hurdles as state and federal regulators gain more experience with the technology.
In Europe, China, and the rest of the world, most automotive safety is regulated by a common system under the United Nations Economic Commission for Europe (UN/ECE). Under current UN/ECE standards, SAE
Level 0-2 functionality may be deployed with certain restrictions, such as road type and with driver monitoring, and certain SAE Level 3 systems, such as so-called traffic jam assist systems, may be introduced with speed limitations determined by
the detection range, but higher SAE Level 4-5 functionality is limited to testing only or narrow exceptions. Safety regulators continue to work on standards for higher autonomy, but we expect this development process to be slow. However, China has
increasingly departed from the common UN/ECE standards and is more likely to create its own regulations allowing higher levels of autonomy in the nearer term and has also developed regions and cities for higher levels of autonomy based on local
regulation.
Given the intense work in these regulatory areas, there is a positive environment for deploying our LiDAR technology and Proactive SafetyTM today in SAE Level 0-2 systems. While there is risk that SAE Level
3-5 systems may be delayed by regulation in some countries, we expect a workable path forward over the next several years as a more permissive regulatory and political environment develops.
Employees
As of December 31, 2025, excluding contractors, we had 254 full-time employees primarily in the United States, Germany, Sweden, India and China. None of our employees are
represented by a labor union.
Our human capital resources objectives included, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants, while aiming towards a talented
and diverse workforce. The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the
success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.
Corporate Social Responsibilities and Sustainability
We were committed to active and responsible corporate citizenship. We expected ADAS and automated driving technologies to provide strong social benefits, such as reducing roadway injuries and fatalities, including in
urban areas, making roadways more efficient by reducing commuting times and CO2 emissions, and offering improved productivity.
Available Information
This Form 10-K, along with all other reports and amendments filed with or furnished to the SEC, are publicly available free of charge on our Investor Relations website at https://investors.luminartech.com/ or at
www.sec.gov as soon as reasonably practicable after these materials are filed with or furnished to the SEC. We also use our website as a tool to disclose important information about the company and comply with our disclosure obligations under
Regulation Fair Disclosure. Our governance guidelines, code of conduct, and Board committee charters are also posted on our Investor Relations website. The information on our website (or any webpages referenced in this Form 10-K) is not part of this
or any other report we file with, or furnish to, the SEC.
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ITEM 1A. RISK FACTORS.
The Company has ceased business operations and has sold substantially all of its assets, and is awaiting the Bankruptcy Courts confirmation of the Plan of Liquidation. The Plan will govern how the
remaining value of the Company will be distributed to holders of claims and equity interests in the Company. If the Bankruptcy Court approves the Plan, and the Plan becomes effective, all existing equity interests in the Company will be cancelled for
no value, and investors in our equity securities will lose the entire amount of their investments in accordance with the terms of the Plan of Liquidation.
Following the sale of LSI and our LiDAR assets in early February 2026, the Company has sold substantially all of its assets through the bankruptcy proceedings, has ceased business operations, and is in the process of
winding down its remaining operations. We have a significant amount of indebtedness and other liabilities that are senior to our current shares of Class A common stock in our capital structure, and we expect that all value in the estates will be
distributed to holders of claims on account of such indebtedness and liabilities and that no value will be distributed on account of the Class A common stock under the Plan. Once the Plan is approved by the Bankruptcy Court, all existing investors in
our equity securities will lose the entire amount of their investment.
Delays in the Chapter 11 Cases may increase the costs associated with the Chapter 11 process and may increase the risk that we are unable to obtain court approval of, and ultimately consummate, our
Plan.
Although we have submitted our proposed Plan to the Bankruptcy Court, there can be no assurance as to when, or whether, the Plan will be approved or
consummated. Prolonged proceedings, including any delays in forming the liquidation trust contemplated to the Plan or related to the sales of LSI and/or LiDAR business, could adversely affect cash flows during the wind down period. Extended delays
may also increase administrative and professional costs. If we are unable to obtain confirmation of, and consummate, the Plan, the outcome of the Chapter 11 Cases could be materially different from what is currently contemplated.
We have experienced the departure of a majority of the Companys employees.
We have experienced and will continue to experience significant layoffs and other departures of employees. The departure of a large number of employees significantly impacts our ability to effectively manage our
operations and efficiently wind down, liquidate and dissolve our business and operations.
Our Class A common stock was delisted from Nasdaq and there is no guarantee that our Class A common stock will be regularly traded on the over-the-counter markets prior to the effective date of the
Plan.
As a result of the Chapter 11 Cases, our Class A common stock was delisted and suspended from trading from Nasdaq.
Since December 24, 2025, our Class A common stock is quoted in the over-the-counter (the OTC) market. The OTC market is a significantly more limited
market than Nasdaq, and quotation on the OTC market has, and will continue to, result in a less liquid market for existing and potential holders of the Class A common stock to trade our Class A common stock and could further depress the trading
price of our Class A common stock. OTC securities are frequent targets of fraud or market manipulation, especially because of their generally low prices and/or any misinformation relating to pending bankruptcy proceedings. There is no guarantee
that our Class A common stock will be regularly traded on the OTC market, and accordingly, our Class A common stock may become illiquid even before the cancellation of our Class A common stock in accordance with the terms of the Plan. We can
provide no assurance as to whether broker-dealers will continue to provide public quotes of the Class A common stock on this market, or whether the trading volume of the Class A common stock will be sufficient to provide for an efficient trading
market.
We have in the past and may in the future become involved in legal and regulatory proceedings and commercial or contractual
disputes, which could have an adverse effect on our consolidated financial position.
We are, and may be, from time to time, involved in litigation, regulatory proceedings, and commercial or contractual disputes that may be significant.
See Legal Matters in Note 18, Commitments and Contingencies, of the Notes to consolidated financial statements in this Form 10-K. These matters may
include, without limitation, disputes with our suppliers and customers, intellectual property claims, stockholder litigation, government investigations, class action lawsuits, personal injury claims, environmental issues, customs and value-added
tax disputes, and employment and tax issues. In addition, we have in the past and could face in the future a variety of labor and employment claims against us, which could include but not limited to general discrimination, wage and hour, privacy,
ERISA, or disability claims. In such matters, government agencies or private parties may seek to recover from us very large, indeterminate amounts in penalties or monetary damages (including, in some cases, treble or punitive damages) or seek to
limit our operations in some way. These types of lawsuits could involve substantial legal liability, adverse regulatory outcomes, and/or substantial expenses to defend. Often these cases raise complex factual and legal issues and create risks and
uncertainties. No assurances can be given that any proceedings and claims will not have a material adverse impact on our consolidated financial position or that our established reserves or our available insurance will mitigate this impact.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY.
Cybersecurity Risk Management and Strategy
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item
106(a) of Regulation S-K. These risks include, among other things, operational risks; intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy or security laws and other litigation and legal risk; and
reputational risks. These risks affect us, as well as our suppliers, customers, and ultimately their consumers.
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We also maintain an incident response plan to coordinate the activities we take to protect against, detect, respond to, and remediate cybersecurity
incidents, as such term is defined in Item 106(a) of Regulation S-K, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
We have implemented several cybersecurity processes, technologies, and controls to aid in our efforts to identify, assess, and manage material risks, as
well as to test and improve our incident response plan. Our approach includes, among other things:
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adoption of frameworks established by the National Institute of Standards and Technology (NIST) and International Organization for Standardization (ISO) for a flexible, tailored, and risk-based approach
to cybersecurity, helping to ensure a continuous process of identifying, protecting, detecting, responding, and recovering from cyber incidents; |
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alignment with ISO 21434 (automotive security) and ISO 27001 (information security management) standards, addressing cybersecurity aspects of automotive products and the broader information security
management system to establish, implement, maintain, and continually improve confidentiality, integrity, and availability, as well as meeting the cybersecurity standards and product requirements established by our OEM customers; |
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conducting regular network and endpoint monitoring, vulnerability assessments, and penetration testing to improve our information systems; |
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providing cybersecurity training programs for employees, management, and directors, including conducting periodic phishing tests to promote awareness for all employees and all contractors with access to
corporate email systems; |
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leveraging industry best practices for incident handling to help identify, protect, detect, respond, and recover when there is an actual or potential cybersecurity incident, and participating in an industry
information sharing and analysis center; |
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employing threat intelligence monitoring processes to model, research, and respond to cyber threats in a proactive manner; |
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closely monitoring emerging data protection laws and implementing changes to our processes accordingly; |
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undertaking a periodic review of public-facing policies and statements related to cybersecurity; |
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carrying information security risk insurance that may provide some protection against the potential losses arising from a cybersecurity incident; and |
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tracking key performance indicators pertaining to cybersecurity incidents, response and recovery, vulnerabilities, and risks. |
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These approaches vary in maturity across the business and we work to continually improve them.
Our process for identifying and assessing material risks from cybersecurity threats operates alongside our broader overall enterprise risk management assessment process, covering all company risks. As part of this process, appropriate disclosure personnel will collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations.
We conduct regular internal reviews of our cybersecurity program which are overseen by our executive management, and material issues are presented to the
Board of Directors. Our cybersecurity department also participates as part of our regular quarterly Disclosure Committee to review risks requiring disclosures in financial reporting.
Our processes also address oversight and identification of cybersecurity threat risks from our use of third-party service providers, including those in our supply chain. This involves, among other things, conducting pre-engagement risk-based diligence and ongoing monitoring as needed. We also engage third-party service providers from time to time to assist in risk assessment and implementation of monitoring tools, and we review our cybersecurity controls with auditors.
Our business strategy, results of operations, and financial condition have not been materially affected by cybersecurity risks, threats, or incidents in the past, and the expenses we have incurred from cybersecurity incidents were immaterial. This includes penalties and settlements, of which there were none.
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Cybersecurity Governance
Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board and management.
The Audit Committee of our Board (Audit Committee) is responsible for the oversight of cybersecurity, including assessment, prevention, detection, and remediation of cyber risks, threats, and incidents. Multiple times per year, the Audit Committee receives an overview from management of our cybersecurity threat risk management and strategy processes, covering topics such as data security posture, results from third-party assessments, progress towards predetermined risk-mitigation-related goals, our incident response plan, and cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks. In such sessions,
the Audit Committee generally receives materials, including a cybersecurity scorecard and other materials, indicating
current and emerging cybersecurity threat risks, and describing the Companys ability to mitigate those risks. Members of the Audit Committee also regularly engage in ad hoc conversations with management on cybersecurity-related matters and news
events and discuss any updates to our cybersecurity risk management and strategy programs. When incidents occur, depending on the nature and severity, the Audit Committee Chair is notified immediately, and incidents are further reviewed
periodically with the Audit Committee. Material cybersecurity matters are also periodically reviewed with the full Board of Directors.
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ITEM 2. PROPERTIES.
Information concerning our principal leased properties as of December 31, 2025 and prior to the sale of LSI and the LiDAR business is set forth below:
|
Location |
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Principal Use |
|
Square Footage |
|
Lease Expiration Date |
|
|
Orlando, Florida |
|
Corporate headquarters, manufacturing, and administrative functions |
|
67,883 |
|
6/30/2026 |
|
|
Orlando, Florida |
|
Testing |
|
207,487 |
|
3/31/2028 |
|
|
Mexico |
|
Manufacturing |
|
220,873 |
|
8/31/2032 |
|
|
Sunnyvale, California |
|
Research and development and administration functions |
|
13,617 |
|
3/31/2028 |
|
|
Santa Barbara, California |
|
Semiconductor research and development |
|
20,337 |
|
11/30/2026 |
|
|
Colorado Springs, Colorado |
|
Semiconductor research and development |
|
8,126 |
|
3/31/2028 |
|
|
Cranbury, New Jersey |
|
Semiconductor research and development |
|
16,464 |
|
3/14/2028 |
|
|
Bedford, Massachusetts |
|
Manufacturing, engineering and administrative functions |
|
19,332 |
|
8/31/2028 |
|
|
Wilmington, Massachusetts |
|
Semiconductor fabrication |
|
7,573 |
|
1/30/2030 |
|
|
Bloomington, Minnesota |
|
Product design and engineering |
|
25,953 |
|
4/30/2029 |
|
|
Germany |
|
Research and development |
|
17,405 |
|
3/15/2029 |
|
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India |
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Research and development and administration functions |
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8,000 |
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9/14/2029 |
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ITEM 3. LEGAL PROCEEDINGS.
Information with respect to this item may be found under the heading Legal Matters in Note 18, Commitments and
Contingencies, of the Notes to consolidated financial statements in this Form 10-K, which information is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our Class A common stock is currently quoted on the OTC Pink Market under the symbol LAZRQ.
Holders
As of March 23, 2026, there were 313 holders of record of our Class A common stock and one holder of record of our Class B common
stock. The number of record holders is based upon the actual number of holders registered on our books at such date and does not include holders of shares in street name or persons, partnerships, associations, corporations, or other entities
identified in security position listings maintained by depository trust companies.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings and will not pay any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6. RESERVED.
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[Table of Contents](#TABLEOFCONTENTS)
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You should read the following discussion and analysis of our financial condition and results of operations together with the historical audited annual consolidated financial statements as of and for
the years ended December 31, 2025 and 2024, and the related notes thereto that are included elsewhere in this Form 10-K. This discussion may contain forward-looking
statements based upon expectations that involve risks and uncertainties. Our actual results will differ materially from those anticipated in these forward-looking statements as a result of various factors, including our bankruptcy, and as those set
forth under the Explanatory Note, Cautionary Note Regarding Forward-Looking Statements, Risk Factors and in other parts of this Form 10-K.
Discussion regarding our financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 is included in Item 7 of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 28, 2025.
Overview
We are a technology company specializing in advanced Light Detection and Ranging (LiDAR) hardware and software solutions to enable the worlds safest
and smartest vehicles. Over the past decade, we developed proprietary LiDAR hardware, core semiconductor components, and software in-house to meet the demanding performance, safety, reliability, and cost requirements to enable next-generation
safety and autonomous capabilities for passenger and commercial vehicles, as well as other adjacent markets.
Beyond sensor hardware, our product portfolio expanded to include semiconductor components of our LiDAR that had utility in adjacent markets, in-development software capabilities such as perception and high-definition
3D mapping, certain data sets and other information. Substantially all of our software products had not achieved technological feasibility or had been commercialized.
Industrialization Update
We have typically entered into contract manufacturing services agreements with manufacturers, including Celestica and Fabrinet, to enable series production of our Iris LiDAR sensors through the assembly and testing of
our transceiver sub-component based on our design and components and final assembly and testing of our LiDAR sensor, including the transceiver. On November 1, 2025, Celestica sent to us a notice of termination of the master services agreement and
equipment and tooling agreement between Celestica and a subsidiary of the Company. Following commencement of our Chapter 11 Cases we have been evaluating our alternatives with respect to our arrangements with Celestica, including entering into a new
agreement or transitioning our LiDAR sensor testing and assembly process to an alternative manufacturer. See Recent Developments and Business UpdateCelestica Update below. We also had a partnership with TPK Group, whereby we established an
engineering center in China, staffed by TPK, to assist with our industrialization efforts, including manufacturing process design, development and validation, component process verification and validation, supplier development support, system
validation, cost analysis, and benchmarking.
We continuously evaluated opportunities for optimizing our manufacturing and product design processes, including evaluating our sourcing strategies to reduce future per unit sensor manufacturing costs. In 2023, we
commenced a change in sourcing of certain sub-assemblies and components from one supplier to anotherand our expected transition to new suppliers has essentially been completed. In 2024, we commenced a change
in sourcing of final assembly of components from one contract manufacturer to another. This effort included taking scaled down or production downtime at the dedicated manufacturing facility in Mexico.
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Recent Developments and Business Updates
Debt Exchanges
In March 2025, we entered into separate, individually negotiated private exchange agreements with certain holders of our 1.25% Convertible Senior Notes due 2026 (the 2026
Convertible Senior Notes) to exchange $18.2 million aggregate principal amount of 2026 Convertible Senior Notes (the March 2025 Exchanged Notes) for newly issued shares of our Class A common stock, plus, in certain circumstances, cash in respect
of accrued and unpaid interest on the March 2025 Exchanged Notes (such exchanges, collectively, the March 2025 Exchange Transactions). We canceled the March 2025 Exchanged Notes received in the March 2025 Exchange Transactions. The March 2025
Exchange Transactions settled in four consecutive daily tranches, each for approximately $4.6 million aggregate principal amount of March 2025 Exchanged Notes, commencing on March 25, 2025. As of March 28, 2025, which was the final settlement date of
the March 2025 Exchange Transactions, we had issued an aggregate of 1,951,819 shares of Class A common stock in the March 2025 Exchange Transactions. We did not receive any cash proceeds from the March 2025 Exchange Transactions. See Note 10, Debt, to our consolidated financial statements included in this Form 10-K for more detail.
In May 2025, we entered into separate, individually negotiated private exchange agreements and private repurchase agreements with certain holders of our 2026 Convertible Senior Notes to exchange $6.2 million aggregate
principal amount of 2026 Convertible Senior Notes (the May 2025 Exchanged Notes) for an aggregate of 1,098,931 newly issued shares of our Class A common stock (the May 2025 Exchange Transactions) and repurchase $43.8 million aggregate principal
amount of 2026 Convertible Senior Notes (the Repurchased Notes) for an aggregate of $30.3 million in cash (the Repurchase Transaction), in each case, inclusive of accrued and unpaid interest on the May 2025 Exchanged Notes and Repurchased Notes.
See Note 10, Debt, to our consolidated financial statements included in this Form 10-K for more detail.
Series A Purchase Agreement
In May 2025, we entered into a securities purchase agreement (the Series A Purchase Agreement) with certain institutional accredited investors, pursuant to which the Company may issue and sell, in a series of
registered direct offerings, up to an aggregate of 200,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share, with a stated value of $1,000 per share (the Series A Preferred Stock), to the investors at a purchase price of
$960.00 per share. The initial offering for 35,000 shares of Series A Preferred Stock closed on May 22, 2025, following the satisfaction or waiver of certain closing conditions set forth in the Series A Purchase Agreement. We recorded $33.6 million
proceeds, before deducting placement agent fees and other offering expenses. At the closing, we also issued the lead investor 505,051 shares of our Class A common stock as a commitment fee pursuant to the Series A Purchase Agreement.
From May 2025 through October 2025, holders of the Companys Series A Preferred Stock converted an aggregate of additional35,000shares of Series A
Preferred Stock into14,302,063shares of Class A common stock. As a result, all Series A Preferred Stock have been converted to Class A common stock.
Debt Conversions
Through the twelve months ended December 31, 2025, we received notices from note holders of Series 2 (the Series 2 Notes) of the 2L Notes to convert the principal amount of
$2.5 million of Series 2 Notes, upon which we issued 202,019 shares of Class A common stock on a reverse split-adjusted basis to settle such conversion of the Series 2 Notes.
Missed Interest Payments and Forbearance Agreements
On October 15, 2025, we did not make the quarterly interest payments due on such date (the October 15 Interest Payments) in respect of our 2L Notes. Under the terms of the indenture governing the 2L
Notes (the 2L Indenture), the failure to make the October 15 Interest Payments on the due date did not constitute an event of default under the 2L Indenture; however, the non-payment became an event of default under the 2L Indenture and the
indenture governing our 1L Notes (the 1L Indenture) upon our failure to make the October 15 Interest Payments within the permitted 15-day grace period.
On October 30, 2025, the Company entered into further forbearance agreements (the First Forbearance Agreements), with an ad hoc group of holders (the Initial Forbearing Noteholders) of the Companys
1L Notes and 2L Notes, beneficially owning, collectively, approximately 94.5% of the 1L Notes and approximately 89% of the 2L Notes. Pursuant to the First Forbearance Agreements, the Initial Forbearing Noteholders agreed to forbear from exercising
any of their rights and remedies under the 1L Indenture and 2L Indenture, as applicable, and applicable law originally until November 6, 2025 (the First Forbearance Period) as a result of the Companys failure to make the October 15 Interest
Payments.
On November 6, 2025, the Company entered into further forbearance agreements (the Second Forbearance Agreements), with certain of the Initial Forbearing Noteholders (the Extending Forbearing
Noteholders), beneficially owning, collectively, approximately 91.3% of the 1L Notes and approximately 85.8% of the 2L Notes. Pursuant to the Second Forbearance Agreements, the Extending Forbearing Noteholders agreed to extend the First Forbearance
Period through November 12, 2025 (the Second Forbearance Period) in exchange for agreeing to pay the fees of advisors to the Initial Forbearing Noteholders and continued good-faith negotiations related to certain other fees and expenses payable to
the Extending Forbearing Noteholders in connection with future forbearance agreements.
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On November 12, 2025, the Company entered into further forbearance agreements (the Third Forbearance Agreements), with the Extending Forbearing Noteholders. Pursuant to the Third Forbearance Agreements,
the Extending Forbearing Noteholders agreed to extend the Second Forbearance Period through November 24, 2025 (the Extended Forbearance Period) in exchange for certain ongoing reporting obligations and the Companys entry into confidentiality
agreements with the Extending Forbearing Noteholders.
On November 15, 2025, the Company elected not to make the quarterly interest payments due on such date (the November 15 Interest Payments) in respect of its 1L Notes. Under the terms of the 1L Indenture
governing the 1L Notes, the failure to make the November 15 Interest Payments on the due date did not constitute an event of default under the 1L Indenture; however, the non-payment became an event of default under the 1L Indenture and the 2L
Indenture upon our failure to make the November 15 Interest Payments within the permitted 15-day grace period.
On November 25, 2025, the Company entered into further forbearance agreements (the Fourth Forbearance Agreements), with the Extending Forbearing Noteholders. Pursuant to the Fourth Forbearance
Agreements, the Extending Forbearing Noteholders agreed to forbear from exercising rights and remedies with respect to the failure to make the November 15 Interest Payments and otherwise extend the Third Forbearance Period with respect to the 1L
Notes and 2L Notes to December 2, 2025, with the ability to extend further through December 7, 2025 (the Fourth Forbearance Period) in exchange for the Companys agreement to an ongoing liquidity covenant and to generally engage in good faith on a
holistic transaction.
On December 7, 2025, the Company and the Extending Forbearing Noteholders entered into new forbearance agreements (the Fifth Forbearance Agreements) in connection with which the Extending Forbearing
Noteholders agreed to forbear from exercising rights and remedies with respect to the failure to make the October 15 Interest Payments and the November 15 Interest Payments, as applicable, and otherwise extend the Fourth Forbearance Period with
respect to the 1L Notes and 2L Notes to December 10, 2025. As allowed in the Fifth Forbearance Agreements, such forbearance was extended through December 14, 2025.
On December 15, 2025, the Company and the Extending Forbearing Noteholders entered into transaction support and forbearance agreements (the Transaction Support and Forbearance Agreements) in connection
with which the Extending Forbearing Noteholders agreed to forbear from exercising rights and remedies against LSI and certain of its subsidiaries with respect to the occurrence of any event of default under the 1L Notes and 2L Notes during the period
beginning December 14, 2025 and ending at the earliest to occur of, among other things, the consummation of a sale of LSI and its subsidiaries, the termination of the LSI Stock Purchase Agreement, or LSI and its subsidiaries becoming debtors in the
Chapter 11 Cases (the Forbearance Period). During the LSI Sale Forbearance Period, the Extending Forbearing Noteholders also agreed to support the LSI Sale and take actions in furtherance of such support.
Volvo Update
In March 2025, we announced that our LiDAR technology will be equipped in the new Volvo ES90. This marks the second Volvo model to feature our technology, following the launch of the Volvo EX90. Our LiDAR sensors on
initial EX90 vehicles are currently being used for road data collection and system training.
In November 2025, the Company received a written notice from Volvo to terminate, effective November 14, 2025, that certain Framework Purchase Agreement, originally dated March 23, 2020, by and between the Company and
Volvo, including any amendments, side letters and other written agreements or understandings referenced therein or related thereto (collectively, the Volvo Agreement). Pursuant to the Volvo Agreement, the Company has collaborated with and provided
hardware and software for integration into Volvos global consumer vehicle platform.
The Company has made a claim against Volvo for significant damages and has suspended further commitments of Iris LiDAR products for Volvo pending resolution of the dispute. There can be no assurance that the dispute will
be resolved favorably or at all. Furthermore, there can be no guarantee that any claim or litigation against Volvo will be successful or that the Company will be able to recover damages from Volvo.
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Caterpillar Update
In March 2025, we announced a collaboration with Caterpillar Inc. to integrate our LiDAR technology into Caterpillars next-generation autonomous solution. Each Caterpillar off-highway truck will feature two Iris LiDARs
with a unique integration system designed exclusively for the customer.
Celestica Update
On November 1, 2025, Celestica sent to us a notice of termination of the master services agreement and equipment and tooling agreement between Celestica and a subsidiary of the Company.
Voluntary Petition for Bankruptcy under Chapter 11
On December 15, 2025 and December 31, 2025, the Debtors filed the Bankruptcy Petitions seeking relief under chapter 11 of the Bankruptcy Code in the
Bankruptcy Court thereby commencing the Chapter 11 Cases. The Companys subsidiary, LSI and LSIs subsidiaries, are not Debtors in the Chapter 11 Cases and the operations of LSI and its subsidiaries were not affected by the filing of the Chapter 11
Cases. The Company filed the Chapter 11 Cases with the support of the Ad Hoc Group.
The Debtors have continued to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court. To ensure their ability to continue operating in the ordinary course of business, the Debtors filed with the Bankruptcy Court certain motions seeking a variety of customary first day relief, including authority to pay employee
wages and benefits, to honor customer programs, to pay certain critical vendors and suppliers for goods and services, and to continue honoring insurance and tax obligations as they come due. To facilitate the transactions contemplated by the
Bankruptcy Petitions, fund the Chapter 11 Cases, and support operations throughout the marketing and sale process, the Ad Hoc Group has consented to the Debtors use of the Debtors approximately $25.0 million of cash on hand, which is their secured
noteholders cash collateral. The Ad Hoc Groups consent to the Debtors continued use of cash collateral is conditioned on certain terms, including, without limitation, the Debtors adherence to a budget with an agreed upon variance, regular
reporting requirements, and meeting certain milestones in the Chapter 11 Cases.
On December 30, 2025, pursuant to a motion filed by the Debtors, the Bankruptcy Court, authorized the Debtors to solicit bids for the consideration of the highest or otherwise best offer for all or part
of the Debtors assets pursuant to section 363 of the Bankruptcy Code. In addition, the Debtors filed a Plan of Liquidation, which was amended on January 29, 2026, February 17, 2026, and February 18, 2026, that provides for the liquidation of the
Debtors remaining assets and the distribution of proceeds thereof to its stakeholders.
The filing of the Chapter 11 Cases constituted an event of default that permitted the acceleration of the Companys obligations under
the following debt instruments: (i) the 2026 Convertible Senior Notes, (ii) 1L Notes and (iii) 2L Notes.
Operating results have been and continue to be negatively impacted as a result of the Chapter 11 Cases, including decreases in revenue.
Delisting of Common Stock
On December 17, 2025, the Company was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC Nasdaq that Nasdaq had determined to delist the Companys Class A common stock, par value $0.0001 per
share (the Class A common stock in accordance with Nasdaq Listing Rules 5101, 5110(b), and IM5101-1 as a result of the Companys commencement of voluntary proceedings under Chapter 11 of the Bankruptcy Code. The Company did not appeal Nasdaqs
determination. Accordingly, trading of the Class A common stock on Nasdaq was suspended on December 24, 2025 and the stock has not traded on Nasdaq since that time. On January 23, 2026, the Company filed a Form 25-NSE with the Securities and Exchange
Commission to remove the Class A Common Stock from listing and registration on Nasdaq. The delisting from Nasdaq and deregistration of the Class A common stock under Section 12(b) of the Exchange Act will be effective 10 days and 90 days (or such
shorter period as the SEC may determine) after the filing of the Form 25-NSE, respectively. The Class A common stock currently trades on the Pink Market operated by the OTC Markets Group, Inc. (commonly referred to as the pink sheets) under the
symbol LAZRQ.
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Cost-Reduction Restructuring Plans
In 2024, we executed a restructuring and cost reduction plan (the 2024 Restructuring Plan), consisting of events in both May and September, which included reducing our workforce by a cumulative 30%, as well as sub-leasing of certain facilities and other actions. These actions were substantially completed during the second quarter of 2025. In May 2025, we began additional restructuring efforts which included a
reduction in workforce (the May 2025 Restructuring Plan). The actions associated with the May 2025 Restructuring Plan were substantially completed by the end of the third quarter of 2025.
On October 29, 2025, the Company committed to a plan to further reduce its workforce by approximately 25% in order to reduce operating costs (the October 2025 Restructuring Plan). The actions associated with the
October 2025 Restructuring were substantially completed by 2025 year-end.
On December 18, 2025, the Company committed to a plan to further reduce its workforce by approximately 30% in order to reduce operating costs (the December 2025 Restructuring Plan). The reductions are expected to be
substantially completed by the first quarter of fiscal year 2026. The Company estimates that it will incur approximately $2.5 million to $3.0 million in cash charges associated with employee severance and related employee costs, to be incurred
primarily in the first quarter of 2026. The Companys estimates are subject to a number of assumptions, and actual results may materially differ. The Company may incur additional costs not currently contemplated due to events that may occur as a
result of, or that are associated with, the workforce reduction. See Note 6, Restructuring, to our consolidated financial statements included in this Form 10-K for additional details.
As of December 31, 2025, we incurred $6.0 million in employee-related charges from the actions related to the 2024 Restructuring Plan, the May 2025 Restructuring Plan, the
October 2025 Restructuring Plan and the December 2025 Restructuring Plan.
Wind-down of Data and Insurance Businesses
As part of our strategic review and focus on operational efficiency, we initiated and substantially completed the wind-down of our data and insurance businesses during the year ended December 31, 2025.
Sale of LiDAR Assets
On January 11, 2026, the Debtors entered into the Stalking Horse Asset Purchase Agreement with QCi for the sale of specified assets and assumption
of certain liabilities related to the LiDAR business for cash consideration of $22.0 million.
On January 26, 2026, the Company held an auction pursuant to the bidding procedures approved by the Bankruptcy Court, at which MicroVision was selected as the successful bidder for the LiDAR assets and
QCi was designated as the back-up bidder. The Company and MicroVision entered into the MicroVision Asset Purchase Agreement to sell specified assets related to the LiDAR business and assume certain liabilities for cash consideration of $33.0 million.
The Bankruptcy Court approved the sale and the Company completed the transaction on February 3, 2026, pursuant to Section 363 of the Bankruptcy Code. On February 4, 2026, the Company paid QCi a break-up fee of $0.7 million and reimbursed QCi $0.5
million for its documented expenses, in connection with the termination of the Stalking Horse Asset Purchase Agreement.
Sale of LSI Equity and Asset Sale Offer
On December 15, 2025, the Company, LSI, and QCi entered into the LSI Stock Purchase Agreement, pursuant to which, QCi agreed to acquire all of the issued and outstanding shares of LSI, for a total purchase price of
$110.0 million in cash, subject to certain adjustments. The LSI Stock Purchase Agreement also includes customary non-competition and non-solicitation covenants for a three-year period and provides for mutual,
non-exclusive intellectual property licenses to ensure continued operation of each partys respective business following closing.
On February 2, 2026, following Bankruptcy Court approval pursuant to Section 363 of the Bankruptcy Code, the Company completed the sale of LSI to QCi for $110.0 million in cash, subject to adjustments. Of
the purchase price, $11.0 million was placed in escrow for twelve months to secure certain indemnification obligations, and approximately $89.4 million was used to fund a cash tender offer (the Asset Sale Offer) to purchase up to the maximum
principal amount of 1L Notes that could be purchased at purchase price equal to the purchase price of 103% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, including any applicable default interest, using an
aggregate amount of cash of $89.4 million. The Company settled the Asset Sale Offer on March 11, 2026, following which approximately $19.9 million aggregate principal amount of First Lien Notes remained outstanding.
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Basis of Presentation
Our consolidated financial statements include the accounts of our wholly-owned subsidiaries that were prepared in accordance with generally accepted
accounting principles in the United States, assuming that we will continue as a going concern. The going concern assumption contemplates continuity of operations, realization of assets, and the satisfaction of liabilities in the normal course of
business. However, there is substantial doubt about the Companys ability to continue as a going concern. We have eliminated intercompany accounts and transactions.
Components of Results of Operations
Revenue
Our business and revenue producing activities are organized in two operating segments: (i) Autonomy Solutions and (ii) Advanced Technologies and Services (ATS).
The Autonomy Solutions segment is engaged in the design, manufacturing, and sale of LiDAR sensors catering mainly to OEMs in the automotive, commercial vehicle, robo-taxi and adjacent industries. The Autonomy Solutions
segment revenue also includes fees earned from non-recurring engineering services provided to customers in connection with customization of our hardware and software products, as well as revenue generated from licensing of certain data and
information.
The ATS segment provides advanced semiconductors and related components, as well as design, testing and consulting services to the Autonomy Solutions segment and to various third-party customers, including government
agencies and defense contractors, in markets generally unrelated to autonomous vehicles.
Two customers, customer A and customer C of the Autonomy Solutions segment, accounted for 16% and 29%, respectively, of our revenue for the year ended December 31, 2025. One customer,
customer A of the Autonomy Solutions segment, accounted for 39% of our revenue for the year ended December 31, 2024.
Consideration Payable to Customers
We enter into revenue and purchase contracts with the same customers from time to time. When payments to customers are in exchange for distinct goods and services, we evaluate the underlying economics and fair value of
the distinct goods and services. If we determine any portion of the consideration payable to the customer exceeds the fair value of the distinct goods and services, the excess is accounted for as a reduction of the transaction price of the revenue
contract.
Cost of Sales and Gross Profit (Loss)
Cost of sales includes the fixed and variable manufacturing cost of our LiDAR sensors, which primarily consists of material purchases from third-party contract manufacturers and suppliers that are directly associated
with our manufacturing process, as well as personnel-related costs, including stock-based compensation expense for personnel engaged in manufacturing, and engineering. Cost of sales also includes the cost of providing services to customers,
depreciation and amortization for manufacturing fixed assets or equipment, cost of components, product testing and launch-related costs, an allocated portion of overhead, facility and information technology (IT) costs, write-downs for excess and
obsolete inventory, as well as shipping costs.
The ATS segment provides certain services and components to the Autonomy Solutions segment, which are recorded as cost of goods sold or research and development costs depending on the nature and use of such services and
components by the Autonomy Solutions segment. These inter-segment transactions are eliminated in the consolidated results.
Gross profit (loss) equals revenue less cost of sales. As we transition from prototype production to series production, average selling prices for our products will be lower. We expect these lower average selling prices
to temporarily increase our gross loss until we start to realize the benefits of cost reduction and efficiency measures and production scaling.
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Operating Expenses
Research and Development (R&D)
R&D costs are expensed as incurred. Design and development costs for products to be sold under long-term supply arrangements are expensed as incurred. Design and development costs
for molds, dies, and other tools involved in developing new technologies are expensed as incurred.
Our R&D efforts are focused on enhancing and developing additional functionality for our existing products and on new product development, including new releases and upgrades to our LiDAR hardware and integrated
software solutions. R&D expenses consist primarily of:
|
|
|
Personnel-related expenses, including salaries, benefits, and stock-based compensation expense, for personnel in our research and engineering functions; |
|
|
|
|
Expenses related to materials, software licenses, supplies, data labeling and other third-party services; |
|
|
|
|
Prototype expenses; and |
|
|
|
|
An allocated portion of facility and IT costs and depreciation. |
|
The ATS segment provides certain services and components to the Autonomy Solutions segment, which are recorded as cost of goods sold or R&D costs depending on the nature and use of such services and components by the
Autonomy Solutions segment. These inter-segment transactions are eliminated in our consolidated results.
Sales and Marketing Expenses
Sales and marketing expenses consist of personnel and personnel-related expenses, including stock-based compensation of our business development team, as well as advertising and marketing expenses. These include the cost
of marketing programs, trade shows, promotional materials, demonstration equipment, an allocated portion of facility and IT costs, and depreciation.
General and Administrative Expenses
General and administrative expenses consist of personnel and personnel-related expenses, including stock-based compensation of our executive, finance, human resources, information systems and legal departments, as well
as legal and accounting fees for professional and contract services.
Other income (expense), net
Other income (expense), net includes change in fair value of warrant liabilities, interest expense, interest income, gain of extinguishment of debt, gain on acquisition of EM4, changes in fair value of derivative
liability, and losses and impairments related to investments and certain other assets and other income (expense).
Change in Fair Value of Warrants
The warrant liabilities are classified as marked-to-market liabilities, and the corresponding increase or decrease in value is reflected in change in fair value of warrants.
Change in Fair Value of Derivative Liabilities
The derivatives are classified as marked-to-market liabilities, and the corresponding increase or decrease in value is reflected in change in fair value of bifurcated derivatives.
Interest Income and Interest Expense
Interest income consists primarily of income earned on our cash equivalents and marketable securities. These amounts will vary based on our cash, cash equivalents, and marketable securities balances, and also with market
rates. Interest expense consists primarily of interest on our notes as well as amortization of premium (discount) on marketable securities.
Losses and impairments related to investments and certain other assets, and other income (expense)
Other income (expense), net includes realized gains and losses related to the marketable securities, as well as impact of gains and losses related to foreign exchange transactions, and impairment of investments and
certain other assets.
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Reorganization Items
Reorganization items consist of costs directly incurred in connection with the Chapter 11 Cases. Such costs include debt-related adjustments and professional fees incurred on or after the filing of the Bankruptcy
Petitions. We expect to continue to incur significant expenses in connection with the Chapter 11 Cases and certain related transactions, and it is possible that such costs will increase over time, particularly if we incur certain success-related
and/or other contingent fees, which could be significant. In addition, the longer the Chapter 11 Cases continue, the higher our expenses for these matters could be. We expect to incur material reorganization expenses in the near term.
Results of Operations
Comparison of the Years Ended December 31, 2025 and 2024
The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this report. The following table sets forth our consolidated results
of operations data for the periods presented (in thousands):
|
|
|
Year Ended December 31, |
|
|
Change |
|
|
Change |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Revenue |
|
$ |
66,014 |
|
|
$ |
75,395 |
|
|
$ |
(9,381 |
) |
|
|
(12 |
)% |
|
|
Cost of sales |
|
|
144,232 |
|
|
|
101,085 |
|
|
|
43,147 |
|
|
|
43 |
% |
|
|
Gross loss |
|
|
(78,218 |
) |
|
|
(25,690 |
) |
|
|
(52,528 |
) |
|
|
204 |
% |
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
137,592 |
|
|
|
231,669 |
|
|
|
(94,077 |
) |
|
|
(41 |
)% |
|
|
Sales and marketing |
|
|
16,619 |
|
|
|
45,488 |
|
|
|
(28,869 |
) |
|
|
(63 |
)% |
|
|
General and administrative |
|
|
25,968 |
|
|
|
115,771 |
|
|
|
(89,803 |
) |
|
|
(78 |
)% |
|
|
Impairment of goodwill and intangible assets |
|
|
3,719 |
|
|
|
6,647 |
|
|
|
(2,928 |
) |
|
|
(44 |
)% |
|
|
Impairment of long-lived assets |
|
|
7,513 |
|
|
|
|
|
|
|
7,513 |
|
|
|
100 |
% |
|
|
Restructuring and other costs |
|
|
27,172 |
|
|
|
9,772 |
|
|
|
17,400 |
|
|
|
178 |
% |
|
|
Total operating expenses |
|
|
218,583 |
|
|
|
409,347 |
|
|
|
(190,764 |
) |
|
|
(47 |
)% |
|
|
Loss from operations |
|
|
(296,801 |
) |
|
|
(435,037 |
) |
|
|
138,236 |
|
|
|
(32 |
)% |
|
|
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities |
|
|
|
|
|
|
1,069 |
|
|
|
(1,069 |
) |
|
|
(100 |
)% |
|
|
Interest expense |
|
|
(48,190 |
) |
|
|
(27,032 |
) |
|
|
(21,158 |
) |
|
|
78 |
% |
|
|
Interest income |
|
|
4,488 |
|
|
|
10,418 |
|
|
|
(5,930 |
) |
|
|
(57 |
)% |
|
|
Gain on extinguishment of debt |
|
|
22,303 |
|
|
|
148,660 |
|
|
|
(126,357 |
) |
|
|
(85 |
)% |
|
|
(Loss) gain from acquisition of EM4 |
|
|
(48 |
) |
|
|
1,474 |
|
|
|
(1,522 |
) |
|
|
(103 |
)% |
|
|
Changes in fair value of derivative liability |
|
|
(3,308 |
) |
|
|
31,729 |
|
|
|
(35,037 |
) |
|
|
(110 |
)% |
|
|
Losses and impairments related to investments and certain other assets, and other income (expense) |
|
|
1,941 |
|
|
|
(5,164 |
) |
|
|
7,105 |
|
|
|
(138 |
)% |
|
|
Total other income (expense), net |
|
|
(22,814 |
) |
|
|
161,154 |
|
|
|
(183,968 |
) |
|
|
(114 |
)% |
|
|
Loss before reorganization items and provision for (benefit from) income taxes |
|
|
(319,615 |
) |
|
|
(273,883 |
) |
|
|
(45,732 |
) |
|
|
17 |
% |
|
|
Reorganization items |
|
|
46,349 |
|
|
|
|
|
|
|
46,349 |
|
|
|
100 |
% |
|
|
Provision for (benefit from) income taxes |
|
|
338 |
|
|
|
(743 |
) |
|
|
1,081 |
|
|
|
(145 |
)% |
|
|
Net loss |
|
$ |
(366,302 |
) |
|
$ |
(273,140 |
) |
|
$ |
(93,162 |
) |
|
|
34 |
% |
|
22
[Table of Contents](#TABLEOFCONTENTS)
Revenue
The following table sets forth a breakdown of our revenue by our segments for the periods presented (in thousands):
|
|
|
Year Ended December 31, |
|
|
Change |
|
|
Change |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Revenue from sales to external customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Autonomy Solutions |
|
$ |
40,884 |
|
|
$ |
53,480 |
|
|
$ |
(12,596 |
) |
|
|
(24 |
)% |
|
|
ATS |
|
|
25,130 |
|
|
|
21,915 |
|
|
|
3,215 |
|
|
|
15 |
% |
|
|
Total |
|
$ |
66,014 |
|
|
$ |
75,395 |
|
|
$ |
(9,381 |
) |
|
|
(12 |
)% |
|
The $12.6 milliondecrease in revenue of our Autonomy Solutions in 2025 compared to 2024 was primarily due to a $21.8 million decrease in product revenue, offset by a $9.2 million increase in service revenue.
The $3.2 millionincrease in revenue of our ATS segment in 2025 compared to 2024 was primarily due to a $5.2 million increase in product revenue, offset by a $2.0 million decrease in service revenue.
Cost of Sales
The $43.1 million increase in the cost of sales in 2025 compared to 2024, was primarily due
to $42.8 million loss on firm purchase commitments, inventory write-downs, higher warranty costs and the impact of tariffs implemented in 2025. These increases were partially offset by cost reduction initiatives implemented during 2025. These
initiatives included reductions in material and conversion costs, improved inventory management, and lower overhead and personnel-related expenses.
Operating Expenses
Research and Development
The $94.1 million decrease in research and development expenses in 2025 compared to 2024 was primarily due to a $52.2 million decrease in personnel-related costs driven mainly by decreased headcount, a $20.5 million
decrease in outside consultants and contractor fees, a $8.7 million decrease in purchased materials and a $7.2 million decrease in lower expenses allocated to research and development expenses, offset by a $2.6 million increase in computer software
and other subscriptions.
Sales and Marketing
The $28.9 million decrease in sales and marketing expenses in 2025 compared to 2024 was primarily due to a $14.7 million decrease in personnel related costs including stock-based compensation cost due to lower headcount,
a $11.0 million reduction in sponsorship fees, and $1.6 million decrease in outside consultant and contractor fees.
General and Administrative
The $89.8 million decrease in general and administrative expenses for 2025 compared to 2024 was primarily due to a $89.9 million decrease in personnel-related costs, including stock-based compensation
expense and reduction in headcount, a $4.9 million decrease in professional fees, a $5.6 million decrease in rent expenses and a $2.2 million decrease in travel expenses, offset by a $12.5 million increase in higher information technology and
facility related costs allocated to general and administrative expenses.
Impairment of Goodwill and Intangible Assets
For the year ended December 31, 2025, we recognized $2.2 million impairment charges of goodwill of Optogration reporting unit and $1.5 million impairment charges of intangible assets related both Optogration and NRE
asset groups.
In 2024, we recognized impairment charges of $3.4 million and $3.3 million related to goodwill and IPR&D intangible assets related to Freedom Photonics.
Impairment of Long-lived Assets
For the year ended December 31, 2025, we recognized impairment of long-lived assets due to significant financial and commercial hurdles and decline in sensor shipment because of
slower automotive production ramps and the end of legacy contracts, and a sustained decrease in share price of the Company, the earnings forecast for the next several years was revised. There were no comparable
amounts for 2024.
23
[Table of Contents](#TABLEOFCONTENTS)
Restructuring and Other Costs
The change in restructuring and other costs for 2025 was primarily driven by actions taken under restructuring plans implemented in 2025, as well as professional fees incurred in connection with the sale of certain
businesses and preparations for filing the Chapter 11 Cases.
Change in Fair Value of Warrant Liabilities
The change in fair value of warrant liabilities is a non-cash benefit or charge due to the corresponding decrease or increase in the estimated fair value of warrants issued in a private placement on connection with the
initial public offering of Gores Metropoulos, Inc.
Losses and impairments related to investments and certain other assets, and other income (expense)
Losses and impairments related to investments and certain other assets, and other income (expense) in 2025 and 2024 primarily related to gain on sale of investments, and mark-to-market fair value adjustments of marketable
equity investments.
Gain on Extinguishment of Debt
The change in gain on extinguishment of debt for the year ended December 31, 2025 compared to 2024 was primarily due to the difference between the carrying value of exchanged 2026
Convertible Senior Notes and the collective fair value of 2030 Convertible Notes and the Senior Notes, net of the cash payment received from the investors, along with the gain from the 2030 Convertible Notes principal amount conversion initiated by
the holders.
Change in Fair Value of Derivative Liability
The change in fair value of derivative liability is a non-cash benefit or charge due to the corresponding decrease or increase in the estimated fair value of the bifurcated derivatives in the 2030
Convertible Notes and the Senior Notes.
Reorganization Items
Reorganization items of $46.3 million for 2025 primarily consisted of adjustments to the carrying value of debt related to the Chapter 11 Cases and professional fees, which were
incurred after the filing of the Bankruptcy Petitions. There were no comparable amounts for 2024.
Segment Operating Loss
Segment income or loss is defined as income or loss before taxes. Our segment loss breakdown is as follows (in thousands):
|
|
|
Year Ended December 31, |
|
|
Change |
|
|
Change |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
|
Segment operating loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Autonomy Solutions |
|
$ |
(281,587 |
) |
|
$ |
(412,998 |
) |
|
$ |
131,411 |
|
|
|
(32 |
)% |
|
|
ATS |
|
|
(15,214 |
) |
|
|
(22,039 |
) |
|
|
6,825 |
|
|
|
(31 |
)% |
|
Autonomy solutions segment operating loss decreased by $131.4 million from 2024 to 2025. This was primarily driven by lower personnel-related costs resulting from reduced headcount, decrease in stock-based compensation
expenses, decrease in travel-related expenses, a decrease in purchased materials, and a reduction in supplies expenses.
ATS segment operating loss decreased by $6.8 million from 2024 to 2025. The decrease in operating loss was primarily due to decreases in personnel-related costs, driven by decreased headcount and a decrease in
stock-based compensation expenses.
Liquidity and Capital Resources
Historically, our primary sources of liquidity have been proceeds received from issuances of debt and equity. As of December 31, 2025, our principal sources of liquidity were our cash and cash equivalents totaling
$21.7 million and marketable securities of $2.6 million, resulting in total liquidity of $24.3 million.
24
[Table of Contents](#TABLEOFCONTENTS)
Since inception, we have not generated positive cash flows from operating activities and have incurred significant losses from operations. As of December 31, 2025, we had an accumulated deficit of $2.5 billion. For the
year ended December 31, 2025, net cash used in operating activities was $196.5 million.
Subsequent to December 31, 2025, the Company has ceased business operations and has sold substantially all of its assets, and is awaiting the Bankruptcy Courts confirmation of the Plan of Liquidation. The Plan will
govern how the remaining value of the Company will be distributed to holders of claims and equity interests in the Company.
The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. However, management has concluded that the Chapter 11 Cases raises substantial doubt about the Companys ability to continue as a going concern for 12 months following the issuance of the
financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties or from the wind-down of operations
Cash Flow Summary
The following table summarizes Luminars cash flows for the periods presented:
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Net cash provided by (used in): |
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
(196,454 |
) |
|
$ |
(276,630 |
) |
|
|
Investing activities |
|
|
96,811 |
|
|
|
42,463 |
|
|
|
Financing activities |
|
|
36,598 |
|
|
|
178,265 |
|
|
Operating Activities
Net cash used in operating activities was $196.5 million for the year ended December31, 2025. Net cash used in operating activities was due to our net loss of $366.3 million adjusted for non-cash items
of $147.4 million, primarily consisting of $41.7 million of reorganization items, $42.8 million loss on firm purchase commitments, $12.8 million of inventory write-downs, $17.0 million of depreciation and amortization, $12.8 million of vendor stock
in lieu of cash program, $11.2 million impairment charges of goodwill and long-lived assets, $8.7 million of stock-based compensation, $8.0 million amortization of debt discounts and issuance costs, $6.2 million of change in product warranty, $6.1
million of amortization of operating lease right-of-use, $22.3 million gain on extinguishment of debt, $3.3 million of change in fair value of derivatives, and changes in operating assets and liabilities of $22.5 million primarily due to the timing
of cash payments to vendors and cash receipts from customers.
Investing Activities
Net cash provided by investing activities of $96.8 million for the year ended December 31, 2025 was primarily comprised of $128.1 million of proceeds from maturities of marketable securities, $23.6
million of proceeds from sales/ redemptions of marketable securities and $2.9 million of proceeds from sales of equity investments, partially offset by $54.3 million related to purchases of marketable securities, and $2.1 million issuance of
promissory notes.
Financing Activities
Net cash provided by financing activities of $36.6 million for the year ended December 31, 2025 was primarily comprised of $36.2 million cash received from sale and issuance of shares of Class A common
stock under the Equity Financing Program, $31.4 million proceeds from the issuance of Series A Preferred Stock, net of issuance costs, discount and commitment fees, offset by $30.3 million paid for the repurchase of a portion of outstanding 2026
Convertible Senior Notes.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with generally accepted accounting principles in the United States. The preparation of
these consolidated financial statements requires us to make estimates, assumptions and judgments that can significantly impact the amounts we report as assets, liabilities, revenue, costs, and expenses, as well as the related disclosures. We base
our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates under different assumptions and conditions. We believe that the
accounting policies and estimates discussed below are critical to understanding our historical and future performance as these policies involve a greater degree of judgment and complexity.
25
[Table of Contents](#TABLEOFCONTENTS)
Our significant accounting policies are described in Note 2, Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements
included in this Form 10-K.
Revenue
Revenue from product sales is recognized upon transfer of control of promised products. Revenue for service projects is recognized as services are performed and amounts are earned in accordance with the terms of a
contract. Revenue is recognized in an amount that reflects the consideration that we expect to receive in exchange for those products and services.
Revenues related to non-recurring engineering (NRE) projects are recognized over time using the cost input method. In using this input method, we generally apply the cost-to-cost method of accounting, where sales and
profits are recorded based on the ratio of costs incurred to estimated total costs at completion. Recognition of profit on the NRE contracts requires estimates of the total contract value, the total cost at completion, and the measurement of progress
towards completion.
We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations; however, determining whether
products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment. Transaction price is allocated to each performance obligation on a relative
standalone selling price (SSP) basis. Judgment is required to determine SSP for each distinct performance obligation. We use a range of sales prices from actual sales to customers to estimate SSP when products and services are sold separately. In
instances where SSP is not directly observable, we determine SSP using information that may include other observable inputs available to it.
Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition.
Convertible and Senior Notes and Derivative Liability
We evaluate the notes to determine if embedded features of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging: Contracts in Entitys Own Equity. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value in the consolidated balance sheet at issuance and
marked-to-market at each balance sheet date as components of convertible and senior notes. The change in the fair value during the period is recorded in the consolidated statement of operations as either other income or expense as changes in fair
value of derivative liability. Additionally, when we change the terms of existing notes, we evaluate the transactions under ASC 470-50, Debt Modification and Extinguishment to determine whether the change
should be treated as a modification or as a debt extinguishment. For extinguishments, we compare the reacquisition price of the extinguished notes to the carrying amount of the respective extinguished notes, and a gain or loss is recorded in other
income (expense), net on our consolidated statements of operations. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date, and then the related fair value
amount is reclassified to other income or expense as part of gain or loss on debt extinguishment in the consolidated statement of operations.
Bankruptcy Accounting
Our consolidated financial statements included herein have been prepared as if we are a going concern and reflect the application of ASC 852, Reorganization (ASC 852). ASC 852 requires the financial statements, for periods subsequent to the commencement of the Chapter 11 Cases, to distinguish transactions and events that are directly associated with the
reorganization from the ongoing operations of the business. Accordingly, we classify liabilities and obligations, the treatment and satisfaction of which are dependent on the outcome of the reorganization
under the Chapter 11 Cases, as liabilities subject to compromise on our consolidated balance sheets. In addition, we classify all income, expenses, gains or losses that are incurred or realized as a result of
the Chapter 11 Cases as reorganization items in our consolidated statements of operations and comprehensive loss. See Note 3, Bankruptcy Proceedings, and Note 21, Subsequent
Events, to our consolidated financial statements included in this Form 10-K for additional details.
26
[Table of Contents](#TABLEOFCONTENTS)
Smaller Reporting Company Status
Based on our public float as of June 30, 2025, as well as our revenue, we have transitioned to smaller reporting company status, and we have taken advantage of certain reduced disclosure requirements available to
smaller reporting companies.
Recent Accounting Pronouncements
See Note 2, Basis of Presentation and Summary of Significant Accounting Policies, to our consolidated financial statements included in this Form 10-K for information related to
recent accounting pronouncements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
27
[Table of Contents](#TABLEOFCONTENTS)
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
LUMINAR TECHNOLOGIES, INC. (DEBTOR-IN-POSSESSION)
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Report of Independent Registered Public Accounting Firm (KPMG LLP,
Silicon Valley, CA, PCAOB ID No. 185) |
29 |
|
|
Report of Independent Registered Public Accounting Firm (Deloitte & Touche, LLP, San Jose, CA, PCAOB ID No. 34) |
31 |
|
|
Consolidated Balance Sheets |
33 |
|
|
Consolidated Statements of Operations and Comprehensive Loss |
34 |
|
|
Consolidated Statements of Preferred Stock and Stockholders Equity (Deficit) |
35 |
|
|
Consolidated Statements of Cash Flows |
36 |
|
|
Notes to Consolidated Financial Statements |
38 |
|
28
[Table of Contents](#TABLEOFCONTENTS)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Luminar Technologies, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Luminar Technologies, Inc.and subsidiaries (the Company) as of December 31, 2025,
the related consolidated statements of operations and comprehensive loss, preferred stock and stockholders equity (deficit), and cash flows for the year
then ended, and the related notes (collectively, the consolidated financial statements).In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Notes 1 and 2 to the
consolidated financial statements, the Company has incurred significant operating losses and filed for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of
Texas that raises substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As
part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.
Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it relates.
29
[Table of Contents](#TABLEOFCONTENTS)
Bankruptcy-related debt accounting
As described in Notes 1 and 3 to the consolidated financial statements, on December 15, 2025, the Company and certain of its subsidiaries filed
voluntary petitions relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, commencing Chapter 11 cases. As a result of the bankruptcy proceedings, management applied
generally accepted accounting principles applicable to reorganizations in preparing the consolidated financial statements. These accounting principles require that, for periods including and after the filing of a Chapter 11 petition, the
consolidated financial statements distinguish transactions and events that were directly associated with the reorganization from the ongoing operations of the business. Pre-petition unsecured and under secured claims impacted by the bankruptcy
reorganization process in the amount of $467.4 million were classified as liabilities subject to compromise in the consolidated balance sheet as of December 31, 2025, a portion of which related to the Companys debt instruments. Additionally,
certain expenses and other items resulting from and recognized during the bankruptcy proceedings in the amount of $46.3 million were recorded in reorganization items, net in the consolidated statements of operations for the year ended December
31, 2025, of which $41.7 million related to the adjustments made to the Companys debt instruments, including unamortized debt discounts and issuance costs.
We identified the accounting for, presentation, and valuation of, certain debt instruments in conjunction with the bankruptcy proceedings as a
critical audit matter. Subjective auditor judgment and specialized skills and knowledge were required in evaluating the application of the relevant accounting guidance to certain debt instruments and the determination of the fair value of certain
debt instruments, due to commencing of the bankruptcy proceedings.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of an internal control related
to the accounting for bankruptcy proceedings, including the accounting for debt instruments. We involved professionals with specialized skills and knowledge in complex debt transactions, who assisted in evaluating whether the Companys
accounting for certain debt instruments as a result of the bankruptcy, including the presentation of certain debt instruments as liabilities subject to compromise and unamortized debt discounts and issuance costs within reorganization items, net,
were in accordance with the relevant accounting guidance. We also involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the fair value of the debt instruments classified as liabilities subject to
compromise, net by developing an estimate of the fair value using certain independent inputs derived from relevant market data, and comparing it to the Companys estimated fair value.
/s/ KPMG LLP
We have served as the Companys auditor since 2025.
Santa Clara, California
March 26, 2026
30
[Table of Contents](#TABLEOFCONTENTS)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Luminar Technologies, Inc.
Opinion on the Financial Statements
We have audited the
accompanying consolidated balance sheet of Luminar Technologies, Inc. and subsidiaries (the Company) as of December31, 2024, the related consolidated statements of operations and comprehensive loss, consolidated statements of preferred stock
and stockholders equity (deficit), and cash flows, for each of the two years in the period ended December31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December31, 2024, in conformity with accounting
principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
31
[Table of Contents](#TABLEOFCONTENTS)
|
/s/ Deloitte & Touche LLP |
|
|
|
|
|
|
|
San Jose, California |
|
|
|
March 28, 2025 |
|
|
We began serving as the Company's auditor in 2020. In 2024, we became the predecessor auditor.
32
[Table of Contents](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
Consolidated Balance Sheets
(In thousands, except share and per share data)
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
20,259 |
|
|
$ |
82,840 |
|
|
|
Restricted cash |
|
|
1,418 |
|
|
|
1,882 |
|
|
|
Marketable securities |
|
|
2,580 |
|
|
|
99,827 |
|
|
|
Accounts receivable |
|
|
5,960 |
|
|
|
14,272 |
|
|
|
Inventory |
|
|
6,656 |
|
|
|
14,908 |
|
|
|
Prepaid expenses and other current assets |
|
|
20,063 |
|
|
|
31,498 |
|
|
|
Total current assets |
|
|
56,936 |
|
|
|
245,227 |
|
|
|
Property and equipment, net |
|
|
34,950 |
|
|
|
52,281 |
|
|
|
Operating lease right-of-use assets |
|
|
14,115 |
|
|
|
31,479 |
|
|
|
Intangible assets, net |
|
|
10,017 |
|
|
|
15,556 |
|
|
|
Goodwill |
|
|
1,750 |
|
|
|
3,994 |
|
|
|
Other non-current assets |
|
|
13,575 |
|
|
|
16,676 |
|
|
|
Total assets |
|
$ |
131,343 |
|
|
$ |
365,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
4,741 |
|
|
$ |
18,972 |
|
|
|
Accrued and other current liabilities |
|
|
19,430 |
|
|
|
31,567 |
|
|
|
Operating lease liabilities |
|
|
2,035 |
|
|
|
10,049 |
|
|
|
Current portion of long-term debt |
|
|
110,905 |
|
|
|
|
|
|
|
Total current liabilities |
|
|
137,111 |
|
|
|
60,588 |
|
|
|
Debt |
|
|
|
|
|
|
500,516 |
|
|
|
Operating lease liabilities, non-current |
|
|
3,674 |
|
|
|
24,083 |
|
|
|
Other non-current liabilities |
|
|
184 |
|
|
|
815 |
|
|
|
Total liabilities not subject to compromise |
|
|
140,969 |
|
|
|
586,002 |
|
|
|
Liabilities subject to compromise |
|
|
467,373 |
|
|
|
|
|
|
|
Total liabilities |
|
|
608,342 |
|
|
|
586,002 |
|
|
|
Commitments and contingencies (see Note 18) |
|
|
|
|
|
|
|
|
|
|
Stockholders deficit: |
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par
value; 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and 2024 |
|
|
|
|
|
|
|
|
|
|
Class A common stock, $0.0001 par
value; 715,000,000 shares authorized as of December 31, 2025 and 2024, 75,153,311 shares issued, 73,695,748
shares outstanding as of December 31, 2025; 38,056,676 shares issued, 36,599,113 outstanding as of December 31, 2024 |
|
|
7 |
|
|
|
3 |
|
|
|
Class B common stock, $0.0001 par
value; 121,000,000 shares authorized, 4,872,578 shares issued and outstanding as of December 31, 2025 and
2024 |
|
|
1 |
|
|
|
1 |
|
|
|
Additional paid-in capital |
|
|
2,315,081 |
|
|
|
2,204,814 |
|
|
|
Accumulated other comprehensive loss |
|
|
(474 |
) |
|
|
(295 |
) |
|
|
Treasury stock, at cost, 1,457,563 shares as of December 31, 2025 and 2024 |
|
|
(312,477 |
) |
|
|
(312,477 |
) |
|
|
Accumulated deficit |
|
|
(2,479,137 |
) |
|
|
(2,112,835 |
) |
|
|
Total stockholders deficit |
|
|
(476,999 |
) |
|
|
(220,789 |
) |
|
|
Total liabilities and stockholders deficit |
|
$ |
131,343 |
|
|
$ |
365,213 |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
33
[Table of Contents](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share data)
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
Products |
|
$ |
46,035 |
|
|
$ |
62,608 |
|
|
$ |
45,044 |
|
|
|
Services |
|
|
19,979 |
|
|
|
12,787 |
|
|
|
24,735 |
|
|
|
Total revenue |
|
|
66,014 |
|
|
|
75,395 |
|
|
|
69,779 |
|
|
|
Cost of sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products (includes loss on firm purchase commitments of $42,811, nil, and nil, respectively) |
|
|
127,548 |
|
|
|
86,005 |
|
|
|
105,236 |
|
|
|
Services |
|
|
16,684 |
|
|
|
15,080 |
|
|
|
37,233 |
|
|
|
Total cost of sales |
|
|
144,232 |
|
|
|
101,085 |
|
|
|
142,469 |
|
|
|
Gross loss |
|
|
(78,218 |
) |
|
|
(25,690 |
) |
|
|
(72,690 |
) |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
137,592 |
|
|
|
231,669 |
|
|
|
262,217 |
|
|
|
Sales and marketing |
|
|
16,619 |
|
|
|
45,488 |
|
|
|
53,097 |
|
|
|
General and administrative |
|
|
25,968 |
|
|
|
115,771 |
|
|
|
159,815 |
|
|
|
Impairment of goodwill and intangible assets |
|
|
3,719 |
|
|
|
6,647 |
|
|
|
15,489 |
|
|
|
Impairment of long-lived assets |
|
|
7,513 |
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other costs |
|
|
27,172 |
|
|
|
9,772 |
|
|
|
|
|
|
|
Total operating expenses |
|
|
218,583 |
|
|
|
409,347 |
|
|
|
490,618 |
|
|
|
Loss from operations |
|
|
(296,801 |
) |
|
|
(435,037 |
) |
|
|
(563,308 |
) |
|
|
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities |
|
|
|
|
|
|
1,069 |
|
|
|
1,936 |
|
|
|
Interest expense |
|
|
(48,190 |
) |
|
|
(27,032 |
) |
|
|
(11,048 |
) |
|
|
Interest income |
|
|
4,488 |
|
|
|
10,418 |
|
|
|
13,109 |
|
|
|
Gain on extinguishment of debt |
|
|
22,303 |
|
|
|
148,660 |
|
|
|
|
|
|
|
(Loss) gain from acquisition of EM4 |
|
|
(48 |
) |
|
|
1,474 |
|
|
|
|
|
|
|
Changes in fair value of derivative liability |
|
|
(3,308 |
) |
|
|
31,729 |
|
|
|
|
|
|
|
Losses and impairments related to investments and certain other assets, and other income (expense) |
|
|
1,941 |
|
|
|
(5,164 |
) |
|
|
(10,262 |
) |
|
|
Total other income (expense), net |
|
|
(22,814 |
) |
|
|
161,154 |
|
|
|
(6,265 |
) |
|
|
Loss before reorganization items and provision for income taxes |
|
|
(319,615 |
) |
|
|
(273,883 |
) |
|
|
(569,573 |
) |
|
|
Reorganization items |
|
|
46,349 |
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
338 |
|
|
|
(743 |
) |
|
|
1,696 |
|
|
|
Net loss |
|
|
(366,302 |
) |
|
|
(273,140 |
) |
|
|
(571,269 |
) |
|
|
Less: Deemed dividend on Series A preferred stock |
|
|
11,820 |
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders |
|
$ |
(378,122 |
) |
|
$ |
(273,140 |
) |
|
$ |
(571,269 |
) |
|
|
Net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(6.33 |
) |
|
$ |
(8.70 |
) |
|
$ |
(22.02 |
) |
|
|
Diluted |
|
$ |
(6.33 |
) |
|
$ |
(8.70 |
) |
|
$ |
(22.02 |
) |
|
|
Shares used in computing net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
59,699,261 |
|
|
|
31,404,616 |
|
|
|
25,939,912 |
|
|
|
Diluted |
|
|
59,699,261 |
|
|
|
31,404,616 |
|
|
|
25,939,912 |
|
|
|
Comprehensive Loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(366,302 |
) |
|
$ |
(273,140 |
) |
|
$ |
(571,269 |
) |
|
|
Net unrealized (losses) gains on available-for-sale debt securities |
|
|
(179 |
) |
|
|
(297 |
) |
|
|
4,228 |
|
|
|
Comprehensive loss |
|
$ |
(366,481 |
) |
|
$ |
(273,437 |
) |
|
$ |
(567,041 |
) |
|
|
* |
All periods presented have been retroactively adjusted to reflect the 1-for-15 reverse stock split effected on November 20, 2024. Refer to Note 1 for further information. |
|
The accompanying notes are an integral part of these consolidated financial statements.
34
[Table of Contents](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
Consolidated Statements of Preferred Stock and Stockholders Equity (Deficit)
(In thousands, except share data)
|
|
|
Series A
Preferred Stock |
|
|
Class A
Common Stock |
|
|
Class B
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Additional
Paid-in
Capital |
|
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
|
Treasury
Stock |
|
|
Accumulated
Deficit |
|
|
Total
Stockholders
Deficit |
|
|
|
Balance as of December 31, 2022 |
|
|
|
|
|
$ |
|
|
|
|
19,444,545 |
|
|
$ |
2 |
|
|
|
6,472,578 |
|
|
$ |
1 |
|
|
$ |
1,558,721 |
|
|
$ |
(4,226 |
) |
|
$ |
(312,477 |
) |
|
$ |
(1,268,426 |
) |
|
$ |
(26,405 |
) |
|
|
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units |
|
|
|
|
|
|
|
|
|
|
1,239,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,056 |
|
|
|
Issuance of Class A common stock under ESPP |
|
|
|
|
|
|
|
|
|
|
47,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,641 |
|
|
|
Issuance of Class A common stock under Equity Financing Program |
|
|
|
|
|
|
|
|
|
|
631,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,190 |
|
|
|
Issuance of Class A common stock to a TPK group company |
|
|
|
|
|
|
|
|
|
|
220,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
Issuance of Class A common stock to Plus AI |
|
|
|
|
|
|
|
|
|
|
128,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,141 |
|
|
|
Vendor payments under the stock in lieu of cash program |
|
|
|
|
|
|
|
|
|
|
1,045,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,873 |
|
|
|
Milestone awards relating to acquisitions |
|
|
|
|
|
|
|
|
|
|
196,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,656 |
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,278 |
|
|
|
Payments of employee taxes related to stock-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,137 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,137 |
) |
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,228 |
|
|
|
|
|
|
|
|
|
|
|
4,228 |
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(571,269 |
) |
|
|
(571,269 |
) |
|
|
Balance as of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
22,952,280 |
|
|
|
2 |
|
|
|
6,472,578 |
|
|
|
1 |
|
|
|
1,927,419 |
|
|
|
2 |
|
|
|
(312,477 |
) |
|
|
(1,839,695 |
) |
|
|
(224,748 |
) |
|
|
Issuance of Class A common stock upon exercise of stock options and vesting of restricted stock units |
|
|
|
|
|
|
|
|
|
|
2,456,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
548 |
|
|
|
Issuance of Class A common stock under ESPP |
|
|
|
|
|
|
|
|
|
|
63,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,153 |
|
|
|
Issuance of Class A common stock under 401(k) Plan |
|
|
|
|
|
|
|
|
|
|
99,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,550 |
|
|
|
Issuance of Class A common stock under Equity Financing Program |
|
|
|
|
|
|
|
|
|
|
8,335,450 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
89,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,359 |
|
|
|
Issuance of Class A common stock upon conversion of 2030 Convertible Notes |
|
|
|
|
|
|
|
|
|
|
1,980,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,945 |
|
|
|
Issuance of Class A common stock in settlement of certain claims |
|
|
|
|
|
|
|
|
|
|
46,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,842 |
|
|
|
Vendor payments under the stock in lieu of cash program |
|
|
|
|
|
|
|
|
|
|
129,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,473 |
|
|
|
Milestone awards relating to acquisitions |
|
|
|
|
|
|
|
|
|
|
391,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250 |
|
|
|
Conversion of Class B common stock to Class A common stock |
|
|
|
|
|
|
|
|
|
|
1,600,000 |
|
|
|
|
|
|
|
(1,600,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense related to Volvo Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
642 |
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,631 |
|
|
|
Payments of employee taxes related to stock-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,997 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,997 |
) |
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(297 |
) |
|
|
|
|
|
|
|
|
|
|
(297 |
) |
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(273,140 |
) |
|
|
(273,140 |
) |
|
|
Balance as of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
38,056,676 |
|
|
|
3 |
|
|
|
4,872,578 |
|
|
|
1 |
|
|
|
2,204,814 |
|
|
|
(295 |
) |
|
|
(312,477 |
) |
|
|
(2,112,835 |
) |
|
|
(220,789 |
) |
|
|
Issuance of Series A preferred stock, net of issuance costs and discount of $3,586 |
|
|
35,000 |
|
|
|
29,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Class A common stock as commitment fee |
|
|
|
|
|
|
|
|
|
|
505,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,970 |
|
|
|
Issuance of Class A common stock upon conversion of Series A preferred stock |
|
|
(35,000 |
) |
|
|
(41,265 |
) |
|
|
14,302,063 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
41,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,265 |
|
|
|
Deemed dividend on Series A preferred stock |
|
|
|
|
|
|
11,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,820 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,820 |
) |
|
|
Issuance of Class A common stock upon vesting of restricted stock units |
|
|
|
|
|
|
|
|
|
|
3,625,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Class A common stock under ESPP |
|
|
|
|
|
|
|
|
|
|
150,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
381 |
|
|
|
Issuance of Class A common stock upon conversion of 2026 Convertible Senior Notes |
|
|
|
|
|
|
|
|
|
|
3,050,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,105 |
|
|
|
Issuance of Class A common stock upon conversion of 2030 Convertible Notes |
|
|
|
|
|
|
|
|
|
|
202,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,300 |
|
|
|
Issuance of Class A common stock under the Equity Financing Program |
|
|
|
|
|
|
|
|
|
|
12,527,353 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
36,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,153 |
|
|
|
Issuance of Class A common stock to a wholly owned subsidiary of TPK |
|
|
|
|
|
|
|
|
|
|
2,600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,462 |
|
|
|
Vendor payments under the stock-in-lieu of cash program |
|
|
|
|
|
|
|
|
|
|
133,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
405 |
|
|
|
Expense related to Volvo warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,276 |
|
|
|
Share-based compensation, including restructuring costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,828 |
|
|
|
Payments of employee taxes related to vested restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,054 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,054 |
) |
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(179 |
) |
|
|
|
|
|
|
|
|
|
|
(179 |
) |
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(366,302 |
) |
|
|
(366,302 |
) |
|
|
Balance as of December 31, 2025 |
|
|
|
|
|
$ |
|
|
|
|
75,153,311 |
|
|
$ |
7 |
|
|
|
4,872,578 |
|
|
$ |
1 |
|
|
$ |
2,315,081 |
|
|
$ |
(474 |
) |
|
$ |
(312,477 |
) |
|
$ |
(2,479,137 |
) |
|
$ |
(476,999 |
) |
|
|
* |
All periods presented have been retroactively adjusted to reflect the 1-for-15 reverse stock split effected on November 20, 2024. Refer to Note 1 for further information. |
|
The accompanying notes are an integral part of these consolidated financial statements.
35
[Table of Contents](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
Consolidated Statements of Cash Flows
(In thousands)
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(366,302 |
) |
|
$ |
(273,140 |
) |
|
$ |
(571,269 |
) |
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
16,969 |
|
|
|
25,255 |
|
|
|
26,624 |
|
|
|
Amortization of operating lease right-of-use assets |
|
|
6,113 |
|
|
|
8,497 |
|
|
|
6,987 |
|
|
|
Amortization of discount on marketable securities |
|
|
(1,099 |
) |
|
|
(2,248 |
) |
|
|
(5,929 |
) |
|
|
Loss on marketable securities |
|
|
690 |
|
|
|
1,901 |
|
|
|
7,594 |
|
|
|
Losses and impairments on non-marketable securities and certain other assets |
|
|
|
|
|
|
4,000 |
|
|
|
2,141 |
|
|
|
Change in fair value of warrants |
|
|
|
|
|
|
(1,069 |
) |
|
|
(1,936 |
) |
|
|
Vendor stock in lieu of cash program |
|
|
12,785 |
|
|
|
14,614 |
|
|
|
50,829 |
|
|
|
Amortization of debt discount and issuance costs |
|
|
7,955 |
|
|
|
4,938 |
|
|
|
3,236 |
|
|
|
Inventory write-offs and write-downs |
|
|
12,820 |
|
|
|
20,133 |
|
|
|
19,547 |
|
|
|
Loss on firm purchase commitments |
|
|
42,811 |
|
|
|
|
|
|
|
|
|
|
|
Change in the fair value of the derivatives |
|
|
3,308 |
|
|
|
(31,729 |
) |
|
|
|
|
|
|
Gain or write-off on sale or disposal of property and equipment |
|
|
166 |
|
|
|
(51 |
) |
|
|
1,522 |
|
|
|
Gain on extinguishment of debt |
|
|
(22,303 |
) |
|
|
(148,660 |
) |
|
|
|
|
|
|
Share-based compensation, including restructuring costs |
|
|
8,706 |
|
|
|
139,135 |
|
|
|
207,132 |
|
|
|
Impairment of goodwill and other intangible assets |
|
|
3,719 |
|
|
|
6,647 |
|
|
|
15,489 |
|
|
|
Impairment of long-lived assets |
|
|
7,513 |
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) from acquisition of EM4 |
|
|
48 |
|
|
|
(1,474 |
) |
|
|
|
|
|
|
Provision for credit loss |
|
|
2,186 |
|
|
|
|
|
|
|
|
|
|
|
Gain from sale of investment |
|
|
(2,908 |
) |
|
|
|
|
|
|
|
|
|
|
Change in product warranty and other |
|
|
6,172 |
|
|
|
(2,790 |
) |
|
|
2,382 |
|
|
|
Deferred taxes |
|
|
|
|
|
|
(582 |
) |
|
|
(64 |
) |
|
|
Reorganization items |
|
|
41,744 |
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
8,312 |
|
|
|
916 |
|
|
|
(2,951 |
) |
|
|
Inventories |
|
|
(4,866 |
) |
|
|
(19,306 |
) |
|
|
(22,951 |
) |
|
|
Prepaid expenses and other current assets |
|
|
10,539 |
|
|
|
(4,990 |
) |
|
|
11,641 |
|
|
|
Other non-current assets |
|
|
21,701 |
|
|
|
10,722 |
|
|
|
177 |
|
|
|
Accounts payable |
|
|
14,436 |
|
|
|
(2,639 |
) |
|
|
3,657 |
|
|
|
Accrued and other current liabilities |
|
|
(7,861 |
) |
|
|
(7,212 |
) |
|
|
9,158 |
|
|
|
Other non-current liabilities |
|
|
(19,808 |
) |
|
|
(17,498 |
) |
|
|
(10,320 |
) |
|
|
Net cash used in operating activities |
|
|
(196,454 |
) |
|
|
(276,630 |
) |
|
|
(247,304 |
) |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of marketable securities |
|
|
(54,268 |
) |
|
|
(130,404 |
) |
|
|
(301,493 |
) |
|
|
Proceeds from maturities of marketable securities |
|
|
128,120 |
|
|
|
177,932 |
|
|
|
520,286 |
|
|
|
Proceeds from sales/redemptions of marketable securities |
|
|
23,625 |
|
|
|
3,421 |
|
|
|
52,356 |
|
|
|
Issuance of promissory notes |
|
|
(2,100 |
) |
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of equity investment |
|
|
2,908 |
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(2,021 |
) |
|
|
(5,090 |
) |
|
|
(21,915 |
) |
|
|
Acquisition of EM4 (net of cash acquired) |
|
|
242 |
|
|
|
(3,531 |
) |
|
|
|
|
|
|
Proceeds from disposal of property and equipment |
|
|
305 |
|
|
|
135 |
|
|
|
|
|
|
|
Acquisition of Seagates lidar business |
|
|
|
|
|
|
|
|
|
|
(12,608 |
) |
|
|
Net cash provided by investing activities |
|
|
96,811 |
|
|
|
42,463 |
|
|
|
236,626 |
|
|
36
[Table of Contents](#TABLEOFCONTENTS)
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from issuance of Class A common stock under the Equity Financing Program |
|
|
36,153 |
|
|
|
89,359 |
|
|
|
50,190 |
|
|
|
Proceeds from issuance of Senior notes, net of Senior Notes and 2030 Convertible Notes issuance costs |
|
|
|
|
|
|
89,202 |
|
|
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
|
|
|
|
548 |
|
|
|
3,061 |
|
|
|
Proceeds from sale of Class A common stock under ESPP |
|
|
381 |
|
|
|
1,153 |
|
|
|
2,641 |
|
|
|
Payments of employee taxes related to stock-based awards |
|
|
(1,054 |
) |
|
|
(1,997 |
) |
|
|
(2,137 |
) |
|
|
Proceeds from issuance of Class A common stock to a wholly owned subsidiary of TPK |
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
Proceeds from a financing transaction |
|
|
|
|
|
|
|
|
|
|
6,442 |
|
|
|
Repurchases of 2026 Convertible Senior Notes |
|
|
(30,297 |
) |
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Series A preferred stock, net of issuance costs, discount and commitment fees |
|
|
31,415 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
36,598 |
|
|
|
178,265 |
|
|
|
80,197 |
|
|
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
|
(63,045 |
) |
|
|
(55,902 |
) |
|
|
69,519 |
|
|
|
Beginning cash, cash equivalents and restricted cash |
|
|
84,722 |
|
|
|
140,624 |
|
|
|
71,105 |
|
|
|
Ending cash, cash equivalents and restricted cash |
|
$ |
21,677 |
|
|
$ |
84,722 |
|
|
$ |
140,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
29,479 |
|
|
$ |
14,837 |
|
|
$ |
7,813 |
|
|
|
Supplemental disclosures of noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of 2030 Convertible Notes |
|
|
1,300 |
|
|
|
28,945 |
|
|
|
|
|
|
|
Conversion of 2026 Convertible Notes |
|
|
16,105 |
|
|
|
|
|
|
|
|
|
|
|
Conversion of Series A preferred stock to Class A common stock |
|
|
41,265 |
|
|
|
|
|
|
|
|
|
|
|
Deemed dividend on Series A preferred stock |
|
|
(11,820 |
) |
|
|
|
|
|
|
|
|
|
|
Recognition/derecognition of right-of-use assets in exchange for lease obligations |
|
|
(9,714 |
) |
|
|
(4,821 |
) |
|
|
28,447 |
|
|
|
Purchases of property and equipment recorded in accounts payable and accrued liabilities |
|
|
250 |
|
|
|
490 |
|
|
|
826 |
|
|
|
Vendor stock in lieu of cash programadvances for capital projects and equipment |
|
|
|
|
|
|
|
|
|
|
8,551 |
|
|
|
Investment in Plus |
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Description of Business
Luminar Technologies, Inc. (together with its wholly-owned subsidiaries, the Company or Luminar) is incorporated in Delaware. Luminar
is a technology company specializing in advanced Light Detection and Ranging (LiDAR) hardware and software solutions to enable the worlds safest and smartest vehicles. Over the past decade, Luminar has been developing proprietary LiDAR hardware,
core semiconductor components, and software in-house to meet the demanding performance, safety, reliability and cost requirements to enable next-generation safety and autonomous capabilities for passenger and commercial vehicles, as well as other
adjacent markets. The Companys Class A common stock, par value $0.0001 per share (the Class A common stock) trades on the OTC Pink Limited Market as of December 24, 2025 under the symbol LAZRQ.
On December 15, 2025 and December 31, 2025, as applicable, the Company and certain of its subsidiaries (collectively, the Debtors) filed voluntary
petitions (the Bankruptcy Petitions) for relief under chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code) in the United States Bankruptcy Court for the
Southern District of Texas (the Bankruptcy Court) thereby commencing chapter 11 cases (the Chapter 11 Cases). The Companys subsidiary, Luminar Semiconductors, Inc. (Luminar Semiconductor or LSI), LSIs subsidiaries and the Companys
foreign subsidiaries are not Debtors in the Chapter 11 Cases.
The Debtors also filed a motion seeking authorization to conduct sale processes for the LSI equity and the LiDAR business designed to achieve the highest or otherwise
best offer for the assets pursuant to section 363 of Bankruptcy Code.
In addition, the Debtors filed a proposed Chapter 11 Plan of Liquidation of Luminar Technologies, Inc. and its Affiliated Debtors (the Plan of Liquidation or Plan)
and a related disclosure statement with the Bankruptcy Court. The Plan of Liquidation provides for the establishment of a liquidation trust to oversee and implement the liquidation of the Debtors remaining assets and distribute the proceeds
thereof to the Debtors stakeholders.
As of the date hereof, the Company has sold substantially all of its assets and ceased business operations, and is in the process of winding down its remaining
operations and pursuing confirmation of its Plan of Liquidation
Since inception, the Company has not generated positive cash flows from operating activities and has incurred significant losses from
operations. As of December 31, 2025, the Company had an accumulated deficit of $2.5 billion. For additional information regarding the Chapter 11 Cases, see Note 3, Bankruptcy Proceedings, Note 21, Subsequent Events and for additional information on the Companys ability to continue as a going concern, see Note 2, Basis of Presentation and Summary of Significant Accounting Policies- Liquidity and Going Concern.
The Company is headquartered in Orlando, Florida and has personnel in various locations in the United States and internationally including Germany,
Sweden, Mexico, China and India.
Reverse Stock Split
In November 2024, following approval by the Companys stockholders at a special meeting of stockholders (the Special Meeting) held in October 2024 of a
reverse stock split of all the outstanding Class A common stock and Class B common stock and any common stock held by the Company as treasury shares (the Reverse Stock Split), and a determination by the Board of Directors of a reverse stock split
ratio of 1-for-15 (the Reverse Stock Split Ratio), the Company effected a Reverse Stock Split at the Reverse Stock Split Ratio. All
share data and per share data amounts included in this Form 10-K have been retrospectively adjusted to reflect the effect of the Reverse Stock Split.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States
(GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding annual financial reporting. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts in
the consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Bankruptcy Accounting
As a result of the Bankruptcy Petitions filed with the Bankruptcy Court, the Company has applied the provisions of Financial Accounting Standards Boards
(FASB) Accounting Standards Codification (ASC) 852, Reorganization (ASC 852), in preparing the accompanying consolidated financial statements. ASC 852 requires that, for periods including and after
the filing of a chapter 11 petition, the consolidated financial statements distinguish transactions and events that are directly associated with the Chapter 11 Cases from the ongoing operations of the business. Accordingly, for the period beginning
December 15, 2025, pre-petition unsecured and under secured claims related to the Debtors that may be impacted by the bankruptcy proceedings have been classified as liabilities subject to compromise in the consolidated balance sheets. Liabilities
subject to compromise include pre-petition liabilities for which there is uncertainty about whether such pre-petition liabilities could be impaired as a result of the Chapter 11 Cases. Liabilities subject to compromise are recorded at the expected
amount of the total allowed claim, even if they may ultimately be settled for different amounts. In addition, expenses directly and incrementally resulting from the Chapter 11 Cases are classified as reorganization items in the consolidated
statements of operations and comprehensive loss. See Note 3, Bankruptcy Proceedings, for additional information.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make judgments, estimates, and
assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosures. The significant estimates made by management include useful life of long-lived assets, valuation allowance for deferred
tax assets, impairment of goodwill and IPR&D (as defined below), assets acquired in mergers and acquisitions, including intangible assets, forecasted costs associated with non-recurring engineering (NRE) services, restructuring and other
costs, valuation of convertible and senior notes and derivatives associated with them, valuation of distinct goods and services in the purchase contract with customers, reorganization items, liabilities subject to compromise, legal contingencies,
net realizable value of inventory, accrual for loss firm purchase commitments and stock-based compensation expense. Management periodically evaluates such estimates, and they are adjusted prospectively based upon such periodic evaluation. Actual
results could differ from those estimates.The Chapter 11 Cases will result in continuous changes in facts and circumstances that will cause the Companys estimates and assumptions to change, potentially
materially. See Note 21, Subsequent Events, for additional information.
Liquidity and Going Concern
Going Concern
In accordance with ASC Subtopic 205-40, Presentation of Financial Statements Going Concern, the Company
has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements included in
this report are issued.
Since inception, the Company has not generated positive cash flows from operating activities and has incurred significant losses from
operations. As of December 31, 2025, the Company had an accumulated deficit of $2.5 billion.
The filing of the Chapter 11 Cases constituted an event of default that permitted the acceleration of the Companys obligations under its outstanding
debt instruments.
Commencing in February 2026 through the date hereof, the Company has ceased business operations and has sold substantially all of its assets and is
awaiting the Bankruptcy Courts confirmation of the Plan of Liquidation. The Plan will govern how the remaining value of the Company will be distributed to holders of claims and equity interests in the Company.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. However, management has concluded that as a result of the Chapter 11 Cases, substantial doubt exists about the Companys ability to continue as a going
concern for 12 months following the issuance of the financial statements. The Company's accompanying consolidated financial statements do not include any adjustments that might result from the wind-down of the Company, including the disposition of
the proceeds and the disposition of the Companys remaining assets to eligible claim holders.
Debtor-in Possession
In general, as debtors-in-possession under the Bankruptcy Code, the Company is authorized to continue to operate as an ongoing business but may not
engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to certain motions and applications intended to limit the disruption of the Chapter 11 Cases on our operations and other
motions filed with the Bankruptcy Court, the Bankruptcy Court has authorized the Debtors to conduct their business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing
the Debtors to pay employee wages and benefits, to honor customer programs, to pay certain critical vendors and suppliers for goods and services, and to continue honoring insurance and tax obligations as they come due. For detailed discussion about
the Chapter 11 Cases, refer to Note 3, Bankruptcy Proceedings.
Delisting of Common Stock
On December 17, 2025, the Company was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) that Nasdaq had determined to delist
the Companys Class A common stock, par value $0.0001 per share (the Common Stock) in accordance with Nasdaq Listing Rules 5101,
5110(b), and IM5101-1 as a result of the Companys commencement of voluntary proceedings under chapter 11 of the Bankruptcy Code. The Company did not appeal Nasdaqs determination. Accordingly, trading of the Common Stock on Nasdaq was suspended
on December 24, 2025 and the stock has not traded on Nasdaq since that time. On January 23, 2026, the Company filed Form 25 with the Securities and Exchange Commission to remove the Class A common stock from listing and registration on Nasdaq. The
delisting from Nasdaq was effective 10 days after the filing of the Form 25 and deregistration of the Common Stock under Section 12(b) of the Exchange Act will be effective 90 days (or such shorter period as the SEC may determine) after the filing
of the Form 25. The Common Stock currently trades on trades on the OTC Pink Limited Market (commonly referred to as the pink sheets) under the symbol LAZRQ.
Derivative Liability
The Company evaluated the embedded conversion and make-whole feature within its convertible notes and the embedded contingent redemption feature within
its senior notes under ASC 815-15, Derivatives and hedging - Embedded Derivative to determine if embedded features meet the definition of a derivative and, if so, whether to bifurcate the features and
account for them as a separate derivative liability. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value in the consolidated balance sheet at issuance and marked-to-market at each balance sheet
date as component of convertible and senior notes. The change in the fair value during the period is recorded in other income (expense), net in the consolidated statement of operations. Upon conversion, exercise, or repayment, the respective
derivative liability is marked to fair value at the conversion, repayment, or exercise date, and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment in the consolidated
statement of operations.
Segment Information
The Company has determined its operating segments using the same indicators that were used to evaluate its performance internally. The Companys business
activities are organized in two operating segments:
(i) Autonomy Solutions, which includes manufacturing and sale of LiDAR sensors that measure distance using pulsed laser light to generate a 3D
environmental model (a.k.a. point cloud), non-recurring engineering services related to the Companys LiDAR products, development of software products that enable ADAS and autonomous capabilities for automotive applications, and licensing of
certain data and information. In June 2022, the Company acquired certain assets from Solfice Research, Inc. (Solfice or Civil Maps). In January 2023, the Company acquired certain assets from Seagate Technology LLC and Seagate Singapore
International Headquarters Pte. Ltd. (individually and collectively, Seagate). Assets purchased from both Civil Maps and Seagate have been included in the Autonomy Solutions segment.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ii) Advanced Technologies and Services (ATS), which includes the design, development, manufacturing, packaging, and development services of photonic
components and sub-systems (including semiconductor lasers and photodetectors), application-specific integrated circuits, and pixel-based sensors. The Company acquired Optogration, Inc. (Optogration) in August 2021, Freedom Photonics LLC
(Freedom Photonics) in April 2022, and EM4, LLC (EM4) in March 2024. Operations of Optogration, Freedom Photonics and EM4 have been included in the ATS segment since their respective acquisition dates.
Concentration of Credit Risk
The Companys financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, debt securities,
and accounts receivable. The Companys deposits exceed federally insured limits. Cash held by the foreign subsidiaries of the Company as of December 31, 2025 and 2024 was not material.
The Companys revenue is derived from customers located in the United States and international markets. Two customers, customer C and customer D, accounted for 17% and
11% of the Companys accounts receivable as of December 31, 2025, respectively. Two customers, customer A and customer C, accounted for 32% and
22% of the Companys accounts receivable as of December 31, 2024, respectively.
Cash and Cash Equivalents
The Companys cash and cash equivalents consist of investments with maturities of three months or less at the time of purchase. The Companys cash
equivalents include investments in money market funds, U.S. treasury securities, commercial paper, and corporate bonds.
Restricted Cash
Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to legal agreements. The Company determines current or
non-current classification of restricted cash based on the expected duration of the restriction.
Debt Securities
Debt securities held by the Company consist of U.S. treasury securities, U.S agency and government sponsored securities, commercial paper, corporate
bonds, and certificate of deposits. The Company classifies its debt securities as available-for-sale at the time of purchase and reevaluates such designation as of each balance sheet date. The Company considers all debt securities as available for
use to support current operations, including those with maturity dates beyond one year, and are classified as current assets under marketable securities in the accompanying consolidated balance sheets. Debt securities included in marketable
securities on the consolidated balance sheets consist of securities with original maturities greater than three months at the time of purchase. Debt securities are carried at fair value, with the unrealized gains and losses reported as a component
of accumulated other comprehensive income (loss) (OCI). Any realized gains or losses on the sale of debt securities are determined on a specific identification method, and such gains and losses are reflected as a component of other income
(expense), net.
The Company reviews the fair value of debt securities, and when the fair value of a debt security is below its amortized cost, the amortized cost should
be written down to its fair value if (i) it is more likely than not that management will be required to sell the impaired security before recovery of its amortized basis; or (ii) management has the intention to sell the security. If neither of
these conditions are met, the Company must determine whether the impairment is due to credit losses. To determine the amount of credit losses, the Company compares the present value of the expected cash flows of the security, derived by taking into
account the issuers credit ratings and remaining payment terms, with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses
for the excess of amortized cost over the expected cash flows is recorded in other income (expense), net on the consolidated statements of operations. Non-credit related impairment losses are recorded in OCI.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Marketable Equity Investments
Marketable equity investments are measured using the quoted prices in active markets, with changes recorded in other income (expense), net on the
consolidated statement of operations.
Non-Marketable Equity Investments Measured Using the Measurement Alternative
The Company holds a non-marketable equity investment in a privately held company in which the Company does not own a controlling interest or have
significant influence. The investment does not have a readily determinable fair value and the Company has elected the measurement alternative, and consequently, measures the investment at cost less any impairment, adjusted to fair value, if there
are observable price changes for an identical or similar investment of the same issuer.
Accounts Receivable
Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for credit losses
quarterly based on historical experience with each customer and the specifics of each customer arrangement. The Company did not have material write-offs in any period presented, and as of December 31, 2025 and 2024, the allowance for credit losses
was not material.
Inventory
The Company values inventory at the lower of cost or net realizable value. Costs resulting from under-utilized capacity are recorded as period expenses
and not absorbed into inventory value. The Company determines the cost of inventory using the standard-cost method, which approximates actual costs based on a first-in, first-out method. In assessing the ultimate recoverability of inventory, the
Company makes estimates regarding future customer demand, the timing of new product introductions, economic trends, and market conditions. If the actual product demand is significantly lower than forecasted, the Company may be required to record
inventory write-downs, which would be charged to cost of sales. Furthermore, the Company periodically reviews its firm commitments for the purchase of minimum order quantities. If the minimum order quantities exceed the Companys future demand, a
net loss is accrued in cost of sales for such future inventory purchases.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over the
estimated useful lives of the assets as follows:
|
Asset Category |
|
Estimated useful lives |
|
|
Machinery and equipment |
|
1 to 7 years |
|
|
Computer hardware and software |
|
3 to 5 years |
|
|
Demonstration fleet and demonstration units |
|
2 to 5 years |
|
|
Leasehold improvements |
|
Shorter of useful life or lease term |
|
|
Vehicles |
|
5 years |
|
|
Furniture and fixtures |
|
7 years |
|
Design and development costs for molds, dies, and other tools that will be used in producing the products under a long-term supply arrangement are
capitalized as tooling, which are included in machinery and equipment. The Company estimates useful lives for these tooling items to range between one
to three years. The amount capitalized for tooling as of December 31, 2025 and 2024 was not material. Maintenance and repairs are expensed as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost
and accumulated depreciation and amortization are removed from the consolidated balance sheet, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Intangible Assets
Intangible assets, consisting of acquired developed technology, customer relationships, customer backlog, assembled workforce, in-process research and
development (IPR&D) and tradename are carried at cost less accumulated amortization. All intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives,
ranging from one to ten years.
Amortization expense related to developed technology is included in cost of sales. Amortization expense related to customer relationships is included in sales and marketing expense. Amortization expense related to tradename is included in general
and administrative expense. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate an assets carrying value may not be recoverable. IPR&D is tested for impairment annually or more frequently if
events or changes in circumstances indicate that the IPR&D intangible asset might be impaired.
Goodwill
The Company records goodwill when the consideration paid in a business combination exceeds the fair value of the net tangible assets and the identified
intangible assets acquired. Goodwill is not amortized, but instead is required to be tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may exceed its fair value at the
reporting unit level. A reporting unit is the same as, or one level below, an operating segment.
The Company reviews goodwill for impairment annually in its third quarter, and more frequently whenever events or changes in circumstances indicate that
it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more
likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If the carrying amount of a reporting unit exceeds its estimated fair value, the Company
records an impairment based on the difference between fair value and carrying amount of the reporting unit as a reduction to goodwill. The fair value of a reporting unit refers to the price that would be received to sell the reporting unit in an
orderly transaction between market participants. The Company estimates the fair values of its reporting units using a discounted cash flow model, which utilizes Level 3 unobservable inputs.
Impairment of Long-Lived Assets
The Company reviews tangible long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
group may not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the estimated undiscounted future net cash flows to the related asset groups carrying value. If an asset is considered
impaired, the asset is written down to fair value. The Company uses market participant perspective when determining fair value of an asset group based on estimated future cash flows.
Convertible Senior Notes
The Companys 2026 Convertible Senior Notes (as defined in Note 10, Debt) issued in December 2021 are
accounted for as a single liability instrument measured at its amortized cost, as no embedded features require bifurcation and recognition as derivatives.
The Company bifurcated and separately accounted for the conversion option and make-whole feature of the 2030 Convertible Notes as derivative instruments.
The bifurcated derivative instruments are liability classified and recorded at fair value in the consolidated balance sheet. The Company remeasures the derivative liabilities at each reporting period with any changes to be recorded in other income
(expense), net in the consolidated statements of operations.
In August 2024, the Company exchanged $421.9
million aggregate principal amount of the outstanding 2026 Convertible Senior Notes for its newly issued 2030 Convertible Notes (as defined in Note 10, Debt).
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Senior Notes
The Company bifurcated and separately accounted for the contingent redemption feature of the Senior Notes (as defined in Note 10, Debt) as a derivative instrument. The bifurcated derivative instrument is liability classified and recorded at fair value in the consolidated balance sheet. The Company remeasures the derivative liability at
each reporting period with any changes to be recorded in other income (expense), net in the consolidated statements of operations.
Product Warranties
Estimated future warranty costs are accrued and charged to cost of sales in the period that the related revenue is recognized. These estimates are based
on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded
warranty liabilities and adjusts the said estimates as necessary.
Preferred Stock
The preferred stock is recorded outside of permanent equity when its contingently redeemable at the option of the holders upon events that are not solely
within the Companys control, in accordance with ASC 480, Distinguishing Liabilities from Equity. The preferred stock is recorded at proceeds received, net of issuance costs, discount and commitment fee. The
carrying amount is accreted to the redemption value over the period from issuance to the earliest redemption date. The resulting accretion is treated as a deemed dividend and recorded as a reduction to retained earnings (or an increase in
accumulated deficit), impacting the calculation of net income/(loss) available to common stockholders. The deemed dividend from accretion reduces earnings available to holders of the Companys common stock in calculating basic and diluted EPS.
Current Expected Credit Loss
The Company applies ASC 326, Financial Instruments Credit Losses (CECL), to financial assets measured at
amortized cost, including promissory notes receivable. Under CECL, the Company estimates lifetime expected credit losses based on relevant historical experience, current conditions, and reasonable and supportable forecasts. Expected credit losses
are recognized through an allowance for credit losses, which is adjusted each reporting period as new information becomes available. Provisions for credit losses are recorded in the consolidated statements of operations within other income
(expense), net to reflect current period changes in the allowance. Financial assets that are determined to be uncollectible are written off against the allowance for credit losses.
Revenue Recognition
Under ASC 606, the Company determines revenue recognition through the following steps:
|
|
|
Identifying the contract, or contracts, with the customer; |
|
|
|
|
Identifying the performance obligations in the contract; |
|
|
|
|
Determining the transaction price; |
|
|
|
|
Allocating the transaction price to performance obligations in the contract; and |
|
|
|
|
Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services. |
|
Nature of Products and Services and Revenue Recognition
The Autonomy Solutions segment derives revenue primarily from (a) product sales of LiDAR sensors to customers and distributors, (b) non-recurring
engineering services under fixed fee arrangements (NRE services) to integrate its LiDAR hardware for ADAS and autonomous applications in vehicle platforms, and (c) licensing of certain data and information.
The ATS segment derives revenue primarily from (a) product sales of application-specific integrated circuits, pixel-based sensors, advanced lasers, and
photonic components and sub-systems (including semiconductors lasers and photodetectors), as well as (b) NRE services for designing and testing non-standard integrated circuits.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue from product sales is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment
or delivery dependent upon the terms of the underlying contract. Certain customer arrangements involve NRE services to design and develop custom prototype products to customers. The Company recognizes revenue from these NRE arrangements over time
as services are provided or at point in time upon completion and acceptance by the customer of contract deliverables, depending on the terms of the arrangement. Revenue is deferred for any amounts billed or received prior to delivery of services.
For NRE services revenue recognized over time, the Company recognizes revenue using an input method based on contract cost incurred to date compared to
total estimated contract costs (cost-to-cost). For NRE service projects, the Company typically contracts with customers based on hourly rates or on a fixed fee basis. For arrangements based on hourly rates, revenue is recognized as services are
performed and amounts are earned in accordance with the terms of the contract at estimated collectible amounts. For arrangements based on a fixed fee, revenue is recognized based on the progress or the percentage of completion of the NRE service
project. Expenses associated with performance of work may be reimbursed with a markup depending on contractual terms and are included in revenue.
Contract costs related to NRE arrangements are incurred over time, which can be several years, and the estimation of these costs requires managements
judgment. Significant judgment is required when estimating total contract costs and progress to completion on the arrangements, as well as whether a loss is expected to be incurred on the contract. In estimating total contract costs, the Company is
also required to estimate the effort expected to be incurred to complete a NRE project. These estimates are subject to significant uncertainty, as actual time and effort incurred on completing a NRE project or actual rates of either internal or
contracted personnel working on such NRE projects may differ from the Companys estimates. Changes in circumstances may change the original estimates of revenues, costs, or extent of progress toward completion, and revisions to the estimates are
made which may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in income in the period in which the circumstances that gave rise to the revision become known to us. We perform ongoing profitability
analysis of our contracts accounted for under this method to determine whether the latest estimates of revenues, costs, and profits require updating. If at any time these estimates indicate that the contract will not be profitable, the entire
estimated loss for the remainder of the contract is recorded immediately.
The Company enters into term-based licenses that provide customers the right to use certain information available with the Company. Revenue from these
licenses is recognized at the point in time at which the customer is able to use and benefit from the licensed information, which is generally upon delivery of the information to the customer or upon commencement of the renewal term.
Amounts billed to customers for shipping and handling are included in revenue. Taxes collected from customers and remitted to governmental authorities
are excluded from revenue on the net basis of accounting.
Arrangements with Multiple Performance Obligations
When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can
benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between
separate performance obligations in proportion to their estimated standalone selling price. The transactions to which the Company had to estimate standalone selling prices and allocate the arrangement consideration to multiple performance
obligations were immaterial.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company provides standard product warranties for a term of typically up to one year to ensure that its products comply with agreed-upon
specifications. Standard warranties are considered to be assurance-type warranties and are not accounted for as separate performance obligations. See Product Warranties for accounting policy on standard warranties.
Other Policies, Judgments and Practical Expedients
Contract balances. Contract assets and liabilities represent the differences in the timing of revenue
recognition from the receipt of cash from the Companys customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in
advance of the satisfaction of performance under the contract. Receivable represents right to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration
is due.
Remaining performance obligations. Revenue allocated to remaining performance obligations represents the
transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts
where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. The Company has elected the optional exemption, which allows
for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less.
Significant financing component. In certain arrangements, the Company receives payment from a customer either
before or after the performance obligation has been satisfied. Typically, the expected timing difference between the payment and satisfaction of performance obligations is one year or less; therefore, the Company applies a practical expedient and
does not consider the effects of the time value of money. The Companys contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive or provide financing from or to the
customers.
Contract modifications. The Company may modify contracts to offer customers additional products or services.
Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and
services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the
pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts on a prospective basis where the remaining goods and services are distinct from the
original items and on a cumulative catch-up basis when the remaining goods and services are not distinct from the original items.
Judgments and estimates. Accounting for contracts recognized over time involves the use of various techniques
to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near term. The Company reviews and updates its
contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete
satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made.
Cost of Sales
The Company includes all manufacturing and sourcing costs incurred prior to the receipt of finished goods at its distribution facility in cost of sales.
Cost of sales include the fixed and variable manufacturing costs of the Companys LiDAR products, which primarily consists of personnel-related costs, including stock-based compensation for personnel engaged in manufacturing, assembly, and related
services, material purchases from third-party contract manufacturers and other suppliers which are directly associated with our manufacturing process, as well as costs associated with excess capacity. Cost of sales also includes cost of providing
services to customers, losses on firm purchase commitments, write downs for excess and obsolete inventory, and shipping costs.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Research and Development (R&D)
R&D expenses consist primarily of personnel-related expenses, consulting and contractor expenses, tooling and prototype materials to the extent no
future benefit is expected, and allocated overhead costs. Substantially all of the Companys R&D expenses are related to developing new products and services, improving existing products and services, and developing manufacturing processes.
R&D expenses are expensed as incurred.
Design and development costs for products to be sold under long-term supply arrangements are expensed as incurred. Design and development costs for
molds, dies, and other tools involved in new technologies are expensed as incurred. Design and development costs for molds, dies, and other tools that will be used in producing the products under a long-term supply arrangement are capitalized as
part of the molds, dies, and other tools.
Stock-Based Compensation
Employee awards
For equity classified awards, the Company measures the cost of share-based awards granted to employees, non-employees, and directors based on the
grant-date fair value of the awards. The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model. The grant-date fair value of purchase rights under the Companys 2020 Employee Stock Purchase Plan
(ESPP) is calculated using a Black-Scholes option pricing model. The grant-date fair value of restricted stock is calculated based on the fair value of the underlying common stock less cash proceeds paid by the recipient to acquire the restricted
stock, if any. The grant-date fair value of stock-based awards with market conditions is estimated using a Monte Carlo simulation model. The fair value of the stock-based compensation is recognized on a straight-line basis over the requisite
service period, which is generally the vesting period of the award. The Company has elected to recognize the effect of forfeitures in the period they occur.
The Company grants fixed value share-based awards to certain employees, wherein the awardee is entitled to a fixed dollar value compensation settled by
issuing shares on the vesting date, with the number of shares determined based on the Companys stock price on or close to the settlement date. These fixed value equity awards are considered as liability classified awards. The Company measures the
cost of fixed value share-based awards granted to employees based on a fixed monetary amount that is known at the inception of the obligation. The Company records the compensation cost for the fixed dollar amount of the award over the vesting
period, with a corresponding liability.
Stock-based payments to vendors / non-employees
The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to compensate the
respective vendors for services provided in either cash or by issuing shares of the Companys Class A common stock (Stock in lieu of Cash Program). Typically, the amounts owed under the Stock in lieu of Cash Program are settled by issuing shares,
with the number of shares generally determined based on the Companys stock price on or close to the settlement date. Payments owed under this program may be equity or liability classified depending upon fixed or variable number of shares issued
for the amount owed to vendors. The Company measures the cost based on a fixed monetary amount that is known at the inception of the obligation.
Income Taxes
Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of
assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that
includes the enactment date.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all
available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If it is determined that
deferred tax assets would be realized in the future, in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a
two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more likely than not
recognition threshold. Recognized income tax positions are measured at the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated
statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.
The Tax Cuts and Jobs Act (TCJA) subjects a U.S. shareholder to tax on global intangible low-taxed income (GILTI) earned by certain foreign
subsidiaries. Under GAAP, the Company can make an accounting policy election to either treat taxes due on the GILTI inclusion as a current period expense or factor such amounts into the Companys measurement of deferred taxes. The Company elected
to treat the GILTI inclusion as a period expense.
Recent Accounting Pronouncements Adopted
In November 2024, the FASB issued Accounting Standards Updates (ASU) No. 2024-04, DebtDebt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (ASU 2024-04), which clarifies the requirements for determining whether certain
settlements of convertible debt instruments should be accounted for as an induced conversion. The Company prospectively early adopted ASU 2024-04 as of January 1, 2025. The Company recorded a gain on extinguishment of $21.5 million as a result of Troubled Debt Restructuring (TDR) related to the Exchange Transactions (as defined in Note 10, Debt) for the 2026 Convertible Senior Notes, and the extinguishment gain was recorded in the other income (expense), net in the consolidated statements of operations. See Note
10, Debt for further information.
In December 2023, the FASB issued ASU No. ASU 2023-09, Income Taxes (Topic 740): Improvements
to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires a public company to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an
entitys operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The Company adopted ASU 2023-09 in 2025, with prospective application. See Note 17, Income Taxes for further information.
Recent Accounting Pronouncements Not Yet Effective
In September 2025, the FASB issued ASU No. 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). The ASU was updated to consider different methods of software development and requires internal use software costs to be capitalized when
management has authorized and committed to funding the software project and when significant uncertainty associated with the development of the software has been resolved. The ASU is effective for annual reporting period beginning after December
15, 2027, and interim reporting within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of ASU 2025-06 on the Companys consolidated
financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit
Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The ASU introduces a practical expedient for all entities when estimating expected credit losses for current accounts receivable and current contract assets arising from
transactions accounted for under ASC 606 Revenue from Contracts with Customers. Under the practical expedient, when developing reasonable and supportable forecast as part of estimating expected credit losses, an entity may assume that current
conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for annual reporting period beginning after December 15, 2025, and interim reporting within those annual reporting periods. Early
adoption is permitted in both interim and annual reporting periods. The Company is currently evaluating the impact of ASU 2025-05 on the Companys consolidated financial statements.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In May 2025, the FASB issued ASU No. 2025-04, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (ASU 2025-04) to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based
consideration payable to a customer in conjunction with selling goods or services. The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a retrospective or modified retrospective basis. Early adoption
is permitted. The Company is evaluating the impact that this new standard will have on the Companys consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires public business entities to disclose qualitative and quantitative information about certain costs and expenses in the notes to the
financial statements on an interim and annual basis. ASU 2024-03 will be effective for the Company for the fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early
adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Companys financial statements and does not expect it to have a material impact on the consolidated financial statements.
Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements
had or will have a material impact on its financial statements.
Note 3. Bankruptcy Proceedings
Chapter 11 Cases
On December 15, 2025 and December 31, 2025, as applicable, the Debtors filed the Bankruptcy Petitions for relief under the Bankruptcy Code in the Bankruptcy Court thereby
commencing the Chapter 11 Cases. LSI, LSIs subsidiaries and the Companys foreign subsidiaries are not Debtors in the Chapter 11 Cases.
The Company filed the Chapter 11 Cases with the support of the holders of approximately 91.3% of notes under the First Lien Indenture, dated August 8, 2024, by and between the Company and GLAS Trust Company LLC, as trustee (the notes issued thereunder, 1L Notes) and the holders of approximately 85.8% of notes under the Second Lien Indenture, dated August 8, 2024, by and between the Company and GLAS Trust Company LLC, as trustee (the notes
issued thereunder, 2L Notes) (collectively, the Ad Hoc Group).
On December 15, 2025, prior to the filing of the Chapter 11 Cases, the Company, LSI, and Quantum Computing Inc. (QCi), entered into a Stock Purchase Agreement (the
LSI Stock Purchase Agreement), pursuant to which QCi, the proposed stalking horse bidder, agreed to acquire all of the issued and outstanding shares of LSI, for a total purchase price of $110.0 million in cash, subject to certain adjustments as contemplated by the LSI Stock Purchase Agreement. The transaction was subject to Bankruptcy Court approval and other
customary closing conditions.
In addition to the Bankruptcy Petitions, the Company filed, among other things, a motion with the Bankruptcy Court seeking joint administration of the Chapter 11 Cases
under the caption In re Luminar Technologies, Inc. et al. Following the Petition Date, the Debtors continued to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. To ensure their ability to maintain operations in the ordinary course of business during the Chapter 11 Cases, the Debtors filed with
the Bankruptcy Court certain motions seeking a variety of customary first day relief, including authority to pay employee wages and benefits, honor customer programs, pay certain critical vendors and suppliers for goods and services, and continue
honoring insurance and tax obligations as they come due. To facilitate the transactions contemplated by the Bankruptcy Petitions, fund the Chapter 11 Cases, and support operations throughout the marketing and sale process, the Ad Hoc Group
consented to the Debtors use of cash collateral, including the Debtors use of approximately $25.0 million of cash on hand as of the
Petition Date. The Ad Hoc Groups consent to the Debtors continued use of cash collateral is conditioned on certain terms, including, without limitation, the Debtors adherence to a budget with an agreed upon variance, regular reporting
requirements, and meeting certain milestones in the Chapter 11 Cases.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On December 30, 2025, pursuant to a motion filed by the Debtors, the Bankruptcy Court entered the Bidding Procedures Order, which, among other things,
approved global bidding procedures, and authorized the Debtors to solicit bids for the consideration of the highest or otherwise best offer for all or part of the Debtors assets pursuant to section 363 of the Bankruptcy Code. On the same date,
the Debtors filed initial proposed versions of the Chapter 11 Plan of Liquidation of Luminar Technologies, Inc. and its Affiliated Debtors and a related disclosure statement with the Bankruptcy Court. The Plan of Liquidation provides for the
liquidation of the Debtors remaining assets and the distribution of the proceeds thereof to its stakeholders and was subsequently amended on January 29, 2026, February 17, 2026, and February 18, 2026.
Commencing in February 2026 through the date hereof, the Company has sold substantially all of its assets and ceased business operations, and is in the process of
winding down its remaining operations and pursuing confirmation the Plan of Liquidation. For additional information regarding these transactions, see Note 21, Subsequent Events.
Liabilities Subject to Compromise
The accompanying consolidated balance sheet as of December 31, 2025, includes amounts classified as liabilities subject to compromise, which represent pre-petition liabilities the
Company anticipates will be allowed as claims in the Chapter 11 Cases. These amounts represent the Companys current estimate of known or potential obligations to be resolved in connection with the Chapter 11 Cases and may differ from actual
future settlement amounts paid. Differences between liabilities estimated and claims filed, or to be filed, will be investigated and resolved in connection with the claims resolution process. Any distributions, if made, will be administered in
accordance with the priority scheme and distribution waterfall set forth in the Chapter 11 Plan of Liquidation.
The following table sets forth, as of December 31, 2025, information about the amounts presented as liabilities subject to compromise in the consolidated
balance sheets (in thousands):
|
|
|
December 31, 2025 |
|
|
|
2030 Convertible Notes (1) |
|
$ |
237,941 |
|
|
|
2026 Convertible Senior Notes (1) |
|
|
134,883 |
|
|
|
Accrued interest |
|
|
11,712 |
|
|
|
Operating lease liabilities |
|
|
11,359 |
|
|
|
Accrual for loss on firm purchase commitments |
|
|
42,811 |
|
|
|
Accounts payables |
|
|
28,667 |
|
|
|
Total liabilities subject to compromise |
|
$ |
467,373 |
|
|
|
(1) |
Refer to Note 10, Debt for additional information. |
|
Reorganization Items
Certain expenses and other items resulting from and recognized during the Chapter 11 Cases are recorded in reorganization items in the consolidated
statements of operations and comprehensive loss. The following table sets forth, for the fiscal year ended December 31, 2025, information about the amounts presented as reorganization items in the consolidated statements of operations and
comprehensive loss (in thousands):
|
|
|
Year ended
December 31, 2025 |
|
|
|
Unamortized debt discounts (1) |
|
$ |
36,138 |
|
|
|
Unamortized debt issuance costs (1) |
|
|
5,606 |
|
|
|
Professional fees |
|
|
4,605 |
|
|
|
Total reorganization items(2) |
|
$ |
46,349 |
|
|
|
(1) |
Refer to Note 10, Debt for additional information. |
|
|
(2) |
Total reorganization items of $46,349 are included in the statement of cash flows for the year ended December 31, 2025 with $41,744 presented as an adjustment to reconcile net loss to net cash used in operating activities and $4,605 included within changes in operating assets and liabilities. |
|
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Condensed Combined Debtor-In-Possession Financial Information
The financial statements included below represent the condensed combined financial statements of the Debtors only. These statements reflect the condensed combined
results of operations, financial position and cash flows of the Debtors, including certain amounts and activities between Debtor and non-Debtor subsidiaries of the Company, which are eliminated in the consolidated financial statements.
Condensed Combined Debtors Balance Sheet
(In thousands)
|
|
|
December 31, 2025 |
|
|
|
ASSETS |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
6,489 |
|
|
|
Restricted cash |
|
|
1,405 |
|
|
|
Marketable securities |
|
|
2,580 |
|
|
|
Accounts receivable |
|
|
2,657 |
|
|
|
Accounts receivable from non-debtor affiliates |
|
|
86,167 |
|
|
|
Inventory |
|
|
3,497 |
|
|
|
Prepaid expenses and other current assets |
|
|
14,966 |
|
|
|
Total current assets |
|
|
117,761 |
|
|
|
Property and equipment, net |
|
|
31,145 |
|
|
|
Operating lease right-of-use assets |
|
|
10,001 |
|
|
|
Intangible assets, net |
|
|
6,792 |
|
|
|
Goodwill |
|
|
1,750 |
|
|
|
Investment in non-debtor affiliates |
|
|
52,770 |
|
|
|
Other non-current assets |
|
|
13,171 |
|
|
|
Total assets |
|
$ |
233,390 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts payable |
|
$ |
4,741 |
|
|
|
Accrued and other current liabilities |
|
|
15,233 |
|
|
|
Current portion of long-term debt |
|
|
110,905 |
|
|
|
Total current liabilities |
|
|
130,879 |
|
|
|
Other non-current liabilities |
|
|
184 |
|
|
|
Total liabilities not subject to compromise |
|
|
131,063 |
|
|
|
Liabilities subject to compromise |
|
|
467,373 |
|
|
|
Total liabilities |
|
|
598,436 |
|
|
|
Total stockholders deficit |
|
|
(365,046 |
) |
|
|
Total liabilities and stockholders deficit |
|
$ |
233,390 |
|
|
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Condensed Combined Debtors Statement of Operations
(In thousands)
|
|
|
Year ended
December 31,2025 |
|
|
|
Revenue: |
|
|
|
|
|
Products |
|
$ |
30,374 |
|
|
|
Services |
|
|
10,510 |
|
|
|
Total revenue |
|
|
40,884 |
|
|
|
Cost of sales: |
|
|
|
|
|
|
Products |
|
|
111,096 |
|
|
|
Services |
|
|
6,614 |
|
|
|
Non-debtor affiliates |
|
|
2,436 |
|
|
|
Total cost of sales |
|
|
120,146 |
|
|
|
Gross loss |
|
|
(79,262 |
) |
|
|
Operating expenses: |
|
|
|
|
|
|
Research and development |
|
|
111,271 |
|
|
|
Research and development expenses from non-debtor affiliates |
|
|
24,342 |
|
|
|
Sales and marketing |
|
|
12,419 |
|
|
|
Sales and marketing expenses from non-debtor affiliates |
|
|
1,408 |
|
|
|
General and administrative |
|
|
18,405 |
|
|
|
General and administrative expenses from non-debtor affiliates |
|
|
3,758 |
|
|
|
Impairment of long-lived assets |
|
|
5,233 |
|
|
|
Restructuring and other costs |
|
|
25,869 |
|
|
|
Total operating expenses |
|
|
202,705 |
|
|
|
Loss from operations |
|
|
(281,967 |
) |
|
|
Other income (expense), net: |
|
|
|
|
|
|
Interest expense |
|
|
(48,185 |
) |
|
|
Interest income |
|
|
4,444 |
|
|
|
Gain on extinguishment of debt |
|
|
22,303 |
|
|
|
Loss from acquisition of EM4 |
|
|
(48 |
) |
|
|
Changes in fair value of derivative liability |
|
|
(3,308 |
) |
|
|
Losses and impairments related to investments and certain other assets, and other income (expense) |
|
|
(387 |
) |
|
|
Total other income (expense), net |
|
|
(25,181 |
) |
|
|
Loss before reorganization items and provision for income taxes |
|
|
(307,148 |
) |
|
|
Reorganization items |
|
|
46,349 |
|
|
|
Provision for income taxes |
|
|
1,111 |
|
|
|
Net loss |
|
|
(354,608 |
) |
|
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Condensed Combined Debtors Statement of Cash Flows
(In thousands)
|
|
|
Year Ended
December 31, 2025 |
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
|
$ |
(354,608 |
) |
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
13,663 |
|
|
|
Amortization of operating lease right-of-use assets |
|
|
4,281 |
|
|
|
Amortization of discount on marketable securities |
|
|
(1,099 |
) |
|
|
Loss on marketable securities |
|
|
690 |
|
|
|
Vendor stock in lieu of cash program |
|
|
12,785 |
|
|
|
Amortization of debt discount and issuance costs |
|
|
7,955 |
|
|
|
Inventory write-offs and write-downs |
|
|
12,458 |
|
|
|
Loss on firm purchase commitments |
|
|
42,811 |
|
|
|
Change in the fair value of the derivatives |
|
|
3,308 |
|
|
|
Gain or write-off on sale or disposal of property and equipment |
|
|
166 |
|
|
|
Gain on extinguishment of debt |
|
|
(22,303 |
) |
|
|
Share-based compensation, including restructuring costs |
|
|
8,706 |
|
|
|
Impairment of long-lived assets |
|
|
5,233 |
|
|
|
Loss from acquisition of EM4 |
|
|
48 |
|
|
|
Provision for credit loss |
|
|
2,186 |
|
|
|
Gain from sale of investment |
|
|
(2,908 |
) |
|
|
Change in product warranty and other |
|
|
6,202 |
|
|
|
Reorganization items |
|
|
41,744 |
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Accounts receivable |
|
|
5,689 |
|
|
|
Accounts receivable from non-debtor affiliates |
|
|
(11,421 |
) |
|
|
Inventories |
|
|
(4,818 |
) |
|
|
Prepaid expenses and other current assets |
|
|
9,952 |
|
|
|
Other non-current assets |
|
|
21,504 |
|
|
|
Accounts payable |
|
|
22,614 |
|
|
|
Accrued and other current liabilities |
|
|
(5,226 |
) |
|
|
Other non-current liabilities |
|
|
(17,402 |
) |
|
|
Net cash used in operating activities |
|
|
(197,790 |
) |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
Purchases of marketable securities |
|
|
(54,268 |
) |
|
|
Proceeds from maturities of marketable securities |
|
|
128,120 |
|
|
|
Proceeds from sales/redemptions of marketable securities |
|
|
23,625 |
|
|
|
Issuance of promissory notes |
|
|
(2,100 |
) |
|
|
Proceeds from sales of equity investment |
|
|
2,908 |
|
|
|
Purchases of property and equipment |
|
|
(1,747 |
) |
|
|
Acquisition of EM4 (net of cash acquired) |
|
|
242 |
|
|
|
Proceeds from disposal of property and equipment |
|
|
305 |
|
|
|
Net cash provided by investing activities |
|
|
97,085 |
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Net proceeds from issuance of Class A common stock under the Equity Financing Program |
|
|
36,153 |
|
|
|
Proceeds from sale of Class A common stock under ESPP |
|
|
381 |
|
|
|
Payments of employee taxes related to stock-based awards |
|
|
(1,054 |
) |
|
|
Repurchases of 2026 Convertible Senior Notes |
|
|
(30,297 |
) |
|
|
Proceeds from issuance of Series A preferred stock, net of issuance costs, discount and commitment fees |
|
|
31,415 |
|
|
|
Net cash provided by financing activities |
|
|
36,598 |
|
|
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
|
(64,107 |
) |
|
|
Beginning cash, cash equivalents and restricted cash |
|
|
72,001 |
|
|
|
Ending cash, cash equivalents and restricted cash |
|
$ |
7,894 |
|
|
53
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Business Combinations
EM4 Acquisition
On March 18, 2024 (the Acquisition Date), the Company completed its acquisition of EM4, a designer, manufacturer and seller of packaged photonic
components and sub-systems for aerospace and industrial markets. The EM4 acquisition was expected to accelerate the Companys strategy to package lasers, detectors, and ASICs into modules and sub-systems.
The Company acquired 100% of the
membership interests of EM4 from G&H Investment Holding, Inc. (G&H), for an aggregate purchase price of approximately $4.2
million in cash, net of working capital adjustments, and up to $6.75 million in contingent future payments to G&H, subject to the
achievement of certain financial performance targets. The fair value of the contingent consideration at the Acquisition Date was estimated to be $0.1
million. The Company utilized a Monte Carlo simulation model to estimate the probability-weighted fair value of the contingent consideration. This transaction has been accounted for as a business combination. The acquisition-related costs incurred
as part of the transaction were not material.
Recording of Assets Acquired and Liabilities Assumed
Price allocation includes preliminary estimates of deferred tax balances and certain tax liabilities, for which the Company is in the process of
collecting documentation to ascertain potential amounts, and fair value of certain working capital components.
The following table summarizes the purchase price allocation to assets acquired (in thousands):
|
|
|
Recorded Value |
|
|
|
Cash and cash equivalents |
|
$ |
557 |
|
|
|
Accounts receivable |
|
|
1,064 |
|
|
|
Contract asset |
|
|
1,644 |
|
|
|
Inventories, net |
|
|
3,539 |
|
|
|
Prepaid expenses and other current assets |
|
|
252 |
|
|
|
Property plant and equipment |
|
|
1,888 |
|
|
|
Operating lease right-of-use assets |
|
|
2,072 |
|
|
|
Total assets acquired |
|
|
11,016 |
|
|
|
Current liabilities |
|
|
(3,148 |
) |
|
|
Operating lease liabilities, non-current |
|
|
(1,628 |
) |
|
|
Total liabilities assumed |
|
|
(4,776 |
) |
|
|
Net assets acquired |
|
$ |
6,240 |
|
|
Since the consideration paid by the Company to acquire EM4s business was lower than the estimated fair value of net assets acquired, the Company
recognized a $1.5 million gain from the acquisition of EM4. The following factors contributed towards the purchase price paid by the
Company being lower than the estimated fair value of the net assets acquired: (a) EM4 had historically been incurring losses; (b) G&H viewed EM4 as non-core; (c) although G&H pursued a competitive auction process for the business, the
ultimate timeline to completion was drawn-out due to the complexity of the transaction structure; and (d) during the later stages of the sale process, after the Company was selected as the winning bidder, EM4s business was impacted by the
cancellation of certain material government programs, as well as delays in certain other purchase orders, which also served to significantly reduce the estimated probability of the contingent future payments to G&H. In the first quarter of
2024, the gain from the acquisition of EM4 was estimated to be $1.8 million, but in the fourth quarter of 2024 the Company and G&H
agreed to certain adjustments to EM4s closing balance sheet which resulted in a $0.3 million reduction in purchase price and a
commensurate increase in the gain from the acquisition of EM4.
54
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The results of operations related to EM4 are included in the Companys consolidated statements of operations beginning from the Acquisition Date.
Note 5. Revenue
The Companys revenue is comprised of sales of LiDAR sensors, semiconductor components, NRE services and licensing of certain data and information
available with the Company.
Disaggregation of Revenues
The Company disaggregates its revenue from contracts with customers by (1) geographic region based on customers billed to location, and (2) type of good
or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation
criteria described above, as well as revenue by segment, are as follows (in thousands):
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
|
|
Revenue |
|
|
% of Revenue |
|
|
Revenue |
|
|
% of Revenue |
|
|
Revenue |
|
|
% of Revenue |
|
|
|
Revenue by primary geographical market: |
|
|
|
North America |
|
$ |
51,891 |
|
|
|
79 |
% |
|
$ |
71,939 |
|
|
|
95 |
% |
|
$ |
64,083 |
|
|
|
92 |
% |
|
|
Asia Pacific |
|
|
3,233 |
|
|
|
5 |
% |
|
|
561 |
|
|
|
1 |
% |
|
|
1,178 |
|
|
|
2 |
% |
|
|
Europe and Middle East |
|
|
10,890 |
|
|
|
16 |
% |
|
|
2,895 |
|
|
|
4 |
% |
|
|
4,518 |
|
|
|
6 |
% |
|
|
Total |
|
$ |
66,014 |
|
|
|
100 |
% |
|
$ |
75,395 |
|
|
|
100 |
% |
|
$ |
69,779 |
|
|
|
100 |
% |
|
|
Revenue by timing of recognition: |
|
|
|
Recognized at a point in time |
|
$ |
46,035 |
|
|
|
70 |
% |
|
$ |
62,608 |
|
|
|
83 |
% |
|
$ |
45,049 |
|
|
|
65 |
% |
|
|
Recognized over time |
|
|
19,979 |
|
|
|
30 |
% |
|
|
12,787 |
|
|
|
17 |
% |
|
|
24,730 |
|
|
|
35 |
% |
|
|
Total |
|
$ |
66,014 |
|
|
|
100 |
% |
|
$ |
75,395 |
|
|
|
100 |
% |
|
$ |
69,779 |
|
|
|
100 |
% |
|
|
Revenue by segment: |
|
|
|
Autonomy Solutions |
|
$ |
40,884 |
|
|
|
62 |
% |
|
$ |
53,480 |
|
|
|
71 |
% |
|
$ |
48,835 |
|
|
|
70 |
% |
|
|
ATS |
|
|
25,130 |
|
|
|
38 |
% |
|
|
21,915 |
|
|
|
29 |
% |
|
|
20,944 |
|
|
|
30 |
% |
|
|
Total |
|
$ |
66,014 |
|
|
|
100 |
% |
|
$ |
75,395 |
|
|
|
100 |
% |
|
$ |
69,779 |
|
|
|
100 |
% |
|
Contract assets and liabilities
Changes in the Companys contract assets and contract liabilities primarily result from the timing difference between the Companys performance and the
customers payment based on contractual terms. Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract liabilities consist of the Companys
obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. Customer advanced payments represent required customer payments in advance of product shipments. Customer advance payments are
recognized in revenue as or when control of the performance obligation is transferred to the customer.
The opening and closing balances of contract assets were as follows (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Contract assets, current |
|
$ |
3,535 |
|
|
$ |
16,199 |
|
|
|
Contract assets, non-current |
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
3,535 |
|
|
$ |
16,199 |
|
|
55
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The significant changes in contract assets balances consisted of the following (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Beginning balance |
|
$ |
16,199 |
|
|
$ |
16,603 |
|
|
|
Amounts billed that were included in the contract assets beginning balance |
|
|
(14,415 |
) |
|
|
(3,737 |
) |
|
|
Contract assets from acquisition of EM4 (See Note 4) |
|
|
|
|
|
|
1,644 |
|
|
|
Revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed |
|
|
1,751 |
|
|
|
1,689 |
|
|
|
Ending balance |
|
$ |
3,535 |
|
|
$ |
16,199 |
|
|
The opening and closing balances of contract liabilities were as follows (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Contract liabilities, current |
|
$ |
1,817 |
|
|
$ |
1,918 |
|
|
|
Contract liabilities, non-current |
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
1,817 |
|
|
$ |
1,918 |
|
|
The significant changes in contract liabilities balances consisted of the following (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Beginning balance |
|
$ |
1,918 |
|
|
$ |
3,932 |
|
|
|
Revenue recognized that was included in the contract liabilities beginning balance |
|
|
(1,827 |
) |
|
|
(2,980 |
) |
|
|
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period |
|
|
1,726 |
|
|
|
966 |
|
|
|
Ending balance |
|
$ |
1,817 |
|
|
$ |
1,918 |
|
|
Remaining Performance Obligations
Revenue allocated to remaining performance obligations was $1.8
million as of December 31, 2025 and includes amounts within contract liabilities. Due to the Chapter 11 Cases, the timing and amount of revenue recognition are subject to significant uncertainty.
Note 6. Restructuring and Other Costs
Restructuring and other costs consist primarily of personnel-related restructuring expenses, including employee termination benefits and related costs.
Other costs relate to charges associated with the Chapter 11 Cases that were incurred prior to the filing date of the Chapter 11 Cases, primarily consisting of professional fees and other advisory costs associated with the evaluation and sale of
certain businesses and preparation for filing of the Chapter 11 Cases.
On May 3, 2024, the Company announced a restructuring and cost reduction plan (the 2024 Restructuring Plan), which included reducing its
workforce by approximately 20% and sub-leasing certain facilities. On September 20, 2024, the Company announced additional actions under
the 2024 Restructuring Plan that represented a cumulative workforce reduction of approximately 30% of the Companys full-time employees
since the beginning of 2024. These actions were substantially completed during the second quarter of 2025.
On May 15, 2025, the Company began executing additional restructuring efforts (the May 2025 Restructuring Plan), including a reduction in its workforce. The actions
associated with the May 2025 Restructuring Plan were substantially completed by the end of the third quarter of 2025.
56
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On October 29, 2025, the Company committed to a plan to further reduce its workforce by approximately 25% in order to reduce operating costs (the October 2025 Restructuring Plan). The actions associated with the October 2025 Restructuring were substantially completed during the
fourth quarter of 2025.
On December 18, 2025, the Company committed to a plan to further reduce its workforce by approximately 30% in order to reduce operating costs (the December 2025 Restructuring Plan). The actions associated with the December 2025 Restructuring Plan were substantially completed
during the fourth quarter of 2025.
As of December 31, 2025, the workforce reduction actions described above resulted in the termination of 251 employees during the year ended December 31, 2025, and 204
employees during the year ended December 31, 2024. Total personnel-related costs associated with the restructuring plans amounted to $6.0
million for the year ended December 31, 2025. These costs are included within restructuring and other costs in the consolidated statements of operations. The following table summarizes the restructuring and other charges as of December 31, 2025 (in
thousands):
|
|
|
Severance
Expense |
|
|
Other Expense |
|
|
Total |
|
|
|
Balance as of December 31, 2024 |
|
$ |
772 |
|
|
$ |
|
|
|
$ |
772 |
|
|
|
Restructuring charges |
|
|
6,028 |
|
|
|
21,144 |
|
|
|
27,172 |
|
|
|
Cash payments |
|
|
(5,952 |
) |
|
|
(21,144 |
) |
|
|
(27,096 |
) |
|
|
Non-cash charges |
|
|
(229 |
) |
|
|
|
|
|
|
(229 |
) |
|
|
Balance as of December 31, 2025 |
|
$ |
619 |
|
|
$ |
|
|
|
$ |
619 |
|
|
Note 7. Investments
Debt Securities
The Company had no investments in debt
securities as of as of December 31, 2025. The
Companys investments in debt securities consisted of the following as of December 31, 2024 (in thousands):
|
|
|
December 31, 2024 |
|
|
|
|
|
Cost |
|
|
Gross
Unrealized
Gains |
|
|
Gross
Unrealized
Losses |
|
|
Fair Value |
|
|
|
U.S. treasury securities |
|
$ |
10,933 |
|
|
$ |
22 |
|
|
$ |
|
|
|
$ |
10,955 |
|
|
|
Commercial paper |
|
|
19,067 |
|
|
|
7 |
|
|
|
|
|
|
|
19,074 |
|
|
|
Corporate bonds |
|
|
81,207 |
|
|
|
166 |
|
|
|
(16 |
) |
|
|
81,357 |
|
|
|
Certificate of deposits |
|
|
1,561 |
|
|
|
|
|
|
|
|
|
|
|
1,561 |
|
|
|
Total debt securities |
|
$ |
112,768 |
|
|
$ |
195 |
|
|
$ |
(16 |
) |
|
$ |
112,947 |
|
|
|
Included in cash and cash equivalents |
|
$ |
16,280 |
|
|
$ |
5 |
|
|
$ |
|
|
|
$ |
16,285 |
|
|
|
Included in marketable securities |
|
$ |
96,488 |
|
|
$ |
190 |
|
|
$ |
(16 |
) |
|
$ |
96,662 |
|
|
57
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the gross unrealized losses and the fair value for those debt securities that were in an unrealized loss position for less
than 12 months as of December 31, 2024 (in thousands):
|
|
December 31, 2024 |
|
|
|
|
Gross
Unrealized
Losses |
|
Fair Value |
|
|
|
U.S. agency and government sponsored securities |
|
$ |
|
|
|
$ |
|
|
|
|
Corporate bonds |
|
|
(16 |
) |
|
|
31,546 |
|
|
|
Total |
|
$ |
(16 |
) |
|
$ |
31,546 |
|
|
Equity Investments
The Companys equity investments consisted of the following as of December 31, 2025 and 2024 (in thousands):
|
|
|
|
December 31, |
|
|
|
|
Consolidated Balance Sheets Location |
|
|
2025 |
|
|
|
2024 |
|
|
|
Money market funds (1) |
Cash and cash equivalents |
|
$ |
8,136 |
|
|
$ |
17,730 |
|
|
|
Marketable equity investments (1) |
Marketable securities |
|
|
2,580 |
|
|
|
3,165 |
|
|
|
Investment in non-marketable securities (2) |
Other non-current assets |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
Total |
|
|
$ |
20,716 |
|
|
$ |
30,895 |
|
|
|
(1) |
Investments with readily determinable fair values. |
|
|
(2) |
Investment in privately held company without readily determinable fair value. |
|
Forterra Investment
In December 2021, the Company made an investment in 1,495
Class A Preferred Units of Robotic Research OpCo, LLC (Forterra) for consideration of $10.0 million. The Company measured the initial
investment in Forterra at cost as provided under the guidance for measurement of equity investment using the measurement alternative. The Company recorded an impairment charge of $6.0 million and $4.0 million related to the said investment during the years
ended December 31, 2022 and 2024, respectively.
In July 2024, the Company and Forterra entered into the Fourth Amended and Restated Limited Liability Company Agreement, pursuant to which the 1,495 Class A Preferred Units issued and outstanding were converted into 3,459 Class A Common Units.
In May 2025, the Company and Forterra entered into the Unit Repurchase Agreement pursuant to which Forterra repurchased 3,459 Class A Common Units for a price per unit of $840.63
for an aggregate purchase price of $2.9 million. The gain on sale of equity investment was recorded in other income (expense), net in the
consolidated statements of operations.
Plus Investment
In August 2023, the Company made an investment in a Simple Agreement for Future Equity of Plus Automation, Inc. (Plus) for consideration of $10.0 million, towards which the Company initially issued 99,354
shares of Class A common stock of the Company. In September 2023, the Company settled the consideration owed by issuing an additional 29,077
shares of Class A common stock. The Companys investment in Plus represents less than 5% of Pluss capitalization. The Company neither has
a significant influence over Plus nor does its investment amount to a controlling financial interest in Plus. The Company measures the investment in Plus at cost as provided under the guidance for measurement of equity investment using the
measurement alternative.
58
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8. Financial Statement Components
Cash and Cash Equivalents
Cash and cash equivalents consisted of the following (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Cash |
|
$ |
12,123 |
|
|
$ |
48,825 |
|
|
|
Money market funds |
|
|
8,136 |
|
|
|
17,730 |
|
|
|
U.S. treasury securities |
|
|
|
|
|
|
5,519 |
|
|
|
Commercial paper |
|
|
|
|
|
|
9,967 |
|
|
|
Corporate bonds |
|
|
|
|
|
|
799 |
|
|
|
Total cash and cash equivalents |
|
$ |
20,259 |
|
|
$ |
82,840 |
|
|
Inventory
Inventory consisted of the following (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Raw materials |
|
$ |
4,278 |
|
|
$ |
6,932 |
|
|
|
Work-in-process |
|
|
532 |
|
|
|
3,917 |
|
|
|
Finished goods |
|
|
1,846 |
|
|
|
4,059 |
|
|
|
Total inventory |
|
$ |
6,656 |
|
|
$ |
14,908 |
|
|
The Companys inventory write-downs were $12.8
million, $20.1 million and $19.5
million during the years ended December 31, 2025, 2024 and 2023, respectively. The write-downs were primarily due to obsolescence charges as a result of changes in product design, lower of cost or market assessment, yield losses, and other
adjustments.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Prepaid expenses |
|
$ |
11,387 |
|
|
$ |
8,321 |
|
|
|
Contract assets |
|
|
3,535 |
|
|
|
16,199 |
|
|
|
Advance payments to vendors |
|
|
255 |
|
|
|
274 |
|
|
|
Other receivables |
|
|
4,886 |
|
|
|
6,704 |
|
|
|
Total prepaid expenses and other current assets |
|
$ |
20,063 |
|
|
$ |
31,498 |
|
|
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property and Equipment
Property and equipment consisted of the following (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Machinery and equipment |
|
$ |
63,684 |
|
|
$ |
62,982 |
|
|
|
Computer hardware and software |
|
|
8,497 |
|
|
|
8,404 |
|
|
|
Land |
|
|
1,001 |
|
|
|
1,001 |
|
|
|
Leasehold improvements |
|
|
22,592 |
|
|
|
22,620 |
|
|
|
Vehicles, including demonstration fleet |
|
|
2,177 |
|
|
|
2,139 |
|
|
|
Furniture and fixtures |
|
|
377 |
|
|
|
398 |
|
|
|
Construction in progress |
|
|
1,027 |
|
|
|
887 |
|
|
|
Total property and equipment |
|
|
99,355 |
|
|
|
98,431 |
|
|
|
Impairment |
|
|
(5,976 |
) |
|
|
|
|
|
|
Accumulated depreciation and amortization |
|
|
(58,429 |
) |
|
|
(46,150 |
) |
|
|
Total property and equipment, net |
|
$ |
34,950 |
|
|
$ |
52,281 |
|
|
Property and equipment capitalized under finance leases were not material.
Depreciation and amortization associated with property and equipment was $12.9 million, $21.1 million and $22.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Due to significant financial and commercial hurdles and decline in sensor shipment because of slower automotive production ramps and the end of legacy
contracts, and a sustained decrease in share price of the Company, the earnings forecast for the next several years was revised. The Company recorded an impairment charge during the third quarter of 2025 in the amount of $6.0 million.
In 2023, the Company commenced a change in sourcing of certain sub-assemblies and components from one supplier to another, which required the Company to
abandon certain equipment located at the legacy supplier. As a result, the Company reduced the useful lives of the long-lived assets within the impacted asset group and these assets were fully depreciated as of the second quarter of 2025. The
reduction in the estimated useful lives of the impacted assets resulted in the Company recording $0.3 million and $4.4 million of incremental accelerated depreciation charges in the years ended December 31, 2025 and 2024, respectively.
Intangible Assets
The following table summarizes the activity in the Companys intangible assets (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Beginning of the period |
|
$ |
15,556 |
|
|
$ |
22,994 |
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
(4,064 |
) |
|
|
(4,188 |
) |
|
|
Impairment (1) |
|
|
(1,475 |
) |
|
|
(3,250 |
) |
|
|
End of the period |
|
$ |
10,017 |
|
|
$ |
15,556 |
|
|
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of intangible assets were as follows (in thousands):
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
|
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization |
|
|
Impairment
(1) |
|
|
Net
Carrying
Amount |
|
|
Weighted
Average
Remaining
Period
(Years) |
|
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization |
|
|
Impairment |
|
|
Net
Carrying
Amount |
|
|
Weighted
Average
Remaining
Period
(Years) |
|
|
|
Customer relationships |
|
$ |
3,730 |
|
|
$ |
(3,091 |
) |
|
$ |
(455 |
) |
|
$ |
184 |
|
|
|
0.3 |
|
|
$ |
3,730 |
|
|
$ |
(2,295 |
) |
|
$ |
|
|
|
$ |
1,435 |
|
|
|
3.2 |
|
|
|
Customer backlog |
|
|
650 |
|
|
|
(650 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
650 |
|
|
|
(650 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tradename |
|
|
620 |
|
|
|
(589 |
) |
|
|
|
|
|
|
31 |
|
|
|
0.3 |
|
|
|
620 |
|
|
|
(464 |
) |
|
|
|
|
|
|
156 |
|
|
|
1.3 |
|
|
|
Assembled workforce |
|
|
130 |
|
|
|
(130 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130 |
|
|
|
(130 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology |
|
|
21,400 |
|
|
|
(10,577 |
) |
|
|
(1,021 |
) |
|
|
9,802 |
|
|
|
3.9 |
|
|
|
21,400 |
|
|
|
(7,435 |
) |
|
|
|
|
|
|
13,965 |
|
|
|
4.9 |
|
|
|
IPR&D |
|
|
6,250 |
|
|
|
|
|
|
|
(6,250 |
) |
|
|
|
|
|
|
|
|
|
|
6,250 |
|
|
|
|
|
|
|
(6,250 |
) |
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
$ |
32,780 |
|
|
$ |
(15,037 |
) |
|
$ |
(7,726 |
) |
|
$ |
10,017 |
|
|
|
3.8 |
|
|
$ |
32,780 |
|
|
$ |
(10,974 |
) |
|
$ |
(6,250 |
) |
|
$ |
15,556 |
|
|
|
4.7 |
|
|
|
(1) |
See below for discussions related to impairment charges. |
|
Amortization expense related to intangible assets was $4.1 million, $4.2 million and $4.3 million for the year ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, the expected future amortization expense for intangible assets was as follows (in thousands):
|
Period |
|
Expected Future
Amortization Expense |
|
|
|
2026 |
|
$ |
3,226 |
|
|
|
2027 |
|
|
3,010 |
|
|
|
2028 |
|
|
1,518 |
|
|
|
2029 |
|
|
1,382 |
|
|
|
2030 |
|
|
568 |
|
|
|
Thereafter |
|
|
313 |
|
|
|
Total |
|
$ |
10,017 |
|
|
Goodwill
The carrying amount of goodwill allocated to the Companys reportable segments was as follows (in thousands):
|
|
|
Autonomy
Solutions |
|
|
ATS |
|
|
Total |
|
|
|
Balance as of December 31, 2023 |
|
$ |
1,750 |
|
|
$ |
5,640 |
|
|
$ |
7,390 |
|
|
|
Impairment of goodwill related to Freedom Photonics |
|
|
|
|
|
|
(3,396 |
) |
|
|
(3,396 |
) |
|
|
Balance as of December 31, 2024 |
|
$ |
1,750 |
|
|
$ |
2,244 |
|
|
$ |
3,994 |
|
|
|
Impairment of goodwill related to Optogration |
|
|
|
|
|
|
(2,244 |
) |
|
|
(2,244 |
) |
|
|
Balance as of December 31, 2025 |
|
$ |
1,750 |
|
|
$ |
|
|
|
$ |
1,750 |
|
|
During the year ended December 31, 2024, the Company recognized goodwill impairment charges of $3.4 million related to Freedom Photonics driven by a slower industry LiDAR adoption rate in the near-term, as well as a reduction in the Freedom Photonics workforce
assigned to perform development work for external customers.
During the year ended December 31, 2025, the Company recorded goodwill impairment charges of $2.2 million related to Optogration. These impairment charges were due to events that occurred during the third quarter of 2025, including significant financial and
commercial hurdles and decline in sensor shipment because of slower automotive production ramps and the end of legacy contracts, and a sustained decrease in share price of the Company.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Total
life-to-date goodwill impairment charge recorded by the ATS reportable segment was $18.1 million. No impairment charge has been recorded by the Autonomy Solutions reportable segment.
Other Non-Current Assets
Other non-current assets consisted of the following (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Security deposits |
|
$ |
1,334 |
|
|
$ |
2,285 |
|
|
|
Non-marketable equity investment (see Note 7 for additional information) |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
Prepaid expenses non-current |
|
|
1,904 |
|
|
|
3,587 |
|
|
|
Other non-current assets |
|
|
337 |
|
|
|
804 |
|
|
|
Total other non-current assets |
|
$ |
13,575 |
|
|
$ |
16,676 |
|
|
Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following (in thousands):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Accrued compensation and benefits |
|
$ |
3,656 |
|
|
$ |
10,284 |
|
|
|
Accrued expenses |
|
|
1,336 |
|
|
|
10,334 |
|
|
|
Warranty reserves |
|
|
4,919 |
|
|
|
850 |
|
|
|
Contract liabilities |
|
|
1,817 |
|
|
|
1,918 |
|
|
|
Accrued interest payable and other liabilities |
|
|
7,702 |
|
|
|
8,181 |
|
|
|
Total accrued and other current liabilities |
|
$ |
19,430 |
|
|
$ |
31,567 |
|
|
Note 9. Allowance for Credit Losses
In June 2025, the Company issued a $2.2
million promissory note receivable to Next Semiconductor Technologies, Inc, which was accounted for as a financial asset measured at amortized cost and evaluated for expected credit losses under CECL.
In the third quarter of 2025, Next Semiconductor Technologies defaulted on its repayment obligations. As a result, the Company evaluated
the promissory note for expected credit losses and determined that the full carrying amount of the promissory note was no longer expected to be collected. The Company recorded a provision for credit losses of $2.2 million for the year ended December 31, 2025.
The following table sets forth the activity in allowance for credit losses (in thousands):
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
Beginning of the period |
|
$ |
|
|
|
$ |
|
|
|
|
Provision for credit loss |
|
|
2,186 |
|
|
|
|
|
|
|
Write-offs |
|
|
(2,186 |
) |
|
|
|
|
|
|
End of the period |
|
$ |
|
|
|
$ |
|
|
|
Note 10. Debt
2026 Convertible Senior Notes and Capped Call Transactions
In December 2021, the Company issued $625.0
million in aggregate principal amount of 1.25% Convertible Senior Notes due 2026in a private placement, which included $75.0 million in aggregate principal amount of such notes pursuant to the exercise in full of the option granted to the initial purchasers to
purchase additional notes (collectively, the 2026 Convertible Senior Notes). The interest on the 2026 Convertible Senior Notes is payable semi-annually
in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The 2026 Convertible Senior Notes will mature on December 15, 2026,
unless repurchased or redeemed earlier by the Company or converted pursuant to their terms.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Each $1,000 principal amount of the 2026 Convertible Senior Notes is initially convertible into 3.3365 shares of the Companys Class A common stock, par value $0.0001,
which is equivalent to an initial conversion price of approximately $299.70 per share. The conversion rate is subject to
adjustment upon the occurrence of certain specified events prior to the maturity date but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity dateor
if the Company delivers a notice of redemption in respect of some or all of the 2026 Convertible Senior Notes, the Company will, under certain circumstances, increase the conversion rate of the 2026 Convertible Senior Notes for a holder
who elects to convert its 2026 Convertible Senior Notes in connection with such a corporate event or convert its 2026 Convertible Senior Notes called for redemption during the related redemption period, as the case may be. The 2026
Convertible Senior Notes are redeemable, in whole or in part (subject to certain limitations), at the Companys option at any time, and from time to time on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Convertible Senior Notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30
consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (2) the trading day immediately before the date the Company sends such notice. If the
Company undergoes a fundamental change (as defined in the indenture governing the 2026 Convertible Senior Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their 2026
Convertible Senior Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal
to 100% of the principal amount of the 2026 Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to,
but excluding, the fundamental change repurchase date.
Holders of the 2026 Convertible Senior Notes may convert their
2026 Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the
calendar quarter ending on March 31, 2022, if the last reported sale price per share of the Class A common stock exceeds 130%
of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the
measurement period) in which the trading price per $1,000 principal amount of 2026 Convertible Senior Notes for each
trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the
Class A common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of specified corporate events or distributions on the Class A common stock; and (4) if the 2026 Convertible Senior Notes are
called for redemption. On or after June 15, 2026, holders may convert all or any portion of their 2026 Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the
maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at
the Companys election. As of December 31, 2025, the conditions allowing holders of the 2026 Convertible Senior Notes to convert were not met.
The 2026 Convertible Senior Notes are senior unsecured obligations and will rank equal in right of payment with the Companys future senior unsecured
indebtedness; senior in right of payment to the Companys future indebtedness that is expressly subordinated to the 2026 Convertible Senior Notes; effectively subordinated to the Companys existing and future secured indebtedness, to the
extent of the value of the collateral securing that indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof)
preferred equity, if any, of the Companys subsidiaries.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt
discount and issuance costs aggregating approximately $16.2 million were initially recorded as a reduction to the principal
amount of the 2026 Convertible Senior Notes and is being amortized as interest expense on a straight-line basis over the contractual terms of the notes. The Company estimates that the difference between amortizing the debt discounts
and the issuance costs using the straight-line method as compared to using the effective interest rate method is immaterial.
In connection with the offering of the 2026 Convertible Senior Notes, the Company entered into privately negotiated capped call option transactions with
certain counterparties (the Capped Calls). The Capped Calls each have an initial strike price of approximately $299.70 per
share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Senior Notes. The Capped Calls have initial cap prices of $452.40 per share, subject to certain adjustment events. The Capped Calls are generally intended to reduce the potential dilution to the Class A common stock upon any conversion of
the 2026 Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2026 Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to
a cap based on the cap price. The Capped Calls expire on April 6, 2027, subject to earlier exercise. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the
Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a
termination of the Capped Calls, including changes in law, failure to deliver, and hedging disruptions. The Capped Calls are recorded in stockholders equity and are not accounted for as derivatives. The net cost of $73.4 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated
balance sheet.
On August 8, 2024, pursuant to a privately negotiated exchange agreement, the Company exchanged $421.9 million in aggregate principal amount of the outstanding 2026 Convertible Senior Notes for $82.3 million in aggregate principal amount of its newly issued 9.0%
convertible second lien senior secured notes due 2030 (the Series 1 Notes), and $192.0 million in aggregate principal amount of
its newly issued 11.5% convertible second lien senior secured notes due 2030 (the Series 2 Notes, and collectively with the
Series 1 Notes, the 2030 Convertible Notes). Concurrently with the Exchange Transaction, the Company also issued $100.0 million
aggregate principal amount of its newly issued first-lien, senior secured floating rate notes due 2028 (the Senior Notes) in a private placement for cash consideration of $97.0 million. As a result of the exchange and purchase transactions (the Note Purchase and Initial Exchange Transaction), during the year ended December 31, 2024, the Company
recognized $142.2 million gain on debt extinguishment, which represented the difference between the carrying value of the 2026
Convertible Senior Notes so exchanged and the collective fair value of 2030 Convertible Notes and the Senior Notes, net of the cash payment received from the investors. The extinguishment gain was recorded in other income (expense), net in
the consolidated statements of operations.
In March 2025, the Company entered into separate, individually negotiated private exchange agreements with certain holders of the Companys 2026 Convertible
Senior Notes to exchange $18.2 million aggregate principal amount of 2026 Convertible Senior Notes (the March 2025 Exchanged
Notes) for newly issued shares of the Companys Class A common stock, plus, in certain circumstances, cash in respect of accrued and unpaid interest on the March 2025 Exchanged Notes (such exchanges, collectively, the March 2025 Exchange
Transactions). The Company canceled the March 2025 Exchanged Notes received in the March 2025 Exchange Transactions.
The March 2025 Exchange Transactions settled in four consecutive
daily tranches, each for approximately $4.6 million aggregate principal amount of March 2025 Exchanged Notes, commencing on March
25, 2025. The number of shares of Class A common stock issued for each $1,000 principal amount of March 2025 Exchanged Notes in
each tranche was based on a formula set forth in the Exchange Agreements. As of March 28, 2025, which was the final settlement date of the March 2025 Exchange Transactions, the Company had issued an aggregate of 1,951,819 shares of Class A common stock in the March 2025 Exchange Transactions. The Company did not receive any cash proceeds from the March
2025 Exchange Transactions and did not pay cash to the lenders.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In May 2025, the Company entered into separate, individually negotiated private exchange agreements and private repurchase agreements with certain holders of the Companys 2026 Convertible Senior Notes to
exchange $6.2 million aggregate principal amount of 2026 Convertible Senior Notes (the May 2025 Exchanged Notes) for an
aggregate of 1,098,931 newly issued shares of the Companys Class A common stock (the May 2025 Exchange Transactions)
and repurchase $43.8 million aggregate principal amount of 2026 Convertible Senior Notes (the Repurchased Notes) for an
aggregate of $30.3 million in cash (the Repurchase Transaction), in each case, inclusive of accrued and unpaid interest
on the May 2025 Exchanged Notes and Repurchased Notes.
As a result of March 2025 and May 2025 Exchange Transactions and Repurchase Transaction, during the year ended December 31, 2025, the Company recognized and $21.5 million gain on debt extinguishment as a result of TDR, which represented the difference between the carrying value of the 2026
Convertible Senior Notes and fair value of the Class A common stock issued and amount of legal fees incurred. The extinguishment gain was recorded in other income (expense), net in the consolidated statements of operations.
As described in Note 3, Bankruptcy Proceedings, the commencement of the Chapter 11 Cases constituted an event of default under the indenture governing the 2026 Convertible Senior Notes, permitting acceleration of the Companys
obligations. Any actions to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. The Company wrote off $0.7 million unamortized costs associated with the 2026 Convertible Notes, which were recorded within reorganization items in the Companys consolidated statements of operations for
the year ended December 31, 2025. The 2026 Convertible Senior Notes are recorded within liabilities subject to compromise on the Companys consolidated balance sheets as of December 31, 2025. Refer to Note 3, Bankruptcy Proceeding, for additional information.
The net carrying amount of the 2026 Convertible Senior Notes was as follows (in thousands):
|
|
|
|
December 31, |
|
|
|
|
|
|
2025 |
|
|
|
2024 |
|
|
|
Principal |
|
$ |
134,883 |
|
|
$ |
203,083 |
|
|
|
Unamortized debt discount and issuance costs |
|
|
|
|
|
|
(2,068 |
) |
|
|
Net carrying amount |
|
$ |
134,883 |
|
|
$ |
201,015 |
|
|
The following table sets forth the interest expense recognized related to the 2026 Convertible Senior Notes (in thousands):
|
|
|
Year Ended December 31 |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Contractual interest expense |
|
$ |
1,980 |
|
|
$ |
5,724 |
|
|
$ |
7,812 |
|
|
|
Amortization of debt discount and issuance costs |
|
|
821 |
|
|
|
2,358 |
|
|
|
3,236 |
|
|
|
Total interest expense |
|
$ |
2,801 |
|
|
$ |
8,082 |
|
|
$ |
11,048 |
|
|
Since the filing of the Chapter 11 Cases, the Company ceased accruing interest on the 2026 Convertible Senior Notes. As a result, the
Company did not record $0.1 million of contractual interest expense related to the 2026 Convertible Senior Notes.
Senior Notes
On August 8, 2024, the Company issued $100.0
million in aggregate principal amount of Senior Notes in a private placement (the Note Purchase). At the time of the issuance, the fair value of the Senior Notes was $97.0 million, resulting in a debt discount of $3.0 million.
The Senior Notes will mature on the earlier of (i) August 15, 2028 or (ii) if more than $100.0 million of the 2026 Convertible Senior Notes remain outstanding as of June 30, 2026, then September 15, 2026. The Senior Notes will bear floating interest at a
rate equal to Term secured overnight financing rate (SOFR) plus 9.0%, subject to a Term SOFR floor of 3.0%, resulting in an effective interest rate of 15.2%
as of December 31, 2024. Interest is payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year.
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company may redeem the Senior Notes at its option, in whole at any time or in part from time to time, at the following redemption prices
(expressed as percentages of principal amount) plus accrued and unpaid interest, if redeemed during the following periods, inclusive of the prepayment fee due on any such redemption: on or prior to August 15, 2026: 111%; after August 15, 2026 and on or prior to August 15, 2027: 108%; and after August 15, 2027: 103%. The Senior Notes are also
subject to a customary make-whole payment in the event of any redemption or acceleration of the Senior Notes on or prior to August 15, 2025.
The Company bifurcated and separately accounted for the contingent redemption feature of the Senior Notes as derivative instrument. The bifurcated derivative instrument is liability classified and the initial
fair value of the derivative instruments was de minimis upon issuance. The Company remeasures the derivative liability at each reporting period with any changes recorded in other income (expense), net in the consolidated statements of
operations.
In the event of a change of control, as defined in the indenture governing the Senior Notes (the First Lien Indenture), the holders of the
Senior Notes may require the Company to repurchase their notes at a cash repurchase price equal to 103% of the principal amount
of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Senior Notes are guaranteed by certain of the Companys current and future subsidiaries on a first lien basis, subject to certain
criteria and exceptions. The Senior Notes and the guarantees are secured by a perfected first-priority lien on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions, including any first-priority
liens on customary asset-based lending collateral, including accounts receivable and inventory, pursuant to a revolving credit facility permitted under the First Lien Indenture.
The First Lien Indenture includes restrictive covenants that, among other things, limit the ability of the
Company and its subsidiaries to incur additional debt, make restricted payments and grant or incur liens, in addition to a financial covenant to maintain an unrestricted cash and cash equivalents balance, plus any unused commitments then
available to be drawn under any revolving credit facility permitted under the First Lien Indenture, of not less than $35.0
millionas of the last day, or for more than five days, of any calendar month. The First Lien Indenture also contains customary events of default.
The Company initially classified the Senior Notes as a non-current liability. Initial debt discount and issuance costs aggregating
approximately $4.9 million were initially recorded as a reduction to the principal amount and will be amortized as interest
expense over the contractual terms of the Senior Notes based on the effective interest rate of 16.0%.
As described in Note 3, Bankruptcy Proceedings, the commencement of the Chapter 11 Cases
constituted an event of default under First Lien Indenture, permitting acceleration of the Companys obligations. Any actions to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. The Company
wrote off $1.3 million unamortized costs and unamortized discounts in the amount of $2.2 million associated with the Senior Notes, which were recorded within reorganization items in the Companys consolidated statements of operations for the year ended
December 31, 2025. In addition, due to events of default the contingent redemption premium of $11.0 million was triggered and
became payable. Refer to Note 3, Bankruptcy Proceeding, for additional information. The Senior Notes are recorded within current portion of long-term debt on the Companys consolidated balance
sheets as of December 31, 2025.
The Company recognized interest expense of $16.9
million for the Senior Notes for the year ended December 31, 2025, which included $1.0 million from the amortization of debt
discount and issuance costs.
The net carrying amount of the Senior Notes was as follows (in thousands):
|
|
|
December 31, 2025 |
|
|
|
Principal |
|
$ |
100,000 |
|
|
|
Unamortized debt discount and issuance costs |
|
|
|
|
|
|
Net carrying amount |
|
$ |
100,000 |
|
|
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company estimated the fair value of the Senior Notes using a discounted cash flow model as of December 31, 2025, with the following valuation inputs: expected recovery rate of 100%, risk-free rate of 3.67%
- 3.69%, discount period 0.2
years 0.24 years.
The contingent redemption feature of the Senior Notes is accounted for as a bifurcated derivative liability. The derivative liability is
considered a Level 3 valuation and is recorded at the estimated fair value at the end of each reporting period, with the changes in fair value recognized within other expense, net in the consolidated statements of operations. The derivative liability is presented
within the current portion of long-term debt on the consolidated balance sheets.
The following table shows the estimated fair value of the derivative liability and the change in fair value during the year ended December
31, 2025 (in thousands):
|
|
|
Senior Notes |
|
|
|
Derivative liability, as of December 31, 2024 |
|
$ |
|
|
|
|
Change in fair value |
|
|
10,905 |
|
|
|
Derivative liability, end of period |
|
$ |
10,905 |
|
|
The Company estimated the fair value of the derivative using a discounted cash flow model as of December 31, 2025, with the following valuation inputs: expected recovery rate of 100%, risk-free rate of 3.67%,
discount period 0.24 years. The fair value of the derivative liability was de minimis as of December 31, 2024.
2030 Convertible Notes
On August 8, 2024, the Company issued $82.3
million in aggregate principal amount of the Series 1 Notes(the Series 1 Notes) and $192.0 million in aggregate principal
amount of the Series 2 Notes(the Series 2 Notes and together with the Series 1 Notes, the 2030 Convertible Notes) (the Initial Exchange Transaction) in exchange for $421.9 million in aggregate principal amount of outstanding original 2026 Convertible Notes. At the time of the exchange, the fair value of the Series 1 Notes and the Series 2 Notes
was $87.5 million and $186.2
million, respectively, resulting in a debt premium of $5.2 million and a debt discount of $5.7 million, respectively.
The 2030 Convertible Notes will mature on the earlier of (i) January 15, 2030 or (ii) if more than $100.0 million of the 2026 Convertible Senior Notes remain outstanding as of June 30, 2026, then September 15, 2026. The Series 1 Notes bear interest at a rate of 9.0% per annum, and the Series 2 Notes bear interest at a rate of 11.5% per annum. Interest is payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year.
Each $1,000 principal
amount of the Series 1 Notes and Series 2 Notes is initially convertible into 45.8568 and 27.5141 shares of the Companys Class A common stock, which is equivalent to an initial conversion price of approximately $21.75 and $36.30 per share,
respectively. The conversion rate is subject to adjustment upon the occurrence of certain specified events prior to the maturity date.
The 2030 Convertible Notes are convertible at the option of the holders at any time before the maturity date, at the conversion price then
in effect plus a make-whole premium (the Make-Whole Premium) equal to the lesser of (i) all regularly scheduled interest payments that would be due on the portion of such 2030 Convertible Notes being redeemed for the succeeding two year
period and (ii) all regularly scheduled interest payments that would be due on the portion of such 2030 Convertible Notes being redeemed through the maturity date, and is capped at the maximum number of shares that would be issuable in
connection with a conversion following a Make-Whole Fundamental Change, as defined in the indenture governing the 2030 Convertible Notes (the Second Lien Indenture). The Make-Whole Premium will be payable in either cash or shares, at
the Companys option.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company bifurcated and separately accounted for the conversion option and make-whole feature of the Series 1 Notes and Series 2 Notes as derivative instruments. The bifurcated derivative instruments are liability
classified and the initial fair value of the derivative instruments of $25.2 million and $24.0 million was recorded in the consolidated balance sheet with the corresponding amount recorded as a discount to the Series 1 Notes and
Series 2 Notes, respectively, upon issuance. The Company remeasures the derivative liabilities at each reporting period with any changes recorded in other income (expense), net in the consolidated statements of operations. During the year
ended December 31, 2024, $35.5 million aggregate principal amount of the 2030 Convertible Notes were converted by holders. The
Company issued 1,980,408 shares of Class A common stock to settle these conversions.
If a fundamental change, as defined in the Second Lien Indenture, occurs, then holders may require the Company to repurchase their 2030 Convertible Notes at a
cash repurchase price equal to 100% of the principal amount of the 2030 Convertible Notes to be repurchased, plus accrued and
unpaid interest, if any, to, but excluding, the fundamental change repurchase date. A holder that elects to convert its 2030 Convertible Notes in connection with a fundamental change may be entitled to receive a make-whole adjustment in
connection with such corporate event in certain circumstances. The definition of fundamental change includes certain business combination transactions involving the Company and certain delisting events with respect to the Companys Class A
common stock.
The Company may redeem the 2030 Convertible Notes at its option, in whole at any time or in part from time to time, if the closing price of the Companys Class
A common stock exceeds 130% of the conversion price for a given Series then in effect for at least 20 trading days (whether or not consecutive) during any 30 day consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company
provides notice of redemption, and certain liquidity conditions are then satisfied, at a redemption price equal to (i) 100% of
the principal amount of the 2030 Convertible Notes to be redeemed, plus (ii) accrued and unpaid interest to, but excluding the redemption date, and (iii) the Make-Whole Premium.
The 2030 Convertible Notes are guaranteed by certain of the Companys current and future material subsidiaries on a second-priority senior secured basis,
subject to certain criteria and exceptions. The 2030 Convertible Notes and the guarantees are secured by a fully perfected second-priority lien on substantially all of the assets of the Company and the Guarantors, subject to the
first-priority liens securing or otherwise permitted by the Senior Notes and any first-priority liens on customary asset-based lending collateral, including accounts receivable and inventory, pursuant to a revolving credit facility
permitted under the Second Lien Indenture.
The Second Lien Indenture includes restrictive covenants substantially similar to the First Lien Indenture that, among other things, limit the ability of the
Company and its subsidiaries to incur additional debt, make restricted payments and grant or incur liens, in addition to a financial covenant to maintain an unrestricted cash and cash equivalents balance, plus any unused commitments then
available to be drawn under any revolving credit facility permitted under the Second Lien Indenture, of not less than $31.5
million as of the last day, or for more than five days, of any calendar month. The Second Lien Indenture also contains customary events of default.
Initially the Company classified the 2030 Convertible Notes as a non-current liability. Initial debt discount (including the initial fair value of the
bifurcated derivative liabilities) and issuance costs aggregating approximately $21.6 million and $33.3 million were initially recorded as a reduction to the principal amount of the Series 1 Notes and Series 2 Notes, respectively, and will be
amortized as interest expense over the contractual terms of the 2030 Convertible Notes based on the effective interest rates of 16.3%
and 16.3%, respectively.
During the year ended December 31, 2025, $2.5 million principal amount of Series 2 Notes was
converted by the holders. The Company issued 202,019 shares of the Class A common stock to settle such conversions. The
Company recognized a debt extinguishment gain of $0.8 million on such conversions which was recorded in other income
(expense), net in the consolidated statements of operations.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As described in Note 3, Bankruptcy Proceedings, the commencement of the Chapter 11 Cases
constituted an event of default under Second Lien Indenture, permitting acceleration of the Companys obligations. Any actions to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. The Company
wrote off $3.6 million unamortized costs and unamortized discounts in the amount of $34.0 million associated with the 2030 Convertible Notes, which were recorded within reorganization items in the Companys consolidated statements of operations for the
year ended December 31, 2025. The 2030 Convertible Notes are recorded within liabilities subject to compromise on the Companys consolidated balance sheets as of December 31, 2025. Refer to Note 3, Bankruptcy
Proceeding, for additional information.
The Company recognized interest expense of $9.2
million and $31.7 million for the Series 1 Notes and Series 2 Notes, respectively, for the year ended December 31, 2025, which
included $1.9 million and $4.2
million, respectively, from the amortization of debt discount and issuance costs.
Since the filing of the Chapter 11 Cases, the Company ceased accruing interest on the 2030 Convertible Notes. As a result, the Company did
not record $1.2 million of contractual interest expense related to the 2030 Convertible Notes.
The net carrying amount of the 2030 Convertible Notes as of December 31, 2025 was as follows (in thousands):
|
|
|
Series 1 Notes |
|
|
Series 2 Notes |
|
|
|
Principal |
|
$ |
55,245 |
|
|
$ |
180,953 |
|
|
|
Unamortized debt discount and issuance costs |
|
|
|
|
|
|
|
|
|
|
Net carrying amount |
|
$ |
55,245 |
|
|
$ |
180,953 |
|
|
The Company estimated the fair value of the 2030 Convertible Notes using a discounted cash flow model as of December 31, 2025, with the following valuation inputs: expected recovery
rate of 3.5%, discount rate of 15.65%,
discount period of 0.24 years.
The conversion option and make-whole feature of the Series 1 Notes and Series 2 Notes are accounted for as bifurcated derivative
liabilities. The derivative liabilities are considered a Level 3 valuation and are recorded at the estimated fair value at the end of each reporting period, with the changes in fair value recognized within other expense, net in the
consolidated statements of operations.
The following table shows the estimated fair value of the derivative liabilities and the change in fair value during the year ended from
December 31, 2025 (in thousands):
|
|
|
Series 1 Notes |
|
|
Series 2 Notes |
|
|
|
Derivative liability, as of December 31, 2024 |
|
$ |
3,242 |
|
|
$ |
6,168 |
|
|
|
Change in fair value |
|
|
(2,906 |
) |
|
|
(4,691 |
) |
|
|
Decrease of derivative liability upon exercise of conversion option |
|
|
|
|
|
|
(71 |
) |
|
|
Derivative liability, end of period |
|
$ |
336 |
|
|
$ |
1,406 |
|
|
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company estimated the fair value of the derivative liability using a cash flow model as of December 31, 2025, with the following valuation inputs: expected recovery rate of 3.5%, discount rate of 15.65%,
discount period 0.24 years.
As of December 31, 2024 the Company estimated the fair value of the derivative liability using a binomial model, with the following valuation inputs:
|
|
|
Series 1 Notes |
|
|
Series 2 Notes |
|
|
|
Conversion price |
|
$ |
21.81 |
|
|
$ |
36.35 |
|
|
|
Risk-free rate |
|
|
4.30 |
% |
|
|
4.30 |
% |
|
|
Effective borrowing rate |
|
|
10.75 |
% |
|
|
10.75 |
% |
|
|
Volatility |
|
|
50.00 |
% |
|
|
50.00 |
% |
|
|
Stock price |
|
$ |
5.38 |
|
|
$ |
5.38 |
|
|
|
Payment interest rate |
|
|
9.00 |
% |
|
|
11.50 |
% |
|
|
Redemption price |
|
$ |
28.35 |
|
|
$ |
47.25 |
|
|
Credit Facility
In February 2024, the Company entered into two
non-recourse loan and securities pledge agreements (the Loan Agreements) with The St. James Bank & Trust Company Ltd. (the Lender), pursuant to which the Company may borrow up to an aggregate amount of $50.0 million (the Credit Facility). Any loans made by the Lender under the Loan Agreements would be collateralized by shares of the Companys
Class A common stock or stock the Company holds as investments in other companies. The Loan Agreements require the Company to pay an up-front structure fee of 1.5% on any amounts borrowed, and any outstanding amounts would bear interest at 8.0%
per annum. The Company has not borrowed any amounts under the Credit Facility and had no outstanding balance as of December 31, 2025.
Note 11. Fair Value Measurements
As of December 31, 2025, the Company carried cash equivalents, marketable investments, bifurcated derivatives associated with the 2030 Convertible Notes and
Senior Notes that are measured at fair value on a recurring basis. Additionally, the Company measures its equity-settled fixed value awards at fair value on a recurring basis. See Note 15, Stock-Based
Compensation, for further information on the Companys fixed value equity awards.
Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest
level of input that is available and significant to the fair value measurement:
Level 1 Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be
corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 Unobservable inputs that are supported by little or no market activity and that are based on managements assumptions, including fair value
measurements determined by using pricing models, discounted cash flow methodologies, or similar techniques.
The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical
instruments.
Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer
quotations, alternative pricing sources, or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its
investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, or historical pricing
trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its
investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded.
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Given that the transfer of warrants issued in a private placement in connection with the initial public offering of Gores Metropoulos, Inc (Private Warrants) to anyone outside of a small group of individuals
constituting the sponsors of Gores Metropoulos, Inc (Gores) would result in the Private Warrants having substantially the same terms as warrants issued in connection with the initial public offering of Gores (Public Warrants),
management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. The fair value of Private Warrants was at de minimis as
of December 31, 2024.
The Companys financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such
measurements were as follows (in thousands):
|
|
|
Fair Value Measured as of
December 31, 2025: |
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
8,136 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
8,136 |
|
|
|
Total cash equivalents |
|
$ |
8,136 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
8,136 |
|
|
|
Marketable investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity investments |
|
$ |
2,580 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,580 |
|
|
|
Total marketable investments |
|
$ |
2,580 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,580 |
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
|
$ |
|
|
|
$ |
|
|
|
$ |
(12,647 |
) |
|
$ |
(12,467 |
) |
|
|
Total derivative liabilities |
|
$ |
|
|
|
$ |
|
|
|
$ |
(12,647 |
) |
|
$ |
(12,467 |
) |
|
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Fair Value Measured as of
December 31, 2024: |
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
17,730 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
17,730 |
|
|
|
U.S. treasury securities |
|
|
5,519 |
|
|
|
|
|
|
|
|
|
|
|
5,519 |
|
|
|
Commercial paper |
|
|
|
|
|
|
9,967 |
|
|
|
|
|
|
|
9,967 |
|
|
|
Corporate bonds |
|
|
|
|
|
|
799 |
|
|
|
|
|
|
|
799 |
|
|
|
Total cash equivalents |
|
$ |
23,249 |
|
|
$ |
10,766 |
|
|
$ |
|
|
|
$ |
34,015 |
|
|
|
Marketable investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury securities |
|
$ |
5,436 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
5,436 |
|
|
|
Certificate of deposits |
|
|
|
|
|
|
1,561 |
|
|
|
|
|
|
|
1,561 |
|
|
|
Commercial paper |
|
|
|
|
|
|
9,107 |
|
|
|
|
|
|
|
9,107 |
|
|
|
Corporate bonds |
|
|
|
|
|
|
80,558 |
|
|
|
|
|
|
|
80,558 |
|
|
|
Marketable equity investments |
|
|
3,165 |
|
|
|
|
|
|
|
|
|
|
|
3,165 |
|
|
|
Total marketable investments |
|
$ |
8,601 |
|
|
$ |
91,226 |
|
|
$ |
|
|
|
$ |
99,827 |
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
|
$ |
|
|
|
$ |
|
|
|
$ |
(9,410 |
) |
|
$ |
(9,410 |
) |
|
|
Total derivative liabilities |
|
$ |
|
|
|
$ |
|
|
|
$ |
(9,410 |
) |
|
$ |
(9,410 |
) |
|
As of December 31, 2025, the estimated fair value of the Companys outstanding 2026 Convertible Notes was $0.0 million, reflecting an assumed recovery rate of 0%. See Note 10,Debt for further information on the Companys 2026 Convertible Notes.
As of December 31, 2025, the estimated fair value of the Series 1 Notes and Series 2 Notes of the 2030 Convertible Notes, excluding the
bifurcated derivative liabilities value, was $1.9 million and $6.4 million, respectively. As of December 31, 2025, the estimated fair value of the Senior Notes was $109.6 million. The fair values as of December 31, 2025 were determined using a discounted cash flow model. These measurements are classified as Level 3 in the fair
value hierarchy. See Note 10,Debt for further information on these notes.
The Companys other financial instruments fair value, including accounts receivable, accounts payable and other current liabilities,
approximate their carrying value due to the relatively short maturity of those instruments. The carrying amounts of the Companys finance leases approximate their fair value, which is the present value of expected future cash payments based
on assumptions about current interest rates and the creditworthiness of the Company.
Note 12. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the
period. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares and potentially dilutive securities outstanding during the period, using the treasury stock method for the employee
equity incentive plans and stock-based awards, and the if-converted method for the 2026 Convertible Senior Notes and 2030 Convertible Notes. If the Company reports a net loss, the computation of diluted loss per share excludes the effect of
dilutive common stock equivalents, as their effect would be antidilutive. The Company computes earnings (loss) per share using the two-class method for its Class A and Class B common stock. Earnings (loss) per share is same for both Class A
and Class B common stock since they are entitled to the same liquidation and dividend rights.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the computation of basic and diluted loss for the years ended December 31, 2025, 2024, and 2023 as follows: (in thousands, except for share and per share amounts):
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(366,302 |
) |
|
$ |
(273,140 |
) |
|
$ |
(571,269 |
) |
|
|
Less: Deemed dividend on Series A preferred stock |
|
|
(11,820 |
) |
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders |
|
|
(378,122 |
) |
|
|
(273,140 |
) |
|
|
(571,269 |
) |
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common shares outstandingBasic |
|
|
59,699,261 |
|
|
|
31,404,616 |
|
|
|
25,939,912 |
|
|
|
Weighted average Common shares outstandingDiluted |
|
|
59,699,261 |
|
|
|
31,404,616 |
|
|
|
25,939,912 |
|
|
|
Net loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(6.33 |
) |
|
$ |
(8.70 |
) |
|
$ |
(22.02 |
) |
|
|
Diluted |
|
$ |
(6.33 |
) |
|
$ |
(8.70 |
) |
|
$ |
(22.02 |
) |
|
The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss
per share of common stock as of the periods presented because including them would have been antidilutive or related contingencies on issuance of shares had not been met as of the periods presented:
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Warrants |
|
|
272,618 |
|
|
|
383,836 |
|
|
|
383,836 |
|
|
|
Stock-based awardsEquity classified |
|
|
2,106,210 |
|
|
|
2,220,754 |
|
|
|
2,510,594 |
|
|
|
Stock-based awardsLiability classified |
|
|
41,517,195 |
|
|
|
5,037,826 |
|
|
|
1,237,495 |
|
|
|
Vendor stock-in-lieu of cash program |
|
|
2,598,654 |
|
|
|
1,056,381 |
|
|
|
17,144 |
|
|
|
Series 1 Notes |
|
|
2,540,000 |
|
|
|
2,540,000 |
|
|
|
|
|
|
|
Series 2 Notes |
|
|
4,984,931 |
|
|
|
5,053,802 |
|
|
|
|
|
|
|
2026 Convertible Senior Notes |
|
|
450,037 |
|
|
|
677,587 |
|
|
|
2,085,314 |
|
|
|
Earn-out shares |
|
|
573,780 |
|
|
|
573,780 |
|
|
|
573,780 |
|
|
|
Total |
|
|
55,043,425 |
|
|
|
17,543,966 |
|
|
|
6,808,163 |
|
|
The Company uses the if converted method for calculating the dilutive effect of the 2030 Convertible Notes, using the respective conversion
prices of $21.75 and $36.30
per share for the Series 1 Notes and Series 2 Notes, respectively, and the 2026 Convertible Senior Notes using the conversion price of $299.70
per share. The closing price of Class A common stock as of December 31, 2025, 2024 and 2023 was less than the initial conversion price.
Note 13. Preferred Stock
Series A Preferred Stock Financing
On May 19, 2025, the Company entered into a securities purchase agreement (the Series A Purchase Agreement) with certain
institutional accredited investors, pursuant to which the Company may issue and sell, in a series of registered direct offerings, up to an aggregate of 200,000
shares of newly designated Series A Convertible Preferred Stock, par value $0.0001 per share, with a stated value of $1,000 per share (the Series A Preferred Stock), to the investors at a purchase price of $960.00 per share, subject to the satisfaction of certain conditions upon each closing. The initial offering for 35,000 shares (the Preferred Shares) of Series A Preferred Stock was closed on May 22, 2025 (the First Closing), for net proceeds to the Company of $33.6 million, before deducting placement agent fees and other offering expenses. As the closing, the Company also issued the lead investor 505,051 shares of the Companys Class A common stock as a commitment fee pursuant to the Series A Purchase Agreement.
From May 2025 through October 2025, holders of the Companys Series A Preferred Stock converted an aggregate of additional 35,000 shares of Series A Preferred Stock into 14,302,063
shares of Class A common stock. As a result, all Series A Preferred Stock have been converted to Class A common stock.
Note 14. Stockholders Equity (Deficit)
Class A and Class B Common Stock
The Companys Board of Directors (the Board) has authorized two
classes of common stock, Class A and Class B. As of December 31, 2025, the Company had authorized 715,000,000 shares of Class A
common stock and 121,000,000 shares of Class B common stock with a par value of $0.0001 per share for each class. As of December 31, 2025, the Company had 75,153,311 shares issued and 73,695,748 shares outstanding shares of Class A common stock, and
4,872,578 shares of issued and outstanding Class B common stock. Holders of the Class A and Class B common stock have
identical rights, except that holders of the Class A common stock are entitled to one vote per share and the holder of the Class
B common stock is entitled to ten votes per share. Shares of Class B common stock can be converted to shares of Class A common
stock at any time at the option of the stockholder and automatically convert upon sale or transfer, except for certain transfers specified in the Companys Second Amended and Restated Certificate of Incorporation.
73
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On
November 20, 2024, following approval by the Companys stockholders at the Special Meeting of stockholders held on October 30, 2024 of the Reverse Stock Split, the Company effected the Reverse Stock Split at a ratio of 1-for-15. All share data and per share data amounts included in this Form 10-K have been retrospectively adjusted to reflect the effect of the
Reverse Stock Split.
In December 2024, the holder of the Companys Class B common stock converted 1,600,000 issued and outstanding shares of Class B common stock, on a one-for-one
basis, into shares of Class A common stock.
Equity Financing Program
On February 28, 2023, the Company entered into an agreement (the 2023 Sales Agreement) with Virtu Americas LLC (the
Agent), under which the Company could offer and sell, from time to time in its sole discretion, shares of the Companys Class A common stock with aggregate gross sales proceeds of up to $75.0 million through an equity offering program under which the Agent will act as sales agent (the Equity Financing Program). The Company completed sales of common
stock under the 2023 Sales Agreement in March 2024.
On May 3, 2024, the Company entered into an agreement (the 2024 Sales Agreement) with the Agent, which extended the Equity Financing
Program under the 2023 Sales Agreement. Under the 2024 Sales Agreement, the Company may offer and sell, from time to time in its sole discretion, shares of the Companys Class A common stock with aggregate gross sales proceeds of up to an
additional $150.0 million under the Equity Financing Program. The Company intends to use the net proceeds, from offerings under
this program for expenditures or payments in connection with mergers and acquisitions, strategic investments, partnerships and similar transactions, repurchases of outstanding convertible debt securities, and for general corporate and
business purposes.
In August 2024, the Company increased the Equity Financing Program by an additional $50.0 million pursuant to the 2024 Sales Agreement.
Under the 2024 Sales Agreement, the Company sets the parameters for the sale of the shares, including the number of shares to be issued, the
time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the 2024
Sales Agreement, the Agent has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the shares by methods deemed to be an at the market offering as defined in Rule 415
promulgated under the Securities Act of 1933, as amended (the Securities Act), including sales made through The Nasdaq Global Select Market.
In March 2025,
the Company expanded the program under the 2024 Sales Agreement with the Agent, under which the Company may offer and sell, from time to time in its sole discretion, shares of its Class A common stock, with aggregate gross proceeds of up to
an additional $75.0 million under the Equity Financing Program. The Company intended to use the net proceeds from offerings under
the Equity Financing Program for general corporate purposes, including payment of interest on debt and otherwise to repay, repurchase, or service such debt.
74
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The
Company issued 12,527,353 shares of Class A common stock under the Equity Financing Program during the year ended December 31,
2025, for net proceeds of $36.2 million. As of December 31, 2025, the amount available for sale under the 2024 Sales Agreement
was $172.5 million.
Strategic Investment Agreement
On May 8, 2023, the Company entered into an agreement to issue 110,192 shares of Class A common stock to a TPK Group company. for a cash purchase price of $10.0 million pursuant to a private placement in reliance on Section 4(a)(2) of the Securities Act. The Company received proceeds of $10.0 million and issued 110,192
shares of Class A common stock on May 15, 2023. Additionally, the Company granted an option to purchase 110,192 additional
shares of Class A common stock worth $10.0 million, which was exercised on August 9, 2023.
Stock-in-lieu of Cash Program
The Company has entered into arrangements with certain vendors and other third parties wherein the Company at its discretion may elect to
compensate the respective vendors and third parties for services provided either in cash or by issuing shares of the Companys Class A common stock. The Company considers the shares issuable under this Stock-in-lieu of Cash Program as
liability classified awards when the arrangement with the vendors requires the Company to issue a variable number of shares to settle amounts owed.
During the year ended December 31, 2025, the Company issued 2,733,642 shares of Class A common stock, as part of the Stock in lieu of Cash Program with a weighted average grant date fair value of $4.34 per share. All such shares vested during the year ended December 31, 2025.
As of December 31, 2025, the Company had a total of $4.6 million in prepaid expenses and other current and non-current assets related to its Stock-in-lieu of Cash Program.
Note 15. Stock-Based Compensation
Prior to becoming a publicly traded entity, the Company issued incentive stock options, non-qualified stock options, and restricted stock to employees and
non-employee consultants under its 2015 Stock Plan (the 2015 Plan). Since the closing of the business combination between Gores Metropoulos, Inc. and Luminar Technologies, Inc. on December 2, 2020 (the Business Combination), the Company
has not issued any new stock-based awards under the 2015 Plan.
In December 2020, the Board adopted, and the Companys stockholders approved, the 2020 Equity Incentive Plan (the 2020 Plan). The 2020 Plan became effective
upon the closing of the Business Combination. Under the 2020 Plan, the Company was originally authorized to issue a maximum number of 2,439,218
shares of Class A common stock.
In June 2022, the Companys stockholders approved an amendment and restatement of the Companys 2020 Plan (the Amended 2020 Plan) to increase the number of
shares of Class A common stock authorized for issuance by 2,400,000 additional shares and added an evergreen provision under
which the number of shares of Class A common stock available for issuance under the Amended 2020 Plan will be increased on the first day of each fiscal year of the Company, beginning with the 2023 fiscal year and ending on (and including)
the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) 5% of the outstanding shares of common stock on
the last day of the immediately preceding fiscal year, (ii) 2,666,666 shares, or (iii) such number of shares determined by the
Board. Pursuant to the evergreen provision, 1,399,437 and 1,902,833 additional shares of Class A common stock were added to the Amended 2020 Plan on January 1, 2024 and 2025, respectively.
75
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In June 2024, the
Companys stockholders approved an amendment and restatement of the Companys Amended 2020 Plan (the Amended and Restated EIP) to increase the number of shares of Class A common stock authorized for issuance by 1,333,333 additional shares of Class A common stock.
In May 2024, the Company announced the suspension of the employer match to the 401k plan. As of June 14, 2024, the Company no longer matches
the 401k plan contributions made by the employee. This action was part of the cost reduction initiatives undertaken by management.
Stock Options
Under the terms of the 2015 Plan, incentive stock options had an exercise price at or above the fair market value of the stock on the date
of the grant, while non-qualified stock options were permitted to be granted below fair market value of the stock on the date of grant. Stock options granted have service-based vesting conditions only. The service-based vesting conditions
vary, though typically, stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75%
vesting monthly over the remaining 36 months. Option holders have a 10-year period to exercise the options before they expire. Forfeitures are recognized in the period of occurrence.
The Companys stock option activity for the year ended December 31, 2025 was as follows (in thousands, except years and per share data):
|
|
|
Number of
Stock Options |
|
|
Weighted-
Average
Exercise
Price |
|
Weighted-
Average
Remaining
Contractual
Life (Years) |
|
Aggregate
Intrinsic Value |
|
|
|
Outstanding as of December 31, 2024 |
|
|
412,207 |
|
|
$ |
24.84 |
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled/Forfeited |
|
|
(56,675 |
) |
|
|
25.05 |
|
|
|
|
|
|
|
Outstanding as of December 31, 2025 |
|
|
355,532 |
|
|
|
24.81 |
|
|
|
2.55 |
|
|
$ |
|
|
|
|
Vested and exercisable as of December 31, 2025 |
|
|
355,532 |
|
|
|
24.81 |
|
|
|
2.55 |
|
|
|
|
|
|
|
Vested and expected to vest as of December 31, 2025 |
|
|
355,532 |
|
|
|
24.81 |
|
|
|
2.55 |
|
|
|
|
|
|
No stock
options were granted by the Company during the year ended December 31, 2025, and no stock options vested during that period,
as all outstanding awards were fully vested. The total grant date fair value of options that vested during the years ended December 31, 2024 and 2023 was $1.6 million and $2.1 million, respectively.
Restricted Stock Units
Since the closing of the Business Combination, the Company has granted restricted stock units (RSUs) under the Amended and Restated EIP
(and prior to its amendment and restatement, under the Amended 2020 Plan and the 2020 Plan). Each RSU granted under the Amended and Restated EIP represents a right to receive one share of the Companys Class A common stock when the RSU vests. RSUs generally vest over a period up to six years. The Company has granted certain performance-based equity awards that vest upon achievement of certain performance milestones. The fair value of RSUs is equal to the fair
value of the Companys common stock on the date of grant.
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Companys Time-Based RSUs and Performance-Based and
Other RSUs activity for the year ended December 31, 2025 was as follows:
|
|
|
Time-Based RSUs |
|
|
Performance-Based and Other RSUs |
|
|
|
|
|
Shares |
|
|
Weighted Average
Grant Date Fair
Value per Share |
|
|
Shares |
|
|
Weighted Average
Grant Date Fair
Value per Share |
|
|
|
Outstanding as of December 31, 2024 |
|
|
1,765,668 |
|
|
$ |
56.60 |
|
|
|
864 |
|
|
$ |
231.30 |
|
|
|
Granted |
|
|
5,046,130 |
|
|
|
3.53 |
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(1,091,655 |
) |
|
|
35.51 |
|
|
|
(864 |
) |
|
|
231.30 |
|
|
|
Vested |
|
|
(3,969,465 |
) |
|
|
14.15 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2025 |
|
|
1,750,678 |
|
|
|
13.06 |
|
|
|
|
|
|
|
|
|
|
The total fair value of RSUs vested during the year ended December 31, 2025, 2024 and 2023 was $56.2 million, $153.4 million and
$164.9 million, respectively.
As of December 31, 2025, the Company had $17.8 million of unrecognized stock-based compensation expense related to RSUs. This cost is expected to be recognized over a weighted-average period of1.6 years.
Fixed Value Equity Awards
The Company issues fixed value equity awards to certain employees as a part of their compensation package. These awards are issued as RSUs
under the Amended and Restated EIP (and prior to its amendment and restatement, under the Amended 2020 Plan and the 2020 Plan) and are accounted for as liability classified awards under ASC 718, Compensation
Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest quarterly over a period of up to six years. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting date.
Employee Stock Purchase Plan
In December 2020, the Board and the Companys stockholders adopted the 2020 Employee Stock Purchase Plan (ESPP) under which 487,843 shares were authorized for issuance. The 2020 ESPP became effective on February 26, 2021.
The ESPP permits eligible employees to purchase the Companys Class A common stock through payroll deduction with up to 15% of their pre-tax earnings subject to certain Internal Revenue Code limitations. The purchase price of shares is 85% of the lower of the fair market value of the Companys common stock on the first day of a six-month offering period, or the relevant purchase date. In addition, no participant may purchase more than 333 shares of common stock in each purchase period. The Company suspended the ESPP in December 2025. No offering periods commenced after such suspension date.
Optogration Milestone Awards
As part of the Optogration acquisition in August 2021, the Company owed up to $22.0 million of post combination compensation related to certain service and performance conditions (Optogration Milestone Awards). In August 2022, the Company issued 108,799 shares of Class A common stock for $11.0
million of the Optogration Milestone Awards and in August 2023, the Company issued 101,848 shares of Class A common stock for
the remaining $11.0 million obligation.
Freedom Photonics Awards
As part of the Freedom Photonics acquisition in April 2022, the Company owed up to $29.8 million of post combination compensation related to certain service and performance conditions including achievement of certain technical and financial
milestones. In March 2024, the Company issued 176,730 shares of Class A common stock for $5.4 million of the post combination compensation due to achievement of the service and performance conditions. In May 2024, the Company issued
206,589 shares of Class A common stock for $5.5 million of the post combination compensation due to achievement of the service and performance conditions. In June 2024, the Company issued 112,606 shares of Class A common stock for $2.5
million of the post combination compensation due to achievement of the certain milestones. During the year ended December 31, 2025, the Company made payments of $2.3 million related to these arrangements. As of December 31, 2025, the remaining conditions were not considered probable of being achieved.
77
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Management Awards
On May 2, 2022, the Board granted an award of 720,000
RSUs to Austin Russell, the Companys former Chief Executive Officer. The grant date fair value per share was $130.50 per share.
On August 19, 2022, the Board granted 33,333 RSUs to each of Thomas Fennimore, the Companys former Chief Financial Officer
and Alan Prescott, the Companys then Chief Legal Officer. The grant date fair value per share was $91.80 per share. Mr.
Prescott stepped down as Chief Legal Officer and Secretary of the Company effective December 12, 2024 upon mutual agreement with the Company.
These awards to Mr. Russell and Mr. Fennimore were subject to all of the following vesting conditions:
|
|
|
Market condition: Achievement of three stock price milestones: $750 or more, $900 or more, and $1,050
or more. The stock price will be measured based on the volume-weighted average price per share for 90 consecutive
trading days; |
|
|
|
|
Service condition: Approximately 7-years of vesting; and |
|
|
|
|
Performance condition: Start of production for at least one series production program. |
|
On March 16, 2023, the Board granted a $12.0
million stock-price based award to the Companys Executive Vice President & General Manager that vested in six tranches of $2.0 million each, upon achievement of the six stock price milestones of $300, $375, $450, $600, $750 and $900 based on 90 trading day volume-weighted average price of a share of common stock over a 7.0 years performance period. The grant date fair value per share of the award granted to the said executive was $128.70 per share. On June 20, 2023, this award was modified to settle in a fixed number of shares and the impact of modification was not material. In September 2023, this award was
forfeited and the impact of forfeiture was not material.
On June 4, 2024, the Board granted 45,831
RSUs to an executive, contingent upon market-based performance conditions. The grant date fair value of the award was $17.28 per
share. On December 12, 2024, the Board granted 116,666 RSUs to an executive, contingent upon market-based performance
conditions. The grant date fair value of the award was $2.10 per share.
On July 28, 2025, the Company granted 820,379
performance-based RSUs (PSUs) to Paul Ricci, the Companys Chief Executive Officer. The grant date fair value per share was $2.96
per share. The award is subject to service-based vesting and the achievement of specified 90-day average market capitalization targets.
During the year ended December 31, 2025, certain unvested awards were forfeited in connection with executive departures. As a result, the
Company reversed $38.3 million of previously recognized share-based compensation expense, which was recorded in general and
administrative expenses in the consolidated statements of operations.
The Company measured the compensation cost for the management awards outlined above using a Monte Carlo simulation model.
As of December 31, 2025, the Company had $1.7
million of unrecognized stock-based compensation expense related to management awards. This cost is expected to be recognized over a weighted-average period of 0.89 years.
78
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Activity of the Companys management awards that include
market conditions described above for the year ended December 31, 2025 was as follows:
|
|
|
Shares |
|
|
Weighted Average
Grant Date Fair
Value per Share |
|
|
|
Outstanding as of December 31, 2024 |
|
|
915,831 |
|
|
$ |
106.99 |
|
|
|
Granted |
|
|
820,379 |
|
|
|
2.96 |
|
|
|
Forfeited |
|
|
(573,164 |
) |
|
|
116.81 |
|
|
|
Change in units based on performance |
|
|
(226,000 |
) |
|
|
136.22 |
|
|
|
Vested |
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2025 |
|
|
937,046 |
|
|
|
2.85 |
|
|
On November 8, 2023, the Board approved a formula for RSU grants to Messrs. Fennimore and Prescott for each year from 2024 through 2029 for
Mr. Fennimore and through 2026 for Mr. Prescott based on achievement of annual performance goals with respect to the immediately preceding year (Annual Performance Awards). The number of RSUs to be awarded in a year will be determined at
the sole discretion of the Human Resources and Compensation Committee of the Board (the Compensation Committee) based on actual achievement of the annual performance goals established by the Board based on the Companys approved operating
plan in respect of the immediately preceding year, with such awards ranging from 9,166 RSUs at the threshold level, 36,666 RSUs at the target level, and 55,000
RSUs at the maximum level for extraordinary performance (interpolated linearly between target levels, as applicable). For a potential award to be made in 2024, the Compensation Committee had determined that annual performance goals will be
weighted 50% based on revenue and 50%
based on free cash flow, with target performance for the revenue performance goal equal to $81.4 million and target performance
for the 2023 fourth quarter free cash flow goal equal to $(37) million. Each Annual Performance Award will vest over time as to
one-third immediately upon approval of the grant by the Compensation Committee, and one-third annually for 2 years from the
beginning of the performance period to incentivize performance and retention, subject to continued active employment through each vesting date.
Compensation expense
Stock-based compensation expense by function was as follows (in thousands):
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Cost of sales |
|
$ |
3,600 |
|
|
$ |
6,090 |
|
|
$ |
9,163 |
|
|
|
Research and development |
|
|
17,018 |
|
|
|
51,231 |
|
|
|
65,840 |
|
|
|
Sales and marketing |
|
|
3,870 |
|
|
|
16,094 |
|
|
|
27,577 |
|
|
|
General and administrative |
|
|
(15,478 |
) |
|
|
63,165 |
|
|
|
104,552 |
|
|
|
Stock-based compensation related to restructuring |
|
|
(304 |
) |
|
|
2,555 |
|
|
|
|
|
|
|
Total |
|
$ |
8,706 |
|
|
$ |
139,135 |
|
|
$ |
207,132 |
|
|
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock-based compensation expense by type of award was as follows (in thousands):
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Equity Classified Awards: |
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
$ |
|
|
|
$ |
369 |
|
|
$ |
2,197 |
|
|
|
RSAs |
|
|
|
|
|
|
|
|
|
|
61 |
|
|
|
RSUs |
|
|
34,497 |
|
|
|
92,398 |
|
|
|
138,820 |
|
|
|
Management awards |
|
|
(27,142 |
) |
|
|
21,387 |
|
|
|
22,808 |
|
|
|
ESPP |
|
|
379 |
|
|
|
845 |
|
|
|
1,313 |
|
|
|
Stock-based compensation related to restructuring |
|
|
(304 |
) |
|
|
2,555 |
|
|
|
|
|
|
|
Liability Classified Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity-settled fixed value |
|
|
4,815 |
|
|
|
14,530 |
|
|
|
16,691 |
|
|
|
Optogration |
|
|
|
|
|
|
|
|
|
|
6,079 |
|
|
|
Freedom Photonics |
|
|
(2,250 |
) |
|
|
3,212 |
|
|
|
11,965 |
|
|
|
Other |
|
|
(1,289 |
) |
|
|
3,839 |
|
|
|
7,198 |
|
|
|
Total |
|
$ |
8,706 |
|
|
$ |
139,135 |
|
|
$ |
207,132 |
|
|
Note 16. Leases
The Company leases offices and manufacturing facilities under non-cancelable operating leases expiring at various dates through August 2032.
Some of the Companys leases include one or more options to renew, with renewal terms that if exercised by the Company, extend
the lease term from one to six years. The exercise of these renewal options is at the Companys discretion. The Companys lease agreements do not contain any material terms and conditions of residual value guarantees or material restrictive covenants.
The Companys short-term leases and sublease income were not material.
In September 2024, the Company reduced the leased space at one of its contracted manufacturing facility in Mexico from approximately 320,873 square feet to 220,873
square feet, for the term from December 2024 to March 2025, and further to 125,873 square feet for the lease term from April
2025 to August 2032. The Company determined that the amendment would be treated as a lease modification. The modification resulted in a remeasurement of the operating lease right-of-use asset and lease liability, and the effect was a
decrease to the right-of-use asset and lease liability of $7.5 million and $7.8 million, respectively.
The components of lease expenses were as follows (in thousands):
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Operating lease cost |
|
$ |
7,619 |
|
|
$ |
11,152 |
|
|
$ |
8,441 |
|
|
|
Variable lease cost |
|
|
858 |
|
|
|
1,294 |
|
|
|
1,887 |
|
|
|
Total operating lease cost |
|
$ |
8,477 |
|
|
$ |
12,446 |
|
|
$ |
10,328 |
|
|
Supplemental cash flow information related to leases was as follows (in thousands):
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
|
|
|
Cash paid for operating leases included in operating activities |
|
$ |
(8,343 |
) |
|
$ |
(10,750 |
) |
|
$ |
(7,508 |
) |
|
|
Recognition/derecognition of right-of-use asset in exchange for lease obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
(9,714 |
) |
|
|
(4,821 |
) |
|
|
28,447 |
|
|
80
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental balance
sheet information related to leases was as follows (in thousands):
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
Operating leases: |
|
|
|
|
|
|
|
|
Operating lease right-of-use assets |
|
$ |
14,115 |
|
|
$ |
31,479 |
|
|
|
Operating lease liabilities: |
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities, current |
|
$ |
2,035 |
|
|
$ |
10,049 |
|
|
|
Operating lease liabilities, non-current |
|
|
3,674 |
|
|
|
24,083 |
|
|
|
Total operating lease liabilities |
|
$ |
5,709 |
|
|
$ |
34,132 |
|
|
Weighted average remaining terms were as follows (in years):
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
Weighted average remaining lease term |
|
|
|
|
|
|
|
|
Operating leases |
|
|
3.75 |
|
|
|
4.20 |
|
|
Weighted average discount rates were as follows:
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
Weighted average discount rate |
|
|
|
|
|
|
|
|
Operating leases |
|
|
6.80 |
% |
|
|
6.25 |
% |
|
Maturities of lease liabilities were as follows (in thousands):
|
Year Ending December 31, |
|
Operating Leases |
|
|
|
2026 |
|
$ |
6,255 |
|
|
|
2027 |
|
|
5,533 |
|
|
|
2028 |
|
|
3,417 |
|
|
|
2029 |
|
|
1,506 |
|
|
|
2030 |
|
|
888 |
|
|
|
Thereafter |
|
|
1,667 |
|
|
|
Total lease payments |
|
|
19,266 |
|
|
|
Less: imputed interest |
|
|
(2,198 |
) |
|
|
Total leases liabilities (1) |
|
$ |
17,068 |
|
|
(1) Includes $11.4 million of operating lease liabilities which are currently classified as Liabilities subject to compromise on our Consolidated Balance Sheet.
Note 17. Income Taxes
The following table presents components of loss before provision for (benefit from) income taxes for the periods presented (in thousands):
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
United States |
|
$ |
(368,311 |
) |
|
$ |
(275,057 |
) |
|
$ |
(571,265 |
) |
|
|
International |
|
|
2,347 |
|
|
|
1,174 |
|
|
|
1,692 |
|
|
|
Loss before provision for (benefit from) income taxes |
|
$ |
(365,964 |
) |
|
$ |
(273,883 |
) |
|
$ |
(569,573 |
) |
|
Provision for (benefit from) income taxes for the periods presented consisted of (in thousands):
81
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
U.S. federal |
|
$ |
|
|
|
$ |
|
|
|
$ |
(150 |
) |
|
|
U.S. state |
|
|
11 |
|
|
|
|
|
|
|
(56 |
) |
|
|
Foreign |
|
|
327 |
|
|
|
(161 |
) |
|
|
1,966 |
|
|
|
Total current: |
|
|
338 |
|
|
|
(161 |
) |
|
|
1,760 |
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal |
|
|
|
|
|
|
(431 |
) |
|
|
(43 |
) |
|
|
U.S. state |
|
|
|
|
|
|
(151 |
) |
|
|
(21 |
) |
|
|
Total deferred: |
|
|
|
|
|
|
(582 |
) |
|
|
(64 |
) |
|
|
Total provision for (benefit from) income taxes |
|
$ |
338 |
|
|
$ |
(743 |
) |
|
$ |
1,696 |
|
|
As previously disclosed for the years ended December 31, 2024 and December 31, 2023, prior to the adoption of ASU 2023-09, the effective
income tax rate differs from the statutory federal income tax rate as follows:
|
|
|
Year Ended December 31, |
|
|
|
|
2024 |
|
|
2023 |
|
|
|
U.S. federal provision at statutory rate |
|
|
21.0 |
% |
|
|
21.0 |
% |
|
|
State income taxes |
|
|
5.6 |
|
|
|
5.2 |
|
|
|
Foreign taxes |
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
Tax credits |
|
|
0.9 |
|
|
|
1.0 |
|
|
|
Fair value of financial instruments |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
Stock-based compensation expense |
|
|
(6.9 |
) |
|
|
(3.7 |
) |
|
|
Executive compensation |
|
|
(2.0 |
) |
|
|
(0.5 |
) |
|
|
Other permanent items |
|
|
0.0 |
|
|
|
(0.2 |
) |
|
|
Unrecognized tax benefits |
|
|
0.0 |
|
|
|
0.3 |
|
|
|
Change in valuation allowance |
|
|
(18.5 |
) |
|
|
(23.4 |
) |
|
|
Effective tax rate |
|
|
0.3 |
% |
|
|
(0.3 |
%) |
|
The following table presents a reconciliation of the statutory federal rate and our effective tax rate (after the adoption of ASU 2023-09):
|
|
|
Year ended December 31, 2025 |
|
|
|
|
|
Amount |
|
|
Percentage |
|
|
|
Income taxes (benefit) at statutory federal rate |
|
|
(76,852 |
) |
|
|
21.0 |
% |
|
|
State and local taxes, net of federal income tax effect (1) |
|
|
11 |
|
|
|
0.0 |
% |
|
|
Foreign tax effects: |
|
|
|
|
|
|
|
|
|
|
Other Foreign |
|
|
(166 |
) |
|
|
0.1 |
% |
|
|
Effect of cross-border tax laws: |
|
|
|
|
|
|
|
|
|
|
Global intangible low-taxed income |
|
|
1,029 |
|
|
|
(0.3 |
)% |
|
|
Tax credits: |
|
|
|
|
|
|
|
|
|
|
R&D Credit |
|
|
(1,479 |
) |
|
|
0.4 |
% |
|
|
Changes in valuation allowance (2) |
|
|
73,860 |
|
|
|
(20.2 |
)% |
|
|
Nontaxable or nondeductible items: |
|
|
|
|
|
|
|
|
|
|
Excess Tax (Benefit) or Deficit on Stock Awards |
|
|
7,272 |
|
|
|
(2.0 |
)% |
|
|
Deferred Compensation FV Adjustment |
|
|
(6,023 |
) |
|
|
1.7 |
% |
|
|
Other Nontaxable or Nondeductible Items |
|
|
2,421 |
|
|
|
(0.7 |
)% |
|
|
Changes in unrecognized tax benefits |
|
|
296 |
|
|
|
(0.1 |
)% |
|
|
Other Adjustments: |
|
|
|
|
|
|
|
|
|
|
Other Adjustments |
|
|
(31 |
) |
|
|
0.0 |
% |
|
|
Provision / (benefit) for income taxes |
|
|
338 |
|
|
|
(0.1 |
)% |
|
|
(1) |
The state jurisdictions that contribute to the majority
(greater than 50%) of the tax effect in this category include California and New Jersey. |
|
|
(2) |
In 2024, the change in valuation allowance related to the state jurisdictions was included in the change in valuation
allowance. In 2025, this amount is net in the State and local taxes. |
|
82
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Companys deferred income tax assets and liabilities as of December 31, 2025 and 2024 were as follows (in thousands):
|
|
|
Year Ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carry forward |
|
$ |
354,545 |
|
|
$ |
246,178 |
|
|
|
Capital Loss |
|
|
2,092 |
|
|
|
|
|
|
|
Tax credits |
|
|
30,765 |
|
|
|
29,595 |
|
|
|
Accruals and reserves |
|
|
2,505 |
|
|
|
881 |
|
|
|
Stock-based compensation expense |
|
|
2,520 |
|
|
|
6,134 |
|
|
|
Lease liability (ASC 842) |
|
|
4,057 |
|
|
|
8,666 |
|
|
|
Section 174 R&D capitalization |
|
|
64,179 |
|
|
|
101,876 |
|
|
|
Inventory reserves |
|
|
21,279 |
|
|
|
9,113 |
|
|
|
Depreciation and amortization |
|
|
18,138 |
|
|
|
15,380 |
|
|
|
Basis difference on debt obligation |
|
|
20,237 |
|
|
|
9,692 |
|
|
|
Deferred interest expense |
|
|
9,097 |
|
|
|
3,698 |
|
|
|
Unrealized Gain |
|
|
3,546 |
|
|
|
3,451 |
|
|
|
Other |
|
|
|
|
|
|
515 |
|
|
|
Total deferred tax assets |
|
|
532,960 |
|
|
|
435,179 |
|
|
|
Valuation allowance |
|
|
(528,953 |
) |
|
|
(427,222 |
) |
|
|
Total deferred tax asset |
|
|
4,007 |
|
|
|
7,957 |
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
378 |
|
|
|
|
|
|
|
ROU asset (ASC 842) |
|
|
3,629 |
|
|
|
7,957 |
|
|
|
Total deferred tax liabilities |
|
|
4,007 |
|
|
|
7,957 |
|
|
|
Net deferred tax assets (liabilities) |
|
$ |
|
|
|
$ |
|
|
|
The amounts of cash income taxes paid by the Company were as follows:
|
|
|
Year ended
December 31, 2025 |
|
|
|
Federal |
|
$ |
|
|
|
|
State |
|
|
|
|
|
|
Massachusetts |
|
|
3 |
|
|
|
New Jersey |
|
|
12 |
|
|
|
Other states |
|
|
|
|
|
|
Foreign: |
|
|
|
|
|
|
Israel |
|
|
44 |
|
|
|
India |
|
|
208 |
|
|
|
Germany |
|
|
185 |
|
|
|
Other Foreign |
|
|
27 |
|
|
|
Total |
|
$ |
479 |
|
|
83
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and
estimates of future taxable income. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the history of
losses incurred by the Company, management believes it is not more likely than not that substantially all of the U.S. domestic deferred tax assets can be realized. Accordingly, the Company established and recorded a full valuation allowance
on its U.S. domestic net deferred tax assets of $529.0 million and $427.2 million as of December 31, 2025 and 2024, respectively. The valuation allowance increased by $101.7 million in 2025.
No deferred tax liabilities for foreign withholding taxes have been recorded relating to the earnings of the Companys foreign subsidiaries
since all such earnings are intended to be indefinitely reinvested.
Utilization of the net operating loss and tax credit carryforwards is subject to a substantial annual limitation due to the ownership
change limitations provided by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (IRC) and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit
carryforwards before utilization. As of December 31, 2025, the Company had $1.3 billion of U.S. federal net operating loss
carryforwards available to reduce future taxable income, of which $1.2 billion will be carried forward indefinitely for U.S.
federal tax purposes. The federal net operating loss carryforwards, if not utilized, will begin to expire in 2035. The Company
also has $1.2 billion of U.S. state net operating loss carryforwards. State net operating loss carryforward, if not utilized,
will begin to expire on various dates starting 2028.
The Company also has federal and state research and development (R&D) tax credit carryforwards of $31.2 million and $7.3 million,
respectively, as of December 31, 2025. The federal research credit carryforwards will begin expiring in 2036 unless previously utilized. A portion of the state research credit carryforwards will begin expiring in 2026 and the California
research credits do not expire.
On July 4, 2025, the current administration signed the One Big Beautiful Bill Act (OBBBA), which includes comprehensive U.S. corporate tax legislation. The
legislation includes the modification and permanent extension of prior tax law under the Tax Cuts and Jobs Act and the introduction of new provisions such as permanently reinstating the immediate deduction of domestic specified research and
experimental expenditures, permanent changes in the limitations for deducting business interest expense and permanently restoring bonus depreciation allowances. Due to our valuation allowance on deferred tax assets, this tax law change did
not result in a material impact to our consolidated financial statements.
A reconciliation of the beginning and
ending amount of unrecognized tax benefits as follows:
|
|
|
December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Beginning at December 31, 2024 |
|
$ |
7,474 |
|
|
$ |
6,828 |
|
|
|
Prior Year Additions |
|
|
|
|
|
|
70 |
|
|
|
Reversal of Prior Year Positions |
|
|
(106 |
) |
|
|
(677 |
) |
|
|
Current Year Additions |
|
|
404 |
|
|
|
1,253 |
|
|
|
Ending Balance at December 31, 2025 |
|
$ |
7,772 |
|
|
$ |
7,474 |
|
|
The Company has considered the amounts and probabilities of the outcomes that can be realized upon ultimate settlement with the tax
authorities and determined unrecognized tax benefits primarily related to credits should be established as noted in the summary roll forward above. Our unrecognized gross tax benefits would not reduce the annual effective tax rate if
recognized because we have recorded a valuation allowance on our deferred tax assets.
As of December 31, 2025, the Company does not believe that it is reasonably possible that its unrecognized tax benefits would significantly
change in the following 12 months. Our policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax
liability on its consolidated balance sheet. To date, we have not recognized any interest and penalties in its consolidated statements of operations, nor has it accrued for or made payments for interest and penalties.
84
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[](#TABLEOFCONTENTS)
LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Commitments and Contingencies
Purchase Obligations
The Company purchases goods and services from a variety of suppliers in the ordinary course of business. Purchase obligations are defined as agreements that
are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable price provisions, and the approximate timing of the transaction. The Company had
purchase obligations primarily for purchases of inventory, R&D, and general and administrative activities totaling $63.0
million as of December 31, 2025. For the year ended December 31, 2025, the Company recorded a loss of $42.8 million related to
these firm purchase commitments, which is included in product cost of sales in the consolidated statements of operations.
Legal Matters
From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third
parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated,
the Company records a liability for such loss contingencies. The Companys estimates regarding potential losses and materiality are based on the Companys judgment and assessment of the claims utilizing currently available information.
Although the Company will continue to reassess its reserves and estimates based on future developments, the Companys objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may
vary from the Companys current estimates. The Companys current legal accrual is not material to the financial statements.
Johnson v. Luminar Technologies, Inc., et al.
On May 26, 2023, a putative class action styled Johnson v. Luminar Technologies, Inc., et al., Case No. 6:23-cv-00982-PGB-LHP, was filed in the
United States District Court for the Middle District of Florida, against the Company and an employee. The suit asserts purported claims on behalf of purchasers of the Companys securities between February 28, 2023 and March 17, 2023 under
Sections 10(b) and 20(a) of the Exchange Act for allegedly misleading statements regarding the Companys photonic integrated circuits technology. Defendants filed a motion to dismiss the complaint on December 29, 2023, the motion was
granted, and on July 8, 2024 Plaintiff filed a second amended complaint, Defendants filed a motion to dismiss the second amended complaint on August 22, 2024, and the motion was granted on December 12, 2024. Plaintiff filed a third
amended complaint and Defendants filed their motion to dismiss the third amended complaint on February 24, 2025, and the motion was denied on September 10, 2025. Defendants dispute the allegations and are continuing to vigorously defend
the litigation. On October 21, 2023, a shareholder derivative suit entitled Bhavsar v. McAuliffe, et al. Bhavsar v. McAuliffe, et al., No. 6:23-cv-02037 was filed in the United States District Court for the Middle District of Florida
against directors of the Company and an employee. The suit avers claims for purported breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste, aiding and abetting, and contribution under Sections 10(b)
and 21D of the Exchange Act on the basis of the same purported wrongdoing alleged in the first lawsuit described above. In November 2023, three
additional shareholder derivative suits averring similar claims to Bhavsar were filed in the United States District Court for the District of Delaware: Lance Dechant, et al. v. Alec E. Gores, et al., C.A. No. 23-cv-01318-UNA, Hutchinson
v. Russell, et al., C.A. No. 23-cv-01345-UNA, and Ulerio v. Russell, et al., C.A. No. 23-cv-01359-UNA. Defendants dispute the allegations in the complaint and intend to vigorously defend the litigation. The Company has determined that the
likelihood of this matter resulting in a material adverse impact on the Companys financial results is remote. In light of the Bankruptcy, the Company has provided all necessary notice to the relevant court and parties to the
litigation, informing them of the automatic stay of the proceedings, as provided under the Bankruptcy Code, for Company entities.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Yskollari v. Luminar Technologies, Inc., et al.
On July 23, 2025, a putative class action entitled Yskollari v. Luminar Technologies, Inc., et al., Case No. Case 6:25-cv-01384, was filed in the
United States District Court for the Middle District of Florida, against the Company and former and current employees. The suit asserts purported claims on behalf of purchasers of the Companys securities between March 20, 2025, and May
14, 2025 under Sections 10(b) and 20(a) of the Exchange Act for allegedly misleading statements regarding the former CEOs conduct and seeks compensatory damages. On January 26, 2026, claimants filed an amended complaint alleging
claims against Austin Russell and Thomas Fennimore, only. Defendants dispute the allegations and are continuing to vigorously defend the litigation. On August 21, 2025, a shareholder derivative suit
entitled Buttrey v. Russell, et al., No. 6:25-cv-01592-CEM-NWH (M.D. Fla.) was filed in the United States District Court for the Middle District of Florida against the board and current and former employees alleging claims for breach of
fiduciary duties, and for violations of Sections 10(b), 20(a) and 21D of the Securities Exchange Act of 1934 based on the same alleged facts and circumstances described in the Yskollari putative securities class action. In September 2025,
two other shareholder derivative lawsuits averring similar claims to Buttrey were filed in the United States District Court for
the Middle District of Florida: Bandele v. Russell, et al., No. 6:25-cv-01699-CEM-NWH, and Levitan v. Fennimore et al., No. 6:25-cv-01840-CEM-DCI. On October 4, 2025, the plaintiffs in these three shareholder derivative suits filed a motion to consolidate the three actions. In light of the Bankruptcy, the Company has provided all necessary notice to the relevant court and parties securing litigation stays,
as provided under the Bankruptcy Code, for Company entities.
SEC Investigation
The Company received subpoenas from the SEC for documents in connection with investigations the SEC is conducting to determine whether there has been a
violation of federal securities laws. The Company is cooperating with the investigation. The SEC informed the Company that its investigation does not mean that it has concluded that anyone has violated the law and that receipt of the
subpoena does not mean that the SEC has a negative opinion of any person, entity, or security. The Company, however, can offer no assurances as to the outcome of this investigation or its potential effect, if any, on the Company. The
Company has informed the SEC about the Bankruptcy and continues to cooperate with the investigation.
Note 19. Segment and Customer Concentration Information
Reportable segments are (i) Autonomy Solutions and (ii) ATS, which also represent our historical operating segments. See Note 2, Basis of Presentation and Summary of Significant Accounting Policies - Segment Information, for additional information on the Companys operating segments. These segments reflect the way the chief
operating decision maker (CODM) evaluated the Companys business performance and managed its operations prior to the Chapter 11 Cases. Each segment has distinct product offerings, customers and market penetration. The Chief Executive
Officer was the CODM of the Company.
Prior to the Chapter 11 Cases, the Companys CODM evaluated segment performance using segment operating loss and segment assets to allocate
operating and capital resources to each segment. The CODM also considered other financial information, including revenue data broken down by products and services within the Autonomy Solutions and ATS segments. The segment information
presented reflects historical periods prior to the sale of substantially all of the Company's assets and the cessation of its business operations.
Autonomy Solutions
This segment manufactures and distributes commercial LiDAR sensors that measure distance using laser light for automotive mobility
applications. This segment is impacted by trends in the automobile and autonomous vehicles sector and the infrastructure/technology sector.
ATS
This segment is in the business of development of semiconductor technology based lasers and sensors. This segment also designs, tests and
provides consulting services for development of integrated circuits. This segment is impacted by trends in and the strength of the automobile and aeronautics sectors as well as government spending in military and defense activities.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accounting policies of the operating segments are the same as those described in Note 2, Basis of
Presentation and Summary of Significant Accounting Policies - Segment Information. Segment operating results and reconciliations to the Companys consolidated balances are as follows (in thousands):
|
Year ended December 31, 2025 |
|
|
|
|
|
Autonomy
Solutions |
|
|
ATS |
|
|
Total |
|
|
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
Products |
|
$ |
30,374 |
|
|
$ |
15,661 |
|
|
$ |
46,035 |
|
|
|
Services |
|
|
10,510 |
|
|
|
9,469 |
|
|
|
19,979 |
|
|
|
Intersegment revenue |
|
|
|
|
|
|
10,236 |
|
|
|
10,236 |
|
|
|
|
|
|
40,884 |
|
|
|
35,366 |
|
|
|
76,250 |
|
|
|
Reconciliation of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of intersegment revenue |
|
|
|
|
|
|
|
|
|
|
(10,236 |
) |
|
|
Total revenue |
|
|
|
|
|
|
|
|
|
|
66,014 |
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
14,063 |
|
|
|
2,906 |
|
|
|
|
|
|
|
Impairment of goodwill and intangible assets |
|
|
|
|
|
|
3,719 |
|
|
|
|
|
|
|
Impairment of long-lived assets |
|
|
6,390 |
|
|
|
1,123 |
|
|
|
|
|
|
|
Other segment items (a) |
|
|
302,018 |
|
|
|
42,832 |
|
|
|
|
|
|
|
Operating loss |
|
$ |
(281,587 |
) |
|
$ |
(15,214 |
) |
|
$ |
(296,801 |
) |
|
|
Reconciliation of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
(22,814 |
) |
|
|
Loss before reorganization items and provision for income taxes |
|
|
|
|
|
|
|
|
|
$ |
(319,615 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other significant items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
102,012 |
|
|
$ |
29,331 |
|
|
$ |
131,343 |
|
|
|
Inventory |
|
$ |
3,497 |
|
|
$ |
3,159 |
|
|
$ |
6,656 |
|
|
(a) For each reportable segment, the other segment items category includes:
|
|
|
Autonomy Solutions - Professional and contracting service expenses, travel expenses, insurance and maintenance expenses, utility expenses, restructuring costs and certain overhead expenses. |
|
|
|
|
ATS - Professional and contracting service expenses, courier & postage expenses, insurance expenses, facility maintenance & utility expenses, restructuring costs and certain overhead
expenses. |
|
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
Year ended December 31, 2024 |
|
|
|
|
|
Autonomy
Solutions |
|
|
ATS |
|
|
Total |
|
|
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
Products |
|
$ |
52,181 |
|
|
$ |
10,427 |
|
|
$ |
62,608 |
|
|
|
Services |
|
|
1,299 |
|
|
|
11,488 |
|
|
|
12,787 |
|
|
|
Intersegment revenue |
|
|
|
|
|
|
19,165 |
|
|
|
19,165 |
|
|
|
|
|
|
53,480 |
|
|
|
41,080 |
|
|
|
94,560 |
|
|
|
Reconciliation of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of intersegment revenue |
|
|
|
|
|
|
|
|
|
|
(19,165 |
) |
|
|
Total revenue |
|
|
|
|
|
|
|
|
|
|
75,395 |
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
22,269 |
|
|
|
2,986 |
|
|
|
|
|
|
|
Impairment of goodwill and intangible assets |
|
|
|
|
|
|
6,647 |
|
|
|
|
|
|
|
Other segment items (a) |
|
|
444,209 |
|
|
|
53,486 |
|
|
|
|
|
|
|
Operating loss |
|
$ |
(412,998 |
) |
|
$ |
(22,039 |
) |
|
$ |
(435,037 |
) |
|
|
Reconciliation of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
161,154 |
|
|
|
Loss before provision for income taxes |
|
|
|
|
|
|
|
|
|
$ |
(273,883 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other significant items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
323,788 |
|
|
$ |
41,425 |
|
|
$ |
365,213 |
|
|
|
Inventory |
|
$ |
11,436 |
|
|
$ |
3,472 |
|
|
$ |
14,908 |
|
|
(a) For each reportable segment, the other segment items category includes:
|
|
|
Autonomy Solutions - Professional and contracting service expenses, travel expenses, insurance and maintenance expenses, utility expenses, restructuring costs and certain overhead expenses. |
|
|
|
|
ATS - Professional and contracting service expenses, courier & postage expenses, insurance expenses, facility maintenance & utility expenses, restructuring costs and certain overhead
expenses. |
|
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
Year ended December 31, 2023 |
|
|
|
|
|
Autonomy
Solutions |
|
|
ATS |
|
|
Total |
|
|
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
Products |
|
$ |
39,489 |
|
|
$ |
5,555 |
|
|
$ |
45,044 |
|
|
|
Services |
|
|
9,346 |
|
|
|
15,389 |
|
|
|
24,735 |
|
|
|
Intersegment revenue |
|
|
|
|
|
|
17,528 |
|
|
|
17,528 |
|
|
|
|
|
|
48,835 |
|
|
|
38,472 |
|
|
|
87,307 |
|
|
|
Reconciliation of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of intersegment revenue |
|
|
|
|
|
|
|
|
|
|
(17,528 |
) |
|
|
Total revenue |
|
|
|
|
|
|
|
|
|
|
69,779 |
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
23,935 |
|
|
|
2,689 |
|
|
|
|
|
|
|
Impairment of goodwill and intangible assets |
|
|
|
|
|
|
15,489 |
|
|
|
|
|
|
|
Other segment items (a) |
|
|
538,568 |
|
|
|
69,934 |
|
|
|
|
|
|
|
Operating loss |
|
$ |
(513,668 |
) |
|
$ |
(49,640 |
) |
|
$ |
(563,308 |
) |
|
|
Reconciliation of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
(6,265 |
) |
|
|
Loss before provision for income taxes |
|
|
|
|
|
|
|
|
|
$ |
(569,573 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other significant items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
474,427 |
|
|
$ |
37,940 |
|
|
$ |
512,367 |
|
|
|
Inventory |
|
$ |
11,125 |
|
|
$ |
1,071 |
|
|
$ |
12,196 |
|
|
(a) For each reportable segment, the other segment items category includes:
|
|
|
Autonomy Solutions - Professional and contracting service expenses, travel expenses, insurance and maintenance expenses, utility expenses, restructuring costs and certain overhead expenses. |
|
|
|
|
ATS - Professional and contracting service expenses, courier & postage expenses, insurance expenses, facility maintenance & utility expenses, restructuring costs and certain overhead
expenses. |
|
Two customers, customer A and customer C of the Autonomy Solutions segment, accounted for 16% and 29%, respectively,
of our revenue for the year ended December 31, 2025. One customer, customer A of the Autonomy Solutions segment,
accounted for 39% of our revenue for the year ended December 31, 2024. Two customers, customer A and customer B of the Autonomy Solutions segment, accounted for 35% and 11%, respectively, of our revenue for the year ended
December 31, 2023. A vast majority of the Companys long-lived assets are located in the United States and Mexico.
Note 20. Related Party Transactions
Equity Investments
In February 2021, the Company invested $15.0
million in a special purpose acquisition company, of which Mr. Jun Hong Heng, was the Chairman and Chief Executive Officer, and a principal shareholder. Mr. Heng became a director of the Company in June 2021. The terms of such investment
were no less favorable to the Company than to other third-party investors. During 2021, the Company sold $2.9 million of this
investment and had a remaining balance of $12.1 million as of December 31, 2021. The fair value of this investment as of
December 31, 2021 was $12.2 million, which was included in marketable securities in the balance sheet. The Company sold this
investment in its entirety in the second quarter of 2022. The special purpose acquisition company merged with ECARX on December 20, 2022 and Mr. Heng continues to be a director of the merged company. The balance of this investment was $2.6 million as of December 31, 2025.
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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In June 2022, the Company invested in a special purpose acquisition company through open market purchases, of which Mr. Alec Gores, a current Luminar
director, was the Chairman and Chief Executive Officer, and a principal shareholder. The special purpose acquisition company merged with Polestar Automotive Holdings UK PLC on June 24, 2022. The balance of this investment as of December
31, 2025 and 2024 was not material.
Note 21. Subsequent Events
Sale of LiDAR Assets
On January 11, 2026, the Company and entered into a Purchase Agreement (the Stalking Horse Asset Purchase Agreement) with QCi, as the proposed stalking
horse bidder, to acquire specified assets and assume certain liabilities related to the LiDAR business, for cash consideration of $22.0
million. The transaction was subject to Bankruptcy Court approval and other customary closing conditions.
On January 26, 2026, the Company held an auction for the LiDAR business pursuant to the bidding procedures approved by the Bankruptcy Court (the Auction).
At the conclusion of the Auction, the Company determined (i) the bid submitted by MicroVision, Inc. (MicroVision) was the highest or otherwise best offer and designated MicroVision as the successful bidder for the Companys LiDAR assets
and (ii) the bid submitted by QCi was the second highest or otherwise second best offer and designated QCi as the back-up bidder. As a result of the Auction, on January 26, 2026, the Company and MicroVision entered into a Purchase
Agreement (the MicroVision Asset Purchase Agreement), pursuant to which, subject to the terms and conditions set forth therein, MicroVision agreed to acquire specified assets related to the Companys LiDAR business and assume certain
liabilities, subject to the Bankruptcy Courts approval, for cash consideration of $33.0 million, subject to certain
adjustments as contemplated by the MicroVision Asset Purchase Agreement.
On February 3, 2026, following receipt of Bankruptcy Court approval, the Company completed the sale to MicroVision as contemplated by the MicroVision Asset
Purchase Agreement. On February 4, 2026, the Company delivered written notice to QCi terminating the Stalking Horse Asset Purchase Agreement pursuant to the terms thereof and paid QCi a break-up fee of $0.7 million and reimbursed QCi $0.5
million for its reasonable, out-of-pocket and documented expenses, in connection with the termination of the Stalking Horse Asset Purchase Agreement.
Sale of LSI
On February 2, 2026 (the LSI Closing Date), following receipt of Bankruptcy Court approval, the Company completed the sale of all of the issued and outstanding shares of LSI to
QCi for $110.0 million in cash subject to certain adjustments as contemplated by the LSI Stock Purchase Agreement (the Closing
Cash Consideration). In accordance with the LSI Stock Purchase Agreement, (i) $11.0 million of the Closing Cash Consideration
will be held in a post-closing escrow account for a period of twelve months, as QCis sole recourse against the Company in the
event of a breach of certain representations and warranties and for certain indemnification claims, which could reduce the amount of available recovery for creditors (ii) the Company has agreed to refrain from competing with LSI and to
refrain from soliciting LSIs employees, customers, vendors, suppliers and other business partners (subject to limited exceptions) for a period of three years following the LSI Closing Date, and (iii) the Company and LSI have granted each other certain mutual non-exclusive licenses to respective intellectual property currently used in the other
partys business to ensure freedom to operate following the LSI Closing Date.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act and other securities laws is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as
appropriate to allow timely decision making and timely required disclosure to investors.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as required under
Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2025. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure
controls and procedures were effective as of December 31, 2025.
Managements Report on Internal Control Over Financial Reporting
Management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a- 15(f) and 15d-15(f) under the Exchange Act and based upon the criteria
established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO framework). Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP.
Managements internal control system provides reasonable assurance with respect to the preparation and fair presentation of financial statements, but has inherent limitations that may not prevent or detect all misstatements, including the
possibility of human error, circumvention of controls, or fraud.
Under the supervision and with the participation of our management, including our CEO and CFO, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the COSO framework. Based on
evaluation under these criteria, management has concluded that our internal control over financial reporting was effective as of December 31, 2025 to provide reasonable assurance regarding the
reliability of financial reporting and preparation of consolidated financial statements in accordance with U.S. GAAP.
Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and our principal financial officer, has determined that our internal controls are reasonably designed and implemented to assure reliable financial reporting and preparation of our
financial statements. However, no control system can prevent and detect all errors and fraud. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because
of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION.
During the quarter ended December 31, 2025, no director or officer of the Company adopted, amended or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our board of directors currently consists of eleven directors and is divided into three classes, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and our amended and restated bylaws. Our board
of directors consists of four Class I directors, Patricia Ferrari, Dr. Shaun Maguire, Katharine A. Martin, and Paul Ricci, four Class II directors, Elizabeth Abrams, Alec Gores, Matthew J. Simoncini and Daniel D. Tempesta, and three Class III
directors, Dr. Mary Lou Jepsen, Austin Russell and Dominick Schiano.
Board of Directors
Elizabeth Abrams, 45, has served on our Board of Directors since November 2025. She has more than 20 years of experience in corporate finance,
working with boards, investors, and management teams to develop strategies to navigate transformational change. Her experience spans across industries and company stages, from inception, high growth and capital raising to mature company M&A
and restructuring. Since April 2023, Ms. Abrams has served as a managing member of Spruce Brook Partners. Before becoming an independent fiduciary, Ms. Abrams spent the majority of her career as an investment banker, most recently as a Senior
Managing Director at Guggenheim Securities from 2018 to 2021, where she advised companies and their stakeholders on value-maximizing liability management and restructuring transactions. Ms. Abrams also previously served as the chief financial
officer of K Health, an AI-driven growth stage healthcare company. Ms. Abrams received a Bachelor of Science degree and a Bachelor of Applied Science degree from the University of Pennsylvania Management and Technology Program.
Patricia Ferrari, 66, has served on our Board of Directors since November 2025. She is a consultant to corporate executives and boards of
directors, and has served on numerous boards for public and private companies. Previously, Ms. Ferrari was a senior executive at MBIA Inc., from March 2010 to April 2023, serving as its Head of Restructuring and Remediation beginning in 2014.
Prior to her position at MBIA, Ms. Ferrari served as a partner of King & Spalding, a U.S.-based international corporate law firm. Ms. Ferrari currently also serves on the Board of Directors for CityBridge and QualDerm Partners. Ms. Ferrari
earned her Bachelor of Arts degree from Southern Illinois University and her Juris Doctor degree from Vanderbilt University.
Alec E. Gores, 72, has served as a member of our board of directors since December 2020. Mr. Gores is the Founder, Chairman
and Chief Executive Officer of The Gores Group, a global investment firm focused on acquiring businesses that can benefit from the firms operating expertise. Mr. Gores implemented an operational approach to private equity investing when he
founded The Gores Group in 1987 by operating businesses alongside management, or in some cases in lieu of management, to build value in those entities. Since then, the firm has acquired more than 120 businesses including a current portfolio of
eight active companies worldwide. Mr. Gores began his career as a self-made entrepreneur and operating executive. In 1978, he self-funded and founded Executive Business Systems (EBS), a developer and distributor of vertical business software
systems. Within seven years, EBS had become a leading value-added reseller in Michigan and employed over 200 people. In 1986, CONTEL purchased EBS, and Mr. Gores subsequently began acquiring and operating non-core businesses from major
corporations and building value in those entities, a decision that ultimately led to the founding of what has evolved into The Gores Group today. Under his leadership, The Gores Group has continued to acquire businesses in need of operational
and financial resources, while creating value and working with management teams to establish an entrepreneurial environment as a foundation for sustainable growth. This philosophy has served the firm well. Mr. Gores served as the Chairman of
the Board of Directors of Gores Holdings I from its inception in June 2015 until completion of the Hostess acquisition in November 2016, as the Chairman of the Board of Directors of Gores Holdings II since its inception in August 2016 until
completion of the Verra acquisition in October 2018 and as the Chairman of the Board of Directors ofGores Holdings III since its inception in October 2017 until the completion of the PAE acquisition in
February 2020, as the Chairman of the Board of Directors of Gores Holdings IV from June 2019 until the completion of the UWM acquisition in January 2021, as the Chairman of the Board of Directors of Gores Holdings V from June 2020 until the
completion of the AMP acquisition in August 2021, as the Chairman of the Board of Directors of Gores Holdings VI from June 2020 until the completion of the Matterport acquisition in July 2021, and as Chairman of the Board of Directors of Gores
Guggenheim from December 2020 until the completion of the Polestar acquisition in July 2022. Mr. Gores served as the Chief Executive Officer and a Director of Gores Metropoulos II from July 2020 until the completion of the Sonder acquisition in
January 2022. Mr. Gores served as the Chairman of the board of directors of Gores Holdings VII from September 2020, Gores Holdings VIII from September 2020, Gores Technology from December 2020, and Gores Technology II from December 2020, until
their respective terminations in December 2022. Mr. Gores has served as the Chairman of the Board of Directors of Gores Holdings IX from January 2021 until its liquidation in December 2024 and Gores Holdings X since June 2023. Mr. Gores holds a
degree in Computer Science from Western Michigan University.
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Mary Lou Jepsen, Ph.D., 60,has served as a member of our board of directors since
February 2021. Dr. Jepsen has served as Executive Chairperson and Founder of Openwater, a San Francisco based medical diagnostics and therapeutic wearable device technology company, since August 2016. Dr. Jepsen previously served as the CEO,
from August 2016 to March 2025. Previously, Dr. Jepsen served as the Executive Director of Engineering at Meta, Inc. (formerly known as Facebook, Inc.) and Head of Display Technologies at Oculus from January 2015 to August 2016, and before
that, served a similar role at Google, Inc. and X (formerly Google X) from 2012 to 2015. She also co-founded and served as the Chief Technology Officer of One Laptop per Child, a nonprofit organization, of which she was the lead architect
designing $100 laptops that were shipped to millions of children in the developing world. Dr. Jepsen has served on the board of directors of Lear, a leading global tier-1 automotive components supplier, since March 2016. Dr. Jepsen previously
served as a member of Engineering Advisory Council at Brown University and School of Engineering and currently serves on the College of Computing, Data Science and Society Advisory Board at the University of California, Berkeley. Dr. Jepsen
holds a Ph.D. degree from Brown University in Optical Sciences, an M.S. from Massachusetts Institute of Technology in Visual Studies and a Sc.B. from Brown University in Electrical Engineering and Studio Art.
Shaun Maguire, Ph.D., 39, has served as a member of our board of directors since June 2021 and is currently a General Partner at Sequoia Capital.
Prior to joining Sequoia Capital in July 2019, Dr. Maguire served as Co-Founder and Chairman of Expanse (formerly known as Qadium) from May 2012 to December 2020, when Expanse was acquired by Palo Alto Networks. Dr. Maguire also served as
Partner of GV from 2016 to 2019, Co-Founder of Escape Dynamics, Inc. from 2010 to 2015, Consultant at the Defense Advanced Research Projects Agency from 2011 to 2012 and a member of the Algorithmic Trading Group at the DRW Trading Group in
2008. Dr. Maguire serves on the boards of Vise, AMP Robotics, Gather and Knowde. Dr. Maguire received his Ph.D. in Physics from the California Institute of Technology, M.S. in Control and Dynamical Systems from the California Institute of
Technology, M.S. in Statistics from Stanford University and B.A. in Mathematics from the University of Southern California. We believe that Dr. Maguire is qualified to serve as a director because of his significant investment, cybersecurity and
technology expertise, which enables him to bring to the board of directors unique perspectives as well as valuable insights and experience.
Katharine A. Martin, 63, has served as a member of our board of directors since February 2021. Ms. Martin is a partner at Wilson Sonsini Goodrich &
Rosati (WSGR). Prior to joining WSGR, Ms. Martin was a partner of Pillsbury Madison & Sutro LLP. Ms. Martin also serves on the board of directors of YMCA of Silicon Valley and Wilson Sonsini Foundation, each a nonprofit organization. She
previously served on the board of directors of Nuance Communications, a technology pioneer and market leader in conversational artificial intelligence and ambient clinical intelligence, from 1999 to 2018. Ms. Martin has over 35 years experience
practicing corporate and securities law, and has extensive experience representing public companies. Ms. Martin holds a J.D. from McGeorge School of Law and an undergraduate degree in Anthropology from the University of California, Berkeley.
Paul Ricci, 69, Please see Executive Officers below for more information regarding Mr. Ricci.
Austin Russell, 31, has served as member of our board of directors since December 2020. He also previously served
as the Companys President, Chief Executive Officer and Chairperson from December 2020 to May 2025. Prior to this, he served as President and Chief Executive Officer of Luminar Technologies, Inc., which he founded, prior to and after its business
combination with Gores Metropoulos, Inc. (Legacy Luminar) and as a member of its board of directors since inception. Mr. Russell has worked with visioning systems and imaging related technologies before working as an independent researcher at
the Beckman Laser Institute. He studied Applied Physics at Stanford University until he was awarded the Thiel Fellowship to pursue Legacy Luminar full-time.
Dominick Schiano, 71, has served as a member of our board of directors since November 2024. From 2007 to the present, Mr. Schiano has been the President and Co-Founding Partner of
Evergreen Capital Partners, LLC. Mr. Schiano founded Evergreen Capital Partners LLC to provide strategic, operational, and financial guidance to private equity firms and their portfolio companies and co-invest alongside them. Evergreen has
previously been engaged by The Gores Group where Mr. Schiano was a Senior Advisor in the industrial sector, TowerBrook Capital Partners where Mr. Schiano was a member of the Management Advisory Board and by DLJ Merchant Banking Partners, the
Private equity arm of Credit Suisse where he held the position of Vice Chairman Global Industrial Partners. Prior to forming Evergreen, Mr. Schiano served as a Managing Director and member of the Investment Committee of Questor Partners Funds.
Previously, Mr. Schiano served in various senior operating, finance and M&A roles in the automotive industry at Textron Inc., TRW Inc., Wickes Companies Inc., and its predecessor, Gulf+Western Industries Inc. Mr. Schiano has served on over 30
local government, private company, joint venture, public company and charitable boards. Mr. Schiano attended Long Island University, majoring in Finance, the University of Pennsylvania Wharton School Management Development Program and the
Northwestern University Kellogg School Mergers and Acquisitions Program. He is a Six-Sigma Champion.
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Matthew J. Simoncini, 65, has served as a member of our board of directors since December 2020 and previously served on Legacy Luminars board of
directors since June 2020. He was elected as Lead Independent Director in February 2025. Mr. Simoncini previously served on the boards of directors of Cooper-Standard Holdings Inc., a leading global supplier of systems and components for the
automotive industry, from August 2018 to May 2020, and Kensington Capital Acquisition Corp., a special purpose acquisition company focused on companies in the automotive sector, from June 2020 to December 2022. From September 2011 until his
retirement in February 2018, Mr. Simoncini served as President and Chief Executive Officer and as a member of the board of directors of Lear Corporation (NYSE: LEA) (Lear), a global automotive technology company, and he served as Chief
Financial Officer of Lear from September 2007 to September 2011. Mr. Simoncini joined Lear in May 1999 after Lear acquired UT Automotive, a supplier of electronic and interior products for the auto industry, where he served as Director of Global
Financial Planning & Analysis from April 1996 to May 1999. Mr. Simoncini holds a B.A. in business administration and an Honorary Doctorate of Law from Wayne State University.
Daniel D. Tempesta, 55, has served as a member of our board of directors since August 2022. Since September 2025, Mr. Tempesta has served as the Chief
Financial Officer of Norstella. Previously, Mr. Tempesta served as the Executive Vice President and Chief Financial Officer of Nuance Communications, Inc., a technology pioneer with market leadership in conversational AI and ambient intelligence,
from 2015 to December 2023, including through its acquisition by Microsoft Corporation in March 2022. Prior to this, he was SVP, Chief Accounting Officer and Corporate Controller at Nuance from 2008 to 2015, and at Nuance his responsibilities
included oversight of the finance and accounting operations, as well as tax, treasury, investor relations, order management, and procurement. Prior to Nuance, Mr. Tempesta served as the Corporate Controller and Chief Accounting Officer at
Teradyne, Inc. He began his career with PricewaterhouseCoopers LLC, where he held a number of roles in the assurance practice serving technology clients.
Executive Officers
The following are our executive officers as of March 2026. There is no family relationship between any of the executive officers and any of our directors or other executive officers.
Paul Ricci, 69, has served as our Chief Executive Officer since May 2025. Previously Mr. Ricci served as an advisor to Lightspeed Venture Partners, a
venture capital firm, since 2019 and as an advisor to Warburg Pincus LLC, a private equity firm, from 2018 to 2020. From 2020 to 2023, Mr. Ricci was Chief Executive Officer of Qualifacts, an electronic health records software company. Prior to
that, he served as Chairman of Nuance Communications, Inc. (Nuance), a voice recognition and conversational AI solutions company, from March 1999 to March 2018, and additionally as Chief Executive Officer of Nuance from August 2000 to March
2018. While at Nuance, Mr. Ricci transformed the company from a small imaging software publisher into a $2 billion leading provider of conversational speech and AI solutions. During his tenure, Nuance successfully developed a pioneering
healthcare technology business, became a leading global provider of customer self-service solutions, and built one of the worlds largest independent automotive software businesses. Ricci holds both B.A. and M.A. degrees in Economics from
Stanford University and serves on the board of the Center for Advanced Study in the Behavioral Sciences.
Thomas Beaudoin, 72, previously served as the Chief Financial Officer of Cerence Inc. from May 2022 to April 2024. Mr. Beaudoin served as Chief Transformation Officer at Qualifacts
Systems Inc. and Credible Inc. from April 2021 to April 2022, and as Executive Vice President Business Transformation of Nuance from 2017 until 2020. Prior to re-joining Nuance in 2017, Mr. Beaudoin held several executive leadership roles,
including as Chief Financial Officer of SimpliVity Corp. (now HPE SimpliVity) from 2015 to 2017; Executive Vice President and Chief Financial Officer of Nuance from 2008 to 2015. Mr. Beaudoin holds a B.S.B.A. degree and an M.B.A. from Babson
College.
Code of Conduct
We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our board of directors, officers and employees, including our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics is posted on the Investor Relations section of our website, which is located at https://investors.luminartech.com by
clicking on Governance Documents in the Governance section of our website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and
Ethics by posting such information on our website at the location specified above.
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Insider Trading Policy, Hedging and Pledging
Our Insider Trading Policy is reasonably designed to promote
compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us and applies to all of our officers, directors and employees. Directors, officers and other employees are prohibited from holding
Company securities in a margin account or otherwise pledging Company securities as collateral for a loan, provided that certain limited exceptions may be granted. The policy prohibits directors and all employees from purchasing any financial
instruments (such as prepaid variable forward contracts, equity swaps, collars or exchange funds) or otherwise engaging in any transactions that hedge the risk of Company stock ownership. In addition, we prohibit our executive officers,
directors and employees from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit and maintain a quarterly black-out window where applicable
individuals may not trade in our securities. In addition, with regard to the Companys trading in its own securities, it is the Companys policy to comply with the federal securities laws and the applicable exchange listing requirements.
Audit Committee and Audit Committee Financial Expert
We have a separately-designated audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Nasdaqs listing rules require that our audit committee be composed of
at least three independent Directors who currently are: Dominick Schiano, Matthew J. Simoncini, and Daniel D. Tempesta. All members of the audit committee are able to read and understand financial statements. Messrs. Schiano, Simoncini and
Tempesta are each an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K promulgated by the SEC. This designation does not impose any duties, obligations, or liabilities that are greater than are generally
imposed on members of the audit committee and the board of directors.
ITEM 11. EXECUTIVE COMPENSATION.
2025 Summary Compensation Table
The following table sets forth information concerning the compensation of our executive officers who served as named executive officers during the year ended December 31, 2025.
|
Name |
|
Year |
|
|
Salary($)(1) |
|
|
Bonus($)(2) |
|
|
Stock
Awards
($)(3) |
|
|
All Other
Compensation($)(4) |
|
|
Total ($) |
|
|
|
Paul Ricci
Chief Executive Officer |
|
2025 |
|
|
|
355,385 |
|
|
|
850,000 |
|
|
|
4,280,034 |
|
|
|
|
|
|
|
7,168,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas Beaudoin
Chief Financial Officer |
|
|
2025 |
|
|
|
49,231 |
|
|
|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
449,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Austin Russell
Former Chief Executive Officer(5) |
|
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
186,575 |
|
|
|
91,594 |
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
497,253 |
|
|
|
497,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Fennimore
Former Chief Financial Officer(6) |
|
|
2025 |
|
|
|
276,923 |
|
|
|
1,350,000 |
|
|
|
178,023 |
|
|
|
|
|
|
|
1,575,933 |
|
|
|
|
|
2024 |
|
|
|
300,000 |
|
|
|
3,125,100 |
|
|
|
1,499,996 |
|
|
|
|
|
|
|
4,925,096 |
|
|
|
|
(1) |
Amounts reflect salary earned during the applicable calendar year. |
|
|
|
(2) |
For Messrs. Ricci and Beaudoin, amounts reflect lump sum retention cash bonuses paid in 2025. For more information, please see Executive Retention Agreement with Messrs. Ricci and Beaudoin below. For Mr.
Fennimore, the amount in this column reflects quarterly bonus amounts equal to $300,000 and $1,050,000 paid in cash in lieu of the Fixed Value Equity Grant that Mr. Fennimore would otherwise be entitled to. |
|
|
|
(3) |
The amounts reported in this column reflect the aggregate grant date fair value for financial statement reporting purposes of restricted stock
units (RSUs) and performance-based restricted stock units (PRSUs) granted in the applicable fiscal year as determined in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these stock awards and do
not represent the actual economic value that may be realized by each named executive officer. The amounts reported for Mr. Russell in this column reflect RSUs granted in connection with Mr. Russells
service as a director. In connection with the Companys Chapter 11 cases filed on December 15, 2025, and pursuant to the terms of the Third Amended Plan, all of the Companys equity will be canceled, and these amounts may never be
realized. For information on the assumptions used in valuing these awards, refer to Note 15 to the consolidated financial statements included in this Annual Report on Form 10-K. |
|
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|
|
(4) |
The amounts for Mr. Russell in 2025 reflect Mr. Russells director fees. The amounts for Mr. Russell in 2024 represent the incremental cost to the Company of certain personal security measures considered
perquisites. For more information, please see Perquisites and Other Benefits below. |
|
|
|
(5) |
Mr. Russell resigned as President and Chief Executive Officer of the Company and as Chairperson of the Board, effective May 14, 2025.He did not receive any
compensation for his role as President, Chief Executive Officer and Chairperson. This table does not include any director fees from 2025. Please see Director Compensation below. |
|
|
|
(6) |
Mr. Fennimore resigned as Chief Financial Officer of the Company, effective November 13, 2025. |
|
Narrative Disclosure to Summary Compensation Table
Each of our current named executive officers are employed at-will and may be terminated at any time, with or without formal cause. The terms and conditions of Mr. Riccis and Mr. Beaudoins
employments are set forth in their individual executive compensation agreements.
Executive Employment Agreement with Mr. Ricci
On May 26, 2025, the Company entered into an executive employment agreement (the Ricci Agreement) with Mr. Ricci which provides for a base salary of $600,000 and certain cash and equity awards
as described in that certain Form 8-K/A filed with the Securities and Exchange Commission (SEC) on May 27, 2025. Pursuant to the Ricci Agreement, Mr. Ricci received an equity award of RSUs covering 1,640,758 shares of LAZR Class A Common Stock
divided 50/50 between time-based RSUs and PRSUs. Mr. Ricci also received a signing equity award of RSUs covering 468,788 shares of LAZR Class A Common Stock, which was fully vested upon grant, but subject to clawback if within 12 months following
his start date the Company terminates Mr. Riccis employment for Cause or Mr. Ricci resigns without Good Reason (each as defined in the Ricci Agreement), with such clawback prorated based on the remaining days in the 12 month period occurring
after the termination date. The Ricci Agreement also includes certain Change in Control benefits as described in that certain Form 8-K/A filed with the SEC on May 27, 2025. As described below under Executive Retention Agreement with Messrs.
Ricci and Beaudoin, Mr. Ricci has waived his rights with respect to any potential cash and/or equity awards in connection with the 2024 and 2025 annual bonuses and any potential transaction or change in control bonuses.
Executive Employment Agreement with Mr. Beaudoin
On November 5, 2025, the Company entered into an executive employment agreement (the Beaudoin Agreement) with Mr. Beaudoin which provides for a base salary of $400,000 and certain other
benefits as described in that certain Form 8-K filed with the SEC on November 13, 2025. In the event that either the Company terminates Mr. Beaudoins employment other than for Cause (defined in the Beaudoin Agreement) and not due to death or
disability, or Mr. Beaudoin resigns for Good Reason (as defined in the Agreement), subject to his execution of a release, Mr. Beaudoin is entitled to twelve months of severance at a rate equal to one times base salary, as then in effect, and
reimbursement of twelve months of COBRA premiums. As described below under Executive Retention Agreement with Messrs. Ricci and Beaudoin, Mr. Beaudoin has waived his rights with respect to any potential cash and/or equity awards in connection
with the 2024 and 2025 annual bonuses and any potential transaction or change in control bonuses.
Executive Retention Agreement with Messrs. Ricci and Beaudoin
On December 3, 2025, prior to its Chapter 11 filing, the Company entered into executive retention agreements (each, an Executive Retention Agreement) with Mr. Ricci and Mr. Beaudoin. In
accordance with each Executive Retention Agreement, Messrs. Ricci and Beaudoin were paid a lump sum retention cash bonus of $850,000 and $400,000, respectively, subject to clawback of the gross amount of the retention bonus if he terminates
employment without Good Reason (as defined in each Executive Retention Agreement) or is terminated by the Company for Cause (as defined in each Executive Retention Agreement) prior to the award becoming fully vested. The retention awards will
become fully vested and not subject to clawback upon the earliest of December 2, 2026, the date of consummation of a sale of all or substantially all of the assets or a recapitalization or restructuring of all or substantially all of the equity
and/or debt of the Company and its subsidiaries, including under Chapter 11 of Title 11 of the United States Code, and the date of a Qualified Termination (as defined in each Executive Retention Agreement), provided that, in the case of a
Qualified Termination, the applicable executive executes, delivers and does not revoke a release of claims. Additionally, pursuant to the terms of each Executive Retention Agreement, each executive agreed that he has no further right or
entitlement or claims with respect to any potential cash and/or equity awards in connection with the 2024 and 2025 annual bonuses and any potential transaction or change in control bonuses.
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General Health, Welfare, and Other Benefit Plans
We provide benefits to our named executive officers on the same basis as provided to all of our employees, including health, dental and vision insurance; life insurance; accidental death and
dismemberment insurance; critical illness; short- and long-term disability insurance; a health reimbursement account; a health savings account; a flexible spending account; and a tax-qualified Section 401(k) plan for which an employer match is
provided.
Perquisites and Other Benefits
We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not
provide perquisites or other personal benefits to our executive officers, including our named executive officers, except as generally made available to all our employees, or in situations where we believe it is appropriate to assist an
individual in the performance of his duties, to make our executive officers more efficient and effective and for recruitment and retention purposes or where we believe it is vital to the interests of the Company.We previously provided our former CEO, Austin Russell certain personal protection services which are reflected above.
Equity Award Timing Policies and Practices
We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates
or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with
respect to the timing of our equity award grants, the compensation committee has historically granted such awards on a predetermined annual schedule. In fiscal 2025, we did not grant new awards of stock options, stock appreciation rights, or
similar option-like instruments to our named executive officers.
Outstanding Equity Awards at December 31, 2025 Fiscal Year-End
The following table sets forth information regarding each Luminar stock option and unvested Luminar RSUs held by each of our named executive officers as of December 31, 2025. Under the Companys
Chapter 11 cases filed on December 15, 2025, and pursuant to the terms of the Third Amended Plan, all of the Companys equity will be canceled for no value.
|
|
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
|
|
|
|
|
|
|
|
Name |
|
Grant Date |
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable |
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable |
|
|
Option
Exercise
Price ($) |
|
|
Option
Expiration
Date |
|
|
Number of
Shares Awarded
That Have Not
Vested (#) |
|
|
Market Value
of Shares
Awarded
That Have
Not Vested
($)(1) |
|
|
Equity Incentive
Plan Awards:
Number of
Shares, Units of
Stock, or Other
Rights That Have
Not Vested (#)(2) |
|
|
Equity Incentive
Plan Awards:
Market Value or
Payout Value of
unearned
Shares, Units or
Other Rights
That Have Not
Vested ($) |
|
|
|
Paul Ricci |
|
7/28/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
273,459 |
|
|
|
21,877 |
|
|
|
|
|
7/28/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
273,460 |
|
|
|
21,877 |
|
|
|
|
|
7/28/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
273,460 |
|
|
|
21,877 |
|
|
|
|
|
7/28/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
683,650 |
|
|
|
54,692 |
|
|
|
|
|
|
|
|
|
|
|
Thomas
Beaudoin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Austin
Russell(3) |
|
5/2/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,576 |
|
|
|
4,926 |
|
|
|
|
|
|
|
|
|
|
|
Thomas J.
Fennimore
|
|
5/14/2020 |
|
|
|
122,678 |
|
|
|
|
|
|
|
25.05 |
|
|
5/13/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Market values are based on the closing price of our common stock on the OTC market on December 31, 2025 ($0.08). |
|
|
(2) |
Represents PRSU awards which are eligible to vest, if at all, only upon the achievement of certain milestones. |
|
|
(3) |
Mr. Russells stock awards for 2025 reflect Mr. Russells RSU grant in connection with his service as a director. |
|
98
[Table of Contents](#TABLEOFCONTENTS)
Director Compensation
We maintain a non-employee director compensation program which is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors
and to align our directors interests with those of our stockholders.
Our non-employee director compensation policy (the Director Compensation Policy), provides that each non-employee director will receive the following compensation for service on our board.
Cash Compensation. Each of our non-employee directors, excluding Mmes. Elizabeth Abrams and Patricia Ferrari, receives $12,500 per quarter to serve as a member of our board.
Our non-employee directors do not receive per meeting fees. In addition, each chair of our audit committee, compensation & human capital management committee, and nominating & ESG committee, receives $6,250, $5,000, and $2,500 per
quarter, respectively, for serving as chair of these committees. The members of our audit committee, compensation & human capital management committee, and nominating & ESG committee who are not the chair of the respective committee,
receive $3,125, $2,500, and $1,250 per quarter, respectively, to serve on these committees. Each non-employee director may elect to convert up to 100% of their cash compensation into RSUs (such election, a Cash to RSU Election) as set forth in
the Director Compensation Policy.
Mmes. Abrams and Ferrari receive a monthly fee of $50,000 for each month of service and are guaranteed to receive at least 6 months of compensation. Additionally, Mmes. Abrams and Ferrari will receive a payment of
$7,500 for each day that they are required to spend more than 4 hours addressing any legal or dispute matters that arise following their service as a director, including but not limited to, participation in depositions, preparation for hearings
and participation in mediation or settlement meetings.
Non-employee directors are reimbursed for all reasonable travel and related expenses incurred in connection with attending board and committee meetings.
Equity Compensation. Additionally, non-employee directors, excluding Mmes. Abrams and Ferrari, each receive equity compensation. On the date of each annual meeting of our
stockholders, each new and continuing non-employee director is granted RSUs under our Amended and Restated 2020 Equity Incentive Plan (the 2020 Equity Incentive Plan), covering shares having a value of $200,000. Each annual RSU award vests in
full on the first to occur of (i) the one-year anniversary of the grant date or (ii) the date of the next annual meeting, subject to the applicable directors continued service as a member of the board through such vesting date.
In addition, each person who is elected or appointed for the first time to be a director, excluding Mmes. Abrams and Ferrari, will in each case automatically, upon the first practicable date following their initial
election or appointment to be a director, be granted RSUs under the 2020 Equity Incentive Plan covering shares having a value of $400,000. Each initial RSU award shall vest in equal annual installments over the three-year period following the
grant date, subject to the applicable directors continued service as a member of the board through each such vesting date.
Each non-employee director, excluding Mmes. Abrams and Ferrari, may elect pursuant to the terms and conditions and within the timeframe prescribed by the Company from time to time to defer all or a portion of the
RSUs issuable to them pursuant to the Director Compensation Policy (including pursuant to Cash to RSU Elections) into deferred RSUs that will be distributed (or, in the case of installments, to commence being distributed) as set forth in the
Director Compensation Policy from time to time.
The following table sets forth information concerning the compensation of our non-employee directors during the year ended December 31, 2025.
99
[Table of Contents](#TABLEOFCONTENTS)
|
Name |
|
Fees Earned or
Paid in Cash
($) |
|
|
Stock Awards
($) (2)(3) |
|
|
Total
($) |
|
|
|
Alec Gores |
|
|
97,292 |
|
|
|
186,575 |
|
|
|
283,867 |
|
|
|
Matthew J. Simoncini |
|
|
159,980 |
|
|
|
186,575 |
|
|
|
346,555 |
|
|
|
Elizabeth Abrams (1) |
|
|
118,333 |
|
|
|
- |
|
|
|
118,333 |
|
|
|
Patricia Ferrari (1) |
|
|
81,668 |
|
|
|
- |
|
|
|
81,668 |
|
|
|
Mary Lou Jepsen, PhD |
|
|
115,625 |
|
|
|
186,575 |
|
|
|
302,200 |
|
|
|
Katharine A. Martin |
|
|
120,208 |
|
|
|
186,575 |
|
|
|
306,783 |
|
|
|
Shaun Maguire, PhD |
|
|
92,557 |
|
|
|
186,575 |
|
|
|
279,132 |
|
|
|
Dominick Schiano |
|
|
131,723 |
|
|
|
186,575 |
|
|
|
318,298 |
|
|
|
Daniel D. Tempesta |
|
|
126,619 |
|
|
|
186,575 |
|
|
|
313,194 |
|
|
(1) Appointed as a director on November 12, 2025.
(2) The amounts reported in this column reflect the aggregate grant date fair value for financial statement reporting purposes of RSUs granted during the fiscal year ended December 31, 2025, as
determined in accordance with the Financial Accounting Standards Boards Accounting Standards Codification Topic 718 (FASB ASC Topic 718). These amounts reflect our accounting expense for these RSUs and do not represent the actual economic
value that may be realized by each non-employee director. There can be no assurance that these amounts will ever be realized. Under the Companys Chapter 11 cases filed on December 15, 2025, and pursuant to the terms of the Third Amended Plan,
all of the Companys equity will be canceled for no value. For information on the assumptions used in valuing these awards, refer to Note 15 to the consolidated financial statements included in this Annual Report on Form 10-K.
(3) Our non-employee directors who served in 2025 held the following number of unexercised stock options and outstanding unvested RSUs as of December 31, 2025:
|
Name |
|
Stock Options |
|
|
RR RSUs |
|
|
|
Alec Gores |
|
|
- |
|
|
|
61,576 |
|
|
|
Matthew J. Simoncini |
|
|
22,718 |
|
|
|
61,576 |
|
|
|
Elizabeth Abrams |
|
|
- |
|
|
|
0 |
|
|
|
Patricia Ferrari |
|
|
- |
|
|
|
0 |
|
|
|
Mary Lou Jepsen, PhD |
|
|
- |
|
|
|
61,576 |
|
|
|
Katharine A. Martin |
|
|
- |
|
|
|
61,576 |
|
|
|
Shaun Maguire, PhD |
|
|
- |
|
|
|
61,576 |
|
|
|
Dominick Schiano |
|
|
- |
|
|
|
82,186 |
|
|
|
Daniel D. Tempesta |
|
|
- |
|
|
|
61,576 |
|
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table presents information as to the beneficial ownership of our common stock as of March 10, 2026 by:
|
|
|
each stockholder known by us to be the beneficial owner of more than 5% of our Class A common stock or Class B common stock; |
|
|
|
|
each of our directors and director nominees in this Amendment; |
|
|
|
|
each of our named executive officers; and |
|
|
|
|
all of our directors and executive officers as a group. |
|
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial
ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of
common stock beneficially owned by a person and the percentage ownership, we deemed outstanding shares of our common stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of March
10, 2026. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
100
[Table of Contents](#TABLEOFCONTENTS)
The beneficial ownership percentages set forth in the table below are based on 78,530,717 shares of common stock outstanding,
comprised of 78,658,139 shares of Class A common stock and 4,872,578 shares of Class B common stock outstanding as of March 10, 2026.
Unless otherwise indicated and subject to applicable community property laws, we believe that all persons named in the table have sole voting and investment power with respect to all shares of
common stock beneficially owned by them.
Unless otherwise indicated below, the address of each beneficial owner listed in the table below is c/o Luminar Technologies, Inc., 151 Gibraltar Court, Sunnyvale, California 94089.
|
|
|
Class A |
|
|
Class B |
|
|
|
|
|
Name and Address of Beneficial Owners |
|
Number of Shares |
|
|
% |
|
|
Number of Shares |
|
|
% |
|
|
% of Total Voting Power** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Directors, Nominees and Named Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Ricci |
|
|
605,517 |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
|
|
Thomas Beaudoin |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elizabeth Abrams |
|
|
- |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
|
|
Alec Gores |
|
|
347,732 |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
|
|
Patricia Ferrari |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mary Lou Jepsen, PhD |
|
|
14,932 |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
|
|
Shaun Maguire, PhD |
|
|
14,213 |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
|
|
Katharine A. Martin |
|
|
15,055 |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
|
|
Austin Russell |
|
|
- |
|
|
|
* |
|
|
|
4,872,578 |
|
|
|
100 |
% |
|
|
39.8 |
% |
|
|
Dominick Schiano |
|
|
10,571 |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
|
|
Matthew J. Simoncini |
|
|
39,239 |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
|
|
Daniel D. Tempesta |
|
|
18,860 |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
|
|
Thomas J. Fennimore(1) |
|
|
255,015 |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
|
|
All Directors and Executive Officers as a Group (12 Individuals) |
|
|
1,066,119 |
|
|
|
1.4 |
% |
|
|
4,872,578 |
|
|
|
100 |
% |
|
|
40.7 |
% |
|
*Less than one percent.
** Percentage of total voting power represents voting power with respect to all shares of Class A common stock and Class B common stock, as a single class. Each share of Class B common stock is
entitled to ten votes per share and each share of Class A common stock is entitled to one vote per share.
(1) Mr. Fennimore
resigned as Chief Financial Officer of the Company, effective November 13, 2025.
101
[Table of Contents](#TABLEOFCONTENTS)
Equity Compensation Plan Information
We currently maintain the following equity compensation plans that provide for the issuance of shares of our Class A common stock to our officers and other employees, directors and consultants,
each of which has been approved by our stockholders: our Management Longer Term Equity Incentive Plan, our 2020 Equity Incentive Plan and our Employee Stock Purchase Plan (ESPP).
The following table presents information as of December 31, 2025 with respect to compensation plans under which shares of our common stock may be issued. The table does not include information
with respect to shares subject to outstanding awards granted under the Legacy Luminar Stock Plan, which was assumed by us in connection with the Business Combination.
|
Plan category |
|
Number of
securities to
be issued
upon
exercise of
outstanding
options,
warrants
and vesting of
RSAs and RSUs |
|
|
Weighted-average
exercise price of
outstanding
options and warrants |
|
|
Number of securities
remaining
available for
future issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a)) |
|
|
|
|
|
(a) |
|
|
(b) |
|
|
(c) |
|
|
|
Equity compensation plans approved by security holders |
|
|
2,753,087 |
|
|
$ |
22 |
(1) |
|
|
3,758,999 |
|
|
|
Equity compensation plans not approved by security holders |
|
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,753,087 |
|
|
|
|
|
|
|
3,758,999 |
|
|
(1) Outstanding awards of RSUs have no exercise price.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Independence of Directors
Our board of directors has determined that none of the members of our board of directors other than Mr. Ricci, our Chief Executive Officer, and Mr. Russell, who served as our Chief Executive
Officer until May 14, 2025, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of Elizabeth Abrams, Patricia Ferrari, Shaun Maguire, PhD, Katharine A.
Martin, Mary Lou Jepsen, PhD, Alec E. Gores, Dominick Schiano, Matthew J. Simoncini, and Daniel D. Tempesta is independent as that term is defined under the rules of the Nasdaq Stock Market (Nasdaq). Our board of directors has also determined
that all members of our audit committee, compensation & human capital management committee and nominating & ESG committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees.
102
[Table of Contents](#TABLEOFCONTENTS)
In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3,
a member of an audit committee of a listed company may not, other than in such members capacity as a member of the audit committee, the board of directors or any other board committee (i) accept, directly or indirectly, any consulting, advisory
or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries. Based on information requested from and provided by each director concerning his or her
background, employment and affiliations, our Board has determined that each member of our audit committee satisfies the independence requirements of the SEC rules.
In order to be considered independent for purposes of Rule 5605(d)(2)(A) of the Nasdaq Rules, a member of a compensation committee of a listed company may not, other than in his or her capacity
as a member of the compensation committee, the board or any other board committee: (1) accept any consulting, advisory, or other compensatory fee from the listed company, other than for board service; or (2) be an affiliated person of the listed
company. Based on information requested from and provided by each director concerning his or her background, employment and affiliations, our Board has determined that each member of our compensation & human capital management committee
satisfies the independence requirements of the Nasdaq Rules.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In addition to the executive officer and director compensation arrangements discussed above, the following is a description of each transaction since January 1, 2024 and each currently proposed
transaction in which:
|
|
|
we, have been or are to be a participant; |
|
|
|
|
the amounts involved exceeded or exceeds $120,000; and |
|
|
|
|
any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or
entities, had or will have a direct or indirect material interest. |
|
From time to time, we may have employees who are related to our executive officers or directors. Michael Russell, the father of
Austin Russell, our current director and the former President and Chief Executive Officer of the Company, has served as Chief (Facilities) and Head of Corporate Real Estate and Facilities of the Company from January 1, 2024 to present]. Prior
to this role, Michael Russell served as an advisor at the Company from 2020 to December 2023. In 2024, Michael Russell received an annual salary of $225,000 with an equity award of $1,500,000 in Companys common stock, vesting over four years
at the rate of 25% of the total number of equity award shares. In 2025, Michael Russell received an annual salary of $225,000.
From August 7, 2023 to January 3, 2025, Brian Katz, the brother of Alan Prescott, former Chief Legal Officer and Secretary of the
Company, served as Head of Data and Partnerships (Insurance). In each of 2023 and 2024, Mr. Katz received an annualized salary of $225,000, with a fixed value equity award of $25,000 in Companys common stock per year for four years, and in
2023 he was granted a standard equity award of $750,000 of Companys common stock, vesting over four years at the rate of 25% of the total number of equity award shares. The foregoing compensation was established in accordance with Luminars
employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions.
Related Party Transactions Policy
Our Board of Directors has adopted a written related party transactions policy. The policy provides that officers, directors, holders of more than 5% of any class of the Companys voting
securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with the Company without the prior consent of the audit committee,
or other independent members of the Board in the event it is inappropriate for the audit committee to review such transaction due to a conflict of interest. Any request for the Company to enter into a transaction with an executive officer,
director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000, must first be presented to the audit committee for review, consideration, and approval. In approving or
rejecting the proposed transactions, the audit committee will take into account all of the relevant facts and circumstances available.
103
[Table of Contents](#TABLEOFCONTENTS)
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Independent Registered Public Accounting Firm Fees and Services
The following tables present the aggregate fees billed by KPMG LLP ("KPMG") for the year ended December 31, 2025 and Deloitte & Touche LLP (Deloitte) for the year ended December 31, 2024
(in thousands):
|
|
|
Year Ended December 31, 2025 |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Audit Fees(1) |
|
$ |
1,144 |
|
|
$ |
2,122 |
|
|
|
Audit-Related Fees(2) |
|
|
- |
|
|
|
454 |
|
|
|
Tax Fees |
|
|
- |
|
|
|
9 |
|
|
|
All Other Fees(3) |
|
|
- |
|
|
|
2 |
|
|
|
Total |
|
$ |
1,144 |
|
|
$ |
2,587 |
|
|
(1) Represents fees for services performed to comply with the standards established by the Public Company Accounting Oversight Board, including the audit of our consolidated financial statements.
This category also includes fees for audits provided in connection with statutory filings or services that generally only the independent auditor reasonably can provide, such as consent and assistance with the review of our SEC filings.
(2) Represents fees and expenses related to work performed in connection with registration statements, including the issuance of a comfort letter.
(3) All Other Fees consist of accounting research tool subscription fees.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committees policy is to preapprove all audit and permissible nonaudit services provided by our independent registered public accounting firm, the scope of services provided by our
independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, auditrelated services, tax services and other services. Preapproval is detailed as to the particular service
or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by our
independent registered public accounting firm in accordance with this preapproval, and the fees for the services performed to date.
All of the services listed in the table above provided by Deloitte and KPMG were pre-approved by our audit committee.
104
[Table of Contents](#TABLEOFCONTENTS)
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as part of this report:
|
|
1. |
Financial Statements. The financial statements included in Index to the Consolidated Financial Statements in Part II, Item 8 are filed as part of this Form 10-K. |
|
|
|
2. |
Financial Statement Schedules. None. |
|
|
|
3. |
Exhibits. Exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K. |
|
EXHIBIT INDEX
|
|
|
|
Incorporation by Reference |
|
|
|
|
Exhibit
Number |
Description |
|
Form |
|
|
File Number |
|
|
Exhibit/Ap
pendix
Reference |
|
|
Filing
Date |
|
|
Filed
Herewith |
|
|
|
|
|
|
|
|
|
|
|
2.1+ |
Stock Purchase Agreement, dated December 15, 2025, by and among Luminar Technologies, Inc., LSI Semiconductor, Inc. and Quantum
Computing Inc. |
8-K/A |
001-38791 |
10.1 |
12/15/25 |
|
|
|
|
|
|
|
|
|
|
|
|
2.2+ |
Purchase Agreement by and between Luminar Technologies, Inc. and MicroVision, Inc., dated January 26, 2026. |
8-K |
001-38791 |
10.1 |
01/28/26 |
|
|
|
|
|
|
|
|
|
|
|
|
3.1 |
Second Amended and Restated Certificate of Incorporation of the Company. |
8-K/A |
001-38791 |
3.1 |
12/8/20 |
|
|
|
|
|
|
|
|
|
|
|
|
3.2 |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company. |
10-K |
001-38791 |
3.2 |
02/28/24 |
|
|
|
|
|
|
|
|
|
|
|
|
3.3 |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company. |
8-K |
001-38791 |
3.1 |
11/22/24 |
|
|
|
|
|
|
|
|
|
|
|
|
3.4 |
Amended and Restated By-Laws of the Company (as amended on August 28, 2024). |
8-K |
001-38791 |
3.1 |
08/30/24 |
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3.5 |
Certificate of Designations of Series A Preferred Stock of Luminar Technologies, Inc., filed with the Secretary of State of the
State of Delaware and effective May 22, 2025. |
8-K |
001-38791 |
3.1 |
05/22/25 |
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4.1 |
Specimen Class A Common Stock Certificate. |
8-K/A |
001-38791 |
4.1 |
12/8/20 |
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4.2 |
Warrant Agreement, dated January 31, 2019, between Continental Stock Transfer & Trust Company and Gores Metropoulos, Inc. |
8-K/A |
001-38791 |
4.2 |
12/8/20 |
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4.3 |
Specimen Warrant Certificate. |
8-K/A |
001-38791 |
4.3 |
12/8/20 |
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4.4 |
Description of Securities. |
10-K |
001-38791 |
4.4 |
03/28/25 |
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105
[Table of Contents](#TABLEOFCONTENTS)
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4.5 |
Indenture, dated as of December 17, 2021, by and between the Company and U.S. Bank National Association, as trustee (1.25% Convertible
Senior Notes due 2026). |
8-K |
001-38791 |
4.1 |
12/17/21 |
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4.6 |
Amended Warrant Agreement, dated January 11, 2022, by and among the Company, Continental Stock Transfer & Trust Company,
and American Stock Transfer & Trust Company. |
10-K |
001-38791 |
4.7 |
03/1/22 |
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4.7 |
First Lien Indenture, dated August 8, 2024, by and between the Company and GLAS Trust Company LLC, as trustee (Floating Rate
Senior Secured Notes due 2028). |
10-Q |
001-38791 |
4.1 |
08/8/24 |
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4.8 |
Second Lien Indenture, dated August 8, 2024, by and between the Company and GLAS Trust Company LLC, as trustee (9.0% Convertible
Second Lien Senior Secured Notes due 2030 and 11.5% Convertible Second Lien Senior Secured Notes due 2030). |
10-Q |
001-38791 |
4.2 |
08/8/24 |
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10.1 |
Amended and Restated Registration Rights Agreement, dated as of December 2, 2020, by and among the Company, Gores Metropoulos Sponsor LLC and
certain other parties. |
8-K/A |
001-38791 |
10.1 |
12/8/20 |
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10.2 |
Form of Indemnification Agreement. |
8-K/A |
001-38791 |
10.5 |
12/8/20 |
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10.3 |
Financing Agreement, dated as of February 28, 2023, between the Company and Virtu Americas LLC. |
10-K |
001-38791 |
10.4 |
02/28/23 |
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10.4 |
Luminar Technologies, Inc. Management Longer Term Equity Incentive Plan. |
8-K/A |
001-38791 |
10.6 |
12/8/20 |
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10.5 |
Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan. |
DEF14A |
001-38791 |
B |
04/25/24 |
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10.6 |
Luminar Technologies, Inc. 2020 Employee Stock Purchase Plan. |
8-K/A |
001-38791 |
10.8 |
12/8/20 |
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10.7 |
Luminar Technologies, Inc. Amended and Restated 2015 Stock Plan. |
8-K/A |
001-38791 |
10.9 |
12/8/20 |
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10.8 |
Voting Agreement, dated August 24, 2020, by and between Luminar Technologies, Inc. (f/k/a Gores Metropoulos, Inc.) and Austin Russell. |
S-4/A |
333-24878 |
Annex G |
10/23/20 |
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10.9 |
Luminar Technologies, Inc. Amended and Restated Director Compensation Policy. |
10-Q |
001-38791 |
10.1 |
11/9/23 |
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10.10 |
Luminar Technologies, Inc. Executive Incentive Bonus Plan. |
8-K |
001-38791 |
10.1 |
06/9/23 |
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10.11 |
Non-Recourse Loan and Securities Pledge Agreement, dated as of February 23, 2024, by and between The St. James Bank & Trust
Company Ltd. and the Company. |
10-K |
001-38791 |
10.20 |
02/28/24 |
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106
[Table of Contents](#TABLEOFCONTENTS)
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10.12 |
Non-Recourse Loan and Securities Pledge Agreement, dated as of February 23, 2024, by and between The St. James Bank & Trust
Company Ltd. and the Company. |
10-K |
001-38791 |
10.21 |
02/28/24 |
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10.13 |
Financing Agreement, dated May 3, 2024, by and between the Company and Virtu Americas LLC. |
S-3ASR |
33-279118 |
1.3 |
05/3/24 |
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10.14 |
Form of Exchange Agreement, dated August 6, 2024, by and between the Company and the Holders. |
10-Q |
001-38791 |
10.3 |
08/8/24 |
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10.15 |
Form of Purchase Agreement, dated August 6, 2024, by and between the Company and the Purchasers. |
10-Q |
001-38791 |
10.4 |
08/8/24 |
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10.16 |
Offer Letter by and between Luminar Technologies, Inc. and Thomas J. Fennimore dated April 3, 2020. |
S-1/A |
333-251657 |
10.13 |
01/13/21 |
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10.17 |
Executive Compensation Letter Agreement, dated November 7, 2023, between Thomas Fennimore and the Company |
10-K |
001-38791 |
10.18 |
02/28/24 |
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10.18 |
Amendment to Executive Compensation Letter Agreement, dated March 27, 2025, between Tom Fennimore and the Company. |
10-K |
001-38791 |
10.24 |
03/28/25 |
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10.19 |
Financing Agreement, dated as of February 28, 2023, between the Company and Virtu Americas LLC. |
10-K |
001-38791 |
10.4 |
02/28/23 |
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10.20 |
Amendment to Executive Compensation Letter Agreement, dated March 27, 2025, between Tom Fennimore and the Company. |
10-K |
001-38791 |
10.24 |
03/28/25 |
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10.21 |
Form of Securities Exchange Agreement |
10-Q |
001-38791 |
10.4 |
08/13/25 |
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10.22*^ |
Securities Purchase Agreement, dated May 19, 2025, by and among Luminar Technologies, Inc. and the investors signatory thereto. |
8-K |
001-38791 |
10.1 |
05/21/25 |
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10.23 |
Employment Agreement, dated May 26, 2025, by and between Luminar Technologies, Inc. and Paul Ricci. |
8-K/A |
001-38791 |
10.1 |
05/27/25 |
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10.24 |
Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan (incorporated by reference
to Appendix A to the proxy statement of Luminar Technologies, Inc. on Schedule 14A filed with the Securities and Exchange Commission on June 6, 2025). |
8-K |
001-38791 |
10.1 |
07/08/25 |
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10.25 |
Employment Agreement, by and among Luminar Technologies, Inc. and Thomas Beaudoin. |
8-K |
001-38791 |
10.3 |
11/13/25 |
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10.26 |
Form of Executive Retention Agreement |
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X |
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107
[Table of Contents](#TABLEOFCONTENTS)
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10.27 |
First Lean Transaction Support and Forbearance Agreements, dated as of December 15, 2025, by and among Luminar Technologies, Inc., the
Subsidiary Guarantors party hereto, and each holder or beneficial owner of Floating Rate First Lien Senior Secured Notes due 2028 party thereto. |
8-K/A |
001-38791 |
10.2 |
12/15/25 |
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10.28 |
Second Lean Transaction Support and Forbearance Agreements, dated as of December 15, 2025, by and among Luminar Technologies, Inc., the
Subsidiary Guarantors party hereto, and each holder or beneficial owner of 9.0% Convertible Second Lien Senior Secured Notes due 2030 and 11.5% Convertible Second Lien Senior Secured Notes due 2030 party thereto. |
8-K/A |
001-38791 |
10.3 |
12/15/25 |
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16.1 |
Letter from Deloitte & Touche LLP, dated March 31, 2025 |
8-K |
001-38791 |
16.1 |
04/01/25 |
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19.1 |
Luminar Technologies, Inc. Insider Trading Policy |
10-K |
001-38791 |
19.1 |
03/28/25 |
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21.1 |
List of Subsidiaries. |
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X |
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24.1 |
Power of Attorney (included on signature page). |
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X |
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31.1 |
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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X |
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31.2 |
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities
Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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X |
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32.1 |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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X
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97.1 |
Luminar Technologies, Inc. Compensation Recovery Policy. |
10-K |
001-38791 |
97.1 |
02/28/24 |
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99.1 |
Third Amended Chapter 11 Plan of Liquidation of Luminar Technologies, Inc. and its Affiliated Debtors, dated February 18, 2026.
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8-K |
001-38792 |
99.1 |
02/25/26 |
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99.2 |
Disclosure Statement for Third Amended Chapter 11 Plan of Liquidation of Luminary Technologies, Inc. and its Affiliated Debtors, dated
February 18, 2026.
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8-K |
001-38792 |
99.2 |
02/25/26 |
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101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document . |
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X |
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101.SCH |
XBRL Taxonomy Extension Schema Document. |
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X |
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101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document. |
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X |
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108
[Table of Contents](#TABLEOFCONTENTS)
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101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document. |
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X |
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101.LAB |
XBRL Taxonomy Extension Label Linkbase Document. |
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X |
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101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document. |
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X |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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X |
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+ Schedules have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC;
provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any schedules so furnished.
* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon
its request.
Indicates a management contract or compensatory plan, contract or arrangement.
^ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its
request.
109
[Table of Contents](#TABLEOFCONTENTS)
ITEM 16. FORM 10-K SUMMARY.
None provided.
110
[Table of Contents](#TABLEOFCONTENTS)
SIGNATURES.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Luminar Technologies, Inc. |
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Date: March 26, 2026 |
By: |
/s/ Thomas Beaudoin |
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Thomas Beaudoin |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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POWER OF ATTORNEY.
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Paul Ricci and Thomas Beaudoin, and each of them, severally, as his or her true and lawful
attorneys-in-fact and agents with the power to act, with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in his or her capacity as a director or officer or both, as
the case may be, of the Company, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
111
[Table of Contents](#TABLEOFCONTENTS)
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Signature |
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Title |
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Date |
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/s/ Paul Ricci |
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Chief Executive Officer |
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March 26, 2026 |
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Paul Ricci |
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(Principal Executive Officer) |
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/s/ Thomas Beaudoin |
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Chief Financial Officer |
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March 26, 2026 |
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Thomas Beaudoin |
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(Principal Financial and Accounting Officer) |
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Director |
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March 26, 2026 |
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Austin Russell |
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/s/ Elizabeth Abrams |
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Director |
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March 26, 2026 |
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Elizabeth Abrams |
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/s/ Patricia Ferrari |
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Director |
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March 26, 2026 |
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Patricia Ferrari |
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/s/ Alec E. Gores |
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Director |
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March 26, 2026 |
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Alec E. Gores |
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/s/ Mary Lou Jepsen, PhD |
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Director |
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March 26, 2026 |
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Mary Lou Jepsen, PhD |
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/s/ Shaun Maguire, PhD |
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Director |
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March 26, 2026 |
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Shaun Maguire, PhD |
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/s/ Katharine A. Martin |
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Director |
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March 26, 2026 |
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Katharine A. Martin |
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/s/ Dominick Schiano |
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Director |
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March 26, 2026 |
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Dominick Schiano |
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/s/ Matthew J. Simoncini |
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Director |
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March 26, 2026 |
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Matthew J. Simoncini |
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/s/ Daniel D. Tempesta |
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Director |
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March 26, 2026 |
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Daniel D. Tempesta |
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112