Bankruptcy Proceedings

12 Months Ended

Dec. 31, 2025

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, LSI’s subsidiaries and the Company’s 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 Group’s 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 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 Company’s 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.

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 Debtor’s 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

Condensed Combined Debtor’s 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	)

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