☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware				83-1804317
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
151 Gibraltar Court		Sunnyvale	California	94089
(Address of Principal Executive Offices)				(Zip Code)

(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”.

	Large accelerated filer	☐	Accelerated filer	☐
	Non-accelerated filer	☒	Smaller reporting company	☒
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TABLE OF CONTENTS

 

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 Company’s 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 Company’s 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 Company’s subsidiary, Luminar Semiconductor, Inc. (“LSI”), to Quantum Computing Inc. (“QCi”) and (ii) on February 3, 2026, the Company completed the sale of the Company’s 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.

 

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 Company’s 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 Company’s 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 Company’s liquidation, on the Company’s 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 Company’s 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 Company’s ability to comply with the restrictions imposed by the terms and conditions of its financing arrangements; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the Company’s 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 Company’s 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.

 

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 world’s 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 Company’s subsidiary, 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” 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 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 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 Company’s 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 Company’s LiDAR business and assume certain liabilities, subject to the Bankruptcy Court’s 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 QCi’s 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 LSI’s 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 party’s 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:

 

 

 

 

 

•

Level 4—High 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.

 

 

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 Safety^TM

 

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 vehicle’s 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.

 

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 NHTSA’s 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 Safety^TM, which leverages our core LiDAR hardware and software technologies. Intended functionality for Proactive Safety^TM 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 Safety^TM, 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.

 

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 companies—Optogration, 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.

 

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 vehicle’s 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 Safety^TM 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.

 

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. Luminar’s 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:

 

 

 

 

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.

 

 

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.

 

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.

 

 

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 automaker’s 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.

 

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 Safety^TM 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.

 

ITEM 1A. RISK FACTORS.

 

The Company has ceased business operations and has sold substantially all of its assets, and is awaiting the Bankruptcy Court’s 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.

 

We have experienced the departure of a majority of the Company’s 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.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

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.

 

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:

 

•

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;

 

•

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;

 

•

conducting regular network and endpoint monitoring, vulnerability assessments, and penetration testing to improve our information systems;

 

•

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;

 

•

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;

 

•

employing threat intelligence monitoring processes to model, research, and respond to cyber threats in a proactive manner;

 

•

closely monitoring emerging data protection laws and implementing changes to our processes accordingly;

 

•

undertaking a periodic review of public-facing policies and statements related to cybersecurity;

 

•

carrying information security risk insurance that may provide some protection against the potential losses arising from a cybersecurity incident; and

 

•

tracking key performance indicators pertaining to cybersecurity incidents, response and recovery, vulnerabilities, and risks.

 

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.

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 Company’s 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.

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:

 

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.

 

PART II

 

ITEM 5. MARKET FOR THE REGISTRANT’S 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.

 

ITEM 7. MANAGEMENT’S 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

 

 

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 Update—Celestica 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 another and 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.

 

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.

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 Company’s 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 Company’s 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.

 

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 Company’s 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 Company’s 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 Volvo’s 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.

 

Caterpillar Update

 

In March 2025, we announced a collaboration with Caterpillar Inc. to integrate our LiDAR technology into Caterpillar’s 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

 

 

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 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, 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.

 

 

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 Company’s 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 IM‑5101-1 as a result of the Company’s commencement of voluntary proceedings under Chapter 11 of the Bankruptcy Code. The Company did not appeal Nasdaq’s 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”.

 

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 Company’s 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 party’s 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.

 

Basis of Presentation

 

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.

 

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:

 

 

 

 

 

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.

 

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.

 

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	%

 

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 million decrease 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 million increase 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.