Luminar Technologies, Inc. Announces Asset Sale Offer to Purchase Outstanding Floating Rate Senior Secured Notes due 2028

ORLANDO, Fla.–(BUSINESS WIRE)–Luminar Technologies, Inc. (OTC: LAZRQ) (the “Company” or “Luminar”), today announced that it is commencing a tender offer (the “Asset Sale Offer”) to purchase for cash up to the maximum principal amount of its outstanding Floating Rate Senior Secured Notes due 2028 (the “Notes”) that may be purchased at a 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 (the “Total Consideration”), using an aggregate amount of cash of $89,350,000 (the “Asset Sale Offer Amount”). The Asset Sale Offer Amount is equal to the net proceeds received by the Company on February 2, 2026 from the sale of all of the issued and outstanding shares of common stock of its wholly-owned subsidiary, Luminar Semiconductor, Inc., a Delaware corporation (the “LSI Asset Sale”).

The Asset Sale Offer is being made pursuant to the requirements set forth in the indenture governing the Notes (the “Indenture”), which provides that within ten (10) business days of the aggregate amount of Excess Proceeds (as defined in the Indenture) exceeding $3,500,000, the Company will make an offer to purchase, prepay or redeem the maximum principal amount of Notes from each registered or beneficial holder of Notes (each, a “Holder”) that may be purchased out of the Excess Proceeds after taking into account in the calculation of such amount all accrued and unpaid interest on the Notes and the amount of all fees and expenses, including premiums, incurred in connection with such purchase, prepayment or redemption. The net proceeds received by the Company from the LSI Asset Sale are deemed to be “Excess Proceeds” under the Indenture.

The Asset Sale Offer will expire at 5:00 p.m., New York City time, on March 9, 2026, unless extended or the Asset Sale Offer is earlier terminated by the Company, in its sole discretion. If the aggregate Total Consideration for the Notes tendered pursuant to the Asset Sale Offer and accepted for purchase is in excess of the Asset Sale Offer Amount, the Company will purchase Notes having an aggregate Total Consideration equal to the Asset Sale Offer Amount on a pro rata basis from tendering Holders (subject to adjustment to maintain the authorized minimum denomination of the Notes), in accordance with the procedures of The Depository Trust Company. In the event that the aggregate Total Consideration for the Notes tendered pursuant to the Asset Sale Offer and accepted for purchase is less than the Asset Sale Offer Amount, the remaining Net Proceeds from the LSI Asset Sale will be used by the Company to make a separate asset sale offer to the holders of its outstanding second lien notes in accordance with, and subject to, the terms of the indenture governing such second lien notes.

The Asset Sale Offer is being made pursuant to an Offer to Purchase, dated the date hereof (the “Offer to Purchase”), which sets forth the complete terms and conditions of the Asset Sale Offer. The Asset Sale Offer is made only by and pursuant to the terms set forth in the Offer to Purchase, and the information in this press release is qualified by reference to such document. Subject to applicable law, the Company may amend, extend or terminate the Asset Sale Offer. Copies of the Offer to Purchase may be requested from the tender agent for the Asset Sale Offer, GLAS Trust Company LLC, Telephone: (201) 778-0404, Email: USREORG@glas.agency.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Asset Sale Offer.

About Luminar

Luminar is a global technology company advancing safety, security and autonomy across automotive, commercial, and defense sectors. Its proprietary LiDAR hardware, software, semiconductor and photonics technologies have been developed in-house to meet the demanding performance and scalability requirements of applications spanning passenger vehicles, trucking, logistics, industrial, security, and more.

Forward-Looking Statements

This press release contains certain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws, including the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology. 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 and Disclosure Statement; 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 (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; objections to the Company’s 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; 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 trading of the Common Stock on the OTC Markets; the impact of litigation and regulatory proceedings; and other factors discussed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties may cause the Company’s actual results, performance, liquidity or achievements to differ materially from any future results, performance, liquidity or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Contacts

Investor Relations:
Yarden Amsalem
Investors@luminartech.com

Media Relations:
Press@luminartech.com