Commitments and Contingencies |
12 Months Ended |
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Dec. 31, 2025 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies |
Note 18. Commitments and Contingencies
Purchase Obligations
The Company purchases goods and services from a variety of suppliers in the ordinary course of business. Purchase obligations are defined as agreements that
are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable price provisions, and the approximate timing of the transaction. The Company had
purchase obligations primarily for purchases of inventory, R&D, and general and administrative activities totaling $63.0
million as of December 31, 2025. For the year ended December 31, 2025, the Company recorded a loss of $42.8 million related to
these firm purchase commitments, which is included in product cost of sales in the consolidated statements of operations.
Legal Matters
From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third
parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated,
the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information.
Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may
vary from the Company’s current estimates. The Company’s current legal accrual is not material to the financial statements.
Johnson v. Luminar Technologies, Inc., et al.
On May 26, 2023, a putative class action styled Johnson v. Luminar Technologies, Inc., et al., Case No. 6:23-cv-00982-PGB-LHP, was filed in the
United States District Court for the Middle District of Florida, against the Company and an employee. The suit asserts purported claims on behalf of purchasers of the Company’s securities between February 28, 2023 and March 17, 2023 under
Sections 10(b) and 20(a) of the Exchange Act for allegedly misleading statements regarding the Company’s photonic integrated circuits technology. Defendants filed a motion to dismiss the complaint on December 29, 2023, the motion was
granted, and on July 8, 2024 Plaintiff filed a second amended complaint, Defendants filed a motion to dismiss the second amended complaint on August 22, 2024, and the motion was granted on December 12, 2024. Plaintiff filed a third
amended complaint and Defendants filed their motion to dismiss the third amended complaint on February 24, 2025, and the motion was denied on September 10, 2025. Defendants dispute the allegations and are continuing to vigorously defend
the litigation. On October 21, 2023, a shareholder derivative suit entitled Bhavsar v. McAuliffe, et al. Bhavsar v. McAuliffe, et al., No. 6:23-cv-02037 was filed in the United States District Court for the Middle District of Florida
against directors of the Company and an employee. The suit avers claims for purported breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste, aiding and abetting, and contribution under Sections 10(b)
and 21D of the Exchange Act on the basis of the same purported wrongdoing alleged in the first lawsuit described above. In November 2023, three
additional shareholder derivative suits averring similar claims to Bhavsar were filed in the United States District Court for the District of Delaware: Lance Dechant, et al. v. Alec E. Gores, et al., C.A. No. 23-cv-01318-UNA, Hutchinson
v. Russell, et al., C.A. No. 23-cv-01345-UNA, and Ulerio v. Russell, et al., C.A. No. 23-cv-01359-UNA. Defendants dispute the allegations in the complaint and intend to vigorously defend the litigation. The Company has determined that the
likelihood of this matter resulting in a material adverse impact on the Company’s financial results is remote. In light of the Bankruptcy, the Company has provided all necessary notice to the relevant court and parties to the
litigation, informing them of the automatic stay of the proceedings, as provided under the Bankruptcy Code, for Company entities.
Yskollari v. Luminar Technologies, Inc., et al.
On July 23, 2025, a putative class action entitled Yskollari v. Luminar Technologies, Inc., et al., Case No. Case 6:25-cv-01384, was filed in the
United States District Court for the Middle District of Florida, against the Company and former and current employees. The suit asserts purported claims on behalf of purchasers of the Company’s securities between March 20, 2025, and May
14, 2025 under Sections 10(b) and 20(a) of the Exchange Act for allegedly misleading statements regarding the former CEO’s conduct and seeks compensatory damages. On January 26, 2026, claimants filed an amended complaint alleging
claims against Austin Russell and Thomas Fennimore, only. Defendants dispute the allegations and are continuing to vigorously defend the litigation. On August 21, 2025, a shareholder derivative suit
entitled Buttrey v. Russell, et al., No. 6:25-cv-01592-CEM-NWH (M.D. Fla.) was filed in the United States District Court for the Middle District of Florida against the board and current and former employees alleging claims for breach of
fiduciary duties, and for violations of Sections 10(b), 20(a) and 21D of the Securities Exchange Act of 1934 based on the same alleged facts and circumstances described in the Yskollari putative securities class action. In September 2025,
two other shareholder derivative lawsuits averring similar claims to Buttrey were filed in the United States District Court for
the Middle District of Florida: Bandele v. Russell, et al., No. 6:25-cv-01699-CEM-NWH, and Levitan v. Fennimore et al., No. 6:25-cv-01840-CEM-DCI. On October 4, 2025, the plaintiffs in these three shareholder derivative suits filed a motion to consolidate the three actions. In light of the Bankruptcy, the Company has provided all necessary notice to the relevant court and parties securing litigation stays,
as provided under the Bankruptcy Code, for Company entities.
SEC Investigation
The Company received subpoenas from the SEC for documents in connection with investigations the SEC is conducting to determine whether there has been a
violation of federal securities laws. The Company is cooperating with the investigation. The SEC informed the Company that its investigation does not mean that it has concluded that anyone has violated the law and that receipt of the
subpoena does not mean that the SEC has a negative opinion of any person, entity, or security. The Company, however, can offer no assurances as to the outcome of this investigation or its potential effect, if any, on the Company. The
Company has informed the SEC about the Bankruptcy and continues to cooperate with the investigation.
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