UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1718, 2025

LUMINAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38791	83-1804317
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (800) 532-2417

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Class A Common Stock, par value of $0.0001 per share	LAZR	The Nasdaq Stock Market LLC
Class A Common Stock, par value of $0.0001 per share(1)	LAZR(1)	The Nasdaq Stock Market LLC(1)

(1)

As previously disclosed in the Form 8-K filed on December 19, 2025, The Nasdaq Stock Market LLC (“Nasdaq”) is expected to file a Form 25 in connection with the delisting of 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 began trading on the OTC Pink Limited Market on December 24, 2025 under the symbol “LAZRQ”.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 32.0105 ~~Notice~~Costs ofAssociated ~~Delisting~~with orExit ~~Failure to Satisfy a Continued Listing Rule~~ or ~~Standard;~~Disposal ~~Transfer of Listing~~Activities.

On December 1718, 2025, Luminar Technologies, Inc. (the “Company”), ~~was~~committed ~~notified~~to bya ~~the~~plan ~~Listing~~to ~~Qualifications~~further ~~Department~~reduce ofits ~~The~~workforce ~~Nasdaq~~by ~~Stock~~approximately ~~Market~~30% in order ~~LLC~~to ~~(“Nasdaq”)~~reduce ~~that~~operating ~~Nasdaq~~costs. ~~had~~The ~~determined~~reduction towill ~~delist~~commence ~~the~~immediately ~~Company’s~~and ~~Class~~is Aexpected ~~common~~to ~~stock,~~be ~~par~~substantially ~~value~~completed ~~$0.0001~~by ~~per share (~~the ~~“Common~~first ~~Stock”)~~quarter inof ~~accordance~~2026. ~~with~~The ~~Nasdaq~~Company ~~Listing~~estimates ~~Rules~~that ~~5101,~~it ~~5110(b),~~will ~~and~~incur ~~IM‑5101-1~~approximately as$2.5 amillion ~~result~~to of$3.0 ~~the~~million ~~Company’s~~in ~~commencement~~cash ofcharges ~~voluntary~~associated ~~proceedings~~with ~~under~~employee ~~Chapter~~severance 11and ofrelated ~~the~~employee ~~United~~costs, ~~States~~to ~~Bankruptcy~~be ~~Code~~incurred ~~(the~~primarily ~~“Bankruptcy~~in ~~Code”)~~the onfirst ~~December~~quarter ~~15,~~of ~~2025~~2026. ~~(the~~The ~~“Chapter~~Company’s 11estimates ~~Cases”).~~are ~~Nasdaq~~subject ~~further~~to ~~indicated~~a ~~that~~number ~~trading~~ of ~~the~~assumptions, ~~Common~~and ~~Stock~~actual ~~will~~results bemay ~~suspended~~materially atdiffer. ~~the~~The ~~opening~~Company ofmay ~~business~~incur onadditional ~~December~~costs ~~24,~~not ~~2025,~~currently ~~and~~contemplated adue ~~Form~~to ~~25-NSE~~events ~~will~~that bemay ~~filed~~occur byas ~~Nasdaq~~a ~~with~~result ~~the~~of, ~~Securities~~or ~~and~~that ~~Exchange~~are ~~Commission~~associated ~~(the “SEC”)~~with, ~~which will remove~~ the ~~Common~~workforce ~~Stock from listing and registration on Nasdaq~~reduction. ~~The Company does not intend to appeal Nasdaq’s determination.~~

After delisting from Nasdaq, the Common Stock is expected to commence trading on the Pink Limited Market operated by the OTC Markets Group, Inc. (commonly referred to as the “pink sheets”). The Pink Limited Market is a significantly more limited market than Nasdaq, and will likely result in a less liquid market for existing and potential holders of the Common Stock to trade the Common Stock and could further depress the trading price of the Common Stock. The Company can provide no assurance that the Common Stock will continue to trade on this market or whether broker-dealers will continue to provide public quotes of the Common Stock on this market.

Forward-Looking Statements

This Current Report on Form 8-K 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~~scope ~~ability~~and totiming ~~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~~workforce 11reduction ~~Cases; the ability to negotiate~~ and ~~confirm a sale of Luminar Semiconductors, Inc. and~~ the ~~Company’s~~estimated ~~LiDAR~~charges ~~business~~expected ~~under~~to ~~section~~be ~~363 of the Bankruptcy Code~~incurred; the ~~effects~~outcome of the ~~Chapter 11 Cases, including increased legal and other professional costs necessary to execute the~~ Company’s ~~liquidation,~~recent onfiling ~~the Company’s liquidity (including the availability~~ of ~~operating~~voluntary ~~capital~~petitions ~~during~~for ~~the~~relief 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~~chapter 11 ~~protection and the continued availability~~ of ~~operating~~title ~~capital during the pendency of the Chapter~~ 11 Cases; objections to the Company’s restructuring 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~~United ~~and~~States ~~uncertainties~~Code; ~~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 delisting of the Common Stock from Nasdaq and trading of the Common Stock on the Pink Limited Market; the impact of litigation and regulatory proceedings; the impact and timing of any cost-savings measures; 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 19, 2025	Luminar Technologies, Inc.
Date: December 29, 2025	Luminar Technologies, Inc.
	By: /s/ Alexander Fishkin
	By:	/s/ Alexander Fishkin
	Name: Alexander Fishkin
	Title: Chief Legal Officer

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