Material Agreement (Form 8-K)

Item 1.01

Entry into a Material Definitive Agreement.

As previously reported on Current Reports on Form 8-K filed with Securities and Exchange Commission (the "SEC") on October 31, 2025, November 7, 2025 and November 13, 2025 (the "Prior Form 8-Ks"), Luminar Technologies, Inc. (the "Company") entered into:

All defined terms used in this Current Report on Form 8-K that are not otherwise defined herein have the meanings ascribed to such terms in the Prior Form 8-Ks.

Subject to the terms and conditions of the Initial Forbearance Agreements and as described in the Prior Form 8-Ks, as a result of any Events of Default arising from the Company's failure to make the October 15 Interest Payments, the Initial Forbearing Noteholders agreed to forbear from exercising any of their rights and remedies under the applicable indentures governing the 1L Notes and 2L Notes and applicable law through November 6, 2025 (the "Initial Forbearance Period") and the Extending Noteholders agreed to forbear from exercising any of their rights and remedies under the applicable indentures governing the 1L Notes and 2L Notes and applicable law through November 12, 2025 (the "Second Forbearance Period") and thereafter November 24, 2025 (the "Third Forbearance Period").

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 indenture (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 would become an event of default if the Company fails to make the November 15 Interest Payments within the permitted 15-day grace period.

On November 24, 2025, the Extending Noteholders agreed to extend the Third Forbearance Period through November 25, 2025. On November 25, 2025, the Company and the Extending Noteholders entered into new forbearance agreements (the "Fourth Forbearance Agreements"; and together with the Initial Forbearance Agreements, the "Forbearance Agreements") in connection with which the Extending 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. In connection with the Fourth Forbearance Agreements, the Company also appointed Robin Chu, Managing Director of Portage Point Partners, LLC, as Chief Restructuring Officer. All other material terms of the Initial Forbearance Agreements remain unchanged.

The foregoing summary of the Fourth Forbearance Agreements does not purport to be complete and is qualified in its entirety by reference to the complete terms of each Fourth Forbearance Agreement, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated by reference into this Item 1.01.