Supplemental Prospectus (Form 424B3)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-258306

PROSPECTUS SUPPLEMENT NO. 5

(to Prospectus dated April 6, 2022)

Lordstown Motors Corp.

35,144,690 Shares of Class A Common Stock

This prospectus supplement supplements the prospectus dated April 6, 2022 (as amended and supplemented from time to time, the "Prospectus"), which forms a part of our registration statement on Form S-l (No. 333-258306). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022 (the "Current Report"). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale of up to 35,144,690 shares of our Class A common stock, $0.0001 par value per share ("Class A common stock"), by YA II PN, LTD., a Cayman Islands exempt limited partnership (the "Selling Stockholder"). The shares of Class A common stock being offered by the Selling Stockholder have been and may be issued pursuant to the Equity Purchase Agreement dated July 23, 2021 that we entered into with the Selling Stockholder (the "Purchase Agreement"). We are not selling any securities under the Prospectus or this prospectus supplement and will not receive any of the proceeds from the sale of our Class A common stock by the Selling Stockholder. However, we may receive up to $400.0 million in aggregate gross proceeds from sales of our Class A common stock to the Selling Stockholder that we may make under the Purchase Agreement from time to time. See the sections of the Prospectus titled "The YA Transaction" for a description of the transaction contemplated by the Purchase Agreement and "Selling Stockholder" for additional information regarding the Selling Stockholder.

The Selling Stockholder may sell the shares of Class A common stock included in the Prospectus and this prospectus supplement in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell the shares in the section of the Prospectus entitled "Plan of Distribution." The Selling Stockholder is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol "RIDE." On May 20, 2022, the closing price of our Class A common stock was $2.13 per share.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

See the section entitled "Risk Factors" beginning on page 4 of the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is May 23, 2022.

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): May 19, 2022

LORDSTOWN MOTORS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-38821	83-2533239
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2300 Hallock Young Road

Lordstown, Ohio 44481

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (234) 285-4001

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(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		RIDE		The Nasdaq Stock Market LLC

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 5.07.

Submission of Matters to a Vote of Security Holders.

See Item 8.01 below.

Item 8.01.

Other Events.

At the annual meeting of stockholders of Lordstown Motors Corp. (the "Company") held on May 19, 2022 (the "Annual Meeting"), the Company's stockholders were asked to approve an amendment to its Second Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to increase the total number of authorized shares of the Company's Class A common stock from 300,000,000 shares to 450,000,000 shares (the "Charter Amendment"), as further described in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission ("SEC") on April 8, 2022, as supplemented on May 9, 2022.

The Company's Current Report on Form 8-K filed with the SEC on May 19, 2022 (the "Current Report") reported that the Charter Amendment was approved at the Annual Meeting and that the Certificate of Incorporation was thereby amended, as the Charter Amendment had been filed with the Secretary of State of the State of Delaware. To date, none of the shares authorized by the Charter Amendment have been issued.

Subsequent to the Current Report, on May 20, 2022, the Company's Board of Directors received the letter from the law firm of Purcell & Lefkowitz LLP on behalf of three purported stockholders that is filed herewith as Exhibit 99.1. The contents of Exhibit 99.1 are incorporated by reference herein. The Board is evaluating the matters asserted in the letter. Pending this evaluation, the report of the votes regarding the approval of the Charter Amendment contained in the Current Report can no longer be considered final.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Letter to the Board of Directors of Lordstown Motors Corp. dated May 20, 2022
104		Cover Page Interactive Data File (formatted as inline XBRL)

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.

	LORDSTOWN MOTORS CORP.
	By:	/s/ Adam Kroll
	Name:	Adam Kroll
	Title:	Chief Financial Officer
Date: May 23, 2022

Exhibit 99.1

May 20, 2022

VIA UPS& EMAIL

Board of Directors
Lordstown Motors Corp.
2300 Hallock Young Road
Lordstown, Ohio 44481
[email protected]

Re:Stockholder Litigation Demand

To Lordstown Motors Corp.:

This firmrepresents JamesMedved, AdamOwen,andMichael Vacha,stockholders of Lordstown Motors Corp. ("Lordstown" or the"Company") entitled to vote at the Company's 2022 annual meeting of stockholders held May 19, 2022 (the"Annual Meeting"). We make thislitigationdemand on behalfoftheCompany and itsstockholdersinordertoaddress certain misconduct by the Company's board ofdirectors (the"Board"). As described in detail below, the Board misled stockholders into approving an amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), increasingthe Company's authorized common stock from300,000,000 shares to 450,000,000 shares (the"Amendment"). Inthe Company's Schedule14ADefinitive Proxy Statement filed with the United States Securities and Exchange Commission on April 8, 2022 (the"Proxy") pursuant to which the Board sought stockholder approval of the Amendment - the approval of which required the affirmative vote of a majority of the Company's outstanding stock-the Board represented tostockholders that iftheydid notinstruct their brokeronhowto vote their shares, the broker would not have the authority to cast an affirmative vote in favor of the Amendment, and accordingly,that stockholderscouldvote against theAmendmentsimply by not providing any voting instructions to their broker. Relying on theBoard's representation, stockholders owning an aggregate of 59,976,523 shares effectively "voted" against the Amendmentbynotinstructing their brokers howto vote. Then,contrarytothe representations in the Proxy, the Board allowed the 59,976,523 shares to be cast by brokers in favor of the Amendment,and as aresult,a vote that actually failed was deemed approved.

In connectionwiththe Annual Meeting,on April8, 2022,the Companyfiled the Proxy with theSEC (which it supplemented on May 9,2021). InProposal No. 1, the Board sought election of three Class II directors for a term of threeyears.In Proposal No. 2, the Board sought ratificationof the appointment of KPMG LLP as theCompany'sindependent registered public accounting firm for the fiscal year ending December 31, 2022. In Proposal No. 3, theBoard sought stockholder approval of a proposal to amend the Company's 2020 Equity Incentive Plan to increase the number ofsharesof theCompany'sClass A commonstockreserved under the plan by 7,000,000. In Proposal No. 4, the Board sought stockholder approval of an amendment to the Certificate of Incorporation increasing the number of authorized shares of Class A common stock by 150,000,000 shares (from 300,000,000 shares to 450,000,000 shares) (i.e., the Amendment). In Proposal No. 5, the Board sought, on an advisory vote, stockholder approval of the Company's executive compensation program (the "Say-on-Pay Vote"). In ProposalNo.6, the Boardsought,in an advisory vote, stockholderapproval on how frequently Say-on-Pay Votes would be held.

Pursuant to Section 242 of the Delaware General Corporation Law, approval of the Amendment required the affirmativevoteof a majority of the Company's voting power. This requirement was acknowledged in the Proxy, which stated as follows regarding the "Vote Required" for Proposal No. 4:"Votes representing a majority of the shares outstanding and entitled to vote at the 2022 Annual Meeting." According to the Company's Form 8-K filed with the SEC on May 19, 2022 (the "8-K"), there were 196,746,353 shares of the Company's common stock entitled to vote at the Annual Meeting. Thus, in order to garner approval,ProposalNo. 4 needed the affirmative vote of at least 98,373,177 shares.

With respect to the proposals,a stockholder could vote"For"that proposal,"Against" that proposal,or"Withhold" or"Abstain" from voting(or,in connection withtheSay-on-Pay frequency vote, select every 1, 2, or 3 years). For all shares held in an account at a broker, bank, or similar financial organization, the owner of the shares is considered the beneficial owner, with theshares being held by the financial institution in"street name." The organization holding theaccount is considered thestockholder of record for voting purposes.A beneficial owner isentitled to instruct thatorganization on how to vote thesharesheld in the beneficial owner's account.

The Proxy informed stockholderwhat wouldhappen ifa stockholderdid not provide their broker with specific voting instructions. As represented in the Proxy, insucha case, the brokerwould onlyhaveauthorityto vote on Proposal No.2,andtheshares wouldnot bevoted onany of theotherproposals(includingProposalNo.4) but insteadwould be treated as broker non-votes with respect to those proposals.¹Asspecifically stated in the Proxy:

¹In reality, this representationwas false. Under NewYork Stock Exchange Rule 452, brokers do have authority to vote uninstructed shares in favor of amendments to a charter increasing the authorized shares of common stock.

Ifyou are the stockholder of record and you do not vote by proxy card, by telephone, viathe Internet or during the 2022 AnnualMeeting,your shares willnot bevotedat the 2022 Annual Meeting. Ifyou submit aproxy, butyoudo not provide voting instructions, your shares will be voted in accordance with the recommendation of theBoard. If you are a beneficial owner and you do not provide the organization that is the stockholder of record for your shares with voting instructions, the organization will determine if it has the discretionary authority to vote on the particular matter. Under applicable regulations, brokers and other intermediaries have the discretion to vote on routine matters such as Proposal Two but do not have discretion to vote on non-routine matters such as the election of directors (Proposals One, Three and Four). Therefore, if you do not provide voting instructions to that organization, it may vote your shares only on Proposal Two and any other routine matters properly presented for a vote at the 2022 Annual Meeting.

***

An organization that holds shares of Common Stock for a beneficial owner will have the discretion to vote on routine proposals if it has not received voting instructions from the beneficial owner. A broker "non-vote" occurs when a broker, bank or other intermediarythat is otherwisecountedas present or represented by proxy does not receive voting instructions from the beneficialowner anddoes not have the discretion tovote the shares. A broker "non-vote" will be counted for purposes of calculating whether a quorum is present at the 2022 Annual Meeting, but will not have any effect on the outcomes of the Proposals, except with respect to Proposal Four for which a brokernon-vote has the same effect as a vote "AGAINST"ProposalFour.

(emphasis added).

Because Proposal No. 4 needed the affirmative vote of amajority ofthe Company's outstanding shares to be considered approved, not voting- a "broker non-vote"- effectively constituteda vote"against" ProposalNo.4.This effect was specifically explainedin the Proxy, which stated:

Proposal Four - You may vote "FOR," "AGAINST" or "ABSTAIN" on Proposal Four. Abstentions and broker non-votes with respect to Proposal Four will have the same effect as avoteagainst Proposal Four. Proposal Four will be approved if the number of shares voted "FOR" Proposal Four represent atleasta majorityof thetotal number of shares outstanding and entitled to vote at the 2022 Annual Meeting (emphasis added).

Inother words, stockholders whowished to vote againstProposal No. 4 wereeffectively told that theycoulddoso simply by not submitting voting instructions to their broker.

On May 19, 2022, the Company filed the 8-K with the SEC, which disclosed the results of the Annual Meeting as follows:

At the 2022 Annual Meeting, the Stockholders elected the directors and approved the proposalslistedbelow. The proposals are describedindetail in the Company's Proxy Statement. The final results for the votes regarding each proposal areset forthinthe following tables. As of the record date for the 2022 Annual Meeting, there were 196,746,353 shares of Class A common stock outstanding and entitled to vote on each matter presented for vote at the 2022 Annual Meeting. At the Annual Meeting, 130,526,473 shares of Class A common stock, or 66.34% of the outstanding shares of Class A common stock, were represented in person or by proxy.

1.	TheStockholders elected each of the following Class IIdirectornominees to duly

Name		Votes For			Votes Against			Broker Non-Votes
Angela Strand			32,862,997				40,574,519				57,088,957
Joseph B. Anderson, Jr.			70,465,201				2,972,306				57,088,966
LauraJ.Soave			70,426,837				3,010,670				57,088,966

2.	The Stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022, as set forth below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
127,989,760		1,732,453		804,260		0

3.	The Stockholders approvedtheamendment ofthe 2020 Plan to increasethe number of shares of Class A common stock reserved under the plan by 7,000,000, as set forth below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
66,300,005		6,723,811		413,685		57,088,972

4.	The Stockholdersapproved theamendment oftheCompany's Certificate of Incorporation to increase the number of authorized shares of Class A commonstockby 150,000,000 (from 300,000,000 to 450,000,000), asset forth below.

Votes For			Votes Against			Abstentions			Broker Non-Votes
	115,029,112				9,542,030				750,850				5,204,481

5.	The Stockholders approved, on anon-binding advisory basis,the compensation of our named executive officers, as set forth below.

Votes For			Votes Against			Abstentions			Broker Non-Votes
	53,942,198				3,780,390				7,622,882				65,181,003

6.	The Stockholders selected, on a non-binding advisory basis, the frequency of future advisory votes on thecompensation of our named executive officers, as set forth below.

1 Year			2 Years			3 Years			Abstentions			Broker Non-Votes
	56,643,239				366,308				614,160				7,721,762				65,181,004

Consistent withtheforegoing,the Board has determined that theCompany will hold advisory votes to approve executive compensation of the Company's named executive officers on an annual basis until the next required vote onthe frequency of future advisory votes onthecompensationof ournamedexecutive officers.

As theabove results show,Proposal No. 4,theAmendment, received 115,029,112 votes in favor. Based on these results, the Board deemed the Amendment approved, having purportedly passed the 98,373,177 affirmative votes needed for approval. However, contraryto the representations in the Proxy,it appears that the Company treatedProposal No.4 as having passed only by permitting brokers to vote for beneficial owners whodid notsubmit any votinginstructions. As shown above, stockholders holdingapproximately 65,345,470 shares voted "For," "Against," or"Abstained" from votinginProposal No. 5, andstockholders holdingapproximately 65,345,469 shares voted"1 Years,""2 Years," "3 Years," or "Abstained" fromvotingin Proposal No. 6. Forboth Proposals No. 5 and 6, an additional65,181,003 and65,181,004 comprisedbeneficial owners who failedtoprovide their brokerswith votinginstructionsonhowto vote theirshares,respectively. This is evidenced by the 65,181,003 and65,181,004 brokernon-votes listed ineach ofProposals No. 5and6.In accordancewith therepresentations in the Proxy,these 65,181,004shares voted onProposal No.2,the ratificationof theappointment ofKPMGLLP,as evidenced by the "O" "Broker Non-Votes" listed in Proposal No. 2 and the fact that there were 130,526,473votes cast"For,""Against," or in"Abstention" for Proposal No. 2 (exactly 65,181,003 and 65,181,004 more votes than were cast on Proposals No. 5 and 6, respectively).

However, contrary to the representations in the Proxy, approximately59,976,523 of these total 65,181,004 shares that failed tosubmit votinginstructionswerevoted in favor of Proposal No. 4. This isevidenced by the 5,204,481"Broker Non-Votes"listed in Proposal No. 4 and the fact that there were 125,321,992 votes cast "For," "Against," or in "Abstention" for ProposalNo.4, exactly59,976,523 more than the votes cast or abstained in Proposal No. 6.² In other words, stockholders who thought they were voting against Proposal No. 4 by notsubmitting voting instructions to theirbroker- because they were told as much by the Board - instead had their failure to vote treated as an affirmative vote for Proposal No. 4.

Had brokers not been permitted to vote uninstructed shares in favor ofProposal No. 4, consistent with the representations in the Proxy, the voting results for Proposal No. 4 would have been as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
	55,052,589				9,542,030				750,850				65,181,004

With only 55,052,589 affirmative votes,Proposal No.4 would not have received the affirmative vote of a majority of the Company's outstanding stock - i.e., 98,373,177 affirmativevotes. Thus,had thevotes actually been counted ina manner consistentwith the representations in the Proxy, Proposal No. 4 would have failed. Despite the fact that Proposal No. 4 was not counted in a manner consistent with the Proxy and the Amendment actually had failed, the Board filed a "Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Lordstown Motors Corp." with the Delaware Secretary of Stateon May 19,2022, improperly increasing the number of authorized shares of Lordstown Class A common stock from300,000,000 shares to450,000,000 shares.

² Thedifference between the65,181,004 broker non-votes inProposalNo. 6 and the 5,204,481 broker non-votes in Proposal No. 4 is 59,976,523.

Accordingly, on behalf of the Company and its stockholders, our clients hereby demand that the Board take immediate action to:

1.

Deem the amendment to the Certificate of Incorporation increasing the authorizedsharesof the Company's commonstockfrom 300,000,000 shares to 450,000,000 shares ineffective, and make appropriate disclosure of that fact, or seek a valid stockholder approval of such amendment to the Certificate of Incorporation; and

2.	Adopt and implement adequate internal controls and systems at the Company designed to prohibit and prevent a recurrence of wrongdoing described herein.

If you failto respond orcontact uson orbefore June 3, 2022, we willpresume thatyou have decided not to pursue any investigation, litigation, or remedial steps, and we will therefore take whatever actions we deem in the best interest of the Company and its stockholders, including but not limitedtothe commencement of litigation. If youhaveanyquestions,please do not hesitate tocontactme.I look forward to hearing fromyou and appreciate yourprompt attention to this matter.

	Very truly yours,
	/s/ Steven J. Purcell
	Steven J. Purcell

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