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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ________________ to ________________

Commission File Number: 001-39395 Faraday Future Intelligent Electric Inc.

(Exact name of registrant as specified in its charter)


Delaware						84-4720320
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1990 E. Grand Avenue, El Segundo, CA						90245
(Address of Principal Executive Offices)						(Zip Code)

(424) 276-7616

Registrant’s telephone number, including area code

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	FFAI	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $110,400.00 per share	FFAIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had outstanding 303,897,479 shares of Class A common stock and 6,667 shares of Class B common stock as of May 8, 2026.

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Faraday Future Intelligent Electric Inc.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	6
	Unaudited Condensed Consolidated Statements of Cash Flows	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	66
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	97
Item 4.	Controls and Procedures	97

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	98
Item 1A.	Risk Factors	98
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	98
Item 3.	Defaults Upon Senior Securities	99
Item 4.	Mine Safety Disclosures	99
Item 5.	Other Information	99
Item 6.	Exhibits	99
Signatures		100

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


Faraday Future Intelligent Electric Inc. Unaudited Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	12,231	$	34,927
Restricted cash	29		27
Digital assets	6,197		10,250
Accounts receivable	273		257
Notes receivable, net of allowance for credit losses of $4,698 and $4,555 and as of March 31, 2026, and December 31, 2025, respectively	385		343
Inventory, net (see Note 4)	1,465		3,258
Deposits (see Note 5)	13,758		10,499
Other current assets (see Note 5)	7,565		8,963
Total current assets	41,903		68,524
Property, plant and equipment, net	146,932		155,303

Operating lease right-of-use assets, net	14,861		4,950
Intangible assets, net	4,647		4,639
Goodwill	23,692		25,764
Other non-current assets (see Notes 4 and 5)	18,106		18,682
Total assets	$	250,141	$	277,862
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	53,366	$	57,277
Accrued expenses and other current liabilities (see Note 7)	42,134		45,499
Related party accrued expenses and other current liabilities (see Note 7)	12,988		13,179
Warrant liabilities	960		1,950


Related party accrued interest	14		19,933
Other financing liabilities, current portion	1,005		951
Operating lease liabilities, current portion	1,583		1,443
Notes payable, current portion	4,349		4,432
Related party notes payable	1,510		3,507
Total current liabilities	117,909		148,171

Other financing liabilities, long term portion	47,714		46,867
Operating lease liabilities, long term portion	12,165		3,471
Notes payable, long term portion	42,018		56,234
Related party notes payable, long term portion	2,682		772
Derivative call options	5,229		10,042
Related party derivative call options	1,065		2,504
Other liabilities	2,118		2,042
Total liabilities	230,900		270,103

Commitments and Contingencies (Note 12)

Stockholders’ equity (deficit)

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Class A Common Stock, 0.0001 par value; 307,855,751 and 228,041,297 shares authorized; 282,409,695 and 199,130,727 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	29		21
Class B Common Stock, 0.0001 par value; 4,429,688 shares authorized; 6,667 shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Preferred Stock, 0.0001 par value; 12,087,265 and 5,931,000 shares authorized as of March 31, 2026 and December 31, 2025 respectively; zero and one shares issued and outstanding as of March 31, 2026 and December 31, 2025 respectively	—		—
Series B Preferred Stock, $0.0001 par value; 12,000,000 and 12,000,000 shares authorized as of March 31, 2026 and December 31, 2025 respectively; 6,128,378 and 7,184,760 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Additional paid-in capital	4,728,901		4,673,866
Accumulated other comprehensive income	2,573		3,817
Accumulated deficit	(4,743,898)		(4,705,042)
Total stockholders’ deficit attributable to the Company	(12,395)		(27,338)
Noncontrolling interest	31,636		35,097
Total stockholders' equity	19,241		7,759
Total liabilities and stockholders’ equity	$	250,141	$	277,862

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)


	Three Months Ended March 31,
	2026		2025

Revenue	$	512	$	316



Cost of revenue	11,890		21,381
Gross profit	(11,378)		(21,065)
Operating expenses
Research and development	6,990		6,419

Sales and marketing	5,616		2,629
General and administrative	9,195		13,674
Loss on disposal of property, plant, and equipment	328		44

Impairment of intangible assets, including goodwill	2,255		—
Credit loss expense - short-term note receivable	143		—
Total operating expenses	24,527		22,766

Loss from operations	(35,905)		(43,831)
Change in fair value of notes payable, warrant liabilities, and derivative call options	2,771		51,458
Change in fair value of related party notes payable, warrant liabilities, and derivative call options	1,439		(277)
Loss on settlement of notes payable	(8,431)		(15,920)
Loss on settlement of related party notes payable	—		(1,180)
Interest expense	(2,478)		(2,302)

Net loss on digital assets	(1,946)		—
Other income, net	2,252		1,784
Loss before income taxes	(42,298)		(10,268)
Income tax expense	(19)		(10)
Net loss	(42,317)		(10,278)


Less: Net loss attributable to noncontrolling interest	3,461		—
Net loss attributable to Faraday Future Intelligent Electric Inc.	$	(38,856)	$	(10,278)

Per share information (See Note 16):
Net loss per share of Class A and B Common Stock attributable to common stockholders:
Basic	$	(0.18)	$	(0.14)
Diluted	$	(0.18)	$	(0.14)
Weighted average common shares used in computing net loss per share of Class A and Class B Common Stock:
Basic	214,502,895		75,749,893
Diluted	214,502,895		75,749,893

Total comprehensive loss
Net loss	$	(42,317)	$	(10,278)
Foreign currency translation adjustment	(1,244)		306
Total comprehensive loss	$	(43,561)	$	(9,972)

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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Faraday Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)


		Common Stock							Preferred Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Deficit Attributable to the Company		Noncontrolling Interests		Total Stockholder’s Equity
	Class A			Class B				Series B
			Shares		Amount		Shares		Amount		Shares			Amount
Balance as of December 31, 2025			199,130,727		$	21	6,667		$	—	7,184,760	$	—		$	4,673,866	$	3,817	$	(4,705,042)	$	(27,338)	$	35,097	$	7,759
Conversion of notes payable and accrued interest into Class A Common Stock ( Note 8)			82,324,388		8		—		—		(1,056,382)	—			33,740		—		—		33,748		—		33,748


Issuance of Class A common stock to vendor			954,545		—		—		—		—	—			1,050		—		—		1,050		—		1,050



Release Chongqing accrued interest and penalties					—		—		—		—	—			20,196		—		—		20,196		—		20,196



Stock-based compensation			—		—		—		—		—	—			49		—		—		49		—		49


Issuance of shares for RSU vesting net of tax withholdings			35		—		—		—		—	—			—		—		—		—		—		—

Foreign currency translation adjustment			—		—		—		—		—	—			—		(1,244)		—		(1,244)		—		(1,244)
Net loss			—		—		—		—		—	—			—		—		(38,856)		(38,856)		(3,461)		(42,317)


Balance as of March 31, 2026			282,409,695		$	29	6,667		$	—	6,128,378	$	—		$	4,728,901	$	2,573	$	(4,743,898)	$	(12,395)	$	31,636	$	19,241

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.


		Common Stock						Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Class A			Class B
			Shares		Amount		Shares			Amount
Balance as of December 31, 2024			65,919,127		$	6	6,667	$	—		$	4,421,563	$	7,744	$	(4,314,346)	$	114,967
Conversion of notes payable and accrued interest into Class A Common Stock			20,081,506		2		—	—			32,671		—		—		32,673
Settlement of HSL s.r.l. lawsuit with issuance of Class A Common Stock			774,183		—		—	—			1,185		—		—		1,185
Stock-based compensation			—		—		—	—			301		—		—		301
Issuance of shares for RSU vesting net of tax withholdings			11,932		—		—	—			—		—		—		—
Chongqing related party debt restructuring			—		—		—	—			654		—		—		654
Foreign currency translation adjustment			—		—		—	—			—		306		—		306
Net loss			—		—		—	—			—		—		(10,278)		(10,278)
Balance as of March 31, 2025			86,786,748		$	8	6,667	$	—		$	4,456,374	$	8,050	$	(4,324,624)	$	139,808

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

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Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net loss	$	(42,317)	$	(10,278)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	8,081		17,527
Amortization of operating lease right-of-use assets	1,010		553
Non-cash interest expense	1,340		814
Loss on digital assets, net	1,946		—
Loss on disposal of property and equipment, net	328		44

Impairment of intangible assets, including goodwill	2,255		—

Stock-based compensation	(802)		301

Credit loss expense	143		—
Accrued interest on short-term note receivable	(185)		—
Payments for operating expenses made with digital assets	338		—
Loss on settlement of notes payable	8,431		15,920
Loss on settlement of related party notes payable	—		1,180
H.S.L. SRL. settlement adjustment	—		(295)

Change in fair value of notes payable, warrant liabilities, and derivative liabilities	(2,771)		(51,458)
Change in fair value of related party notes payable, warrant liabilities, and derivative liabilities	(1,439)		277







Other	(267)		—
Changes in operating assets and liabilities

Accounts receivables	(16)		(664)

Inventory	2,029		362
Deposits	(2,678)		(2,823)
Accounts payable	(3,761)		(651)
Accrued expenses and other current and non-current liabilities	(1,644)		6,945
Related party accrued expenses and other current and non-current liabilities	(349)		139


Operating lease liabilities	(2,521)		(703)

Other current and non-current assets	1,377		2,515
Net cash used in operating activities	(31,472)		(20,295)
Cash flows from investing activities


Purchase of digital assets	(338)		—
Sale of digital assets	2,107		—
Payments for property and equipment	(221)		(1,568)

Payments for intangible assets	(274)		—
Net cash provided (used in) investing activities	1,274		(1,568)
Cash flows from financing activities




Proceeds from notes payable, net of original issuance discount	8,820		22,000
Proceeds from related party notes payable, net of original issuance discount	—		1,876
Proceeds from other financial obligations	—		1,133


Payments of notes payable issuance costs	(487)		(99)

Payments of notes payable and other financing obligations	(353)		(309)
Payments of related party notes payable	(145)		—



Net cash provided by financing activities	7,835		24,601
Effect of exchange rate changes on cash and restricted cash	(331)		(419)
Net increase in cash and restricted cash	(22,694)		2,319
Cash and restricted cash, beginning of period	34,954		7,174
Cash and restricted cash, end of period	$	12,260	$	9,493

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Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Cash Flows — (Continued)

(in thousands)

The following table provides a reconciliation of cash and restricted cash reported within the Unaudited Condensed Consolidated Balance Sheets that aggregate to the total of the same such amounts shown in the Unaudited Condensed Consolidated Statements of Cash Flows:



	2026		2025
Cash and restricted cash
Cash	$	12,231	$	9,458
Restricted cash	29		35
	$	12,260	$	9,493


	Three Months Ended March 31,
	2026		2025
Supplemental disclosure of cash flow information
Cash paid for interest	$	1,726	$	1,376
Cash paid for income taxes	$	—	$	—

Supplemental disclosure of noncash investing and financing activities
Reclassification between current and long-term	$	2,620	$	—

Conversion of notes payable and accrued interest into Class A Common Stock	$	25,317	$	15,573

Issuance of warrants and related party warrants with the SPA Portfolio Notes	$	491	$	15,084


Settlement of vendor liability in Class A Common Stock	$	1,050	$	1,185


Additions of property and equipment included in accounts payable and accrued expenses	$	39,740	$	43,826




Recognition of right-of use assets and liabilities for new leases	$	10,898	$	—

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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Faraday Future Intelligent Electric Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1.Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies

Nature of Business and Organization

Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “FFIE,” “FFAI,” “Faraday”, “FF”, “we,” “us,” and “our” mean Faraday Future Intelligent Electric Inc. and its wholly-owned subsidiaries, and controlled and managed entities.

The Company is a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through its subsidiaries and is headquartered at 1990 E. Grand Avenue, El Segundo, CA 90245.

The Company has three operating segments—AI Electric Vehicle (“AIEV”), digital assets (“AIXC”), and Robotics — and each segment meets the criteria for a reportable segment under ASC 280 for the three months ended March 31, 2026. (For further information, see Note 17, Segments).

The Company designs and engineers next-generation intelligent electric vehicles, develops embodied AI robotics products and related commercialization initiatives, conducts digital asset and related emerging technology initiatives through AIXC, manufactures its vehicles at its production facility in Hanford, California, known as “FF aiFactory California,” and maintains additional engineering, sales, and operational capabilities in China and the United Arab Emirates (“U.A.E.”) to support its global expansion and regional market strategy. The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle and robotics platforms.

Principles of Consolidation

The Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company, its wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest. This includes any variable interest entities (“VIEs”) for which the Company is the primary beneficiary, in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation. All intercompany transactions and balances have been eliminated in consolidation.

These Unaudited Condensed Consolidated Financial Statements do not include all disclosures required by GAAP for complete annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2026, (the “Form 10-K”). Accordingly, the Unaudited Condensed Consolidated Balance Sheet as of March 31, 2026, has been derived from the Company’s audited consolidated financial statements as of December 31, 2025 but does not contain all of the footnote disclosures from the annual financial statements. The Company believes that the disclosures included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) are adequate to make the information presented not misleading.

In the opinion of management, the Unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the Company’s financial position, results of operations, and cash flows for the periods presented. The accounting policies used in the preparation of these Unaudited Condensed Consolidated Financial Statements are the same as those disclosed in the audited consolidated financial statements for the year ended December 31, 2025, included in the Form 10-K, except as described below.

The Company’s annual reporting period is the calendar year. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026 or any future periods.

Basis of Presentation

Use of Estimates and Judgments

The preparation of the Company’s Unaudited Condensed Consolidated Financial Statements in conformity with GAAP and in accordance with the rules and regulations of the SEC requires management to make estimates and assumptions that affect the reported amounts included in the Unaudited Condensed Consolidated Financial Statements.

Estimates are based on historical experience, where applicable, and other assumptions that management believes are reasonable under the circumstances. On an ongoing basis management evaluates its estimates, including those related to long-

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

lived asset impairment assessments. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances.

Given the global economic climate, estimates are subject to additional volatility. As of the date of filing this Quarterly Report on Form 10-Q, the Company is not aware of any specific event or circumstance that would require updating its estimates or judgments or revising the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s Unaudited Condensed Consolidated Financial Statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

Variable Interest Entity

In accordance with ASC Topic 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether those entities are variable interest entities (“VIEs”). For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

AIxCrypto Holdings, Inc.

On September 29, 2025, the Company entered into a lead investor subscription agreement with AIxCrypto Holdings, Inc. (“AIXC”) (then known as Qualigen Therapeutics, Inc.). Under the agreement, the Company acquired common and preferred equity interests in AIXC. The Company determined that AIXC was a variable interest entity (“VIE”) and that the Company was the primary beneficiary based on its rights over governance and operating decisions, including the appointment of certain members of AIXC management and discretion over digital-asset and cash management decisions. Accordingly, the Company began consolidating AIXC on September 29, 2025 pursuant to ASC 810.

Following stockholder approval on November 12, 2025 for the conversion of AIXC’s Series B Convertible Preferred Stock into additional voting common shares of AIXC, the Company reconsidered its VIE conclusion and determined that AIXC continued to be a VIE and that the Company remained its primary beneficiary. As of March 31, 2026, there have been no material changes in the facts and circumstances supporting that conclusion, and the Company continues to consolidate AIXC under ASC 810.

Additional information regarding the initial measurement and accounting for the consolidation of AIXC, including the recognition of acquired intangible assets and the noncontrolling interest, is presented in Note 3, Goodwill Associated with Business Acquisition. Summarized financial information of AIXC included in the Company’s Unaudited Condensed Consolidated Financial Statements as of March 31, 2026 and for the three months then ended is presented below.


AIXC
Condensed Balance Sheet (Unaudited)
March 31, 2026
(in thousands)
Cash and cash equivalents .	$	6,201
Digital assets .	6,197
Other current assets	11,037
Total current assets .	23,435
Intangible assets and other assets .	467
Total assets	$	23,902

Accounts payable and accrued liabilities	$	1,959
Warrant liabilities and convertible debt	72
Total liabilities	2,031

Total stockholders’ equity	21,871
Total liabilities and stockholders’ equity	$	23,902

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements


AIXC
Condensed Statement of Operations (Unaudited)
Three Months Ended March 31, 2026
(in thousands)
Operating expenses	$	4,516
Other expense, net	1,563
Net loss	$	6,079


AIXC
Condensed Statement of Cash Flows (Unaudited)
Three Months Ended March 31, 2026
(in thousands)
Net cash used in operating activities	$	(4,495)
Net cash used in investing activities	$	(8,504)
Net cash used in financing activities	$	(132)

GlobeX Al Hong Kong Holding Limited

GlobeX AI Hong Kong Holding Limited (“GXHK”) is a company incorporated in Hong Kong. On October 23, 2025, Faraday X AIEV (“FXHK”) changed its legal name to GlobeX AI Hong Kong Holding Limited.

On March 31, 2025, the Company transferred 6,000 shares, representing 60% of the issued share capital of GXHK (then known as FXHK), to Xiao Ma, the Chief Executive Officer of Faraday X and an employee of the Company. The Company continues to hold the remaining 40% of the issued shares of GXHK.

The Company consolidates GXHK pursuant to the VIE provisions of ASC 810. GXHK was established with nominal capital and is dependent on the Company to support its activities. The Company is the primary beneficiary of GXHK because it has the power to direct the activities that most significantly impact GXHK's economic performance. Through various agreements executed with Mr. Ma, along with Mr. Ma's status as an employee of the Company, the Company is able to exercise sole control over stockholder decisions and maintains the unilateral right to remove Mr. Ma from his position as the majority stockholder.

The assets and liabilities of GXHK are carried at historical cost in the Company's Unaudited Condensed Consolidated Balance Sheets because the Company has controlled GXHK since inception. The assets of GXHK may only be used to settle obligations of GXHK, and the liabilities of GXHK do not have recourse to the general credit of the Company, except to the extent the Company has explicitly provided support. The amounts attributable to GXHK in the accompanying Unaudited Condensed Consolidated Balance Sheets, Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, and Unaudited Condensed Consolidated Statements of Cash Flows were insignificant to the Company’s Unaudited Condensed Consolidated Financial Statements for all periods presented.

Grow Fandor Inc.

Grow Fandor Inc. (“Grow Fandor”) was formed on May 28, 2024 by Mr. Jiawei Wang, Mr. Yueting Jia, and other partners, including certain current employees of the Company.

On October 9, 2024, Mr. YT Jia donated 15 million shares of Grow Fandor common stock to FF. As a result of the donation, FF has a 10% ownership interest in Grow Fandor. On October 29, 2024, the Company entered into a Trademark License Agreement (the “License Agreement”) with Grow Fandor. This agreement grants Grow Fandor the right to use the Company’s trademarks.

The equity interest and the License Agreement held by the Company represent variable interests. Grow Fandor is a VIE, as it lacks sufficient equity to finance its activities. However, the Company does not have the power to direct the activities of Grow Fandor. Accordingly, the Company is not the primary beneficiary of Grow Fandor and does not consolidate Grow Fandor. As a result, Grow Fandor’s assets, liabilities, and results of operations are not included in the Company’s Unaudited Condensed Consolidated Financial Statements. Significant transactions between the Company and Grow Fandor are disclosed in Note 9, Related Party Transactions.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The carrying value of the Company’s investment in Grow Fandor, the amounts recognized from transactions with Grow Fandor, and any related cash flows were insignificant to the Company’s Unaudited Condensed Consolidated Financial Statements for all periods presented.

Segments

The Company has three operating segments—AI Electric Vehicle (“AIEV”), Robotics and digital assets — each of which meets the criteria for separate reporting under ASC 280. The Company’s Global Chief Executive Officer (“CEO”), serves as the Chief Operating Decision Makers (“CODM”), and regularly evaluated the Company’s financial performance using consolidated financial information at the total-company level including consolidated loss from operations, cash flows, liquidity, and strategic initiatives.

Management has identified Loss from operations, as presented in the Company's Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, as the primary measure used by the CODM to evaluate the performance of the business and allocate resources. Loss from operations is the measure of segment profit or loss that is most consistent with the measurement principles used in measuring the corresponding amounts in the Company’s unaudited condensed consolidated financial statements. This measure reflects the Company’s focus on managing operating performance, cash outflows, and liquidity, particularly given that the timing of cash inflows is influenced by external financing activities. The Company defines “significant segment expense” as controllable operating costs that are regularly provided to and reviewed by management. Refer to Note 17,Segment Information for further detail on the components of “loss from operations” and the additional Robotics gross profit measure reviewed by the CODM.

Management closely tracks its expenditure on these key expense categories through regular reviews of cash balances, near‑term cash flow projections, monthly management reports, and project management reports. The CODM, works in close collaboration with the Company’s business leaders to establish critical operational targets, set project timelines, and adjust spending plans. These leaders are responsible for implementing the Company’s strategic plans and revising targets and deadlines based on continuous internal communications and review meetings, thereby ensuring that any deviations from target spending or project timelines are promptly addressed.

While loss from operations is the primary measure used to evaluate overall Company performance and to allocate resources across segments, management also evaluates the Robotics segment using gross profit as an additional performance measure, as this segment is in the early stages of commercialization and focuses on product-level profitability. Gross profit is defined as revenue less cost of revenues. At this time, general and administrative, research and development, and sales and marketing expenses are not allocated to the Robotics segment. Gross profit is not used as the primary measure of segment profit or loss for AIEV or digital assets.

This oversight supports the Company’s strategic objectives to prioritize the commercialization of the FX Series vehicles and Robotics products, while continuing to support production, sales, and leasing activities for its FF 91 vehicles, the planned FF 92 upgrade program, and the development of the Company’s planned digital asset, blockchain-based platform, and related crypto service initiatives through AIXC.

Summary of Significant Accounting Policies

Digital Assets

In December 2023, FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires crypto assets within the scope of ASC 350-60 to be measured at fair value each reporting period, with changes in fair value recognized in net income. The guidance also requires crypto assets measured at fair value to be presented separately from other intangible assets in the balance sheet, and changes from the remeasurement of crypto assets to be presented separately from changes in the carrying amounts of other intangible assets in the statement of operations.

The Company determines the fair value of its digital assets based on quoted prices in active markets for identical assets in accordance with ASC 820, Fair Value Measurement. Accordingly, the Company classifies its digital assets within Level 1 of the fair value hierarchy under ASC 820. The Company utilizes observable market prices from active trading exchanges and evaluates the principal market for each digital asset in determining fair value. The Company measures digital assets at fair value as of UTC+0:00 on the final day of each reporting period. The Company does not currently recognize revenue from contracts with customers related to digital assets. Cash flows arising from purchases and sales of digital assets are presented as investing activities in the Company’s Unaudited Condensed Consolidated Statements of Cash Flows.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The table below summarizes the units held, cost basis, and fair value of the Company’s digital assets as of March 31, 2026 (amounts shown in thousands, except for units held, which are presented in whole numbers):


Digital Assets	Units Held	Cost Basis		Fair Value
Cardano ADA (ADA)	214,323	$	134	$	52
Native BNB (BSC)	1,308	1,356		807
Bitcoin (BTC)	46	4,943		3,150

Ethereum (ETH)	616	2,307		1,296
ChainLink (LINK)	19,404	339		170
Solana (SOL)	6,659	1,188		553
Tron (TRX)	531,334	164		167
USD Tether (USDT)	2,087	2		2
Ripple (XRP)	1	—		—
		$	10,433	$	6,197

Digital Asset Activity

The following table summarizes digital asset activity for the period indicated, including purchases, sales, net gains and losses recognized, other activity, and the fair value of digital assets held as of March 31, 2026 (amounts shown in thousands).


	Balance
Balance as of December 31, 2025	$	10,250
Purchases	338
Sales	(2,108)
Net (loss) gain on digital assets	(1,945)
Other	(338)
Balance as of March 31, 2026	$	6,197

Short-term notes receivable

Short-term notes receivable are measured in accordance with ASC 326-20 (Current Expected Credit Losses, “CECL”), which requires recognition of expected credit losses over the life of the receivable based on historical experience, current conditions, and reasonable and supportable forecasts.

The Company, through its acquisition of AIXC, holds short-term notes receivable from Marizyme, Inc. (“Marizyme”) arising from cash advances made by AIXC to Marizyme prior to the Company’s acquisition of AIXC. These notes bear interest at 18% per annum, are payable on demand, and may be prepaid at any time without penalty. Because AIXC has limited loss history for similar exposures, expected credit losses are estimated using a probability-weighted model that considers multiple settlement scenarios, including potential recovery through acquisition, liquidation, or other realizations of the debtor’s assets. The resulting allowance for expected credit losses reflects an assessment of Marizyme’s financial condition, estimated recoverable amounts, and the likelihood of each outcome. The allowance is reassessed each reporting period and updated as new information becomes available.

As of March 31, 2026, the estimate for expected credit losses on the Marizyme Notes is $4.7 million. Given the inherently uncertain nature of the debtor’s financial condition and future outcomes, actual credit losses may differ materially from this estimate. The Company will continue to monitor relevant events and conditions and update its assumptions and allowance as necessary.

Inventory

Inventory is stated at the lower of cost or net realizable value and consists of raw materials, work in progress, and finished goods. The Company primarily computes cost using standard cost, which approximates cost on the first-in, first-out basis. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company assesses the valuation of inventory and periodically

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

adjusts its value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods.

Inventory is classified as a current asset when it is expected to be sold, consumed, or used in production within twelve months or the operating cycle, whichever is longer.

Inventory that is not expected to be realized or used within twelve months or the operating cycle is classified as a non-current asset within Other non-current assets on the Unaudited Condensed Consolidated Balance Sheets. This includes, for example, spare parts, service parts, or production parts held for future models or to fulfill warranty obligations on products.

Business Combination

The Company accounts for business combinations in accordance with ASC 805, Business Combinations, which requires management to use significant judgment in determining the fair value of assets acquired and liabilities assumed and in evaluating whether an acquired set meets the definition of a business. See Note 3, Goodwill Associated with Business Acquisition to the Unaudited Condensed Consolidated Financial Statements for further information.

Goodwill and Other Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. The Company tests goodwill for impairment at the reporting unit level at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value. The Company acquired goodwill in connection with its acquisition of AIXC and assigned all of the associated goodwill to its AIXC reporting unit. The Company tests goodwill for impairment annually as of October 1, or between annual tests if an event occurs or circumstances change that would indicate that the carrying amount may be impaired.

During the three months ended March 31, 2026, based on the quantitative assessment, the Company concluded that the carrying amount of the AIXC reporting unit exceeded its estimated fair value. Accordingly, the Company recorded a goodwill impairment charge of $2.1 million of which $0.9 million was attributable to noncontrolling interest. The impairment charge is included in Impairment of goodwill on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss to noncontrolling interest. The impairment charge is included in Impairment of intangible assets, including goodwill in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. No goodwill impairment was recognized for the three months ended March 31, 2025, as the Company did not have a goodwill balance prior to the AIXC acquisition.

Other Intangible Assets

Indefinite-lived Intangible Assets

The Company’s in-process research and development (“IPR&D”) acquired in connection with the acquisition of AIXC was recorded at its acquisition-date fair value, which represents its initial cost basis. The Company will continue to carry this asset at that amount until completion or abandonment of the associated R&D project, at which time an appropriate useful life will be determined. During the each of three months ended March 31, 2026, and 2025, the Company recognized no impairment of IPR&D.

Capitalized Software

The Company accounts for costs incurred in developing its product offerings under ASC 350-40, Internal-Use Software.

In accordance with ASC 350-40, the Company capitalizes qualifying costs incurred in connection with the development of the Company’s product offerings during the application development stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Costs incurred in connection with maintenance activities, including training or bug fixes are also expensed as incurred. The Company stops capitalizing qualifying costs once development activities are completed and the project is ready for its intended use.

Capitalized software costs are amortized on a straight-line basis over a 36-month useful life beginning on the date when the product is ready for its intended use. Management tests the capitalized software costs for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360. During the

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

three months ended March 31, 2026, and 2025 the Company recognized impairment charge of $0.2 million and no impairment charge, respectively, related to capitalized software costs.

Noncontrolling Interest

Where our ownership interest is less than 100%, but greater than 50%, the noncontrolling ownership interest is reported on our Unaudited Condensed Consolidated Balance Sheets. Non-controlling interest represents the portion of the net assets of a subsidiary attributable to interests that are not owned by the Company. The non-controlling interest is presented in the Unaudited Condensed Consolidated Balance Sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interest’s operating result is presented on the face of the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss as an allocation of the total income for the year between non-controlling shareholders and the shareholders of the Company.

Revenue Recognition

The following table disaggregates our revenue by major source:


	Three Months Ended March 31,
(in thousands)	2026		2025
AIEV
Automotive sales	$	208	$	—
Automotive leasing - Sales type	—		265
Automotive leasing - Operating type	16		51
Robotics	$	288	—
	$	512	$	316

Automotive Sales Revenue

The Company recognizes automotive sales revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Automotive sales revenue includes cash deliveries of new vehicles, and specific other features and services including home charger, charger installation, twenty-four-seven roadside assistance, over-the-air (“OTA”) software updates, internet connectivity and destination fees that meet the definition of a performance obligation under ASC 606.

As part of the first step in applying ASC 606, the Company assesses whether multiple contracts entered into with the same customer—such as a vehicle sale and a co-creation agreement—should be combined. When these contracts are negotiated together and are economically interdependent, they are accounted for as a single arrangement. This evaluation ensures that the revenue recognition reflects the substance of the transaction. Refer to the subsequent section of this note for a detailed discussion of the co-creation arrangements with customers and their impact on revenue recognition under ASC 606.

Revenue is recognized when control of the vehicle transfers upon delivery to the customer. Payments are typically received at the point control transfers or according to payment terms customary to the business as specified in the sales contract. Vehicle contracts do not contain a significant financing component. For obligations related to automotive sales, transaction prices are allocated among performance obligations based on relative standalone selling prices, determined using market prices, estimated internal costs, and comparable third-party offerings. The transaction price is allocated among the performance obligations in proportion to the standalone selling price of its performance obligations.

Other features and services as discussed above are provisioned upon transfer of control of the vehicle and are required to be recognized on a straight-line basis over the performance period, as the Company has a stand-ready obligation to deliver such services to the customer. However, due to immateriality, revenue from other features and services are combined with the vehicle performance obligation and recognized upon the transfer of the vehicle.

The Company provides certain customers with a residual value guarantee which may or may not be exercised in the future. Residual value guarantees provided to customers had an immaterial impact on revenue for the three months ended March 31, 2026, and 2025.

Automotive Leasing Revenue

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The Company accounts for its automotive leasing revenue program under ASC 606 and ASC Topic 842, Leases (“ASC 842”).

Operating Leasing Program: The Company offers a vehicle operating leasing program in the U.S., allowing qualifying customers to lease a vehicle directly from the Company for a lease term of up to 36 months. At the end of the lease term, customers are generally required to return the vehicle to the Company, at which point the Company may either sell or re-lease the returned vehicle. Leasing revenue from operating leases is recognized on a straight-line basis over the lease term, as long as collectability is probable in accordance with ASC 842. If collectability of lease payments is not probable at lease commencement, lease income is recognized on a cash basis, meaning payments received are recorded as revenue only when collected. Depreciation expense related to leased vehicles is recorded in cost of automotive leasing revenue on a straight-line basis over the lease term, reflecting the expected residual value of the vehicles at lease termination. Upfront payments related to lease agreements are deferred and recognized as revenue on a straight-line basis over the respective lease term. Taxes collected from customers in connection with automotive leasing transactions are excluded from the transaction price and reported separately in accordance with ASC 606.

As part of the revenue recognition process, the Company evaluates whether a lease contract should be combined with other agreements—such as co-creation arrangements—under ASC 606 when the contracts are negotiated together and are economically interdependent. Refer to the subsequent section of this note for a detailed discussion of the co-creation arrangements with customers and their impact on revenue recognition under ASC 606.

Sales-Type Leasing Program: The Company enters into sales-type lease arrangements in accordance with ASC 842, under which customers generally have the option to purchase the leased vehicle at the end of the lease term, which is typically 36 months. The lease is classified as a sales-type lease when the Company concludes that the customer is reasonably certain to exercise the purchase option and, as a result, the Company expects the customer to obtain title to the vehicle upon completion of all contractual payments. At lease commencement, if collectability of the lease payments is probable, the Company derecognizes the leased vehicle and recognizes:

•Automotive leasing revenue for the present value of lease payments and any guaranteed residual value; and

•Automotive leasing cost of revenue for the carrying value of the leased vehicle.

If collectability is not deemed probable at lease commencement, revenue recognition is deferred, and lease payments received are recorded as a deposit liability. The leased vehicle remains on the Company’s balance sheet until collectability becomes probable, at which point revenue recognition is triggered.

The Company recognizes a net investment in sales-type leases, which includes both the lease receivable and the unguaranteed residual asset. The unguaranteed residual asset represents the estimated fair value of the leased vehicle at the end of the lease term that is not guaranteed by the lessee or any third party. As of March 31, 2026, the carrying amount of unguaranteed residual assets included in the net investment in sales-type leases, and presented within accounts receivable, was approximately $0.2 million. The estimate of unguaranteed residual value reflects management’s judgment, informed by historical residual value experience, current market conditions, and the anticipated future utility of the leased assets.

Robotics

The Company recognizes robotics revenue in accordance with ASC 606. Robotics revenue primarily consists of sales of the Company’s robotic products, including the FF Master Ultra, FX Aegis Edu, and FX Aegis Pro models.

Robotic sales contracts may include the delivery of one or more robots. Each robot is capable of providing benefit to the customer on a standalone basis and is separately identifiable within the context of the contract, accordingly, each robot represents a separate performance obligation. The transaction price is allocated to each performance obligation based on the relative standalone selling prices of the individual robots, which are determined using observable market prices for those products. Revenue allocated to each robot is recognized at a point in time, when control of the respective robot transfers to the customer, which generally occurs upon delivery in accordance with the terms of the applicable sales contract. When robots are delivered at different times, revenue is recognized separately for each robot upon delivery.

As part of applying ASC 606, the Company evaluates whether multiple contracts entered into with the same customer, such as a robot purchase agreement and a related co‑creation or consulting agreement, should be combined and accounted for as a single arrangement. When such contracts are negotiated together and are economically interdependent, they are combined for accounting purposes. Payments made by the Company to customers under co‑creation arrangements are evaluated to determine whether they represent consideration payable to a customer and, when applicable, are accounted for as a reduction of the

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

transaction price for the related robot sale. Payments are generally received prior to or substantially concurrent with the transfer of control of the robots. Accordingly, the Company’s robotic sales arrangements do not include a significant financing component.

Co-creation Arrangements

As part of the Company’s Futurist Product Officers (“FPO”) Co-Creation Delivery program, the Company has entered into co-creation agreements with certain customers. This arrangement leverages select sales and leasing customers to provide valuable data, insights, marketing, and brand awareness for the Company’s vehicles and robots. In exchange for these services, the Company compensates customers through a one-time consulting fee, consulting fees paid in installments or a discount on their lease payments.

The Company evaluates the economic substance of both the sale or lease contract and the co-creation agreement to determine whether they should be combined under the contract combination guidance in ASC 606. When the contracts are economically interdependent, the Company accounts for them as a single arrangement. Under this approach, the cash inflows from the customer and the cash outflows from the Company are netted and treated as a single transaction. The resulting net amount is recorded as marketing expense if the net amount is more than the sale price of the vehicle or robot. In situations where the net amount is less than the sale price or the contractual lease payment, the difference between the net amount and the sale price or lease payment is recognized as revenue.

For the three months ended March 31, 2026, and 2025, the Company recognized $0.2 million and $0.3 million, respectively, in co-creation fees recorded as reduction from revenues for the same periods. For the three months ended March 31, 2026, and 2025, the Company recognized $0.2 million and $0.1 million, respectively, in co-creation fees as marketing expenses for the same periods. All co-creation fees are presented in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Customer Deposits

As of March 31, 2026, the Company held approximately $4.4 million in customer deposits, compared to $4.4 million as of December 31, 2025. These deposits relate to vehicle and robotics reservations under both business and consumer programs.

Business-to-business (“B2B”) reservations are made through pre-order deposit agreements and require fixed, non-refundable deposits that may be applied toward the purchase of a limited number of vehicles. These programs are designed to incentivize volume interest by allowing the deposits to be applied toward the purchase of a limited number of vehicles under future purchase agreements. Business-to-consumer (“B2C”) reservations are typically submitted on a one-to-one basis for a specific vehicle or robotics product, or upon other resolution of the reservations and involve refundable or promotional deposits.

Customer deposits are recorded in Accrued expenses and other current liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets and will be recognized as revenue upon delivery of the vehicle or resolution of the reservation in accordance with the applicable terms.

Deferred Revenue

When vehicle purchase agreements are executed, the consideration for the vehicle and any accompanying products and services must be paid in advance before the transfer of products or services by the Company. Unlike reservation deposits, which may be refundable or non-refundable and are generally received before execution of a purchase agreement, these advance payments relate to executed purchase agreements and are non-refundable. The Company recognizes revenue when control of the vehicle or related services transfers to the customer and defers revenue only when payments are received for undelivered products or services. Deferred revenue represents the total transaction price allocated to performance obligations that remain unsatisfied or partially unsatisfied as of the balance sheet date. As of March 31, 2026 and December 31, 2025 deferred revenue related to products and services were insignificant for both periods.

Cost of Revenue

Automotive Sales Revenue

Cost of automotive sales revenue includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs of tooling and machinery, shipping and logistic costs, vehicle connectivity costs, and reserves for estimated warranty expenses. Cost of automotive sales revenues also includes adjustments to warranty expense.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Cost of services and other revenue includes costs associated with providing non-warranty after-sales services, costs for retail merchandise, and costs to provide vehicle insurance. Cost of services and other revenue also includes direct parts and material. Cost of services and other revenue was insignificant for the three months ended March 31, 2026, and 2025.

Automotive Leasing Program

Cost of automotive leasing revenue includes the depreciation of operating lease vehicles, cost of goods sold associated with direct sales-type leases and warranty expenses related to leased vehicles.

Robotics

Cost of Robotics revenue includes the product costs, freight, and import fees.

Warranties

The Company provides a manufacturer’s warranty on all vehicles sold. The warranty covers the rectification of reported defects via repair, replacement, or adjustment of faulty parts or components. The warranty does not cover any item that fails due to normal wear and tear. This assurance-type warranty does not create a performance obligation separate from the vehicle. Management tracks warranty claims by vehicle ID, owner, and date. As the Company continues to manufacture, assemble, and sell more vehicles it will reassess and evaluate its warranty claims for purposes of its warranty accrual.

Warranty costs related to the Company’s Robotics revenue were insignificant for the three months ended March 31, 2026.


	Three Months Ended March 31,
(in thousands)		2026		2025
Accrued warranty- beginning of period		$	376	$	545
Provision for warranty		85		(56)
Warranty costs incurred		(22)		(45)
Accrued warranty- end of period		$	439	$	444

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years when those temporary differences are anticipated to reverse.

A valuation allowance is established if it is more likely than not that some or all of the deferred tax assets will not be realized. The carrying value of deferred tax assets is adjusted to reflect the amount that is more likely than not to be realized. As of March 31, 2026 and December 31, 2025, the Company maintained a full valuation allowance against its net deferred tax assets, based on the conclusion that it is more likely than not the assets will not be realized.

The Company applies the guidance in ASC 740-10, Income Taxes, to account for uncertain tax positions. This guidance requires a two-step approach: (1) determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation; and (2) measure the tax benefit as the largest amount that is more likely than not to be realized upon settlement. The Company evaluates its tax positions based on a number of factors and may update its assessments as facts and circumstances change.

The Company is subject to taxation in the U.S. federal jurisdiction, the state of California, China, and U.A.E. The income tax provision for each period represents the aggregate estimated tax expense or benefit for these jurisdictions.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) has issued accounting standards updates (“ASUs”) that are not yet adopted by the Company. As a December 31 year-end filer and a Smaller Reporting Company (“SRC”), the Company will adopt these ASUs in accordance with the effective dates applicable to the Company. The Company is currently evaluating the impact of these ASUs on the Company’s financial statements and related disclosures. The following is a summary of recently issued accounting pronouncements not yet adopted by the Company:

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Recently issued accounting pronouncements not yet adopted

In December 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU clarifies when a settlement of a convertible debt instrument should be accounted for as an induced conversion rather than a debt extinguishment. Key provisions include (a) applying a pre-existing-contract approach to assess whether the form and amount of consideration are preserved; and (b) expanding the guidance to cover certain convertible debt instruments not previously convertible. This update is effective for the Company beginning January 1, 2026 (fiscal year and interim periods beginning after December 15, 2025) and will first apply to the Company’s December 31, 2026 Form 10-K. Early adoption is permitted, provided ASU 2020-06 has been adopted.

In December 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires public business entities to disclose additional details about certain expenses in the notes to financial statements, such as inventory purchases, employee compensation, depreciation, and intangible asset amortization. This update is effective for the Company beginning January 1, 2027 (fiscal year and interim periods beginning after December 15, 2026) and will first apply to the Company’s December 31, 2027 Form 10-K (as a public business entity, including SRCs). Early adoption is permitted.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. This ASU (a) revises the master-glossary definition of ‘performance condition’ to include customer-based targets; (b) eliminates the forfeiture-policy election for awards granted to customers unless exchanged for a distinct good or service; and (c) clarifies that the variable-consideration constraint in ASC 606 does not apply to share-based consideration payable to a customer. This update is effective for the Company beginning January 1, 2027 (fiscal year and interim periods beginning after December 15, 2026) and will first apply to the Company’s December 31, 2027 Form 10-K (as a public business entity, including SRCs). Early adoption is permitted.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The new Update removes all references to prescriptive and sequential software development stages and establishes new criteria for the capitalization of internal-use software costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606). This Update addresses stakeholders’ concerns about (1) the application of derivative accounting to contracts with features based on the operations or activities of one of the parties to the contract and (2) the diversity in accounting for share-based noncash consideration from a customer that is consideration for the transfer of goods or services. The amendments are expected to (a) reduce the cost and complexity of evaluating whether contracts with features based on the operations or activities of one of the parties to the contract are derivatives, (b) better portray the economics of those contracts in the financial statements, and (c) reduce diversity in practice resulting from the broad application of the current guidance and changing business environment. The amendments also are expected to reduce diversity in practice by clarifying the applicability of Topic 606, Revenue from Contracts with Customers, to share-based noncash consideration from a customer for the transfer of goods or services. This update is effective for the Company beginning January 1, 2027 (fiscal year and interim periods beginning after December 15, 2026) and will first apply to the Company’s December 31, 2027 Form 10-K (as a public business entity, including SRCs). Early adoption is permitted.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) to improve the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. This will result in a comprehensive list of interim disclosures that are required by GAAP. The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The objective of the amendments is to provide clarity on the current interim reporting requirements. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities. This Update will first apply to the Company’s March 31, 2028 Form 10-Q.

2.Liquidity and Capital Resources and Going Concern

Conditions Raising Substantial Doubt

The Company has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within one year after the date that the Unaudited Condensed Consolidated Financial

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Statements are issued. In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management considered the Company’s recurring losses from operations since inception and continued cash outflows from operating activities. Based on this evaluation, the Company concluded that substantial doubt exists regarding its ability to continue as a going concern for the one-year period following issuance of these Unaudited Condensed Consolidated Financial Statements.

The Company has devoted, and expects to continue to devote, substantial effort and capital resources to strategic planning, engineering, design, and development of its electric vehicle platform, development of vehicle models, completion of the FF aiFactory California manufacturing facility, and capital raising activities. As of March 31, 2026, the Company had an accumulated deficit of $4,743.9 million, unrestricted cash of $12.2 million, and negative working capital of $76.0 million. The Company incurred a net loss of $42.3 million for the three months ended March 31, 2026. This condition, together with the Company’s accumulated deficit and liquidity constraints, contributes to management’s determination that there is substantial doubt about the Company’s ability to continue as a going concern under ASC 205-40.

The Company projects that it will require substantial additional funding to continue operations, advance development and future production planning related to its FF Series program, initiate production of its FX Series vehicles, and continue and expand its robotics production and commercialization activities. Management also considered its cash flow forecast through the one-year assessment period, including expected operating cash outflows, production readiness and commercialization activities for the FX Series and Robotics products, and corporate overhead. The forecast indicates continued liquidity pressure during the assessment period and dependence on timely execution of financing activities. If additional capital is not secured, the Company may not have sufficient resources to meet its obligations or continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery. Although management expects that the launch of the FX Series and the expansion of robotics commercialization activities may support future revenue generation and operational performance, these initiatives are subject to execution, market acceptance, and funding risks, and there can be no assurance that sufficient liquidity will be generated within the next twelve months.

The consolidation of AIXC did not materially improve the Company’s near-term liquidity position or alter its current working capital constraints. Although AIXC may support longer-term business initiatives, it does not alleviate the substantial doubt that exists regarding the Company’s ability to continue as a going concern within the next twelve months.

Management’s Plans

In accordance with ASC 205-40, management has developed plans intended to mitigate the conditions that give rise to substantial doubt. The Company has historically funded operations primarily through the issuance of notes payable, related party convertible notes (see Note 8 and Note 9), and the sale of common stock. Management intends to continue pursuing these funding sources.

The Company has issued various financing arrangements collectively referred to as the SPA Portfolio Notes, including, 2023 Unsecured SPA Notes, Junior Secured SPA Notes, 2024 Unsecured SPA Notes, 2025 March Unsecured SPA Notes, and 2025 July Unsecured SPA Notes. As of March 31, 2026, the SPA Portfolio Notes were in good standing.

As of March 31, 2026, SPA Commitments totaled $739.0 million, of which $517.5 million was funded, $177.2 million expired unfunded, $44.3 million remained to be funded, and $48.0 million in principal was outstanding. Optional Commitments totaled $467.0 million, of which $106.0 million was funded, $327.5 million expired unfunded, $33.5 million remained to be funded, and $7.1 million was outstanding. Remaining amounts are subject to closing conditions, including minimum share price and trading volume requirements.

The Company may be unable to satisfy the closing conditions under the SPA Commitments or obtain additional financing on acceptable terms or at all.

The Company has implemented capital raising initiatives, including its At-The-Market (“ATM”) offering program, subject to authorized share availability and compliance with securities laws and Nasdaq listing requirements.

Operational Context

During 2023, the Company commenced deliveries of the FF 91. The Company is currently manufacturing the FF 91 and plans to manufacture FF 92 models within the FF Series. The FX Series was launched in 2025, beginning with the Super One model, and the Company is currently accepting reservation deposits. Broader production and delivery expansion are expected to occur as production readiness activities are completed.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

In 2025, the Company also advanced initiatives in robotics and intelligent automation and continued developing digital asset initiatives. In 2026, the Company commenced sales of its FX Series vehicles and robotics products. However, these sales remain in the early stages and are not expected to generate sufficient near-term cash flows to fund operations without additional financing.

Equity Issuance Constraints and ATM Program

On September 26, 2023, the Company entered into a sales agreement under its ATM Program permitting aggregate gross sales proceeds of up to $90.0 million, subject to share availability and regulatory compliance.

The Company’s ability to issue additional shares is constrained by authorized share limits and anti-dilution provisions in certain debt and equity instruments, which could increase share issuance requirements.

Strategic Investment

On September 29, 2025, the Company completed its investment in AIXC. This transaction was executed as part of a broader strategy to pursue non-automotive initiatives. AIXC’s historical operations were immaterial to consolidated results for the three months ended March 31, 2026.

Risks Affecting Liquidity

The Company continues to explore financing alternatives; however, delays in securing funding commitments have constrained production activities. Capital raising efforts may be unsuccessful or delayed, and actual professional fees and financing-related costs may exceed management’s projections.

Capital raising efforts remain subject to Nasdaq listing standards, authorized share limitations, and anti-dilution features in existing instruments.

Liquidity is also influenced by supplier payment terms, advance deposit requirements, reliance on third-party partners, and capital market conditions affecting the electric vehicle industry.

Elevated U.S. import tariffs on EV components sourced from China may increase manufacturing costs as production scales. While tariffs did not materially impact 2026 cost of goods sold due to limited production volume, continued reliance on China-based suppliers may increase input costs and funding needs.

Going Concern Determination

Despite management’s plans, the Company’s recurring operating losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern within one year after the date these Unaudited Condensed Consolidated Financial Statements are issued, as contemplated by ASC 205-40.

Basis of Presentation

The Unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the Unaudited Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern.

3.Goodwill Associated with Business Acquisition

In connection with the Company’s September 2025 acquisition of AIXC, the Company recognized goodwill in its consolidated financial statements. In connection with the Company’s September 2025 acquisition of AIXC, the Company recognized goodwill in its consolidated financial statements. There were no business acquisitions during the three months ended March 31, 2026.

The following table summarizes the goodwill recognized in connection with the AIXC acquisition and related impairment activity through March 31, 2026 (amounts in thousands):

Description

Amount

Goodwill acquired at acquisition

30,214

Goodwill impairment recorded during the quarter ended December 31, 2025

(4,450)

Goodwill balance as of December 31, 2025

25,764

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements


Goodwill impairment recorded during the three months ended March 31, 2026	(2,072)
Goodwill balance as of March 31, 2026	$	23,692

All of the goodwill recognized in connection with the acquisition is recorded in the Company’s consolidated financial statements and, for purposes of goodwill impairment testing, was assigned to the reporting unit comprising the AIXC business. The impairment charges were recorded because the carrying amount of that reporting unit exceeded its estimated fair value. The Company determined the fair value of the reporting unit using a market-based approach to calculate its fully diluted market capitalization. The Company adjusted the observed market capitalization by applying a control premium to reflect the value that a market participant would attribute to obtaining a controlling interest in the reporting unit. The control premium was determined based on an analysis of expected synergies and other benefits that a market participant buyer could realize upon obtaining control. During the three months ended March 31, 2026, the Company recorded a goodwill impairment charge of $2.1 million. The Company will continue to evaluate goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable.

4.Inventory, net (current and non current)

Inventory, net, consists of the following as of:


(in thousands)	March 31, 2026		December 31, 2025
Raw materials (net of reserves)	$	5,457	$	8,357
Work in progress	243		395
Finished goods	1,219		199
	$	6,919	$	8,951

Inventory, current portion	$	1,465	$	3,258
Inventory, non-current portion (1)	$	5,454	$	5,693

1) Non-current inventory presented as part of Other non-current assets in the Unaudited Condensed Consolidated Balance Sheets

The inventory reserve was $5.7 million and $21.1 million as of March 31, 2026 and December 31, 2025, respectively. During the three months ended March 31, 2026 the Company decreased its lower-of-cost-and-net-realizable-value inventory reserve by $15.4 million. There was no change in the inventory reserve during the three months ended March 31, 2025. The decrease during the three months ended March 31, 2026 was primarily attributable to the sale of certain battery pack inventory for which a reserve had previously been recorded. As a result, the related inventory reserve was utilized against the carrying value of the inventory disposed of during the period. In connection with this transaction, the Company reduced gross inventory by $17.3 million, utilized $15.4 million of previously recorded inventory reserves, recognized proceeds from the sale of $1.6 million, and recorded a loss on disposal of $0.3 million.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

5.Deposits (current and non-current) and Other Current Assets

Deposits and other current assets consist of the following as of:


(in thousands)	March 31, 2026		December 31, 2025
Deposits




Deposits, current portion	$	13,758	$	10,499
Deposits, non-current portion (1)	12,119		12,457
	$	25,877	$	22,956

	March 31, 2026		December 31, 2025
Other current assets
Prepaid expenses	$	5,645	$	7,117
Other current assets	1,920		1,846
	$	7,565	$	8,963

1) Non-current deposits presented as part of Other non-current assets in the Unaudited Condensed Consolidated Balance Sheets

Deposits for R&D, prototype and production parts, inventory, property and equipment, and other related items are classified as deposits until the related services are provided or goods are received, at which time the amounts are recognized as R&D expense, inventory, or property and equipment, as applicable.

Prepaid expenses primarily consist of software subscriptions and insurance, and Other current assets includes certain deferred expenses.

6.Property, Plant, and Equipment, Net

Property, plant, and equipment, net, consists of the following as of:


(in thousands)	March 31, 2026		December 31, 2025
Land, buildings and building improvements	$	77,803	$	78,218
Computer hardware	2,603		2,603
Tooling, machinery and equipment	120,502		120,792
Vehicles	699		699
Lease vehicles	1,390		1,390
Computer software	4,339		4,339
Construction in process	8,541		8,500
	215,877		216,541
Less: Accumulated depreciation	(68,945)		(61,238)
	$	146,932	$	155,303

Depreciation and amortization expense, related to property, plant, and equipment, totaled $8.1 million and $17.5 million for the three months ended March 31, 2026, and 2025, respectively. For the three months ended March 31, 2026, the Company disposed of property, plant, and equipment, with a gross value of approximately $0.7 million. For the three months ended March 31, 2025, the Company disposed of property, plant, and equipment, with a gross value of approximately $0.8 million.

Substantially all of the Company's assets, including property, plant and equipment, are subject to liens under various financing arrangements. See Note 8, Notes Payable, and Note 10, Other Financing Liabilities, for further details.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

7.Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities—which include both third-party and related-party balances—comprise the following items as of:


(in thousands)		March 31, 2026		December 31, 2025
Accrued payroll and benefits		$	22,035	$	22,428
Accrued legal contingencies (1)		2,921		3,238
Customer deposits		4,429		4,385
Accrued liabilities with related parties		12,988		13,178
Other current liabilities		12,749		15,449
		$	55,122	$	58,678


1.	The Company records an accrual for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. See Note 12, Commitments and Contingencies for additional information regarding legal contingencies.

8.Notes Payable

The Company has entered into notes payable agreements with third parties. The tables below summarize these agreements as of March 31, 2026 and December 31, 2025, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.

On September 29, 2025, the Company obtained control of AIXC. Accordingly, AIXC’s assets and liabilities, including its outstanding debt instruments, have been consolidated as of September 29, 2025. The inclusion of AIXC’s debt in the consolidated balances below reflects the fair value of such obligations recognized upon initial consolidation.

Most of the Company’s notes payable are accounted for under the fair value option in accordance with ASC 825, with changes in fair value recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. For instruments measured at fair value, no effective interest rate is presented, as changes in fair value capture all economic returns associated with these debt instruments. Although the stated interest rates on the SPA Portfolio Notes are 10% or 15%, the Company’s effective cost of capital is substantially higher. Each SPA Portfolio Note permits the holder to settle in shares at a value exceeding the stated principal and accrued interest. In addition, each noteholder receives an SPA Portfolio Warrant, and certain holders receive an Incremental Warrant. These settlement features and additional instruments have significant value and materially increase the effective cost of capital above the stated rates. Further, these instruments carry high interest rate structures and embedded economics that can result in a loss on issuance. The financial impact of the SPA Portfolio Notes is reflected in the change in fair value and loss on extinguishment line items in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements



	March 31, 2026
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
2023 Unsecured SPA Notes	Various through March 2032	10	%	-	15%	$	4,753	$	78	$	(475)	$	4,356
Junior Secured SPA Notes	Various through December 2030	10%				7,107		156		—		7,263
2024 Unsecured SPA Notes	July 2030	10%				33		7		—		40
2025 March Unsecured SPA Notes	Various through March 2031	10%				8,538		(2,393)		(2,703)		3,442
2025 July Unsecured SPA Notes	August 2030	10%				29,193		(422)		(5,993)		22,778
Unsecured Convertible Notes	Various dates in 2026	4.27%				5,500		(1,361)		—		4,139
Notes payable – China other	Due on Demand	—%				4,349		—		—		4,349


						$	59,473	$	(3,935)	$	(9,171)	$	46,367


Notes payable, current portion												$	4,349
Notes payable, long-term portion												$	42,018


	December 31, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates			Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value

2023 Unsecured SPA Notes	Various through November 2031	10%	-	15%	8,100		(622)		(810)		6,668
Junior Secured SPA Notes	Various through December 2030	10%			12,107		(705)		—		11,402
2024 Unsecured SPA Notes	Various through December 2030	10%			6,070		(252)		—		5,818
2025 March Unsecured SPA Notes	Various dates in 2030	10%			5,508		(1,096)		(2,304)		2,108
2025 July Unsecured SPA Notes	August 2030	10%			37,592		(3,079)		(7,717)		26,796
Unsecured Convertible Notes	June 2026	4.27%			5,000		(1,558)		—		3,442
Notes payable – China other	Due on Demand	—%			4,290		—		—		4,290
2025 Convertible Note - AICX	January 2026	—%			132		32		(22)		142


					$	78,799	$	(7,280)	$	(10,853)	$	60,666

Notes payable, current portion											$	4,432
Notes payable, long-term portion											$	56,234

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Roll Forward of the Fair Value of Notes payable

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2025 to March 31, 2026 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Debt
(in thousands)	2023 Unsecured SPA Notes		Unsecured Convertible Notes		Junior Secured SPA Notes		2024 Unsecured SPA Notes		2025 March Unsecured SPA Notes		2025 July Unsecured SPA Notes		Notes payable – China other		2025 Convertible Note - AIXC		Total
Balance as of December 31, 2025 (a)	$	6,668	$	3,442	$	11,402	$	5,818	2,108		26,796		$	4,290	$	142	$	60,666
New Issuances (b)	3,600		376		—		—		1,903		—		—		—		5,879

Repayment of Debt (c)	—		—		—		—		—		—		—		(132)		(132)

Conversion of Debt to Equity (d)	(6,724)		—		(5,146)		(6,300)		(656)		(6,491)		—		—		(25,317)


Fair Value Adjustments of Debt (e)	812		321		1,007		522		87		2,473		—		(10)		5,212


Other Adjustments (f)	—		—		—		—		$	—	—		59		—		59
Balance as of March 31, 2026 (g)	$	4,356	$	4,139	$	7,263	$	40	$	3,442	$	22,778	$	4,349	$	—	$	46,367



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2025.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $3,341 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amounts during the period.

(d) Fair value of debt converted into equity during the period.


(f) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Line-item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $1,160 thousand, which are separately identifiable from the fair value adjustments noted above. Instruments with a zero balance in this line are carried at amortized cost; the fair value option was not elected for such instruments.


(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2026.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2024 to March 31, 2025 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Junior Secured SPA Notes		2024 Unsecured SPA Notes		2025 March Unsecured SPA Notes		2025 July Unsecured SPA Notes		Notes payable – China other		Auto Loans		Total
Balance as of December 31, 2024 (a)	$	5,457	$	6,716	$	26,059	$	7,032	$	—	$	—	$	4,173	$	51	$	49,488
New Issuances (b)	—		—		—		11,096		807		—		—		—		11,903

Repayment of Debt, including periodic interest on debt carried at fair value (c)	—		—		—		—		—		—		—		(6)		(6)

Conversion of Debt to Equity (d)	(589)		(4,692)		(9,564)		—		—		—		—		—		(14,845)


Fair Value Adjustments of Debt (e)	(2,479)		(2,024)		(10,435)		(6,798)		(44)		—		—		—		(21,780)


Other Adjustments (f)	—								—		—		(41)		(45)		(86)
Balance as of March 31, 2025 (g)	$	2,389	$	—	$	6,060	$	11,330	$	763	$	—	$	4,132	$	—	$	24,674



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $10,097 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amount and periodic interest, where fair value option is elected, during the period.

(d) Fair value of debt converted into equity during the period.


(f) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and call option derivatives in the Consolidated Statements of Operations. Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $429 thousand, which are separately identifiable from the fair value adjustments noted above. Instruments with a zero balance in this line are carried at amortized cost; the fair value option was not elected for such instruments.


(f) Miscellaneous changes not captured in other columns, such as currency adjustments.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Schedule of Principal Maturities of Notes Payable

The future scheduled principal maturities of Notes payable as of March 31, 2026, are as follows:


(in thousands)
Due on demand	$	4,349



2026	5,500
2027	—
2028	—
2029	—
2030	36,334
Thereafter	13,290
	$	59,473

The Company has issued various financing arrangements, including secured and unsecured notes, convertible notes, and loans. These are categorized as follows: (i) Secured SPA Notes; (ii) 2023 Unsecured SPA Notes; (iii) Unsecured Convertible Notes; (iv) Junior Secured SPA Notes; (v) 2024 Unsecured SPA Notes; (vi) 2025 March Unsecured SPA Notes; (vii) 2025 July Unsecured SPA Notes; (viii) Notes payable – China other; and (ix) Auto loans. In addition, during the three months ended March 31, 2026, the Company consolidated AIXC, and accordingly recognized AIXC’s outstanding debt instruments at fair value as of the consolidation date. These obligations are included within the categories presented above.

Below is a discussion of the terms, amendments, letter agreements, and financial impacts for each category of debt.

Secured SPA Notes

Overview and Terms

The Secured SPA Notes were issued under the securities purchase agreement (the “Secured SPA”) dated August 14, 2022, with FF Simplicity Ventures LLC (“FFSV”) acting as administrative agent, collateral agent, and purchaser, along with additional purchasers. These senior secured convertible notes are supported by a second lien on substantially all of the Company’s assets and are guaranteed by the Company’s domestic subsidiaries.

The Secured SPA Notes bear an annual interest rate of 10%, increasing to 15% if interest is paid in shares of Class A Common Stock. Principal and interest are due at maturity, unless converted earlier pursuant to the Secured SPA Notes’ conversion privileges. The Secured SPA Notes mature six years from each date of issuance. Issued at a 10% original issue discount, these notes are convertible into Class A Common Stock at the lesser of a fixed conversion price or 90% of the lowest volume-weighted average price (“VWAP”) for the trading day immediately prior to the conversion date. The Secured SPA Notes are subject to full ratchet anti-dilution price protection; at the time of the final conversions the fixed price conversion price was $1.16. There were no outstanding Secured SPA Notes, as of March 31, 2026.

In connection with the issuance of the Secured SPA Notes, the Company also granted to each purchaser a warrant (the “Secured SPA Warrants”) to purchase shares of Class A Common Stock equal to 33% of the shares issuable upon conversion of the aggregate principal amount under the Secured SPA Notes funded. The Secured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the Secured SPA Notes. The Secured SPA Warrants are indexed to the Company’s Class A Common Stock and, as such, meet the scope exception in ASC 815-40 to be classified within equity.

The Company elected the fair value option afforded by ASC 825, Financial Instruments, with respect to the Secured SPA Notes because the notes include features, such as a contingently exercisable put option, that meet the definition of an embedded derivative. The Company expenses transaction costs to Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company also elected to apply the fair value option for all other SPA Portfolio Notes.

Summary of Secured SPA Notes Activity

As of March 31, 2026 and December 31, 2025, the fair value of the Secured SPA Notes was zero.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

There was no activity related to the Secured SPA Notes during the three months ended March 31, 2026. During the three months ended March 31, 2025 the Company received zero cash proceeds, after original issue discounts, respectively, in exchange for the issuance of Secured SPA Notes. During the same period, the Company converted debt with a principal amount of $0.6 million into 602,902 shares of Class A Common Stock. The conversion of Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $0.3 million. For the three months ended March 31, 2025, the Company recognized a gain of $2.5 million, from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2023 Unsecured SPA Notes

Overview and Terms

Pursuant to that certain Securities Purchase Agreement dated May 8, 2023, (the “2023 Unsecured SPA”) by and between the Company and the investors party thereto, including Metaverse Horizon Limited (“MHL”), a related party, the Company issued certain unsecured convertible promissory note (the “2023 Unsecured SPA Notes”). These 2023 Unsecured SPA Notes are unsecured and have terms similar to the Secured SPA Notes, except they lack collateral backing.

The 2023 Unsecured SPA Notes bear an annual interest rate of 10%, increasing to 15%, if interest is paid in shares of Class A Common Stock. Principal and interest are due at maturity, unless converted earlier pursuant to the 2023 Unsecured SPA Notes’ conversion privileges. Issued at a 10% original issue discount, these notes are convertible into the Company’s Class A Common Stock at the lesser of a fixed conversion price or 90% of the VWAP for the trading day immediately prior to the conversion date. The 2023 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2026 the fixed conversion price was $1.16 or $8,568 depending on the tranche outstanding. The 2023 Unsecured SPA Notes mature primarily six years from each date of issuance.

In connection with the issuance of the 2023 Unsecured SPA Notes, the Company also granted to each purchaser a warrant (the “2023 Unsecured SPA Warrants”) to purchase shares of Class A Common Stock equal to 33% of the shares issuable upon conversion of the aggregate principal amount under the Secured SPA Notes funded. The 2023 Unsecured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the 2023 Unsecured SPA Notes. The 2023 Unsecured SPA Warrants are indexed to the Company’s Class A Common Stock and, as such, meet the scope exception in ASC 815-40 to be classified within equity.

Anti-Dilution Adjustments

During the year ended December 31, 2025, the Company entered into several dilutive sale and purchase transactions through issuance of Junior Secured SPA Notes, 2024 Unsecured SPA Notes, March 2025 Unsecured Notes and July 2025 Unsecured Notes. These transactions triggered the full ratchet anti-dilution price protection for the 2023 Unsecured SPA Notes issued prior to each respective dilutive transaction. Accordingly, as of March 31, 2026, the conversion price of outstanding 2023 Unsecured SPA Notes was either $1.16 or $8,568, depending on the timing of each tranche relative to the dilutive issuances. Tranches issued subsequent to such dilutive transactions were not subject to the ratchet adjustments and retain their original fixed conversion price of $8,568.

Summary of 2023 Unsecured SPA Notes Activity

As of March 31, 2026, the fair value of the outstanding 2023 Unsecured SPA Notes was $4.4 million, compared to $6.7 million as of December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company received net cash proceeds of $3.6 million and zero, respectively, after original issue discounts, in exchange for the issuance of 2023 Unsecured SPA Notes. During the same periods, the Company converted debt with a principal amount of $7.3 million and $4.4 million into 22,566,836 and 4,167,764 shares of Class A Common Stock, respectively. The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $2.5 million and $2.8 million for each period, respectively. For the three months ended March 31, 2026 and 2025, the Company recognized a loss of $0.8 million and a gain $2.0 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Unsecured Convertible Notes

Overview and Terms

During the year ended December 31, 2025 and the three months ended March 31, 2026, the Company issued unsecured convertible notes (the “Unsecured Convertible Notes”) to a third party investor. These Unsecured Convertible Notes, mature six months from issuance, accrue interest at 4.27% and are convertible into 2025 July Unsecured SPA Notes upon the subsequent closing of such Notes.

In 2024, the Company issued unsecured convertible notes (the “Unsecured Convertible Notes”) to various investors, including MHL, a related party. These Unsecured Convertible Notes, mature three months from issuance, accrue interest at 4.27% and are convertible at issuance into Class A Common Stock, certain SPA Portfolio Notes, or a future security purchase agreement issued by the Company. The activity below does not include related parties activity, discussed separately in Note 9, Related Party Transactions.

The Company elected the fair value option afforded by ASC 825, Financial Instruments, with respect to the Unsecured Convertible Notes because the notes are exchangeable into SPA Portfolio Notes and the Company expects that to be how the Unsecured Convertible Notes settle. The Company expenses transaction costs to Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Summary of Unsecured Convertible Notes Activity

As of March 31, 2026, the fair value of the outstanding Unsecured Convertible Notes was $4.1 million, compared to $3.4 million as of December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company received net cash proceeds of $0.5 million and zero, respectively, after original issue discounts, in exchange for the issuance of Unsecured Convertible Notes. During the same periods, the Company neither converted any Unsecured Convertible Notes into shares of Class A Common Stock, nor incurred gain or a loss on extinguishment for each period. For the three months ended March 31, 2026 and 2025, the Company recognized a loss of $0.3 million and zero, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Junior Secured SPA Notes

Overview and Terms

Pursuant to that certain Securities Purchase Agreement dated September 5, 2024 by and between the Company and the investors party thereto (the “Junior Secured SPA”), the Company issued certain secured convertible promissory notes (the “Junior Secured SPA Notes”). These Junior Secured SPA Notes are secured by a second-priority lien on certain assets and bear an annual interest rate of 10%. Principal and interest are payable at maturity or at each conversion date. The notes are convertible along with accrued interest into Class A Common Stock at the lesser of (a) a fixed conversion price or (b) the greater of (1) the floor price, $1.05, or (2) the average VWAP of the common stock for the five previous trading days. Junior Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2026 the fixed conversion price was $0.26 or $5.24 for different tranches outstanding. These notes mature on various dates through December 2030.

The original Junior Secured SPA Investors were given warrants (the “Junior SPA Warrants”) equal to 100% of the shares issuable upon conversion of the aggregate principal amount under the Junior Secured SPA Note funded. The Junior SPA Warrants are exercisable immediately with a term of five years. The Company issued to the placement agent for the transaction a warrant (the “Placement Agent Warrant”) identical to that of the Junior Secured SPA Investors for 202,768 shares of Common Stock, exercisable immediately. These warrants are subject to the same full ratchet anti-dilution price protection as the Junior Secured SPA Notes. As of March 31, 2026, the Company’s Junior Secured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

The Junior Secured SPA Investors were issued incremental warrants (the “Junior Secured SPA Incremental Warrants”) to purchase additional Junior Secured SPA Notes up to the amounts originally funded under their original Junior Secured SPA Note commitments. The Junior Secured SPA Incremental Warrants, presented in the Unaudited Condensed Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one-year term. They allow the purchase of the respective notes at an exercise price equal to the principal amount of the notes issued to the investor, subject to full ratchet anti-dilution price protection, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, or

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Notes to the Unaudited Condensed Consolidated Financial Statements

similar transactions. There were no Junior Secured SPA Incremental Warrants outstanding as of March 31, 2026.

Amendments and Modifications

•Letter Agreements: On January 28, 2025, the Company entered into a letter agreement (the “September Letter Agreement”) with certain Junior Secured SPA Investors. These investors agreed not to convert outstanding notes below the initial $5.24 conversion price prior to the Company’s receipt of stockholder approval for the issuance of the Junior Secured SPA Notes, Junior SPA Warrants and Junior SPA Incremental Warrants. In return, the Company agreed to issue “True-Up Shares” after approval to adjust for any pre-approval conversions, based on a formula considering accrued interest and market pricing. The September Letter Agreement include a provision preventing the issuance of shares of common stock underlying the applicable securities if the Company's available authorized stock is insufficient. However, the Company must deliver the shares once a sufficient number of authorized but unissued shares becomes available.

Anti-Dilution Adjustments

On December 21, 2024, the Company entered into the 2024 Unsecured SPA (as defined below), pursuant to which the Company issued certain 2024 Unsecured SPA Notes to the purchasers party thereto, which triggered the full ratchet anti-dilution price protection in the Junior Secured SPA Notes and Junior Secured SPA Warrants. The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $1.16 was less than the Junior Secured SPA Notes conversion and Junior Secured SPA Warrant exercise price.

During the year ended December 31, 2025, the Company issued additional 2024 Unsecured SPA Notes upon the exercise of 2024 Unsecured SPA Incremental Warrants with a stated conversion price of $1.16. These transactions triggered the full ratchet anti-dilution provisions for any incremental Junior Secured SPA Notes issued prior to such dilutive issuances, maintaining the ratcheted fixed conversion price at $1.16.

During the three months ended March 31, 2026 the Company converted certain 2023 Unsecured SPA Notes at conversion prices below $1.16, constituting further dilutive issuances that triggered the full ratchet anti-dilution provisions of Junior Secured SPA Notes, issued prior to the issuance of the respective 2023 Unsecured SPA Note whose conversions gave rise to the ratchet adjustments. As a result, the fixed conversion price of those Junior Secured SPA Notes was reduced to $0.26 as of March 31, 2026. Junior Secured SPA Notes issued subsequent to the issuance of the relevant 2023 Unsecured SPA Note were not subject to these ratchet adjustments and retain their original fixed conversion price of $5.24.

Summary of Junior Secured SPA Notes Activity

As of March 31, 2026, the fair value of the Junior Secured SPA Notes was $7.3 million, compared to $11.4 million as of December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company received no net cash proceeds, after original issue discounts, in exchange for the issuance of Junior Secured SPA Notes. During the same periods, the Company converted debt with a principal amount of $5.0 million and $15.4 million into 15,368,021 and 13,958,070 shares of Class A Common Stock, respectively. The conversion of Junior Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $0.8 million and $12.8 million, for each period. For the three months ended March 31, 2026, and 2025, the Company recognized a loss of $1.0 million and a gain of $10.4 million, respectively, from the fair value remeasurement of Junior Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2024 Unsecured SPA Notes

Overview and Terms

The 2024 Unsecured SPA Notes were issued under a securities purchase agreement (the “2024 Unsecured SPA”) dated December 21, 2024, by and between the Company and the investors party thereto. These notes bear an annual interest rate of 10%. Principal and interest are payable at maturity or at each conversion date. The notes are convertible along with accrued interest into Class A Common Stock at the lesser of (a) a fixed conversion price, which was $1.16 at issuance, or (b) the greater of (1) the floor price, $1.05, or (2) the lowest one-day VWAP of the common stock for the five previous trading days. 2024 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2026 the fixed conversion price of the outstanding 2024 Unsecured SPA Notes was $0.24. These notes mature in July 2030.

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Notes to the Unaudited Condensed Consolidated Financial Statements

The original 2024 Unsecured SPA Investors were issued warrants (the “2024 Unsecured SPA Warrants”) equal to 100% of the shares issuable upon conversion of the aggregate principal amount under the 2024 Unsecured SPA Notes (defined below) purchased by such 2024 Unsecured SPA Investor. The 2024 Unsecured SPA Warrants are exercisable immediately with a term of five years. 2024 Unsecured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the 2024 Unsecured SPA Notes. As of March 31, 2026, the Company’s 2024 Unsecured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

The original 2024 Unsecured SPA Investors were issued incremental warrants (the “2024 Unsecured SPA Incremental Warrants”) to purchase additional 2024 Unsecured SPA Notes up to the amounts originally funded under their original 2024 Unsecured SPA Note commitments. The 2024 Unsecured SPA Incremental Warrants, presented in the Unaudited Condensed Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one-year term. They allow the purchase of the respective notes at an exercise price equal to the principal amount of the notes issued to the investor, subject to full ratchet anti-dilution price protection, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, or similar transactions. See Note 15, Fair Value of Financial Instruments for further details on the 2024 Unsecured SPA Incremental Warrants. There were no 2024 Unsecured SPA Incremental Warrants outstanding as of March 31, 2026.

Amendments and Modifications

•Letter Agreements: On January 28, 2025, the Company entered into a letter agreement (the “December Letter Agreement”) with certain 2024 Unsecured SPA Investors, modifying terms related to their previously disclosed investment. These investors agreed not to convert outstanding notes below the initial $1.16 conversion price before stockholder approval for the issuance of the 2024 Unsecured SPA Notes, 2024 Unsecured SPA Warrants and 2024 Unsecured Incremental Warrants. The Company agreed to issue True-Up Shares post-approval using an adjustment formula. Additionally, if a resale registration statement becomes effective, and the conversion price exceeds the prior day's closing bid price, the conversion price will be adjusted downward. The December Letter Agreement includes a provision preventing the issuance of shares of common stock underlying the applicable securities if the Company's available authorized stock is insufficient. However, the Company must deliver the shares once sufficient stock becomes available.

Anti-Dilution Adjustments

During the three months ended March 31, 2026 the Company converted certain 2023 Unsecured SPA Notes and 2025 July Unsecured SPA Notes (as defined below) at conversion prices below $1.16, constituting dilutive issuances that triggered the full ratchet anti-dilution provisions of 2024 Unsecured SPA Notes, issued prior to the issuance of the respective 2023 Unsecured SPA Notes and 2023 Unsecured SPA Notes whose conversions gave rise to the ratchet adjustments. As a result, the fixed conversion price of outstanding 2024 Unsecured SPA Notes was reduced to $0.24 as of March 31, 2026.

Summary of 2024 Unsecured SPA Notes Activity

As of March 31, 2026, the fair value of the 2024 Unsecured SPA Notes was zero million, compared to $5.8 million as of December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company received net cash proceeds of zero and $20.0 million, respectively, after original issue discounts, in exchange for the issuance of 2024 Unsecured SPA Notes. During the same periods, the Company converted debt with a principal amount of $6.0 million and zero into 11,463,298 and zero shares of Class A Common Stock, respectively. The conversion of 2024 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $0.6 million and zero, for each period, respectively. For the three months ended March 31, 2026 and 2025, the Company recognized a loss of $0.5 million and a gain of $6.8 million, respectively, from the fair value remeasurement of 2024 Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2025 March Unsecured SPA Notes

Overview and Terms

On March 21, 2025, the Company entered into a securities purchase agreement (the “2025 March Unsecured SPA”) with certain accredited investors, including MHL a related party (collectively, the “2025 March Unsecured SPA Investors”), pursuant to which the Company agreed to issue and sell an aggregate of $41.0 million in principal amount of senior unsecured

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Notes to the Unaudited Condensed Consolidated Financial Statements

convertible promissory notes (the “2025 March Unsecured SPA Notes”). The 2025 March Unsecured SPA will be completed in four closings, each subject to specified closing conditions including minimum trading price and volume thresholds. The activity below does not include related party activity, discussed separately in Note 9, Related Party Transactions.

The 2025 March Unsecured SPA Notes mature in five years from the date of issuance and bear interest at a fixed rate of 10% per annum. Interest is payable on each conversion date or at maturity and may be settled in cash, shares of Class A common stock, or a combination thereof, at the Company’s election and subject to certain conditions. In the event of a default, the interest rate increases to 18% per annum. The Company may redeem the notes at a premium of 10% over the greater of (i) the value of the shares otherwise issuable upon conversion and (ii) the value of the note’s outstanding principal. In a bankruptcy-related default, the notes are redeemable at a 25% premium, unless waived by the holder.

The 2025 March Unsecured SPA Notes are convertible at the option of the holder into shares of the Company’s Class A common stock at an initial fixed conversion price of $1.29 per share, subject to customary anti-dilution adjustments and full ratchet anti-dilution price protection. The number of shares issuable upon conversion is determined by dividing the outstanding principal and accrued interest, together with an 8% premium, by the conversion price. The notes also include an alternate conversion feature that permits the holder to convert at the lower of (i) the then-effective conversion price or (ii) the greater the floor price then in effect and the lowest VWAP of the Class A common stock during the five trading days immediately preceding the conversion notice. If a conversion under the alternate mechanism would result in issuance below the floor price, the Company must either settle the difference in cash or increase the principal balance of the note by the shortfall amount. The floor price is subject to reduction at the Company's discretion and was $1.048 per share as of March 31, 2026.

The 2025 March Unsecured SPA Investors were issued warrants (the “2025 March Unsecured SPA Warrants”) equal to 100% of the shares issuable upon conversion of the aggregate principal amount under the 2025 March Unsecured SPA Notes funded, calculated using the initial conversion price of the 2025 March Unsecured SPA Notes. The 2025 March Unsecured SPA Warrants are exercisable immediately with a term of five years. The 2025 March Unsecured SPA Warrants are subject to a full ratchet anti-dilution price protection similar to that applicable to the 2025 March Unsecured SPA Notes. As of March 31, 2026, the Company’s issued 2025 March Unsecured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40. In addition, the Company had received cash proceeds related to certain 2025 March Unsecured SPA closings for which the issuance of the related notes and warrants had not yet been completed. The obligation to issue these warrants is recorded at fair value as a warrant liability on the Condensed Consolidated Balance Sheet. Upon issuance, the liability will be reclassified to equity, provided the warrants continue to meet the equity classification criteria under ASC 815-40.

The 2025 March Unsecured SPA Investors were issued incremental warrants (the “2025 March Unsecured SPA Incremental Warrants”) to purchase additional 2025 March Unsecured SPA Notes up to the amounts funded under their 2025 March Unsecured SPA commitments. The 2025 March Unsecured SPA Incremental Warrants, presented in the Unaudited Condensed Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a five-year term. They allow the purchase of the respective notes at an exercise price equal to the principal amount of the notes issued to the investor, subject to full ratchet anti-dilution price protection, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, or similar transactions. See Note 15, Fair Value of Financial Instruments for further details on the 2025 March Unsecured SPA Incremental Warrants.

The 2025 March Unsecured SPA Investors received a number of shares of Series B Preferred Stock equal to the lesser of (i) the number of shares of common stock into which such purchaser’s notes are convertible, and (ii) such purchaser’s pro rata share (based on commitment percentage) of an aggregate cap of 9,000,000 shares of Series B Preferred Stock. See Note 13 Stockholders’ Equity for further details on the shares of Series B Preferred Stock.

The activity below does not include related party transactions, which are discussed separately in Note 9, Related Party Transactions.

Amendments and Modifications

On May 15, 2025, the Company entered into a Waiver and Amendment Agreement (the “SPA Waiver”) with the 2025 March Unsecured SPA Investors. The SPA Waiver modified certain registration and closing conditions provisions under the SPA, as described below.

Under the SPA Waiver, the Investors agreed that the Company is required to register for resale on the initial registration statement (the “Initial Registration Statement”) only the shares of Class A common stock issuable upon conversion of the 2025 March Unsecured SPA Notes issued at the first closing. The Company is not required to register on the Initial Registration Statement any shares issuable upon exercise of the 2025 March Unsecured SPA Warrants or 2025 March Unsecured SPA

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Notes to the Unaudited Condensed Consolidated Financial Statements

Incremental Warrants or securities issued in subsequent closings. However, the Company agreed to use commercially reasonable efforts to file a subsequent registration statement to cover (i) the remaining shares underlying the 2025 March Unsecured Notes, 2025 March Unsecured SPA Warrants, and 2025 March Unsecured SPA Incremental Warrants within 45 calendar days after the later of (a) the effectiveness of the Initial Registration Statement or (b) the date an Investor requests registration, and (ii) shares issuable under instruments from any subsequent closing within 45 calendar days after the later of (a) the effectiveness of the Initial Registration Statement or (b) the applicable closing date.

Under the original terms of the 2025 March Unsecured SPA, if the conditions to a subsequent closing were not satisfied by the scheduled closing date, the closing could be delayed for up to twenty (20) business days. Pursuant to the SPA Waiver, the SPA was amended to provide that if, during such 20-business-day deferral period, the closing price of the Company’s Class A common stock is below $1.00, the applicable subsequent closing shall instead occur within twenty (20) business days following the first trading day on which the closing price equals or exceeds $1.00.

In addition, the Company obtained the right, at its sole discretion, to reduce the portion of a 2025 March Unsecured SPA Investor’s purchase amount to be funded at any individual closing, provided that no such investor’s aggregate commitment is reduced.

Note Conversion and exercise price re-set

Pursuant to the terms of the 2025 March Unsecured SPA, on May 28, 2025, the fixed conversion price of the 2025 March Unsecured SPA Notes and the exercise price of the related common stock warrants were reset to 100% and 120%, respectively, of the closing price of the Company’s Class A common stock on the trading day immediately prior to the receipt of stockholder approval for the related private placement. As a result, the fixed conversion price and warrant exercise price of the 2025 March Unsecured SPA instruments re-set to $1.22 and $1.464, respectively.

Summary of 2025 March Unsecured SPA Notes Activity

As of March 31, 2026, the fair value of the outstanding 2025 March Unsecured SPA Notes, was $3.4 million compared to $2.1 million as of December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company received net cash proceeds of $4.7 million and $2.0 million, respectively, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes. During the same periods, the Company converted debt with a principal amount of $1.7 million and zero into 1,837,760 and zero shares of Class A Common Stock, respectively. The conversion of 2025 March Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $1.3 million and zero, for each period. For the three months ended March 31, 2026 and 2025, the Company recognized a loss of $0.1 million and an immaterial gain, respectively, from the fair value remeasurement of 2025 March Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2025 July Unsecured SPA Notes

Overview and Terms

On July 14, 2025, the Company entered into a securities purchase agreement (the “2025 July Unsecured SPA”) with certain accredited investors (collectively, the “2025 July Unsecured SPA Investors”), pursuant to which the Company agreed to issue and sell an aggregate of $82.0 million in principal amount of senior unsecured convertible promissory notes (the “2025 July Unsecured SPA Notes”). The 2025 July Unsecured SPA will be completed in two closings, each subject to specified closing conditions including minimum trading price and volume thresholds.

The 2025 July Unsecured SPA Notes mature five years from the date of issuance and bear interest at a fixed rate of 10% per annum. Interest is payable on each conversion date or at maturity and may be settled in cash, shares of Class A common stock, or a combination thereof, at the Company’s election and subject to certain conditions. In the event of a default, the interest rate increases to 18% per annum. The Company may redeem the notes at a premium of 10% over the greater of (i) the value of the shares otherwise issuable upon conversion and (ii) the value of the note’s outstanding principal. In a bankruptcy-related default, the notes are redeemable at a 25% premium, unless waived by the holder.

The 2025 July Unsecured SPA Notes are convertible at the option of the holder into shares of the Company’s Class A common stock at an initial fixed conversion price of $1.75 per share, subject to customary anti-dilution adjustments and full ratchet anti-dilution price protection. The number of shares issuable upon conversion is determined by dividing the outstanding

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Notes to the Unaudited Condensed Consolidated Financial Statements

principal and accrued interest, together with an 8% premium, by the conversion price. The notes also include an alternate conversion feature that permits the holder to convert at the lower of (i) the then-effective conversion price or (ii) the greater the floor price and the lowest VWAP of the Class A common stock during the five trading days immediately preceding the conversion notice. If a conversion under the alternate mechanism would result in issuance below the floor price, the Company must either settle the difference in cash or increase the principal balance of the note by the shortfall amount. The floor price is subject to reduction at the Company's discretion and was $0.20 per share as of March 31, 2026.

The 2025 July Unsecured SPA Investors were issued warrants (the “2025 July Unsecured SPA Warrants”) equal to 33% of the shares issuable upon conversion of the aggregate principal amount under the 2025 July Unsecured SPA Notes funded. The 2025 July Unsecured SPA Warrants are exercisable immediately with a term of five years. The 2025 July Unsecured SPA Warrants are subject to a full ratchet anti-dilution price protection similar to that applicable to the 2025 July Unsecured SPA Notes. As of March 31, 2026, the Company’s 2025 July Unsecured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

The 2025 July Unsecured SPA Investors received a number of shares of Series B Preferred Stock equal to the lesser of (i) the number of shares of common stock into which such purchaser’s notes are convertible, and (ii) such purchaser’s pro rata share (based on commitment percentage) of an aggregate cap of 6,813,785 shares of Series B Preferred Stock. See Note 13 Stockholders’ Equity for further details on the shares of Series B Preferred Stock.

Amendments and Modifications

On August 21, 2025, the Company and the required purchasers under the 2025 July Unsecured SPA entered into an amendment to the 2025 July Unsecured SPA. Pursuant to the amendment, the aggregate Note Commitment Amount under the 2025 July Unsecured SPA was increased from $82.0 million to $83.5 million, and the Commitment Annex to the 2025 July Unsecured SPA was amended and restated in its entirety to reflect such increase.

Note Conversion and exercise price re-set and conversion floor reduction

Pursuant to the terms of the 2025 July Unsecured SPA Notes, on September 19, 2025, the fixed conversion price of the 2025 July Unsecured SPA Notes and the exercise price of the related common stock warrants were reset to 100% and 120%, respectively, of the closing price of the Company’s Class A common stock on the trading day immediately prior to the receipt of stockholder approval for the related private placement. As a result, as of March 31, 2026, the fixed conversion price and warrant exercise price of the 2025 July Unsecured SPA instruments were $1.68 and $2.02, respectively. This reset did not trigger any price-based anti-dilution provisions of other outstanding convertible instruments.

During the three months ended March 31, 2026, the Company exercised its contractual right to reduce the conversion price floor of the 2025 July Unsecured SPA Notes on multiple occasions, with the final reduction to $0.20 on March 30, 2026. Conversions during the period were effected pursuant to the alternate conversion feature at prices below the stated conversion price of $1.68. These below-market conversions constituted dilutive issuances and triggered the full ratchet anti-dilution provisions of the outstanding 2024 Unsecured SPA Notes.

Summary of 2025 July Unsecured SPA Notes Activity

As of March 31, 2026, the fair value of the outstanding 2025 July Unsecured SPA Notes, was approximately $22.8 million compared to $26.8 million as of December 31, 2025.

During the three months ended March 31, 2026, the Company received no net cash proceeds, after original issue discounts, in exchange for the issuance of 2025 July Unsecured SPA Notes. During the same period, the Company converted debt with a principal amount of $8.4 million into 31,088,473 shares of Class A Common Stock. The conversion of 2025 July Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $3.2 million. For the three months ended March 31, 2026, the Company recognized a loss of $2.5 million from the fair value remeasurement of 2025 July Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no transactions involving 2025 July Unsecured SPA Notes during the three months ended March 31, 2025 as the 2025 July Unsecured SPA Notes had not yet been issued.

2025 Convertible Note - AIXC

On April 28, 2025, AIXC entered into a Secured Convertible Note (the “2025 Convertible Note - AIXC”) with Alpha

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Notes to the Unaudited Condensed Consolidated Financial Statements

Capital Anstalt (“Alpha”, or “Holder”), pursuant to which AIXC issued to Alpha a non-interest-bearing note with a principal of approximately $0.3 million, and an original issue discount (“OID”) of 20%, in exchange for approximately $0.2 million cash, net of immaterial issuance costs. The Note is convertible at any time at Alpha’s option, into shares of the AIXC’s common stock at a price equal to $2.25 per share (the “Conversion Price”), subject to customary adjustments. The Convertible Note bears no stated interest, and is due on January 28, 2026 (the “Maturity Date”). The Company concluded that the 2025 Convertible Note - AIXC did not contain a substantial premium and therefore elected to account for the instrument under the fair value option in accordance with ASC 825-10-15-4.

On June 4, 2025, prior to the acquisition, AIXC repaid approximately $0.1 million in principal at the request of Alpha. AIXC repaid the remaining outstanding balance of $0.1 million at maturity, on January 28, 2026. During the three months ended March 31, 2026, AIXC recognized an immaterial gain from the fair value remeasurement of the 2025 Convertible Note - AIXC. No balance remained outstanding as of March 31, 2026.

9.Related Party Transactions

The Company has entered into notes payable agreements with related parties. The Company receives funding through notes payable from various parties, including related parties. These related parties include employees, affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s CEO, Mr. Yueting Jia. The tables below summarize the related party note payable agreements as of March 31, 2026 and December 31, 2025, providing details on contractual maturity dates, contractual interest rates, and net carrying values.


	March 31, 2026
(in thousands)	Contractual Maturity Date	Contractual Interest Rates	Net Carrying Value



Notes Payable — China	December 2028	—%	$	3,682
Notes Payable on Demand — China	Due on Demand	—%	435


Other Notes	Due on Demand	12.0%	75
			$	4,192

Related party notes payable, current			$	1,510
Related party notes payable, long-term			$	2,682


	December 31, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates		Net Carrying Value

Notes Payable — China	April 2027	18.0%	(1)	3,775
Notes Payable on Demand — China	Due on Demand	—%		429


Other Notes	Due on Demand	12.0%		75
				$	4,279

Related party notes payable, current				$	3,507
Related party notes payable, long-term				$	772
_______________
(1) The restructured loan bears no stated interest, and the repayment schedule requires fixed installment payments through the contractual maturity date. If the Company fails to comply with the payment schedule, interest at a rate of 18.0% would be retroactively applied to the unpaid balance. During the term of the revised loan, the Company was not in default with respect to the payment schedule, and no contingent interest has been recorded as of December 31, 2025.

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Notes to the Unaudited Condensed Consolidated Financial Statements

Roll Forward of Related Party Debt by Transaction Type

The following table presents a roll forward of the Company’s notes payable balances from December 31, 2025 to March 31, 2026 with related parties. It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Related Party Debt
(in thousands)	Notes Payable — China		Notes Payable on Demand — China		Other Notes		Total
Balance as of December 31, 2025 (a)	$	3,775	$	429	$	75	$	4,279


Repayment of Debt (b)	(145)		—		—		(145)







Other Adjustments (c)	52		6		—		58
Balance as of March 31, 2026 (d)	$	3,682	$	435	$	75	$	4,192



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2025.


(b) Cash repayments of principal amounts during the period.







(c) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(d) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2026.

The following table presents a roll forward of the Company’s Related party notes payable balances from December 31, 2024 to March 31, 2025. It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Related Party Debt
(in thousands)	March 2025 Unsecured SPA Notes		Unsecured SPA Notes		Notes Payable — China		Notes Payable on Demand — China		Convertible FFGP Note		FFGP Note		Other Notes		Total
Balance as of December 31, 2024 (a)	$	—	$	1,364	$	4,382	$	417	$	250	$	1,576	$	75	$	8,064
New Issuances (b)	152		470		—		—		—		—		—		622

Repayment of Debt, including periodic interest on debt carried at fair value (c)	—		—		(124)		—		—		—		—		(124)

Conversion of Debt to Equity (d)	—		(727)		—		—		—		—		—		(727)


Fair Value Adjustments of Debt (e)	(9)		(656)		—		—		—		—		—		(665)


Other Adjustments (f)	—		—		(43)		(4)		—		—		—		(47)
Balance as of March 31, 2025 (g)	$	143	$	451	$	4,215	$	413	$	250	$	1,576	$	75	$	7,123



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023".
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $1,252 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amount and periodic interest, where fair value option is elected, during the period.

(d) Fair value of debt converted into equity during the period.


(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' in the Unaudited Condensed Consolidated Statements of Operations. Line item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $75 thousand, which are separately identifiable from the fair value adjustments noted above


(f) Miscellaneous changes not captured in other columns, such as currency adjustments.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.

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Notes to the Unaudited Condensed Consolidated Financial Statements

Schedule of Principal Maturities of Related Party Notes Payable

The future scheduled principal maturities of Related party notes payable as of March 31, 2026, are as follows:


(in thousands)
Years Ending December 31,	Amount
Due on demand	$	510



2026	783
2027	1,160
2028	1,739



	$	4,192

The Company has entered into various financing arrangements with related parties, categorized as follows: (i) Unsecured Convertible Notes; (ii) 2025 March Unsecured SPA Notes; (iii) Notes Payable — China; (iv) Notes Payable on Demand — China; (v) FFGP Note; and (vii) Convertible FFGP Note.

Unsecured Convertible Notes

In January 2024, the Company issued an unsecured convertible note to MHL, a related party, in a principal amount of $1.5 million. The note was due three months from the date of issuance (April 2024), accrued interest at an annual rate of 4.27% per annum, and was convertible at the option of the holder into either Class A Common Stock or into a 2023 Unsecured Convertible Note.

In February 2025, MHL converted the outstanding debt with a principal balance of $1.5 million into 1,352,767 shares of Class A Common Stock. The conversion of the Unsecured Convertible Notes into Class A Common Stock resulted in a loss on extinguishment of $1.2 million which was recorded in Loss on settlement of related party notes payable in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

In March 2025, the Company issued an unsecured convertible note to MHL, in a principal amount of $1.5 million. The note was due three months from the date of issuance, accrued interest at an annual rate of 4.27% per annum, and was convertible at the option of the holder into either Class A Common Stock or into unsecured convertible notes issued subsequently pursuant to a securities purchase agreement. If conversion into Class A Common Stock is elected, the conversion price would be based on the latest closing price of the Company’s Class A Common Stock on the conversion date. If settlement in a subsequent Securities Purchase Agreement is elected, the new note would be issued with a 15% original issue discount. In April 2025, MHL exchanged the Unsecured Convertible Notes into 2025 March Unsecured SPA Notes.

The Company elected to apply the fair value option under ASC 825, Financial Instruments, for these notes, based on its expectation that the notes would be exchanged into SPA Portfolio Notes pursuant to the holder’s conversion rights. SPA Portfolio Notes include features such as a contingently exercisable put option, which meet the definition of an embedded derivative under applicable accounting standards.

There were no related party Unsecured Convertible Notes outstanding as of March 31, 2026 and December 31, 2025.

There was no activity related to the related party Unsecured Convertible Notes during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company recognized a gain of $0.7 million from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2025 March Unsecured SPA Notes

Investors in the 2025 March Unsecured SPA Notes include related parties. (For information on the terms of these notes, see Note 8, Notes Payable

Summary of Activity

There were no outstanding 2025 March Unsecured SPA Notes to related party investors as of March 31, 2026 or

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Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2025.

There was no activity related to the related party 2025 March Unsecured SPA Notes during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company received net cash proceeds of $0.4 million, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes to related party investors. During the same period, the Company recognized an immaterial gain from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Notes Payable — China

The Company has outstanding debt payable to Leshi Small Loan Co., Ltd. (“Chongqing”), a related party, also known as “Notes Payable — China.” In 2022, Chongqing agreed to modify the debt agreement to provide for a discounted principal amount and extended repayment schedule. Under the 2022 agreement, in the event of a default at maturity, all accrued interest and penalties since inception of the original agreement would revert to Chongqing and the discounted principal balance would return to the full unpaid amount. The Company defaulted on the repayment schedule in December 2023. In December 2024, the Company entered into supplementary agreements with Chongqing, which were accounted for as a troubled debt restructuring under ASC 470-60 and retained the reversion provision for any subsequent default. The agreements maintained an 18.0% stated interest rate for the debt and established a payment plan for periodic principal payments, with a final payment due April 30, 2027.

In March 2026, the Company entered into a second supplementary agreement with Chongqing to further restructure the remaining balance of approximately $3.7 million at the time of restructuring. The restructured amount is payable in twelve quarterly installments through December 2028. In connection with this agreement, Chongqing irrevocably waived its right to all amounts in excess of the remaining payable balance, including previously accrued interest, penalties, and related charges, and the reversion provision was eliminated. In the event of a payment default under the revised schedule, the agreement provides for liquidated damages at the prevailing one-year Loan Prime Rate on any unpaid amounts until paid in full. As a result, during the three months ended March 31, 2026, the Company derecognized approximately $20.2 million of accrued interest and penalties previously recognized following the 2023 default and recorded a corresponding increase to additional paid-in capital, consistent with the related party guidance in ASC 470-50-40-2. Following the March 2026 restructuring, the Notes Payable — China balance reflects only the remaining scheduled installment payments.

Summary of Activity

As of March 31, 2026, the principal value of this note payable was $3.7 million, compared to $3.8 million as of December 31, 2025. As of March 31, 2026 and December 31, 2025, the Company had accrued but unpaid interest and penalties of zero and $19.9 million, respectively, recorded in Related party accrued interest on the Unaudited Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026, and 2025, the Company continued to make payments under the Supplemental Agreements described above, repaying $0.1 million and $0.1 million, respectively, of the restructured principal balance. During the three months ended March 31, 2025, principal repayments resulted in a proportionate reduction of accrued interest and penalties owed to Chongqing, and the Company recognized a gain of $0.7 million in additional paid-in capital reflecting the related party nature of the transaction.

Notes Payable on Demand — China

The Company's notes payable with investors based in China (“Notes Payable on Demand — China”) bear a zero percent interest rate. The outstanding balance as of March 31, 2026 and December 31, 2025, was $0.4 million and $0.4 million, respectively.

FFGP Note

In November 2023 and January 2024, the Company issued unsecured promissory notes to FFGP Investment Holding I, LLC (“FFGP”), a related party, in an aggregate principal amount of $1.6 million. These notes, referred to as the “FFGP Note”, were due three months from their respective dates of issuance and accrued interest at either 4.27% or 5.27%.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement. During the year ended December 31, 2025, the Company repaid 1.6 million. The carrying values of the FFGP Note were zero as of March 31, 2026 and December 31, 2025.

Convertible FFGP Note

In February 2024, the Company and FFGP entered into an unsecured convertible note in the principal amount of $0.3 million. The note referred to as the “Convertible FFGP Note”, has a maturity date of May 2024 accrued interest at a rate of 4.27% per annum, and is convertible into the Company’s Class A Common Stock at the holder’s option. The conversion price is the latest closing price of the Company’s Class A Common Stock on the conversion date.

FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement. During the year ended December 31, 2025, the Company repaid $0.3 million. The carrying value of the Convertible FFGP Note was zero as of March 31, 2026 and December 31, 2025.

Related Party Accounts Payable, Accrued Liabilities and Other Significant Transactions

The Company enters into various related party transactions that do not involve notes payable, such as property leases, consulting services, advertising services, and other financial arrangements with entities affiliated with its founder, key executives, or their family members. This section specifically excludes related party notes payable, which are discussed in a separate section above, and instead focuses on summarizing the nature, terms, and financial impact of these non-debt transactions, including payments made, outstanding balances, and other pertinent details.

FF Global Transactions and Consulting Services

FF Global Partners LLC (“FFGP”) is an affiliate of the Company’s founder and CEO, Mr. Yueting Jia, and has historically exerted significant influence over the Company’s governance. The Company entered into a Consulting Services Agreement with FFGP effective February 1, 2023, under which FFGP provided strategic and operational advisory services for a monthly fee of $200,000. The agreement automatically renewed on March 6, 2024, for an additional 12-month term and permitted reimbursement of certain documented out-of-pocket expenses, subject to specified limits. The Company terminated the agreement effective March 23, 2025, in connection with entering into a new consulting arrangement with FFGP.

During 2025, the Company and FFGP amended their consulting agreement. As revised, the agreement provides for a fixed monthly consulting fee of $100,000 and includes a quarterly bonus opportunity of up to $1.0 million. Any bonus is contingent on FFGP’s performance and is subject to the sole discretion of the Company’s Board of Directors. The Board is responsible for determining whether any performance objectives have been met and whether a bonus award is warranted. The agreement does not specify quantitative performance targets but allows the Board to consider overall contributions to business strategy, operational execution, and organizational planning.

For the three months ended March 31, 2026, the Company paid approximately $0.7 million to FFGP. As of March 31, 2026 and December 31, 2025 the Company recorded a related party liability within accounts payable of $0.2 million and $0.1 million, respectively, related to consulting services provided by FFGP.

In early 2023, FFGP submitted a reimbursement request for approximately $6.5 million of legal expenses related to governance matters. The Board did not approve the request, and accordingly no liability has been recorded. The matter remains unresolved as of March 31, 2026. The new consulting agreement did not modify, settle, or otherwise address this prior reimbursement claim.

Advertising Services Payable to Leshi Information Technology Co., Ltd

The Company has recorded a related party payable to Leshi Information Technology Co., Ltd. within Related party accrued expenses and other current liabilities in the amount of $8.8 million and $8.5 million, respectively as of March 31, 2026 and December 31, 2025, in connection with advertising services provided to the Company in prior years. Leshi Information Technology Co., Ltd. is affiliated with LeTV, a Shanghai Stock Exchange-listed public company founded and controlled by Mr. Yueting Jia, the Company’s founder and CEO. Activity related to this payable during the three months ended March 31, 2026 consisted of $0.1 million in accrued interest and penalties. The remaining change in the balance is attributable to foreign currency translation.

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Notes to the Unaudited Condensed Consolidated Financial Statements

Research and Developments Services Payable to Lerongzhixin Electronic Technology (Tianjin) Co., Ltd.

The Company has recorded a related-party payable to Lerongzhixin Electronic Technology (Tianjin) Co., Ltd. (“Lerongzhixin”) within Related party accrued expenses and other current liabilities in the amount of $3.2 million and $3.1 million, respectively, as of March 31, 2026 and December 31, 2025, in connection with technology-transfer and R&D services provided to the Company’s subsidiary LeAutolink Intelligent Technology (Beijing) Co., Ltd. (“LeAutolink”) under a Technology Transfer Agreement. Under this agreement, Lerongzhixin provided technical know-how and deliverables covering product and circuit design, software and databases, test/inspection reports and experimental data, prototypes and tooling, and related documentation and patents. Lerongzhixin and LeAutolink are entities affiliated with Mr. Yueting Jia and are therefore presented as related parties. There was no activity related to this payable during the three months ended March 31, 2026, other than changes attributable to foreign currency translation.

Grow Fandor

The Company entered into several related party transactions with Grow Fandor Inc. (“Grow Fandor”). Grow Fandor is considered a related party because it is significantly influenced by Mr. Yueting Jia, the Company’s CEO, who has a financial and operational interest in the entity. Grow Fandor was co-founded by Mr. Jia and Mr. Jerry Wang, who currently serves as Global President of the Company and is a significant shareholder in Grow Fandor. Below is a summary of the Company’s transactions with Grow Fandor and the related accounting treatment:

•Promissory Note: In September 2024, the Company executed a promissory note with Grow Fandor in the principal amount of $75,000. This note has been classified as “Other Notes” in table above that the summarizes the related party note payable agreements as of March 31, 2026.

•Share Donation: In October 2024, the Company received a donation of 15,000,000 shares of Class B Common Stock of Grow Fandor from Mr. Yueting Jia, which represents an approximately 10% ownership interest. Because Grow Fandor is in the preliminary stages of development and significant independent capital has not been raised, management concluded that the shares do not currently have value within the financial statements.

•Trademark License Agreement: In October 2024, the Company and Grow Fandor executed the Trademark License Agreement, granting Grow Fandor exclusive rights to use the FF and FX brands during the contract term. In exchange Grow Fandor will pay to the Company: (1) a royalty fee, payable quarterly, calculated as the greater of: (a) 50% of the annual net profit from FF and FX ecosystem products, and (b) 5% of net sales revenue from all relevant brand ecosystem products; and (2) a $250,000 annual base license fee. The initial license fee was paid in cash and recorded as a capital contribution due to the related party nature of the arrangement and Mr. Yueting Jia's public statements that the relationship is intended to provide incremental capital to the Company. Subsequent annual fees are payable within 30 days following each contract year. In 2025, such license fee was settled in kind in exchange for marketing materials. As of March 31, 2026 and December 31, 2025, the Company recorded a related party receivable of $0.3 million for the license fee due and a corresponding liability within accounts payable of $0.3 million, for the marketing materials received.

•Sub-lease Agreement: Effective June 2025, the Company entered into a sublease agreement with Grow Fandor, for approximately 3,000 square feet of office space at our corporate office location. The term of the sublease is ten months, ending March 31, 2026. Monthly base rent is $4,500, with an additional $3,000 per month for Grow Fandor’s share of Common Area Operating Expenses, which may be deferred and accrue interest at 5% annually. The premises will be used for storage of apparel for e-commerce, office use, and video recording/streaming. Grow Fandor has evacuated the premises as of December 31, 2025 and the Company is in negotiations to resolve the outstanding balance and formalize the termination terms.

X-Butler Transactions

For the three months ended March 31, 2026, X-Butler, a related party because it is affiliated with Mr. Yueting Jia, the Company’s founder and Global Chief Executive Officer, provided business development and event-related services to the Company and its executives, including services relating to corporate and investor events. The Company paid $35 thousand to X-Butler for such services during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, the Company recorded balances of approximately $0.2 million and $0.1 million, respectively, within Related party accrued expenses and other current liabilities.

Transactions with AIXC and Affiliates

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Notes to the Unaudited Condensed Consolidated Financial Statements

Management Consultant Arrangement

Yueting Jia provides management consulting services to AIXC. The Company paid $0.4 million to Mr. Jia for such services during the three months ended March 31, 2026. As of March 31, 2026, the Company recorded a balance of approximately $0.3 million within related-party accrued expenses and other current liabilities.

Related-Party Participation in AIXC financing

In September 2025, in connection with the Company’s acquisition of a controlling interest in AIXC, certain related parties of the Company participated alongside the Company in AIXC’s equity financing through an escrow account. Yueting Jia funded $4.0 million, and Jerry (Jiawei) Wang funded $0.2 million on September 26, 2025. These investments were made on substantially the same terms as those applicable to other investors participating in the financing. Aggregate escrow receipts from all investors totaled $40.7 million, including $30.0 million funded by the Company. (See Note 3, Business Acquisition—Consolidation of AIXC.)

Gold King Arthur Holding Limited Arrangement

On January 30, 2026, AIXC entered into an entrusted investment arrangement with Gold King Arthur Holding Limited (“GKA”), pursuant to which AIXC engaged GKA to act as fiduciary to acquire, hold, manage, tokenize, monetize and dispose of securities of the Company for the benefit of AIXC. In connection with the arrangement, GKA entered into a Securities Purchase Agreement (the “SPA”) with the Company to purchase $10.0 million of the Company’s Class A common stock. The arrangement provided that AIXC would fund the investment principal and GKA would manage the investment and related activities in accordance with AIXC’s instructions. Under the arrangement, GKA was entitled to receive a one-time management fee equal to 1% of the investment principal funded by AIXC, which had not been paid as of March 31, 2026.

As of March 31, 2026, AIXC had transferred $10.0 million to the Company in accordance with the arrangement; however, the Company had not issued the underlying shares or other securities to GKA as of such date. Accordingly, the transfer represented, in substance, a transfer of cash within the consolidated group pending issuance of the Company’s securities to GKA, and the related deposit balance recorded by AIXC was eliminated in consolidation. No Company shares had been delivered to GKA as of March 31, 2026, and GKA had not obtained shareholder rights with respect to such securities as of that date.

The SPA provides that the Company would reimburse GKA for up to $0.1 million of bona fide, reasonable and documented out-of-pocket costs and expenses incurred in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the agreement. During the three months ended March 31, 2026, the Company paid $0.1 million to GKA for transaction expenses in connection with the SPA.

Subsequent to March 31, 2026, AIXC, GKA and GKA’s shareholder amended the entrusted investment arrangement, including to expand the scope of FFAI securities that may be acquired or held by GKA. On April 10, 2026, the Company entered into a $2.0 million unsecured loan agreement with GKA, bearing interest at 10% per annum and maturing one year from the advancement date, with a conversion right into securities of the Company. On April 14, 2026, the Company and GKA amended and restated the previously disclosed securities purchase agreement to increase the total investment amount from $10.0 million to $12.0 million, consisting of Class A common stock and newly designated Series C Convertible Preferred Stock. The Company received $12.0 million in gross proceeds before offering expenses before issuance of these unaudited condensed consolidated financial statements.

10.Other Financing Liabilities

Collateralized Loan

Overview and Terms

The Collateralized Loan was entered into on July 11, 2024, with Utica Leaseco, LLC. The loan is secured by machinery and equipment owned by the Company. It bears an effective interest rate of 23% and requires 51 monthly payments of $0.1 million, concluding with a $0.5 million balloon payment in October 2028. The loan terms include provisions for adjusting monthly payments based on fluctuations in the prime rate.

Summary of Collateralized Loan Activity

As of March 31, 2026 and December 31, 2025, the carrying value of the Collateralized Loan was $3.4 million and $3.6 million, respectively. Of these amounts $1.0 million and $0.9 million, respectively, were included in Other financing liabilities,

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Notes to the Unaudited Condensed Consolidated Financial Statements

current portion and $2.4 million and $2.7 million, respectively, were included in Other financing liabilities, long term portion in the Unaudited Condensed Consolidated Balance Sheets. For the three months ended March 31, 2026 and 2025, the Company repaid $0.2 million and $0.2 million, respectively, of Collateralized Loan principal. Interest expense for the three months ended March 31, 2026 and 2025 was $0.2 million and $0.3 million, respectively.

FF aiFactory California (“Hanford”) Financing Arrangement

On October 19, 2023, the Company entered into a sale leaseback transaction whereby it has exercised its option to purchase its FF aiFactory California manufacturing facility located in Hanford California (the “Property”) and simultaneously completed a sale leaseback to Ocean West Capital Partners (“Landlord”) pursuant to that certain Lease Agreement, dated as of October 19, 2023, by and between the Tenant and 10701 Idaho Owner, LLC (the “Lease Agreement”). This Lease Agreement also allows the Tenant access to up to $12.0 million of tenant improvement allowance for the Property. The Lease Agreement is for a term of five years, with a monthly lease rate of $0.4 million, with a five-year extension option, and the Tenant has an option to purchase the fee interest in the Property at any time after the second year of the lease term. The Company would be required to pay approximately $58.7 million to exercise the purchase option and acquire the ownership interest in the property. Furthermore, the Tenant has a right of first offer to purchase the Property in the event Landlord desires to sell the Property. The obligations of the Tenant under the lease are guaranteed by the Company pursuant to that certain Guaranty of Lease made by the Company to 10701 Idaho Owner, LLC.

Due to the inclusion of the purchase option in the lease agreement, the Company was considered to have continuing involvement and, thus, accounted for the transaction as a failed sale-lease-back transaction, with the Property assets subject to the sale leaseback remaining on the balance sheet and the sale proceeds recorded as a liability in accordance with the financing method. The Company recognized a $24.9 million financing obligation at the completion of the transaction, which was recorded to the Other financing liabilities, long term portion on its Unaudited Condensed Consolidated Balance Sheets. No gain or loss was recorded on the failed sale and lease back.

On March 14, 2024, the Company entered into the First Amendment to the Lease Agreement (the “First Amendment). The First Amendment established a repayment plan requiring the Company to pay an aggregate amount of $1.7 million of past due rent by March 31, 2024. The Company has an original Security Deposit balance of $1.5 million. In December 2024, the Landlord applied $0.6 million of the original Security Deposit to past due rent. In January 2025, the Company paid the Landlord $0.6 million that reinstated the Security Deposit balance.

On August 27, 2024, the Company entered into the Second Amendment to the Lease Agreement (the “Second Amendment”). Under the terms of the original lease agreement, the Company expected to receive $12.0 million in tenant improvement allowance, the repayment of which was included in the scheduled financing obligation payments. In the Second Amendment, the Landlord agreed to fund up to $10.0 million of the costs associated with the replacement of the Property’s roof and the remaining $2.0 million for other improvement costs. The $2.0 million may be reduced by incremental actual costs incurred for the roof replacement and the remaining amount will be contingent on the Company funding up to 66.67% of the other improvement costs.

As of March 31, 2026 and December 31, 2025, the Company had a building improvement balance of $12.0 million and $12.0 million, respectively, within Property, plant and equipment, net, reflecting amounts funded through the tenant improvement allowance. The repayment of the tenant improvement allowance are included in the scheduled financing obligation payments.

For the quarters ended March 31, 2026 and 2025, the Company recorded interest expense of $0.8 million and $0.7 million, respectively. The liability associated with these amounts is included in other financing liabilities, long term portion in the Unaudited Condensed Consolidated Balance Sheets.

The financial liability as of March 31, 2026 and December 31, 2025 was $45.3 million and $44.2 million, respectively.

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Notes to the Unaudited Condensed Consolidated Financial Statements

The future scheduled principal maturities of financing obligations as of March 31, 2026 are as follows:


(in thousands)
Years Ending December 31,	Amount
2026 (9 months remaining)	$	730
2027	1,189
2028	60,455
	$	62,374

11.Leases

The Company determines if an arrangement is a lease at its commencement if the Company is both able to identify an asset and conclude the Company has the right to control the identified asset. Leases are classified as finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee. An ROU asset represents the Company’s right to use an underlying asset for the lease term and a lease liability represents the Company’s obligation to make lease payments related to the lease. The Company recognizes operating and finance lease ROU assets and liabilities at the commencement date based on the present value of lease payments over the lease term. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. The Company’s leases do not provide an implicit rate. Therefore, the Company uses its incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan for a similar asset over a similar term. The Company’s leases do not include any material residual value guarantees, or bargain purchase options.

To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate in the measurement and classification of a lease and exclude those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded in operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Additionally, the Company does not separate lease and non-lease components. Operating leases are included in Operating lease right-of-use assets, net, Operating lease liabilities, current portion and Operating lease liabilities, long term portion in the Company's Unaudited Condensed Consolidated Balance Sheets.

The Company’s lease arrangements primarily consist of corporate office, warehouse, store, and vehicle lease agreements. The leases expire on various dates through 2032.

As part of the Company’s plan to expand its operations within the U.A.E., the Company signed a lease on May 01, 2025 with Ras Al Khaimah Economic Zone Authority (“RAKEZ”) to rent a warehouse with 10,000 square meters total rentable surface for 5 years and an annual lease payment of AED 3,800,000. Additionally, the Company has a $0.5 million deposit for a future lease expected to commence in 2026 with Master Investment Group (MIG). MIG is also the holder of the July 2025 Unsecured Notes and the Junior Senior Secured Notes, which had a combined fair value of $1.9 million as of March 31, 2026.

New U.S. Headquarters

On February 12, 2026, the Company executed a new lease agreement in El Segundo, California which will replace the Gardena lease. The El Segundo location has a total of 99,209 square feet. The initial lease term is 72 months. During the quarter ended March 31, 2026, the Company recorded $10.9 million in right-of-use asset related to this lease.

Sublease

In June 2025, the Company entered into a sublease arrangement with Grow Fandor, a related party, whereby Grow Fandor leases 3,000 square feet of office space at the Gardena Corporate Office location for ten months. The area subleased constitutes roughly 2% of the overall rentable space at the Gardena location. The monthly base rent is insignificant and is recorded as other income. As of March 31, 2026, Grow Fandor has vacated the premises and the Company is in negotiations to resolve the outstanding balance.

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Notes to the Unaudited Condensed Consolidated Financial Statements

Short Term Leases

As of March 31, 2026, the Company’s short-term leases consist mainly of offices in Beijing and Zhuhai, China. Lease terms do not exceed twelve months. short-term lease obligations are included in accrued expenses and other current liabilities on our Unaudited Condensed Consolidated Balance Sheets.

12.Commitments and Contingencies

The Company is, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of management, the outcome of any such claims and disputes cannot be predicted with certainty.

Legal Proceedings Against the Company

As of March 31, 2026 and December 31, 2025, the Company had accrued legal contingencies of $2.9 million and $3.2 million, respectively, recorded within Accrued expenses and other current liabilities and Accounts payable for potential financial exposure related to ongoing legal matters, primarily related to breach of contracts and employment matters, which are deemed both probable of loss and reasonably estimable.

Class and Derivative Actions

Zhou v. Faraday Future Intelligent Electric Inc. f/k/a Property Solutions Acquisition Corp. et al., Case No. 2:21-cv-009914 (U.S. District Court – Central District of California).

On December 23, 2021, a putative class action lawsuit alleging violations of the Exchange Act was filed in the United States District Court, Central District of California, against the Company and its former Chief Executive Officer and Chief Financial Officer, and its then-Chief Product and User Ecosystem Officer (the Company’s current CEO; On May 6, 2022, the appointed lead plaintiffs in the Zhou putative class action filed an amended complaint alleging violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act, Sections 11 and 15 of the Securities Act, and related “control” person claims for secondary liability under those statutes, seeking unspecified damages. Following motion to dismiss briefing and the subsequent court-ordered dismissal of several of the plaintiffs’ claims, answers were filed and the parties agreed to participate in mediation. On April 27, 2023, the court granted the parties’ joint motion for a temporary stay pending mediation. The parties thereafter participated in a private mediation on June 29, 2023. After further discussions and negotiations, the parties reached an agreement-in-principle to settle the Zhou putative class action. Although denying all allegations, the Company nevertheless agreed to settle the Zhou putative class action for a non-reversionary cash payment of $7.5 million to be funded entirely by the Company’s insurers for the benefit of the settlement class, in exchange for the release of all claims that were or could have been asserted against the Company. The court thereafter granted preliminary approval of the settlement on November 7, 2023, and scheduled a hearing for final approval of the settlement to take place on March 18, 2024. On January 23, 2024, the ostensible lead plaintiff in the Consolidated Delaware Class Action discussed below, filed an Objection to final approval of the settlement (the “Objection”) to which the Company and the other defendants responded on March 11, 2024. On March 18, 2024, the court overruled the Objection in its entirety and entered an Order finally approving the Zhou putative class action settlement.

Farazmand v. Breitfeld et al., Case No. 2:22-cv-01570 (U.S. District Court – Central District of California).

Zhou v Breitfeld et al., Case No. 2:22-cv-01852 (U.S. District Court – Central District of California).

Moubarak v. Breitfeld et al., Case No. 1:22-cv-00467 (U.S. District Court – District of Delaware).

Wang v. Breitfeld et al., Case No. 1:22-cv-00525 (U.S. District Court – District of Delaware).

Wallace v. Breitfeld et al., Case No. 2023-0639-KSJM (Delaware Court of Chancery).

Ashkan Farazmand and Wangjun Zhou v. Breitfeld, et al., Case No. 2023-1283 (Delaware Court of Chancery).

On March 8 (Farazmand) and March 21 (Zhou), 2022, putative stockholder derivative lawsuits were respectively filed in the United States District Court, Central District of California and were subsequently consolidated in an action entitled In re Faraday Future Intelligent Electric Inc. Case No. 2:22-cv-1570 (the “California Federal Derivative Action”). The California Federal Derivative Action was stayed pending resolution of certain proceedings in the Zhou putative class action discussed above, which stay expired in February 2023. Plaintiffs thereafter filed a verified consolidated amended complaint on June 2, 2023, in response to which the Company and the other defendants filed a motion to dismiss. On January 22, 2024, the court granted in part, and denied in part, the motion to dismiss with leave to amend. On February 6, 2024, the parties filed a stipulation to stay the California Federal Derivative Action pending mediation that was entered by the court on February 12, 2024.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

On April 11 (Moubarak) and April 25 (Wang), 2022, putative stockholder derivative lawsuits were respectively filed in the United States Delaware District Court (collectively, the “Delaware Federal Derivative Actions”). On February 6, 2023, the Delaware Derivative Actions were stayed pending resolution of the pending proceedings in the Zhou putative class action.

On June 21 (Wallace) and December 22 (Farazmand), 2023, putative derivative lawsuits were respectively filed in the Delaware Court of Chancery (collectively, the “Delaware State Derivative Actions”). The parties stipulated to a stay of the Wallace action which was entered by the court on December 29, 2023.

Each of the foregoing derivative lawsuits purported to assert claims on behalf of the Company against certain of the Company’s current and former officers and directors for alleged violations of the Exchange Act or for various common law claims based upon those officers’ and directors’ alleged breaches of their purported fiduciary duties owed to the Company and/or for their alleged aiding and abetting of those purported breaches, resulting in unspecified damages to the Company. The complaints were generally premised upon many of the same underlying allegations made in the Zhou putative class action. The parties to the foregoing derivative lawsuits participated in a mediation on May 13, 2024, following which they reached a settlement in principle. On July 19, 2024, the parties entered into a Stipulation and Agreement of Settlement that was filed in the California Federal Derivative Action, which incorporated all of the foregoing derivative lawsuits respectively filed in California and Delaware. On September 3, 2024, the California Federal Derivative Action Court entered an order preliminarily approving the Stipulation and Agreement of Settlement (the “Preliminary Approval Order”) and provided for notice of the same to be made to Current Stockholders. On October 30, 2024, the California Federal Derivative Action Court approved the Settlement Agreement, resolving all of the foregoing derivative lawsuits. Following the approval of the Settlement Agreement, the California Federal Derivative Action was dismissed on October 30, 2024 and the Delaware Federal Derivative Actions were dismissed on November 15, 2024 (Wang) and November 19, 2024 (Moubarak). On December 31, 2024, the parties in the Farazmand filed a stipulation of dismissal which was subsequently entered by the court.

The Consolidated Delaware Class Action

On June 14, 2022, a verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, its former Global CEO and CFO, and its then-Chief Product and User Ecosystem Officer, who currently serves as the Company’s CEO, alleging breaches of fiduciary duties (the “Yun Class Action”). On September 21, 2022, a second verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, the Company’s then-serving CEOs and independent directors of PSAC, and certain third-party advisors to PSAC, alleging breaches of fiduciary duties, among other things (the “Cleveland Class Action”). The Yun Class Action and Cleveland Class Action subsequently were consolidated (the “Consolidated Delaware Class Action”). On May 24, 2024, the defendants in the Consolidated Delaware Class Action filed a motion for summary judgment based upon a court-approved settlement agreement in the Zhou putative class action in California on the grounds that, among other things, the releases in the Zhou settlement barred the claims in the Consolidated Delaware Class Action. On February 10, 2025, the Delaware Court of Chancery granted summary judgment and dismissed the Consolidated Delaware Class Action in its entirety, with prejudice.

Legal Proceedings Initiated by the Company

The Company has determined there to be financial exposure related to an ongoing legal matter, primarily arising from the bankruptcy of a key supplier. The exposure involves previously recorded deposits and tooling equipment, which have since become subject to legal contingency considerations due to the supplier’s insolvency.

The Company initially recorded $1.93 million in deposits and $12.9 million in tooling equipment in connection with its contractual relationship with a primary supplier. These amounts were originally recognized as a deposit paid for goods and services and tooling received, respectively, and continue to be reflected in their originally recorded accounts on the Unaudited Condensed Consolidated Balance Sheets. However, following the primary supplier’s bankruptcy filing, these balances were identified as at risk, creating potential financial exposure for the Company. In 2024, the Company wrote-off $1.45 million of deposits. Additionally, the Company accrued $1.29 million for estimated payments to maintain access to its tooling located at vendors of the key supplier (the “secondary suppliers”). In 2025, there were no additional write-offs regarding this legal matter.

The Company does not expect any further financial loss related to tooling. Although the Company has title to the tooling; the secondary suppliers have possession of it. The Company anticipates establishing a direct contractual arrangement with the secondary suppliers. Once in place, these agreements are expected to provide the Company with continued access to the tooling without additional financial exposure.

Legal Action Against Tesca USA and Tesca ABC

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

On March 6, 2025, Faraday&Future Inc. (“Faraday” or the “Company”) filed a demand for arbitration against Tesca USA, Inc. and Tesca ABC, LLC alleging the breach of an Engineering Services Agreement (“ESA”) between Tesca USA and Faraday&Future Inc., under which Tesca USA was obligated to produce certain items related to automobile seating assembly and frame production. Pursuant to the ESA, Faraday paid Tesca USA approximately $36.0 million for certain parts, tooling, engineering design and development, and other items. According to a Verified Petition Regarding Assignment for the Benefit of Creditors filed in May 2024, Tesca USA, after failing to deliver any of these products or services to Faraday, assigned all its assets to Tesca ABC, a Delaware series limited liability company. At a creditors' meeting in late March 2026, the court-appointed administrator informed the creditors and their representatives that it anticipates a dividend of between 1% and 2.5% of the submitted claims. This would amount to a sum of approximately CHF5,800 to CHF14,000 in Faraday's case (assuming Faraday’s claims are deemed admissible, which the administrator will determine in the quarter ending June 30, 2026), which does not substantially exceed the legal fees that would need to be incurred by the Company to recover such an amount. Because it does not appear to be financially worthwhile to pursue the matter actively, the Company is no longer pursuing this claim.

Other Legal Matters

On January 31, 2023, Raymond Handling Solutions, Inc. (“Raymond”), an equipment supplier, filed an action alleging that the Company breached its contract with Raymond and refused to pay for warehouse racking equipment. Raymond requested a judgment in its favor in the amount of $1.1 million. On April 15, 2024, the Company and Raymond executed a Settlement Agreement under which Raymond released all claims in exchange for the return of the racking equipment.

In July 2021, the Company and Palantir entered into a Master Subscription Agreement (“MSA”) setting forth the terms of the Palantir platform hosting arrangement which was expected to be used as a central operating system for data and analytics. On April 26, 2023, the Company received a letter from Palantir Technologies Inc. (“Palantir”) providing a notice of dispute alleging that the Company had not paid outstanding invoices totaling $12.3 million. On July 7, 2023, Palantir filed a Demand for Arbitration against the Company with Judicial Arbitration and Mediation Services, Inc., regarding the parties’ dispute under the MSA in which it alleged that the amount in controversy was $41.5 million. On August 4, 2023, the Company submitted its response to Palantir’s arbitration demand, which response included both affirmative defenses and a general denial of all allegations of Palantir’s arbitration demand. On March 11, 2024, the Company and Palantir executed a Settlement and Release Agreement terminating the MSA and resolving all of the parties’ disputes in exchange for the Company’s agreement to pay Palantir $5.0 million, with a liquidated damages clause of $0.3 million for late payments. This settlement includes mutual waivers and releases of claims to avoid future disputes. On August 9, 2024, the Company and Palantir entered into an amendment to the Settlement and Release Agreement pursuant to which, in lieu of paying the remaining $4.8 million due under the settlement agreement in cash, the parties agreed that the Company would issue, and Palantir would accept, $2.4 million of Class A Common Stock by August 9, 2024, and $2.4 million in Class A Common Stock by October 1, 2024. The August 9, 2024 issuance totaled approximately 11.1 million shares of Common Stock. The Company further agreed to register the shares under the Securities Act for resale by Palantir. The Company performed its obligations under the settlement agreement and Palantir filed a dismissal fully and finally resolving the matter.

On May 2, 2023, the Company received a notice of Commencement of Arbitration by Envisage Group Developments Inc. USA (“Envisage”) for unpaid invoices relating to professional engineering services and for design and manufacture of a Master Buck cube seeking alleged damages of $1.1 million. At the arbitration hearing, the Company disputed the adequacy of Envisage’s documentation for professional services and contended that no contract exists for Master Buck due to unfulfilled payment conditions. The Company further challenged Envisage’s unilateral alteration of payment terms. In June 2024, the arbitrator issued an award to Envisage totaling $1.1 million. Envisage subsequently filed a motion for attorneys’ fees and costs. Envisage was ultimately awarded a total of $1.4 million. The parties have reached an agreement to settle their dispute for $0.8 million. The Company performed its obligations under the settlement agreement and Envisage filed a dismissal fully and finally resolving the matter.

On June 13, 2023, L & W LLC (“Autokiniton”), a provider of tooling for use in the automotive industry, filed an action in State of Michigan 3rd Judicial Circuit County of Wayne Court alleging the Company breached its contract with Autokiniton and refused to fulfill its obligations under the applicable Purchase Order. Autokiniton requested a judgment in the amount of at least $8.1 million. In discovery, the Company conceded that $4.6 million was due and owing under the Purchase Order. In July 2024, the parties subsequently filed a stipulated order and judgment totaling $8.1 million, plus statutory interest, which was entered by the court. The parties are engaged in discussions regarding this matter. In December 2024, the parties reached an agreement to settle their dispute for $3.7 million.

On October 11, 2023, Joseph Hof and Scott McPherson filed a class action lawsuit in Supreme Court of the State of New York, County of New York against Benchmark 237 LLC, Benchmark Real Estate Trust, SLLC, Canvas Investment Partners,

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

LLC, Canvas Property Group, LLC, Juliet Technologies, LLC, and the Company, alleging that the defendants engaged in various scheming practices that discriminatorily impacted the plaintiffs and other class members The court granted the Company’s Motion to Dismiss on January 12, 2024, and dismissed the case on January 18, 2024. The plaintiffs filed an appeal on February 12, 2024 as to the dismissal orders, which appeal subsequently was dismissed due to the plaintiffs’ failure to timely file their appellate briefs. Plaintiffs have a year to file a motion to vacate the dismissal based upon a showing good cause, Plaintiff Hof filed a motion to seal the record and expressed the Plaintiffs’ desire to cease litigating the matter further.

On December 8, 2023, 10701 Idaho Owner, LLC (“Landlord”) notified the Company of rental defaults amounting to $0.6 million for the months of October to December 2023 and demanded a 5% late fee and 18% annual interest on allegedly overdue amounts. The parties thereafter entered into a First Amendment to the Lease Agreement dated October 19, 2023 to address the Company’s total rent default of $1.1 million, including a $0.1 million, partial payment made on January 26, 2024, and additional late fees and charges of $0.2 million. The amendment established a repayment plan requiring the Company to pay $1.2 million from February 26 to March 31, 2024, and to either replenish or provide a new $0.6 million Letter of Credit. On March 26, 2024, the Landlord served the Company with a Notice to Pay or Quit, demanding payment of $1.0 million within five business days. On April 10, 2024, the Company made a $0.2 million payment to Landlord in exchange for Landlord deferring further action.

On February 14, 2024, Rexford Industrial - 18455 Figueroa, LLC (“Rexford”) filed a Complaint for Unlawful Detainer against Faraday SPE, LLC in the Superior Court of California, County of Los Angeles. The complaint asserted that the Company has failed to pay outstanding rent in the amount of $0.9 million, and sought recovery of reasonable attorney’s fees and damages. This action was based on an alleged breach of a Lease Agreement dated March 8, 2019, for the premises located at 18455 S. Figueroa Street, Gardena, California, and wherein Rexford is requesting forfeiture of the lease. On April 10, 2024, the court issued a Notice of Dismissal, dismissing the Complaint without prejudice.

In February 2024, the Company initiated a lawsuit against Draexlmaier Automotive Technologies of America LLC (“Draexlmaier”) for breach of contract, seeking $3.2 million in damages plus legal costs incurred. The dispute involves two Purchase Orders placed by the Company with Draexlmaier in September 2021 for the development and tooling of FF 91 vehicle consoles. The parties’ agreement included a clause allowing Faraday to terminate the Purchase Orders at any time, with the understanding that Draexlmaier would promptly refund any advanced payments for undelivered items or unperformed work. Faraday met its financial obligations under the agreement and in March 2022, terminated the agreement prior to the start of tooling fabrication and requested a refund of $3.2 million for the undelivered work, which Draexlmaier refund failed to remit. Faraday thereafter issued a final demand for this refund in August 2023, and subsequently initiated its lawsuit against Draexlmaier. In May 2024, Draexlmaier filed an Answer and Counterclaim alleging fraudulent inducement, breach of contract, violations of South Carolina’s Unfair Trade Practices Act, and unjust enrichment, and seeking $5.0 million in damages for breach of contract, as well as unspecified actual, consequential, punitive, and treble damages, and attorneys’ fees and costs. The Company disputes Draexlmaier’s claims and stated its intention to vigorously defend the action. In June 2025, the court granted each party’s motions to dismiss with respect to the other party’s unjust enrichment claim, but otherwise denied both motions. On February 9, 2026, the parties attended a mediation in Greenville, South Carolina, which ultimately led to a settlement agreement on April 7, 2026, for $0.5 million.

On March 25, 2024, Cooper Standard GmbH (“Cooper Standard”) filed a lawsuit against Faraday&Future Inc. in Superior Court of California, County of Los Angeles, alleging the non-payment of the estimated sum of $1.5 million that was purportedly in breach of contractual obligations set forth in purchase orders, a Letter of Tool Acceptance, and invoices to facilitate the supply of automotive products and services for the FF 91 vehicle from August 2021 to December 2022. The parties have tentatively reached a settlement and are in the process of memorializing their agreement. In June 2025, the parties reached an agreement to settle their dispute for $0.8 million.

On March 27 and March 29, 2024, Jose Guerrero and Victoria Xie, the Company’s former Senior Director of Sales and Aftersales, and Go-to-Market Project Manager and Launch Manager, respectively, filed wrongful termination lawsuits against Faraday&Future Inc. and certain of its officers in Superior Court of California, County of Los Angeles, each of which seeks compensatory, general, and special damages in an amount not less than $1.0 million. On April 19, 2024, another former employee, Karimul Khan, submitted a request for arbitration against the same group of defendants without quantifying the alleged damages sought. Based on the evidence produced thus far in the Khan matter, the Company believes it is more likely than not to prevail in the Khan matter. Given the early stages of the other legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

On August 9, 2024, Jeffrey D. Prol, as trustee of the Founding Future Creditors Trust, filed a lawsuit against the Company seeking to compel the production of certain books and records for inspection and requesting attorney’s fees and costs.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The plaintiff is demanding inspection to allegedly value his shares of the Company. In March 2025, plaintiff agreed to dismiss the lawsuit without prejudice and a stipulation to dismiss was filed and granted.

On August 1, 2024, Yun Han, former Chief Accounting Officer and Interim Chief Financial Officer, filed an arbitration demand claiming that she is owed certain monetary amounts and restricted stock units, pursuant to various agreements with the Company and collectively, totaling approximately $1.2 million. Given the early stages of the proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

In March 2025, BXP filed a lawsuit against the Company, alleging unpaid rent and a balance of approximately $1.0 million under a lease agreement signed with the Company. The parties agreed to settle their dispute for $0.4 million.

In May 2025, Costamp Group, as assignee of Vantage Cast Europe, s.r.l. (“Vantage”), filed a lawsuit against the Company, alleging the non-payment of the estimated sum of €2.8 million. Plaintiff alleges that in or about March 2022, Faraday contracted with Vantage to supply automotive component parts pursuant to Faraday's unique specifications. In or about May 2022, Vantage, in reliance on the contract with Faraday, contracted with Costamp Group (a subsidiary of Plaintiff) to supply automotive component parts to Vantage. The claim alleges that Vantage and Costamp Group fully complied with their obligations in manufacturing automotive component parts pursuant to Faraday's specifications and that Vantage sent Faraday invoices and Faraday accepted and paid for its initial orders, but has since refused to accept delivery of the specially manufactured automotive components. The parties have settled their dispute for $1.6 million.

In April 2026, JVIS-USA, LLC filed a lawsuit against the Company, alleging the non-payment of the estimated sum of $1.1 million. Plaintiff alleges that the Company contracted with Plaintiff to produce tooling and provide goods and services. Upon conclusion of the parties’ business relationship, Plaintiff alleges that the Company agreed to pay monthly storage fees to hold the tooling until the Company arranged for its disposition at a set storage rate for certain months in 2025. Once a portion of the tooling was removed, Plaintiff alleges that the parties agreed upon a reduced storage rate beginning in July 2025. Plaintiff alleges that the Company has not paid all of the storage fees due and owing and has not removed certain tooling items at Plaintiff’s facilities. Given the early stages of the proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

Dispute with Noteholders

In August 2023 and September 2023, the Company received correspondence from each of Senyun, MHL and V W Investment alleging that the Company had entered into oral agreements to compensate those investors for any losses in connection with converting their notes into shares of the Company in order to support the Company’s proposals at the August 2023 special stockholders meeting. The Company is unaware of any such oral agreements and is contesting these claims on multiple grounds.

Special Committee Investigation

As previously disclosed, the Board established a special committee of independent directors (“Special Committee”) to investigate allegations of inaccurate Company disclosures, including those made in an October 2021 short seller report and whistleblower allegations, which resulted in the Company being unable to timely file its third quarter 2021 Quarterly Report on Form 10-Q, Annual Report on Form 10-K for the year ended December 31, 2021, first quarter 2022 Quarterly Report on Form 10-Q and amended Registration Statement on Form S-1 (File No. 333-258993).

On February 1, 2022, certain members of the management team and employees of the Company received a notice of preservation and subpoena from the staff of the SEC stating that the SEC had commenced a formal investigation relating to the matters that were the subject of the Special Committee investigation.

On March 18, 2026, the Company received a letter from the Division of Enforcement of the SEC stating that, it does not intend to recommend an enforcement action by the SEC against the Company. The Company previously disclosed that the investigation related to certain matters involving its 2021 PIPE and SPAC-related transactions, and that the SEC had issued Wells Notices to the Company and certain executives. The Wells Notices were not formal charges, and the SEC Division of Enforcement has now formally informed the Company, Mr. Jia and Mr. Wang that it has concluded its investigation and is not recommending an enforcement action against any of them.

Other than disclosed herein, as of the date hereof the Company is not a party to any legal proceedings the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on the Company’s business, financial condition, or results of operations.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

13.Stockholders’ Equity

The number of authorized, issued and outstanding stock, were as follows:


	March 31, 2026
	Authorized Shares	Issued Shares
Preferred Stock	12,087,265	—
Series B Preferred Stock	12,000,000	6,128,378
Class A Common Stock	307,855,751	282,409,695
Class B Common Stock	4,429,688	6,667
	336,372,704	288,544,740


	December 31, 2025
	Authorized Shares	Issued Shares
Preferred Stock	5,931,000	1
Series B Preferred Stock	12,000,000	7,184,760
Class A Common Stock	228,041,297	199,130,727
Class B Common Stock	4,429,688	6,667
	250,401,985	206,322,155

Amendments to the Company’s Certificate of Incorporation

The Company has amended its Certificate of Incorporation multiple times since the Business Combination. The most recent amendment increased the number of shares of Preferred Stock that may be issued to 24,087,265. The Preferred Stock shall have such designations, rights and preferences as may be determined from time to time by the Board. The Board is empowered, without stockholder approval, to issue the Preferred Stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock; provided that any issuance of preferred stock with more than one vote per share will require the prior approval of the holders of a majority of the outstanding shares of Class B Common Stock.

Increase in Authorized Shares, Reverse Stock Split, Adjustments to Share Reserves (July/August 2024)

At the annual meeting of the Company’s stockholders held on July 31, 2024, the Company’s stockholders approved an increase in the authorized shares of Common Stock from 11,582,813 to 104,245,313, increasing the total number of authorized shares of the Common Stock and preferred stock from 12,582,813 to 114,245,313. On August 1, 2024, the Company filed an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, with the office of the Secretary of State of the State of Delaware (the “Delaware SOS”) to effect such increase.

Also at the annual meeting of the Company’s stockholders held on July 31, 2024, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to effect the reverse stock split of the outstanding Common Stock by a ratio of between 1-for-2 and 1-for-40, with such ratio to be determined in the discretion of the Board and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the annual meeting, and a corresponding reduction in the total number of shares of Common Stock the Company is authorized to issue. The Board subsequently approved the implementation of the 1-for-40 stock split ratio (the “Third Reverse Stock Split”), and the Company filed an amendment (the “Fourth Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Delaware SOS to effect the Third Reverse Stock Split and to set the number of authorized shares of Common Stock to 104,245,313. Pursuant to the Fourth Certificate of Amendment, effective after market close on August 16, 2024 (the “Effective Time”), every 40 shares of the issued and outstanding Common Stock were automatically converted into one share of Common Stock, without any change in par value per share, and the number of authorized shares of Common Stock were reduced to 104,245,313.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The Class A Common Stock began trading on The Nasdaq Capital Market on a split-adjusted basis for the August 2024 Reverse Stock Split at the opening of trading on August 19, 2024, under the symbol “FFIE” with a new CUSIP number (307359 885). The Class B Common Stock also received a new CUSIP number (307359 877).

The Company’s Public Warrants continued to trade on The Nasdaq Capital Market under the symbol “FFIEW,” with the CUSIP number unchanged. However, under the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable upon exercise of each warrant was proportionately decreased, and the exercise price adjusted. Accordingly, for the Company’s warrants trading under the symbol “FFIEW,” every 40 warrants became exercisable for one share of Class A Common Stock at an exercise price of $110,400.00 per share of Class A Common Stock.

At the Effective Time, the number of shares of Common Stock reserved for issuance under the 2021 SI Plan (as defined below), the Company’s Smart King Ltd. Equity Incentive Plan, and the Company’s Smart King Ltd. Special Talent Incentive Plan (collectively, the “Plans”), as well as the number of shares subject to the then-outstanding awards under each of the Plans, were proportionately adjusted, using the 1-for-40 ratio, rounded down to the nearest whole share. In addition, the exercise price of the then-outstanding options under each of the Plans was proportionately adjusted, using the 1-for-40 ratio, rounded up to the nearest whole cent. Proportionate adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding warrants and convertible securities, as well as the applicable exercise or conversion prices.

Change in Trading Symbols (March 2025)

Effective March 10, 2025, the Class A Common Stock and Public Warrants currently trade under the new ticker symbols “FFAI” and “FFAIW,” respectively, on The Nasdaq Capital Market.

Increase in Authorized Shares (March 2025)

At the special meeting of the Company’s stockholders held on March 7, 2025, the Company’s stockholders approved an increase in the authorized shares of Common Stock from 104,245,313 to 129,245,313, increasing the total number of authorized shares of the Common Stock and preferred stock from 114,245,313 to 139,245,313. On March 10, 2025, the Company filed a Fifth Certificate of Amendment (the “Fifth Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Delaware SOS to effect such increase.

Increase in Authorized Shares (May 2025)

On May 29, 2025, the Company filed a Seventh Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation with the Delaware SOS. This amendment was adopted in accordance with Section 242 of the Delaware General Corporation Law, following stockholder approval at the special meeting held on May 24, 2025.

The amendment increased the number of authorized shares of Class A Common Stock from 124,815,625 to 162,815,625 and authorized 4,429,688 shares of Class B Common Stock, bringing the total number of authorized Common Stock shares to 167,245,313. It also increased the number of authorized shares of Preferred Stock from 10,000,000 to 12,900,000 and eliminated the Series A Preferred Stock designation. The increase in Preferred Stock authorization supports the Company’s outstanding and future preferred equity issuances.

Increase in Authorized Shares (September 2025)

On September 23, 2025, the Company filed an amendment to the Third Amended and Restated Certificate of Incorporation with the Delaware SOS to effect (i) an increase in the number of authorized shares of common stock from 167,245,313 to 232,470,985 shares, and (ii) an increase in the number of authorized shares of preferred stock, from 12,900,000 to 17,931,000 shares.

Increase in Authorized Shares (February 2026)

On February 18, 2026, the Company filed an amendment to the Third Amended and Restated Certificate of Incorporation with the Delaware SOS to effect (i) an increase in the number of authorized shares of common stock, par value $0.0001 per share, from 232,470,985 to 312,285,439 shares, and (ii) an increase in the number of authorized shares of preferred stock, par value $0.0001 per share, from 17,931,000 to 24,087,265 shares, increasing the total number of authorized shares of Common Stock and Preferred Stock from 250,401,985 shares to 336,372,704 shares.

Preferred Stock

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Series A Preferred Stock

On January 28, 2025, in connection with a purchase agreement entered into with Mr. Aydt, the Company’s then Global Co-CEO, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A COD”) with the Delaware SOS. The Series A COD designated one share of the Company’s Preferred Stock as Series A preferred stock, par value $0.0001 per share (the “Series A Preferred”) and established the preferences, rights and limitations thereof. The closing of the sale and purchase of the shares of the Series A Preferred was completed on January 28, 2025 for a purchase price of $100.00.

The Series A Preferred was redeemed on March 7, 2025, for a redemption price of $100.00, following the annual meeting of stockholders.

On April 17, 2025, in connection with a purchase agreement entered into with Mr. Aydt, the Company’s then Global Co-CEO, the Company filed the Series A COD with the Delaware SOS. The Series A COD designated one share of the Company’s Preferred Stock, par value $0.0001 per share and established the preferences, rights and limitations thereof. The closing of the sale and purchase of the shares of the Preferred was completed on April 17, 2025 for a purchase price of $100.00.

The Series A Preferred Stock was redeemed on May 28, 2025, for a redemption price of $100.00, following the annual meeting of stockholders. On May 29, 2025, the Company filed a Certificate of Elimination with the Delaware SOS to cancel the designation of the Series A Preferred.

The share of Series A Preferred Stock, each time it was designated and issued, had no voting rights except with respect to certain share authorization proposals. In the Share Authorization Proposals in the Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock dated August 6, 2025 the outstanding share of Series A Preferred Stock had 5,000,000,000 votes with respect to the Share Authorization Proposal.

On August 6, 2025, in connection with a purchase agreement entered into with Mr. Aydt, the Company’s then Global Co-CEO, the Company filed a COD of Series A Preferred Stock with the Delaware SOS. The Series A COD designates one share of the Company’s preferred stock as Series A Preferred Stock, and establishes and designates the preferences, rights and limitations thereof. The closing of the sale and purchase of the share of Series A Preferred Stock was completed on August 6, 2025 for a purchase price of $100.00.

On September 23, 2025, the Company filed a Certificate of Elimination with the Delaware SOS with respect to the Company’s Series A Preferred Stock, following the automatic redemption of all outstanding shares of FFAI Series A Preferred Stock after the conclusion of the Company’s Special Meeting. The Certificate of Elimination cancelled the previous designation of one share of FFAI Series A Preferred Stock from the Charter.

On December 22, 2025, the Company entered into a purchase agreement with Matthias Aydt, pursuant to which the Company agreed to issue and sell one share of the Company’s newly designated Series A Preferred Stock, par value $0.0001 per share, for a purchase price of $100.00. The share of Series A Preferred Stock will have 7,000,000,000 votes, but has the right to vote only on the share authorization proposal.

The share of Series A preferred stock have no voting rights except with respect to the share authorization proposal. Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily, pursuant to which assets of the Company or consideration received by the Company are to be distributed to the stockholders, the holder of Series A preferred stock shall be entitled to receive, before any payment is made to the holders of Common Stock by reason of their ownership thereof, an amount of $100.00. The share of Series A preferred stock are not entitled to receive dividends.

On February 18, 2026, the Company filed a Certificate of Elimination with the Delaware SOS with respect to the Company’s Series A Preferred Stock, following the automatic redemption of all outstanding shares of FFAI Series A Preferred Stock after the conclusion of the Company’s Special Meeting. The Certificate of Elimination cancelled the previous designation of one share of FFAI Series A Preferred Stock from the Charter.

Series B Preferred Stock

On April 3, 2025, in connection with the initial closing under the 2025 March Unsecured SPA, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B COD”) with the Delaware SOS, as amended on April 9, 2025. The Series B COD authorized 9,000,000 shares of the Company’s preferred stock

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Notes to the Unaudited Condensed Consolidated Financial Statements

as Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and established the preferences, rights, and limitations thereof.

The Series B Preferred Stock does not carry dividend rights and is generally non-transferable without the prior written consent of the Board of Directors. Each share entitles the holder to one vote and votes together with the Common Stock as a single class on all matters submitted to stockholders, except where a separate class vote is required by law.

In the event of any liquidation, dissolution, or winding up of the Company, each share of Series B Preferred Stock is entitled to receive a priority distribution equal to the then-effective conversion price under the related convertible notes. Upon the conversion of a holder’s convertible notes into Class A Common Stock, an equal number of Series B Preferred shares are automatically redeemed and retired without any additional consideration.

On July 14, 2025, prior to the initial closing under the 2025 July Unsecured SPA, the Company filed an amendment to the COD of Preferences, Rights and Limitations of Series B Preferred Stock to designate additional 3,000,000 shares of the Company’s authorized and unissued preferred stock as Series B Preferred Stock. The qualifications, restrictions, and limitations relating to the Series B Preferred Stock remain unchanged.

During the three months ended March 31, 2026 — there were no shares of Series B Preferred Stock issued in connection with 2025 March Unsecured SPA Notes and 2025 July Unsecured SPA Notes. During the same period 1,056,382 shares were cancelled upon conversion of 2025 March Unsecured SPA Notes with an aggregate principal amount of $10.1 million.

The Company evaluated these Series B Preferred Stock in connection with the March 2025 SPA Notes and the July 2025 SPA Notes and determined that such Series B Preferred Stocks are not freestanding based on the specific terms associated therewith. As such, no economic value was assigned to the issuance of these Series B Preferred Stock.

Common Stock

Voting

The holders of Class A Common Stock and Class B Common Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders until the occurrence of a Qualifying Equity Market Capitalization, following which holders of Class B Common Stock shall be entitled to ten votes per share and shall continue to be entitled to ten votes per share regardless of whether the Qualifying Equity Market Capitalization shall continue to exist or not thereafter.

Conversion

Shares of Class B Common Stock have the right to convert into shares of Class A Common Stock at any time at the rate of one share of Class A Common Stock for each share of Class B Common Stock. Class A Common Stock does not have the right to convert into Class B Common Stock.

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of the shares of the Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them.

Warrants

FFAI Warrants

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of March 31, 2026 were as follows:

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Notes to the Unaudited Condensed Consolidated Financial Statements


		Number of Warrants	Exercise Price	Expiration Date
Ares Warrants⁽¹⁾		5,776,657	$1.16	August 5, 2027
SPA Warrants⁽¹⁾		5,415	(a) $0.24 or(b) $1.16 or (c) $8,568.00	Various through March 2, 2033
Junior SPA Warrants⁽¹⁾		524,810	$1.02	Various through September 30, 2029
2024 Unsecured SPA Warrants⁽¹⁾		6,185,791	$1.05	Various through January 21, 2030
2025 March Unsecured SPA Warrants(2)		9,047,744	(a) $1.05 or (b) $1.46	Various through March 31, 2031
2025 July Unsecured SPA Warrants⁽¹⁾		4,142,857	$2.02	August 22, 2030
Public Warrants⁽¹⁾		2,453	$110,400.00	July 21, 2026
Private Warrants⁽¹⁾		12	$110,400.00	July 21, 2026
		25,685,739

1	Classified as equity.
2	Of the total 2025 March Unsecured SPA Warrants, 6,998,564 warrants were liability classified, pending formal closing and are measured at fair value. See Note 15 — Fair Value of Financial Instruments.

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2025 were as follows:


		Number of Warrants	Exercise Price		Expiration Date
Public Warrants(1)		2,453	$	110,400.00	July 21, 2026
Private Warrants(1)		12	$	110,400.00	July 21, 2026
SPA Warrants(1)		5,259	$	1.16	Various through November 25, 2032
Junior Secured SPA Warrants(1)		524,810	$	1.16	Various through September 30, 2029
2024 Unsecured SPA Warrants(1)		6,185,791	$	1.22	Various through January 21, 2030
2025 March Unsecured SPA Warrants(2)		5,178,828	(a) $1.39 or (b) $1.46		Various through December 31, 2030
2025 July Unsecured SPA Warrants(1)		4,142,857	$	2.02	August 22, 2030
Ares warrants(1)		5,776,657	$	1.16	August 5, 2027
		21,816,667

1	Classified as equity.
2	Of the total 2025 March Unsecured SPA Warrants, 3,129,648 warrants were liability classified, pending formal closing and are measured at fair value. See Note 15 — Fair Value of Financial Instruments.

Ratchet Anti-dilution Price Protection

The above Ares warrants and SPA Portfolio Note warrants contain full ratchet anti-dilution price protection that requires the exercise price to be adjusted if the Company sells shares of Common Stock below the current exercise price.

During the three months ended March 31, 2026, conversions of certain convertible notes constituted Dilutive Issuances under the anti-dilution provisions of the Company’s outstanding SPA Portfolio warrants. As a result, the exercise prices of Junior Secured, 2024 Unsecured and 2025 March Unsecured SPA warrants were reduced to their respective minimum exercise price floors of $1.02 or $1.05 per share. The SPA Warrants do not contain a minimum exercise price floor. During the three months ended March 31, 2026, conversions of certain convertible notes at prices below the then-current exercise prices constituted dilutive issuances under the anti-dilution provisions of these warrants. As a result, the exercise prices of warrants issued prior to the instruments whose conversions constituted a dilutive issuance were reduced to $0.24 per share, while warrants issued thereafter were not subject to adjustment. The July 2025 Unsecured SPA warrants were not affected, as the triggering conversions are excluded from the anti-dilution provisions under the terms of those warrants.

AIXC Warrants

As a result of the business acquisition of AIXC, as described in Note 3 Goodwill Associated with Business Acquisition, the Company consolidates AIXC warrants, and the number of outstanding warrants to purchase AIXC’s Class A Common

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Notes to the Unaudited Condensed Consolidated Financial Statements

Stock as of March 31, 2026 was as follows:


		Number of Warrants	Exercise Price	Expiration Date








Preferred Warrants - AIXC(1)		107	$1,270.25	Various through 2027
Other Warrants - AIXC(1)		72,004	(a) $5.82 or (b) $6.50	Various in 2028-2029
2024 Pre-funded Warrants - AIXC(2)		51,199	$0.05	Indefinite
2024 Placement Agent Warrants - AIXC(2)		16,019	$7.80	September 2029
2025 Placement Agent Warrants - AIXC(1)		1,087,266	$2.47	September 2030
		1,226,595

1	Classified as equity.
2	Liability classified and are measured at fair value. See Note 15

The number of outstanding warrants to purchase AIXC’s Class A Common Stock as of December 31, 2025 was as follows:


		Number of Warrants	Exercise Price	Expiration Date








Preferred Warrants - AIXC(1)		160	$1,270.25	Various through 2027
Other Warrants - AIXC(1)		72,004	(a) $5.82 or (b) $6.50	Various in 2028-2029
2024 Pre-funded Warrants - AIXC(2)		51,199	$0.05	Indefinite
2024 Placement Agent Warrants - AIXC(2)		16,019	$7.80	September 2029
2025 Placement Agent Warrants - AIXC(1)		1,087,266	$2.47	September 2030
		1,226,648

1	Classified as equity.
2	Liability classified and are measured at fair value. See Note 15

Ratchet Anti-dilution Price Protection

Certain AIXC warrants contain full-ratchet anti-dilution price protection that requires the exercise price to be adjusted if AIXC sells shares of common stock below the current exercise price. Liability-classified AIXC warrants are measured at fair value on a recurring basis, with changes in fair value recognized in other income (expense) in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. These warrants were initially recognized at their respective fair values on the date the Company obtained control of AIXC, and any gains or losses related to changes in fair value prior to that date were recorded in AIXC’s standalone statements of operations. The liability-classified AIXC warrants are included in the warrant liability fair value rollforward presented in Note 15 Fair Value of Financial Instruments.

Insufficient Authorized Shares

From time to time, certain of the Company’s equity-linked financial instruments may be classified as derivative liabilities under ASC 815, Derivatives and Hedging, due to the Company having insufficient authorized and unissued shares to fully settle such instruments in shares. In assessing whether it has sufficient authorized and unissued shares available for share settlement, the Company evaluates the maximum number of shares that could be required to be issued under the instrument being assessed, together with the maximum potential shares issuable under all other existing commitments that may require the issuance of shares, including convertible debt, stock options, warrants, share-based payment awards, and other equity-linked instruments, in accordance with ASC 815-40. The Company also considers instruments with legally enforceable share reserve provisions as having priority in the allocation of available shares.

If the Company determines that it does not have sufficient authorized and unissued shares to settle an equity-linked instrument in shares, the Company applies a sequencing policy under ASC 815-40, Contracts in Entity’s Own Equity, whereby, if reclassification of contracts from equity to assets or liabilities is necessary because the Company cannot demonstrate that it has sufficient authorized and unissued shares to settle the equity-linked financial instrument in shares, the Company reclassifies contracts based on a systematic and consistently applied framework that considers contractual terms, settlement timing, and the

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Notes to the Unaudited Condensed Consolidated Financial Statements

relative priority of instruments, including any legally enforceable share reservation provisions. Contracts reclassified to derivative liabilities are recognized at fair value, with changes in fair value recognized in earnings, until the conditions giving rise to such derivative liability classification are resolved or the Company has sufficient authorized and unissued shares to settle such contracts in shares. The Company applies the same sequencing policy to share-based compensation arrangements when it may not have sufficient authorized and unissued shares available to settle such arrangements in shares.

14.Stock-Based Compensation

2021 Plan

In July 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”). The 2021 Plan allows the Board to grant up to 5,164 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Class A Common Stock to employees, directors, and non-employees. The number of shares of Class A Common Stock available under the 2021 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2024, and continuing until (and including) the calendar year ending December 31, 2031. Annual increases are equal to the lesser of (i) 5 percent of the number of shares of Class A Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board.

As of the effective date of the 2021 Plan, no further stock awards have been or will be granted under the EI Plan or STI Plan (defined below).

At the annual meeting of stockholders held on July 31, 2024, the Company’s stockholders approved (among other proposals) an amendment to the 2021 Plan to increase the number of shares of Class A Common Stock available for issuance under the 2021 Plan by an additional 2,206,324 shares, subject to proportionate adjustment for stock splits and similar events as provided in the 2021 Plan.

At the stockholder’s meeting held September 19, 2025, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2021 Stock Incentive Plan in order to increase the number of shares of FFAI Class A Common Stock available for issuance under the 2021 Plan by an additional 9.5 million shares. The intent of this increase is to bring authorized shares under the 2021 Plan close to industry level. As of March 31, 2026, and 2025 the Company had 260,112 and 535,027 shares of Class A Common Stock, respectively, available for future issuance under the 2021 SI Plan.

Option Awards

As of March 31, 2026, there were no unrecognized stock-based compensation expense for stock options granted under the 2021 Plan. Most options granted under the 2021 Plan vest over a four-year period and are contingent upon the grantee’s continued service.

There were no options granted under the 2021 Plan during the three months ended March 31, 2026.

Restricted Stock Units

As of March 31, 2026, total unrecognized stock-based compensation expense for RSUs granted under the 2021 Plan was less than $0.1 million. Most RSUs granted under the 2021 Plan vest over a four-year period and are contingent upon the grantee’s continued service, except for RSUs granted to members of the Board of Directors, which generally vest over an approximately one-year period.

EI Plan

On February 1, 2018, the Board adopted the Equity Incentive Plan (“EI Plan”), under which the Board authorized the grant of up to 4,416 incentive and nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors and non-employees.

On the closing date and in connection with the Business Combination, each of the Legacy FF’s outstanding options under the EI Plan immediately prior to the closing of the Business Combination remained outstanding and converted into the right to purchase the Company’s Class A Common Stock based on the Exchange Ratio.

During the three months ended March 31, 2026, there were no unrecognized stock-based compensation expense for stock options granted under the EI Plan.

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Notes to the Unaudited Condensed Consolidated Financial Statements

STI Plan

On May 2, 2019, the Company adopted its Special Talent Incentive Plan (“STI Plan”) under which the Board may grant up to 1,472 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors, and non-employees.

The STI Plan does not specify a limit on the number of stock options that may be issued under the plan. Under the terms of the STI Plan, the Company is required to reserve and keep available a sufficient number of shares to satisfy the plan’s requirements. The Company no longer issues equity awards under this plan.

During the three months ended March 31, 2026, there were no unrecognized stock-based compensation expense for stock options granted under the STI Plan.

Equity Awards Outside of Company’s Equity Incentive Plans (Market Awards)

Effective April 23, 2025, the Company entered into an offer letter with Mr. Yueting Jia, under which he was appointed to serve as Global Co-CEO. Mr. Jia currently serves as the Company’s CEO. In connection with his service, Mr. Jia is eligible to receive contingent equity awards if the Company achieves certain stock price or market capitalization milestones. These awards are made outside of the Company’s existing equity incentive plans.

The equity award structure consists of two phases:

•Phase 1: For every $5.00 increase in the Company's daily closing stock price or $700.0 million increase in market capitalization, measured from April 23, 2025, Mr. Jia is eligible to receive restricted stock units (RSUs) equal to 1% of the Company's outstanding shares at the time the milestone is achieved. Awards under this phase are capped at 5% of the Company’s outstanding shares.

•Phase 2: After reaching the 5% cap under Phase 1, Mr. Jia is eligible to receive additional RSUs for each $20.00 increase in stock price or $3.0 billion increase in market capitalization, again equal to 1% of outstanding shares per milestone, up to a cumulative total of 9% of outstanding shares.

To qualify for any award, the applicable stock price or market capitalization level must be sustained for at least 15 consecutive trading days. The effects of stock splits, dividends, mergers, or acquisitions are excluded from milestone calculations. There is no expiration date associated with achievement of the award. The award qualifies for equity accounting pursuant to the provisions of ASC 718, however, since the Company has insufficient authorized but unissued shares the award is presented as a liability within Accrued Expenses and Other Current Liabilities in the Unaudited Condensed Consolidated Balance Sheet for the period ended March 31, 2026.

The fair value of Mr. Jia’s award at grant date was $10.3 million with an estimated total derived service period of 7.61 years, with expected milestone achievement dates between 2029 and 2032. As of March 31, 2026 the fair value of Mr. Jia’s award is $10.0 million with a remaining derived service period of 6.83 years. The Company recognizes expense for Mr. Jia’s award using the accelerated attribution method over the derived service period for each tranche. Because the award is liability-classified, the award is remeasured at fair value at each reporting date until settlement, with changes in fair value recognized as compensation cost based on the portion of the requisite service period rendered. Details on key assumptions and inputs used in valuing Mr. Jia’s award can be found at Note 15, Fair Value of Financial Instruments. The derived service period is not subsequently revised unless the related market condition is achieved before the end of the initially derived service period.

The Company began recognizing expense for Mr. Jia’s market-based awards, which are in addition to his annual equity plan, at the inception of the arrangement. The compensation expense recognized in the three months ended March 31, 2026, was a reversal of accrual of $0.7 million due to a decline in the fair value of the awards liability. The compensation expense recognized in the three months ended March 31, 2025 was nil.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Stock-based compensation expense

The following table presents stock-based compensation expense for all of the Company’s 2021 Plan, EI Plan, and STI Plan and awards outside these plans included in each respective expense category in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows:


	Three Months Ended March 31,
(in thousands)	2026			2025
Research and development	$	23		$	268
Sales and marketing	12			23
General and administrative	(837)		(a)	10
	$	(802)		$	301

(a) Negative stock-based compensation expense in general and administrative due to adjusting down the liability balance of Mr. Jia’s market-based awards and remeasurement of other liability-classified awards.

15.Fair Value of Financial Instruments

Cash Equivalents

The fair value of the Company’s money market funds is based on the closing price of these assets as of the reporting date, which are included in cash equivalents. The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices for identical instruments in active markets. As of March 31, 2026 and December 31, 2025 the Company had cash equivalent balances of $5.9 million and $16.0 million, respectively.

Digital Assets

The Company measures digital assets at fair value in accordance with ASC 820, Fair Value Measurement. Fair value is determined using quoted prices in active markets for identical assets (Level 1 inputs). Accordingly, the Company classifies its digital assets within Level 1 of the fair value hierarchy under ASC 820. The Company utilizes pricing information provided by the principal market, which is based on observable market prices from active trading exchanges. As of March 31, 2026 and December 31, 2025, the Company had digital asset balances of $6.2 million and $10.3 million, respectively.

Notes Payable & Related Party Notes Payable

The Company has elected to measure certain notes payable and related party notes payable at fair value. Specifically, the SPA Portfolio Notes or notes convertible into SPA Portfolio Notes as they contain embedded liquidation premiums with conversion rights that represent embedded derivatives (see Note 8, Notes Payable and Note 9, Related Party Transactions). The Company uses a binomial lattice model and discounted cash flow methodology to value the notes carried at fair value. The significant assumptions used in the models include the volatility of the Class A Common Stock, the Company’s expectations around the full ratchet anti-dilution and other triggering events, the discount rate applied to the Notes, which incorporates a market benchmark rate and a company-specific credit spread, annual dividend yield, and the expected life of the instrument. Because the valuation incorporates significant unobservable inputs, including the Company’s credit spread and expected triggering events, the instruments are classified within Level 3 of the fair value hierarchy.

The fair value adjustments related to notes payables and related party notes payable were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options or Change in fair value of related party notes payable, warrant liabilities, and derivative call options, respectively, in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

For liabilities measured under the fair value option, the portion of the change in fair value attributable to instrument-specific credit risk is presented in other comprehensive income. The Company determines this amount by evaluating changes in the credit spread embedded in the discount rate used to value the convertible notes relative to a market benchmark rate. Changes in the benchmark component are considered market factors, while changes in the Company’s spread relative to the benchmark represent instrument-specific credit risk. During the periods presented, the Company’s credit spread did not change; accordingly, no portion of the change in fair value of the convertible notes was attributable to instrument-specific credit risk.

For notes payable and related party notes payable where the Company did not elect the fair value option pursuant to ASC 825, Financial Instruments, the carrying value approximates the fair value of the obligation.

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Notes to the Unaudited Condensed Consolidated Financial Statements

2025 Convertible Note - AIXC

The fair value of the 2025 Convertible Note - AIXC was estimated using a Monte Carlo simulation model. Key inputs to the model include the AIXC’s stock price, expected equity volatility, the expected equity financing date, the contractual maturity date, risk-free interest rates, and an assessment of the Company’s credit risk. These inputs represent significant unobservable inputs and, accordingly, the instrument is classified within Level 3 of the fair value hierarchy.

Warrant Liabilities

The Company measures certain SPA Portfolio Note warrants, AIXC warrants, and Private Warrants assumed in the Business Combination, that are classified as liabilities, at fair value. The Company uses various option pricing models, including Monte Carlo simulation model, binominal lattice, and the Black Scholes model, to measure the fair value of the instruments based on the specific contractual features.

Significant assumptions used in the valuation models include the volatility of the Company’s Class A Common Stock (or AIXC’s common stock, as applicable), the Company’s expectations around potential down-round protection triggering events, contractual term, risk-free rate and expected annual dividend yield. Because the valuation of these instruments incorporates significant unobservable inputs, warrant liabilities are classified within Level 3 valuations of the fair value hierarchy.

Changes in fair value or warrant liabilities are recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options or Change in fair value of related party notes payable, warrant liabilities, and derivative call options, in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Derivative Call Options

Holders of the Junior Secured SPA Notes, the 2024 Unsecured SPA Notes, and 2025 March Unsecured SPA Notes were issued Incremental Warrants to purchase additional notes on the same terms and conditions up to the amounts originally funded under their commitments. The Company estimates the fair value of the Incremental Warrants using both a binomial lattice model and Monte Carlo simulation to value the Incremental Warrants as the Incremental Warrants entitle the holder to the relevant SPA Portfolio Note and SPA Portfolio Warrant upon exercise. The significant assumptions used include the volatility of the Company’s Class A Common Stock, the Company’s expectations around the full ratchet anti-dilution and other triggering events, the contractual term of the Incremental Warrants, the risk-free rate and annual dividend yield. The underlying convertible notes and the warrants issuable upon the exercise of the Incremental Warrant were assumed to be exercisable up to the maximum allowable amount. Additionally, the terms of these instruments were presumed to be consistent with those of the convertible notes and warrants issued in connection with the Incremental Warrants. Fair value measurements associated with the liability-classified derivatives represent Level 3 valuations under the fair value hierarchy.

The fair value adjustments related to the Incremental Warrants were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options or Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Market-based Awards

Effective April 23, 2025, in connection with his appointment as Global Co-CEO (who is the Company’s current CEO), the Company entered into an offer letter with Yueting Jia that includes a market-based equity award, as further described in Note 14, Stock-Based Compensation. The award is contingent upon the achievement of specified stock price and market capitalization milestones and was granted outside of the Company’s existing equity incentive plans.

The Company concluded that the award qualifies for equity classification under ASC 718. However, because the Company does not currently have a sufficient number of authorized but unissued shares the award is classified as liability within Accrued Expenses and Other Current Liabilities in the Unaudited Condensed Consolidated Balance Sheet for the period ended March 31, 2026. Shares based compensation expense is recorded in General and administrative expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

The fair value of the award is remeasured quarterly using a Monte Carlo simulation model based on a Geometric Brownian Motion framework. Significant assumptions used in the valuation included a stock price of $0.27, an effective date market capitalization of $76.4 million, a risk-free rate of 4.29%, a selected equity volatility of 85.0%, and an estimated contractual term of ten years. The remaining total derived service period for the award is 6.83 years, with expected milestone achievement dates between 2029 and 2033. Market-based Awards liabilities are classified within Level 3 valuations of the fair value hierarchy.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Director Awards

On August 14, 2025, the Board of Directors approved restricted stock unit (“RSU”) awards with a target value of $150,000 for each of three non-employee directors, payable in shares of the Company’s Class A Common Stock pursuant to the Amended and Restated 2021 Stock Incentive Plan, as further described in Note 14, Stock-Based Compensation.

The closing price of the Company’s Class A Common Stock was $3.00 on August 14, 2025, representing an aggregate approved award value of $450,000 for the three directors. On December 31, 2025, the Board approved the use of the closing stock prices on August 14, 2025 and December 31, 2025 in determining the number of RSUs to be issued and authorized a make-whole adjustment to compensate the directors for the decline in the Company’s stock price between those dates. The closing price of the Company’s Class A Common Stock was $1.02 on December 31, 2025. At the time of approval, the Company did not have a sufficient number of authorized and unissued shares available for issuance. As a result, the Company classified these awards as liability-classified awards. The awards will continue to be accounted for as liabilities until the share sufficiency issue is resolved.

The fair value of the RSU awards was determined using the quoted market price of the Company’s Class A Common Stock, which represents an unadjusted quoted price in an active market for identical securities. Accordingly, the fair value measurement is classified within Level 1 of the fair value hierarchy under ASC 820, Fair Value Measurement.

Each RSU represents the right to receive one share of the Company’s Class A Common Stock upon vesting and settlement. The awards vest upon the earlier of the next annual meeting of stockholders following the grant date or April 15, 2026, subject to the director’s continued service through the applicable vesting date and stock based compensation expense is recorded in General and administrative expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Recurring Fair Value Measurements by Hierarchy Level

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy:


	March 31, 2026
(in thousands)	Level 1		Level 2		Level 3
Assets:
Money-market funds	$	5,932	$	—	$	—
Digital assets	$	6,197	$	—	$	—
Liabilities:
Warrant liabilities1	$	—	$	—	$	960
Derivative Call Option	$	—	$	—	$	6,294
Notes payable1	$	—	$	—	$	42,018
YT's Market-based Awards	$	—	$	—	$	1,670
Director Awards	$	111	$	—	$	—


1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements


	December 31, 2025
(in thousands)	Level 1		Level 2		Level 3
Assets:
Money-market funds	$	15,957	$	—	$	—
Digital assets	$	10,250	$	—	$	—
Liabilities:
Warrant liabilities1	$	—	$	—	$	1,950
Derivative Call Option	$	—	$	—	$	12,546
Notes payable1	$	—	$	—	$	56,376
YT's Market-based Awards	$	—	$	—	$	2,371
Director Awards	$	261	$	—	$	—


1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities.

There were no transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the three months ended March 31, 2026, and 2025. The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, accounts payable, accrued liabilities and notes payable, other than the SPA Portfolio Notes and the 2025 Convertible Note - AIXC, approximate fair value because of their short-term nature or contractually defined value.

Recurring Level 3 Fair Value Measurement Activity

The following table summarizes the activity of Level 3 fair value measurements:


(in thousands)	Warrant Liabilities1			Derivative Call Option1			Notes Payable1			Market-based award4
Balance as of December 31, 2025	$	1,950		$	12,546		$	56,376		$	2,371
Additions	491		2	1,005		2	5,879		3	445
Payment of Notes Payable	—			—			(132)			—
Change in fair value measurements	(1,481)			(7,257)			5,212			(1,146)
Conversions of notes to Class A Common Stock	—			—			(25,317)			—




Balance as of March 31, 2026	$	960		$	6,294		$	42,018		$	1,670

1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities.
2 Addition to Warrant Liabilities and Derivative Call Option are included as loss in line items Change in fair value of notes payable, warrant liabilities, and derivative call options and Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. This information is presented to facilitate reconciliation to the related amounts reported in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
3 Additions of Notes Payable measured at fair value are presented net of the initial fair value adjustment recorded at issuance. The aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $3,341 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction. In addition, the line item Change in fair value of notes payable, warrant liabilities, and derivative call options includes a loss of $1,160 thousand, and the line item Change in fair value of related party notes payable, warrant liabilities, and derivative call options includes a loss of zero, both of which relate to debt issuance costs. These costs are separately identifiable from the fair value adjustments described above and are not included in the Additions of Notes Payable This information is presented to facilitate reconciliation to the related amounts reported in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
4 As discussed in Note 14, Stock-Based Compensation, the issuance date fair value of the Market-based award is $10.3 million and as of March 31, 2026 the fair value of the Market-based award was $10.0 million. Amounts displayed here represent vesting for the award based on the issuance date fair value and the subsequent remeasurement of amounts vested.

16.Net Loss per Share

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Net Loss Per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares issued and shares to be issued under the commitment to issue shares, as these shares are issuable for no consideration.

Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average number of shares issued and shares to be issued under the commitment to issue shares for potentially dilutive instruments.

The following data shows the amounts used in computing net loss per share and the effect on net loss and the weighted-average number of shares as follows:


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2026		2025
Net loss attributable to Faraday Future Intelligent Electric Inc.	$	(38,856)	$	(10,278)
Less: Deemed Dividend	(85)		—
Net loss available to common stockholders	$	(38,941)	$	(10,278)

Weighted average shares used in computing net loss per share of Class A and B Common Stock:
Basic	214,502,895		75,749,893
Diluted	214,502,895		75,749,893

Net loss per share of Class A and B Common Stock attributable to common stockholders:
Basic	$	(0.18)	$	(0.14)
Diluted	$	(0.18)	$	(0.14)

The net loss per common share was the same for the Class A Common Stock and Class B Common Stock because they are entitled to the same liquidation and dividend rights and are therefore combined in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Potentially Dilutive Shares

The Company reported net losses for all periods presented, resulting in all potentially dilutive Common Stock equivalents being considered antidilutive and excluded from the calculation of net loss per share. The Company’s Series B Preferred Stock is not convertible into Class A Common Stock and does not participate in the Company’s earnings and, therefore, is not a potentially dilutive security under ASC 260.

The table below presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of Common Stock attributable to Common Stock stockholders due to their antidilutive effect:

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements


	Three Months Ended March 31,
	2026	2025
Shares issuable upon conversion of SPA Portfolio Notes	199,202,056	44,298,705
Shares issuable upon conversion of Unsecured Convertible Notes	25,311,924	1,809,969
Shares issuable upon exercise of equity classified SPA Portfolio Note warrants	12,907,780	15,238
Shares issuable upon exercise of liability classified SPA Portfolio Note warrants	6,998,837	35,244,948
Other warrants	5,776,657	5,776,657
Stock-based compensation awards – Options	2,273	2,514
Stock-based compensation awards – RSUs	6,095	155,134
Public warrants	2,453	2,453
Private warrants	12	12
	250,208,087	87,305,630

17.Segment Information

The Company has three reportable segments: AI Electric Vehicles (“AIEV”), Robotics and AIXC. Our reportable segments are based upon the industries where the Company commercializes its products and services. In the quarter ended March 31, 2026, the Company expanded its strategy of resource allocation beyond electric vehicles and digital assets to include embodied AI (EAI) robotics which will focus in the early stages on humanoid robots with use cases in hospitality, education and data collection. Furthermore, our reportable segments reflect how we report our financial results to the chief operating decision maker ("CODM"). Mr. Yueting Jia serves as the Company’s CODM, who is responsible for reviewing segment performance and making decisions regarding resource allocation. “Loss from operations” is the segment performance measurement that the CODM reviews for the Company’s reportable segments and the Company identified the same measurement as the key measure of “significant segment expense.” Loss from operations is the measure of segment profit or loss that is most consistent with the measurement principles used in measuring the corresponding amounts in the Company’s unaudited condensed consolidated financial statements.

While loss from operations is the primary measure used by the CODM to evaluate performance and allocate resources, the CODM also reviews gross profit for the Robotics segment as an additional performance measure given the segment’s early stage of commercialization and focus on product-level profitability. Gross profit is defined as revenue less cost of revenues. At this time, general and administrative, research and development, and sales and marketing expenses are not allocated to the Robotics segment. Gross profit is not used as the primary measure of segment profit or loss for AIEV or AIXC.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The following table presents revenues, expenditures and loss from operations data of the Company and its reportable segments for the three months ended March 31, 2026, and 2025. In 2025, the Company operated as a single segment (AIEV).


	Three Months Ended March 31, 2026								Three Months Ended March 31, 2025
(in thousands)	AIEV		Robotics (1)		AIXC		Consolidated		Consolidated

Revenue	$	224	$	288	$	—	$	512	$	316
Cost of revenues	11,746		144		—		11,890		21,381
Gross (loss) profit	(11,522)		144		—		(11,378)		(21,065)
Operating expenses
Research and development	6,986		—		4		6,990		6,419
Settlement on accrued research and development expenses	—		—		—		—		—
Sales and marketing	4,978		—		638		5,616		2,629
General and administrative	5,647		—		3,548		9,195		13,674
Loss on disposal of property, plant, and equipment	328		—		—		328		44
Asset impairment on long-lived assets	—		—		—		—		—
Impairment of intangible assets, including goodwill	2,072		—		183		2,255		—
Credit loss expense - short-term note receivable	—		—		143		143		—
Total operating expenses	20,011		—		4,516		24,527		22,766

(Loss) income from operations	$	(31,533)	$	144	$	(4,516)	$	(35,905)	$	(43,831)












(1) The Robotics segment is evaluated by the CODM using gross profit as an additional performance measure. General and Administrative, Research and Development, and Sales and Marketing expenses are not allocated to the Robotics segment, as these costs are managed on a consolidated basis and are primarily reflected within the AIEV segment.

Inter-segment transactions are eliminated in consolidation. During the three months ended March 31, 2026, inter-segment activity between AIEV and AIXC totaled approximately $0.5 million and primarily related to transition services provided under a transition services agreement. These amounts were eliminated in consolidation and did not impact consolidated loss from operations.

Additional segment disclosures are as follows:


	Three Months Ended March 31, 2026								Three Months Ended March 31, 2025
(in thousands)	AIEV		Robotics		AIXC		Consolidated		Consolidated
Depreciation and amortization	$	8,081	$	—	$	—	$	8,081	$	17,527
Interest expense	$	(2,478)	$	—	$	—	$	(2,478)	$	(2,302)

Net loss on digital assets	$	—	$	—	$	(1,946)	$	(1,946)	$	—

	As of March 31, 2026								As of December 31, 2025
(in thousands)	AIEV		Robotics		AIXC		Consolidated		Consolidated
Net assets	$	(2,774)	$	144	$	21,871	$	19,241	$	7,759

18.Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the Unaudited Condensed Consolidated Financial Statements were issued.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Subsequent SPA Portfolio Notes Activity

Subsequent to March 31, 2026, the Company received gross proceeds in connection with issuance of SPA Portfolio Notes to third parties totaling $1.5 million, with maturity period of five or six years and 10.00% or 15.00% interest. Principal and accrued interest are convertible at the option of the holder into Common Stock of the Company at a conversion price per share equal to the lower of a) stated conversion price or b) lowest VWAP of the five trading days immediately prior to the day on which lender provides conversion notice or 90% of the previous trading day VWAP. Additionally, $3.9 million of principal and $0.6 million of interest of the Company’s SPA Portfolio Notes were converted into 19,123,530 shares of the Company’s Class A Common Stock.

Amended and Restated Securities Purchase Agreement with Gold King Arthur Holding Limited

On April 14, 2026, the Company amended and restated its previously disclosed securities purchase agreement with Gold King Arthur Holding Limited, a third-party investor designated by AIXC. The amendment increased the total investment amount from $10.0 million to approximately $12.0 million, consisting of Class A common stock and newly designated Series C Convertible Preferred Stock, and replaced the prior true-up provision with a fixed warrant arrangement tied to the Company’s future FX Super One delivery milestone. In connection with the amended arrangement, the Company’s previously disclosed $2.0 million unsecured loan from Gold King Arthur Holding Limited, together with related accrued interest, was satisfied through cancellation and extinguishment as part of the amended and restated securities purchase agreement.

Series A Preferred Stock Issuance

On April 15, 2026, the Company issued one share of newly designated Series A Preferred Stock to Matthias Aydt for a purchase price of $100. The Series A Preferred Stock is entitled to vote only on proposals relating to an increase in authorized common stock and a reverse stock split, with votes required to be cast in the same proportion as votes cast by holders of the Company’s common stock, subject to specified conditions.

Board Resignations and Appointments

On April 14, 2026, Matthias Aydt resigned from the Company’s Board of Directors for personal reasons and informed the Board of his intention to resign as Global Co-Chief Executive Officer at such time as the Board deems fit. On April 16, 2026, Jie (Jay) Sheng and Chui Tin Mok resigned from the Board, and the Company appointed Jiawei (Jerry) Wang, Xiao (Lucky) Jiang and Kevin Chen to the Board. Mr. Mok continues to serve as an executive officer and Head of FF Middle East.

Streeterville Notes Financing

On April 17, 2026, the Company entered into a notes purchase agreement with Streeterville Capital, LLC, pursuant to which the Company issued promissory notes for an aggregate purchase price of $45.0 million. The financing consisted of a Promissory Note A-1 with an original principal amount of approximately $15.8 million and a Secured Promissory Note B with an original principal amount of $30.0 million. The A-1 Note bears interest at 9.0% per annum, matures 24 months after the purchase price date, includes an original issue discount and transaction expense amount, and provides the lender with certain monthly redemption rights beginning in October 2026, subject to the terms of the note. The B Note bears interest at 3.5% per annum, matures 24 months after the purchase price date, is secured by a deposit account control agreement and related collateral arrangements, and may be exchanged into additional A Notes under specified conditions. The financing included related collateral, guaranty and security arrangements, including a deposit account control agreement and pledge of the Company’s membership interests in its wholly-owned subsidiary FFAI Holdings, LLC. The Company’s obligations under the notes are guaranteed by certain subsidiaries, and the B Note is further supported by the pledge of the Company’s membership interests in FFAI Holdings, LLC.

Supplemental Agreement to Engineering Services Agreement

On April 30, 2026, GlobeX AI Hong Kong Holding Limited, a special purpose entity controlled by the Company, entered into a supplemental agreement to a previously executed engineering services agreement with its previously announced bridge strategy partner. Under the supplemental agreement, the Company plans to upgrade the FX Super One to an 800V architecture or accelerate the AIHER project, while pausing the original Super One 400V cooperation project. The advance research and development fee remains due and payable, while subsequent remaining balances and development, testing and engineering services are paused.

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Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Chief Executive Officer Transition

On May 5, 2026, the Board of Directors accepted the resignation of Matthias Aydt from his position as Global co-CEO. With the resignation of Mr. Aydt, the Board of Directors acknowledged Mr. Yueting Jia as the sole Global CEO (“CEO”) of the Company.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All references in this Report to “FFAI,” the “Company,” “FF,”“we,” “us,” or “our” mean Faraday Future Intelligent Electric Inc., together with its consolidated subsidiaries. Unless the context otherwise requires, references to “Faraday Future Intelligent Electric Inc.” mean the parent company without its consolidated subsidiaries.

The following discussion and analysis is intended to help readers understand our results of operations and financial condition. This discussion and analysis is provided as a supplement to, and should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and Notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Report” or this “Form 10-Q”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information regarding to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from management’s expectations as a result of various factors, including but not limited to those discussed in the sections entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 31, 2026 and “Cautionary Note Regarding Forward-Looking Statements” below. The objective of this section is to provide investors with an understanding of the financial drivers and levers of our business and to describe the financial performance of the business.

Cautionary Note Regarding Forward-Looking Statements

This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our financial and business performance, market acceptance and success of our business model, our ability to expand the scope of our offerings, and our ability to comply with the extensive, complex, and evolving regulatory requirements. These statements are based on management's current expectations, but actual results may differ materially due to various factors.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section titled “Risk Factors” in the Form 10-K for the year ended December 31, 2025 filed on March 31, 2026. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation (and expressly disclaim any obligation) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under the section titled “Risk Factors” Item 1A in the Form 10-K, filed on March 31, 2026, may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

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Overview

Company Overview

We are a California-based, global, shared, intelligent mobility ecosystem company founded in 2014 with a vision to disrupt the automotive industry. Our Class A Common Stock and Public Warrants trade on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbols “FFAI” and “FFAIW,” respectively.

With headquarters in the greater Los Angeles, California area, we design and engineer next-generation intelligent, connected electric vehicles and are developing embodied AI robotics products and related commercialization initiatives. We manufacture vehicles at the FF aiFactory California production facility in Hanford, California. We also have additional engineering, sales, and operational capabilities in China. Additionally, we have established operations in the United Arab Emirates, including an entity to manage assembly and sales support for FF 91 series vehicles and a facility in Ras Al Khaimah intended to support future FX Super One production, further expanding our presence in the Middle East as part of our “third pole” strategy.

Since our founding, we have developed technologies and products focused on intelligent electric vehicles and connected mobility systems. We believe these capabilities support our strategy to develop intelligent electric vehicles and related mobility technologies. Our long-term strategy is centered on building an integrated Embodied Artificial Intelligence (“EAI”) ecosystem that includes intelligent electric vehicles and robotics.

Our product roadmap builds on the FF 91 platform through the planned FF 92 upgrade program and the FX Super One and reflects an increased focus on reallocating resources, manufacturing capacity, and engineering efforts toward these programs and our robotics commercialization initiatives. We expect our broader product portfolio to better align product strategy with anticipated demand, improve capital efficiency, and support the next phase of our commercialization efforts.

We have begun implementing an embodied AI robotics strategy intended to complement our intelligent mobility ecosystem. This initiative is focused on the development and commercialization of robotics products that may leverage our AI, sensor, software, and platform capabilities developed for intelligent electric vehicles. During the three months ended March 31, 2026, our robotics business entered the early commercialization stage, including initial product deliveries and non-binding pre-order activity supported by non-refundable deposits. Management views embodied AI robotics as an extension of our EAI ecosystem, connecting intelligent vehicles, robotics devices, an EAI brain, an open-source and open-platform framework, and data-driven AI capabilities to support long-term technology commercialization efforts.

AIXC’s common stock is listed on Nasdaq under the ticker symbol “AIXC.” Through AIXC, we are evaluating emerging technology initiatives, including AI, blockchain-based platform development, and related crypto service initiatives that may complement our broader ecosystem strategy.

Strategies

•Dual-Home Market Strategy: We have implemented a dual-home market strategy, integrating U.S.-based technological innovation and vehicle development with China’s supply chain and production capabilities.

•Third Pole Strategy: We have begun implementing a "third pole" strategy with an operational facility in the U.A.E., complementing our U.S. and China market approach.

•Dual-flywheel Strategy:

1.Product and Ecosystem Bridge – Focused on connecting our intelligent mobility operations with our broader EAI ecosystem, including intelligent electric vehicles, robotics, AI-enabled technology, and related platform initiatives. This strategy builds on the original FF Bridge Strategy launched in May 2024, which leverages our “Light 4, Swift 4, Focused 5, Empowering 5” model to combine global supply chain strengths with innovation in the United States. Management believes this approach supports FX, our mass-market brand, and may expand potential opportunities in the U.S. AIEV market.

2.AIXC Platform Strategy – Focused on evaluating emerging technology initiatives through AIXC, including AI, blockchain-based platform development, and related crypto service initiatives that may complement our broader EAI ecosystem. These initiatives remain in the early stages and are intended to support potential future platform capabilities associated with intelligent mobility, robotics, user engagement, and ecosystem development.

3.EAI EV and EAI Robotics Strategy – We are advancing a dual-engine strategy centered on intelligent electric vehicles and embodied AI robotics. This strategy is intended to leverage our AI, sensor, software, and

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platform capabilities across both vehicle and robotics applications, while supporting commercialization opportunities through product sales, non-binding pre-order activity, co-creation arrangements, and scenario-based deployments.

•Stockholder Initiative: We have implemented an initiative intended to reinforce management’s commitment to transparency, accountability, and long-term value creation, including share purchases by our leadership.

Technology & Innovation

•Our Proprietary VPA: We have designed and developed our proprietary Variable Platform Architecture (“VPA”), a mobility platform designed to enable scalable vehicle development across multiple segments.

•Propulsion System: Our propulsion system is designed to support vehicle acceleration, range, and efficiency through our inverter design and integration with our AI-powered user experience.

•I.A.I Technology: Our advanced I.A.I technology offers high-performance computing, high-speed internet connectivity, OTA updating, an open ecosystem for third-party application integration, and an advanced autonomous driving-ready system. These capabilities also support our evolving ecosystem strategy, which includes embodied AI robotics initiatives and related crypto service and blockchain-based platform technologies through AIXC.

•Intellectual Property: Since inception, we have developed a portfolio of intellectual property, and established a global team of automotive and technology experts. As of March 31, 2026, we had been granted approximately 656 patents globally.

AIEV Product & Pipeline

•FF 91: We believe the FF 91 Futurist (the “FF 91,” “FF 91 Futurist,” or “FF 91 2.0 Futurist Alliance”) is one of the first ultra-luxury electric vehicles designed to offer a highly personalized, fully connected user experience for drivers and passengers. We began production of the FF 91 2.0 Futurist Alliance and commenced deliveries in 2023. As part of our delivery plan, we are continuing limited FF 91 deliveries to select users while reallocating resources, manufacturing capacity, and engineering efforts toward the planned FF 92 upgrade and the FX Super One. Our strategy emphasizes continued FF 91 deliveries together with development of the FF 92, while the FX brand leverages the Super One to enter the U.S. multi-purpose vehicle market.

•FF 92: We are developing the FF 92 as the next-generation ultra-luxury electric vehicle built on the FF 91 platform, designed to support our continued participation in the ultra-luxury intelligent electric vehicle segment as part of a planned FF 92 upgrade program. The FF 92 remains in the research and development stage and has not yet entered commercial production.

•FX Super One: We are developing the FX Super One as the first “First Class AI‑MPV” under the FX brand, blending luxury and versatility in an AI‑powered multi‑purpose vehicle. The FX Super One is designed to serve visionaries and families, combining a spacious cabin with flexible four‑, six‑ or seven‑seat configurations and advanced AI features. It incorporates the Super EAI F.A.C.E. system—a customizable front LED display that can serve as an expressive “face” and extend the user’s presence—and is built on FF’s EAI 6×4 technology platform. The vehicle offers both pure battery‑electric and AI hybrid extended‑range powertrain options, intelligent all‑wheel drive, and an expansive interior with zero‑gravity seats, a multi‑source sensor suite for proactive safety, and an EAI operating system that supports voice, gesture and immersive multimedia interaction. The FX Super One is currently in development; pilot production and regulatory preparations are under way. During the three months ended March 31, 2026, we continued development, supplier coordination, and commercialization preparation activities for the FX Super One, including pre-order and go-to-market activities in the U.S. and Middle East.

•Vehicle Pipeline: In addition to the FF 91, FF 92, and FX Super One, our planned B2C passenger vehicle lineup includes the FX 4 and FX 6. The FX 4 is designed as a mainstream, large-space sporty AIEV intended to broaden our reach beyond the ultra-luxury segment, while the FX 6 is planned as a larger, family-oriented AIEV positioned above the FX 4 within the FX lineup. Both models are expected to offer a mix of battery-electric and range-extended powertrain configurations and are intended to complement the FX Super One by expanding our presence in higher-volume segments of the global EV market. Both the FX 4 and FX 6 are currently in the early stages of research and development.

We are evaluating AI, blockchain-based platform, and related crypto service initiatives as part of our broader Embodied Artificial Intelligence (“EAI”) ecosystem strategy. These initiatives remain in the early development stage and are intended to support potential platform capabilities associated with the Company’s ecosystem development.

AIXC Platform Initiatives

•Through AIXC, we are evaluating emerging technology initiatives, including AI, blockchain-based platform

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development, and related crypto service initiatives. These efforts are intended to support potential Web3 applications, decentralized infrastructure, and crypto service-related services that may complement the Company’s broader intelligent mobility ecosystem.

•We are exploring blockchain-based platform technologies that could enable secure data management, digital identity, and decentralized applications associated with connected vehicles and user engagement platforms. These initiatives remain in the early development stage and have not yet generated material revenues.

Embodied AI Robotics Initiatives

•We have begun implementing exploring embodied AI robotics applications that leverage its artificial intelligence, sensor, and software platform capabilities developed for its intelligent electric vehicles. These efforts are focused on extending our AI perception, control systems, and autonomous computing architecture into robotics applications.

Manufacturing & Distribution

•FF Series Manufacturing: The FF 91 Series is currently being manufactured in FF aiFactory California.

•FX Series Manufacturing: Certain FX Series models are expected to be manufactured at FF aiFactory California, and, contingent on adequate funding and local regulatory and operational preparations, FX Super One production is targeted at our Ras Al Khaimah facility in the United Arab Emirates.

•Robotics Manufacturing: Our robotics products are currently being assembled at our El Segundo, California facility. We are evaluating plans to scale production, including potential transition of robotics assembly to our Hanford, California facility and/or other manufacturing locations, subject to funding, operational readiness, and market demand.

•Global Availability: All of our vehicles are expected to be available for sale in the U.S. and the Middle East. Our Ras Al Khaimah facility in the United Arab Emirates integrates offices, production workshops, and operational hubs and is positioned to support sales and service across the Gulf Cooperation Council countries; this facility has been highlighted as a springboard for our future expansion into European and North African markets. In parallel, the FF China team is focused on strengthening global supply‑chain management and pursuing strategic partnerships with intelligent‑driving companies, which could eventually support manufacturing and distribution activities in China.

Recent Developments

The following summarizes certain developments occurring from January 1, 2026 through the filing date of this report that relate to the Company’s operations and product development, financing activities, and corporate actions.

AIEV - Strategic Operations and Product Development

•In February 2026, GlobeX AI Hong Kong Holding Limited, a special purpose entity controlled by the Company, entered into a package of agreements with Hebei Huanzhou Automobile Sales Co., Ltd. relating to the development, mass-production-oriented parts procurement, engineering support and related commercial arrangements for a battery electric version of the FX Super One for the U.S. market. The agreements also addressed certain intellectual property, product liability and after-sales matters, and the parties may negotiate additional vehicle development projects, including the FX 4, and potential geographic expansion to Canada and the Middle East.

•In March 2026, the Company provided an update on its EAI EV strategy, stating that the FX Super One had advanced into engineering validation, homologation and production system refinement following the roll-off of the first pre-production vehicle at its Hanford, California facility in December 2025. The Company also stated that it continued to advance U.S. production readiness, including localized certification work related to Federal Motor Vehicle Safety Standards (“FMVSS”) requirements, and remained focused on phased delivery of the FX Super One.

•In March 2026, the Company announced that it continued to expand its Co-Creation Ecosystem B2B2C model and Four-Pillar Sales Architecture, including community sales, partner sales, B2B sales and third-party e-commerce. The Company also stated that, following its presence at the NADA Dealer Summit, it signed memorandums of understanding for sales cooperation covering both the FX Super One and EAI robots with several U.S. mainstream dealerships.

•In April 2026, GlobeX AI Hong Kong Holding Limited, a special purpose entity controlled by the Company, entered into a supplemental agreement to a previously executed engineering services agreement with its previously

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announced bridge strategy partner. Under the supplemental agreement, the Company plans to upgrade the FX Super One to an 800V architecture or accelerate the AIHER project, while pausing the original Super One 400V cooperation project. The advance research and development fee remains due and payable, while subsequent remaining balances and development, testing and engineering services are paused.

Robotics - Strategic Operations and Product Development

•In February 2026, the Company established FF AI-Robotics Inc. and launched three robotics product lines, FF Futurist, FF Master and FX Aegis, and disclosed that sales and pre-orders had opened, more than 1,200 non-binding and non-refundable B2B deposits had been received, and initial deliveries were planned for late February 2026. The Company also stated that the Mobile Manipulator Robot Series was planned to be launched in the second quarter, that robotics production preparation was underway, and that FF AI-Robotics entered into a non-binding letter of intent with AIXC to evaluate Web3 collaboration opportunities.

•In February 2026, the Company furnished a corrected press release announcing the establishment of FF AI-Robotics Inc. and the launch of its first three robotics product lines: FF Futurist, FF Master, and FX Aegis. The release stated that sales and pre-order collection had begun, the first deliveries were planned for the end of February, the Mobile Manipulator Robot Series was planned for the second quarter, and the Company had received more than 1,200 non-binding and non-refundable B2B deposits. The release also stated that the robotics business had entered production preparation and that FF AI-Robotics entered into a non-binding letter of intent with AIXC to evaluate Web3 collaboration opportunities.

•In February 2026, the Company delivered its first batch of robots to Golden Hills, a premium Airbnb property operator in Florida and Nevada, pursuant to a sales agreement. This milestone marked the official launch of FF’s first AI-robot delivery cycle in 2026.

The following summarizes certain significant financing activities during the period. Additional details regarding the Company’s debt and financing arrangements are included in Notes 8 and 9 to the Unaudited Condensed Consolidated Financial Statements.

AIEV - Capital Raising & Financing Agreements

•In February 2026, the Company entered into a Securities Purchase Agreement with an accredited investor to sell $10.0 million of Class A common stock at a per-share price equal to 100% of the closing price immediately prior to closing. The subscription amount was to be provided to the investor by AIxCrypto Holdings Inc. (“AIXC”), and the agreement included a true-up share issuance feature if the Company issued common stock or equivalent securities before the earlier of six months after closing or effectiveness of the related registration statement at a lower price, subject to specified exceptions.

•In March 2026, the Company entered into two supplemental agreements with Chongqing LeTV Microloan Co., Ltd. to settle certain previously assigned debt obligations for an aggregate settlement amount of RMB 25.4 million (approximately $3.7 million), payable in installments through December 31, 2028.

•In April 2026, the Company entered into a $2.0 million unsecured loan agreement with Gold King Arthur Holding Limited. The loan bore interest at 10% per annum, matured one year from the advancement date, and was designated for expenses associated with the Company’s robotics business, other business operations, including payroll, and related unforeseen expenses. The loan and accrued interest were subsequently satisfied through cancellation and extinguishment as part of the amended and restated securities purchase agreement with Gold King Arthur Holding Limited. The amended and restated securities purchase agreement increased the total investment amount to approximately $12.0 million and contemplated the issuance of Class A common stock, newly designated Series C Convertible Preferred Stock, and a fixed warrant arrangement tied to the Company’s future FX Super One delivery milestone.

•In April 2026, the Company entered into a notes purchase agreement with Streeterville Capital, LLC, pursuant to which the Company issued and sold a Promissory Note A-1 with an original principal amount of approximately $15.8 million and a Secured Promissory Note B with an original principal amount of $30.0 million, for an aggregate purchase price of $45.0 million. The A-1 Note bears interest at 9.0% per annum, matures 24 months after the purchase price date, includes an original issue discount and transaction expense amount, and provides the lender with certain monthly redemption rights beginning in October 2026, subject to the terms of the note. The B Note bears interest at 3.5% per annum, matures 24 months after the purchase price date, is secured by a deposit account control agreement and related collateral arrangements, and may be exchanged into additional A Notes under specified conditions. The Company’s obligations under the notes are guaranteed by certain subsidiaries, and the B Note is further supported by a pledge of the Company’s membership interests in FFAI Holdings, LLC.

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The following summarizes certain stock exchange compliance matters, corporate actions, and governance developments during the period.

AIEV - Stock Exchange Compliance & Stockholder and Corporate Actions

•In February 2026, the Company held a special meeting of stockholders at which stockholders approved an increase in the Company’s authorized shares to support capital planning, FX Super One vehicle milestones, and expansion of embodied artificial intelligence (“EAI”) robotics initiatives. On February 18, 2026, the Company filed a Certificate of Amendment to increase its authorized Class A common stock from 232,470,985 shares to 312,285,439 shares and its authorized preferred stock from 17,931,000 shares to 24,087,265 shares. The additional authorized share capacity is intended to support near-term capital planning needs, existing obligations to issue shares of Class A common stock, and potential future financings, strategic transactions, stock issuances pursuant to employee benefit plans, and other proper corporate purposes aligned with the Company’s 2026 business strategy. The approval relates solely to the authorization of additional shares and does not, by itself, result in the issuance of any shares.

•In February 2026, the Company filed a certificate of elimination with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share, following the automatic redemption of all outstanding shares of FFAI Series A Preferred Stock after the conclusion of the Company’s stockholders’ special meeting. The certificate of elimination (i) eliminated the previous designation of one share of FFAI Series A Preferred Stock from the charter, and (ii) caused such share of FFAI Series A Preferred Stock to resume its status as an authorized but unissued and non-designated share of preferred stock.

•In March 2026, the Company received a letter from the Division of Enforcement of the U.S. Securities and Exchange Commission stating that, based on the information available as of March 18, 2026, the staff did not intend to recommend an enforcement action against the Company. Similar letters were also received by Company Founder and Yueting Jia and Jerry Wang in their individual capacities. The letters further stated that they “must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation.

•In March 2026, the Company received a notice from Nasdaq indicating that it was not in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), because the closing bid price of its Class A common stock remained below $1.00 per share for 30 consecutive trading days. The Company has until September 16, 2026 to regain compliance, and its Class A common stock will continue to trade on the Nasdaq Capital Market during the compliance period.

•In March 2026, the Company announced an executive and employee share purchase initiative under which certain executives and employees would defer a portion of their base compensation for the period from March 1, 2026 through May 31, 2026. Subject to Board approval, applicable securities laws and the Company’s trading policies, the Company stated that it intended to repurchase shares of its common stock in an amount approximately equal to the estimated after-tax deferred compensation for the period, or approximately $0.5 million, and subsequently transfer the repurchased shares to participating executives and employees in settlement of the deferred compensation obligations.

•In April 2026, the Company entered into a purchase agreement with Matthias Aydt, pursuant to which the Company issued and sold one share of newly designated Series A Preferred Stock for a purchase price of $100. The Series A Preferred Stock has 10,000,000,000 votes but is entitled to vote only on proposals relating to an increase in authorized common stock and a reverse stock split, and the holder is required to vote the share in the same proportion as shares of common stock voted on such proposals, subject to a minimum common stock quorum condition. The Series A Preferred Stock is not convertible into common stock, is not entitled to dividends, has a $100 liquidation preference, and is subject to transfer restrictions.

The following summarizes certain leadership, governance, and organizational developments during the period.

Corporate Governance

•In February 2026, Chui Tin Mok, an executive member of the Company’s Board of Directors, notified the Board of his intention to resign as a director upon the Board’s confirmation of a successor nominee, in order to focus on the Company’s business execution in the United Arab Emirates (“U.A.E.”) and the broader Middle East. Mr. Mok will continue to serve as an executive officer and Head of FF Middle East.

•In March 2026, the Company announced that it had relocated its headquarters to Silicon Beach in El Segundo, California, which the Company stated was intended to enhance its ability to attract senior talent and support its next phase of growth.

•In April 2026, Matthias Aydt resigned from the Board of Directors for personal reasons, effective immediately, and

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informed the Board of his intention to resign as Global Co-Chief Executive Officer at such time as the Board deems fit. Jie (Jay) Sheng also resigned from the Board, effective immediately, and Chui Tin Mok resigned from the Board following his previously disclosed notice of intent to resign, while continuing in his role as an executive officer and Head of FF Middle East. The Company also announced that FF Top nominated Xiao (Lucky) Jiang and Kevin Chen to the Board, and the Board appointed Jiawei (Jerry) Wang, Xiao (Lucky) Jiang and Kevin Chen as directors. Kevin Chen is expected to be appointed to the Audit, Compensation, and Nominating and Corporate Governance Committees, and Jerry Wang was appointed to the Finance and Investment Committee.

•In May 2026, the Board of Directors accepted the resignation of Matthias Aydt from his position as Global co-CEO. With the resignation of Mr. Aydt, the Board of Directors acknowledged Mr. Yueting Jia as the sole Global CEO of the Company.

Supply Chain Exposure and Tariff Risk

As of March 31, 2026, a significant portion of our direct materials was sourced from China, which may expose certain components to U.S. import tariffs and other supply-chain cost pressures. During the three months ended March 31, 2026, the Company decreased its lower-of-cost-and-net-realizable-value inventory reserve by $15.4 million, bringing the total reserve to $5.7 million as of March 31, 2026, compared to $21.1 million as of December 31, 2025.

U.S. tariff policies continue to evolve and the Company maintains a flexible approach in responding to those developments. As production planning evolves, the Company may continue to evaluate sourcing strategies, pricing, and inventory reserves in response to changes in global supply-chain conditions and trade policies.

Segment Information

We have three operating segments—AI Electric Vehicle (“AIEV”), Robotics. and AIXC —each of which meets the criteria for separate reporting under ASC 280. Our CEOs acting as our Co-Chief Operating Decision Makers (“CODMs”), regularly evaluated the financial performance using consolidated financial information at the total-company level including consolidated loss from operations, cash flows, liquidity, and strategic initiatives.

Management has identified Loss from operations, as presented in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, as the primary measure used by the CODM to evaluate the performance of the business and allocate resources. Loss from operations is the measure of segment profit or loss that is most consistent with the measurement principles used in measuring the corresponding amounts in our unaudited condensed consolidated financial statements. This measure reflects our focus on managing operating performance, cash outflows, and liquidity, particularly given that the timing of cash inflows is influenced by external financing activities. We define “significant segment expense” as controllable operating costs that are regularly provided to and reviewed by management, which include the expenses presented in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss as Cost of revenue, Research and development, Sales and marketing, and General and administrative.

Management closely tracks its expenditure on these key expense categories through regular reviews of cash balances, near‑term cash flow projections, monthly management reports, and project management reports. The CODM, works in close collaboration with our business leaders to establish critical operational targets, set project timelines, and adjust spending plans. These leaders are responsible for implementing its strategic plans and revising targets and deadlines based on continuous internal communications and review meetings, thereby ensuring that any deviations from target spending or project timelines are promptly addressed.

While loss from operations is the primary measure used to evaluate overall performance and allocate resources across segments, we also evaluate the Robotics segment using gross profit as an additional performance measure, as this segment is in the early stages of commercialization and focuses on product-level profitability. Gross profit is defined as revenue less cost of revenues. At this time, General and administrative, Research and development, and Sales and marketing expenses are not allocated to the Robotics segment. Gross profit is not used as the primary measure of segment profit or loss for AIEV or AIXC.

This oversight supports our strategic objectives to prioritize the commercialization of the FX Series vehicles and Robotics products, while continuing to support production, sales, and leasing activities for our FF 91 vehicles, the planned FF 92 upgrade program, and the development of our AI, blockchain-based platform, and related crypto service initiatives through AIXC.

Components of Our Results of Operations

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Key Factors Affecting Operating Results

Our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges including those discussed below and, in the section, titled “Risk Factors” in Item 1A of the Form 10-K, filed on March 31, 2026.

Production and Operations

We expect to continue to incur significant operating costs that will impact our future profitability, including R&D expenses as we introduce new models and improve existing models; capital expenditures for the expansion of our manufacturing capacities; additional operating costs and expenses for production ramp-up; raw material procurement costs; general and administrative expenses as we scale our operations; interest expense from debt financing activities; and selling and distribution expenses as we build our brands and markets our vehicles and Robotics products. We may incur significant costs in connection with our services as we deliver vehicles and Robotics products at scale, including servicing and warranty costs. Our ability to become profitable in the future will depend on our ability to successfully market our vehicles and Robotics products and control our costs.

We will require substantial additional capital to develop products and fund operations for the foreseeable future. Until we can generate sufficient revenue from product sales, we will fund our ongoing operations through a combination of various funding and financing alternatives, including equipment financing of the FF aiFactory California, secured syndicated debt financing, convertible notes, working capital loans, and equity offerings, among other options. The particular funding mechanisms, terms, timing, and amounts are dependent on our assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time. Any delays in the successful completion of our FF aiFactory California will impact our ability to generate revenue. For additional discussion of the substantial doubt about our ability to continue as a going concern, see Note 2, Liquidity and Capital Resources and Going Concern in the notes to the Unaudited Condensed Consolidated Financial Statements and for further details on liquidity, please see the “Liquidity and Capital Resources” section below.

Revenue and Cost of Revenue

Automotive Sales Revenue

During the three months ended March 31, 2026 the Company began the rollout of its new FX Super One model in the U.A.E.

Automotive sales revenue includes revenues related to deliveries of new vehicles, and specific other features and services including home charger, charger installation, twenty-four-seven roadside assistance, OTA software updates, internet connectivity and destination fees.

We recognize revenue on automotive sales upon delivery to the customer, which is when control of vehicle transfers. Payments are typically received at the point control transfers or in accordance with payment terms customary to the business and as indicated in the sales contract. OTA software updates are provisioned upon transfer of control of a vehicle and recognized over time on a straight-line basis as we have a stand-ready obligation to deliver such services to the customer. For obligations related to automotive sales, we estimate the standalone selling price by considering costs used to develop and deliver the good or service, third-party pricing of similar options and other information that may be available. The transaction price is allocated among the performance obligations in proportion to the standalone selling price of our performance obligations. Vehicle contracts do not contain a significant financing component.

Revenue from immaterial promises is combined with the vehicle performance obligation and recognized when the product has been transferred. We accrue costs to transfer these immaterial goods and services regardless of whether they have been transferred.

In certain circumstances, we provide customers with a residual value guarantee which may or may not be exercised in the future. The impact of such residual value guarantees was immaterial to our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026.

We have entered into, and may continue to enter into, co-creator consulting agreements with our customers under which customers share feedback, driving data, ideas, experiences with our engineers, social media posts, and other promotional activities in exchange for specified fees. We evaluate the economic substance of these co-creation agreements to determine whether they should be combined with customer sales contracts under the contract combination guidance in ASC 606. When

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the contracts are economically linked, we account for them as a single arrangement. Under this approach, the cash inflows from the customer and the cash outflows from us are netted and treated as a single transaction. The resulting net amount is recorded as marketing expense. In situations where the net amount is less than the vehicle’s sale price or the contractual lease payment, the difference between the net amount and the sale price or lease payment is recognized as revenue.

Automotive Leasing Revenue

Revenue from Operating Leasing Program

We have outstanding leases under our vehicle operating leasing program in the U.S. Qualifying customers are permitted to lease a vehicle for up to 36 months. At the end of the lease term, customers are generally required to return the vehicles to us. We account for these leasing transactions as operating leases. We evaluate whether a lease contract should be combined with other agreements — such as co-creation arrangements when leasing contracts are negotiated together and are economically interdependent. We record leasing revenues as automotive leasing revenue on a straight-line basis over the contractual term, and we record the depreciation of these vehicles as cost of automotive leasing revenue. As of March 31, 2026, deferred lease-related upfront payments which will be recognized on a straight-line basis over the contractual terms of the individual leases were immaterial. Our policy is to exclude taxes collected from a customer from the transaction price of automotive contracts.

Revenue from Sales-Type Leasing Program

We have outstanding leases accounted for as sales-type leases under accounting standards codification (“ASC”) 842, Leases (“ASC 842”). Customers have the right to purchase the vehicle at the end of the lease term, which is usually 36 months. A customer qualifies under this program if the purchase option is reasonably certain to be exercised, and we therefore expect the customer to take title to the vehicle at the end of the lease term after making all contractual payments. We recognize all revenue and costs associated with the sales-type lease as automotive leasing revenue and automotive leasing cost of revenue, respectively, upon delivery of the vehicle to the customer when collectability of lease payments is probable at lease commencement. If collectability of lease payments is not probable at commencement, we recognize the lease payments as deposit liability and do not derecognize the leased vehicle until such point that collectability of lease payments becomes probable. We evaluate whether a lease contract should be combined with other agreements — such as co-creation arrangements when leasing contracts are negotiated together and are economically interdependent.

Robotics Revenue

We recognize Robotics revenue in accordance with ASC 606. Robotics revenue primarily consists of sales of the Company’s robotic products, including the FF Master Ultra, FX Aegis Edu, and FX Aegis Pro models. Revenue allocated to each robot is recognized at a point in time when control of the respective robot transfers to the customer, which generally occurs upon delivery in accordance with the terms of the applicable sales contract.

During the three months ended March 31, 2026, the Company recognized its initial Robotics revenue, representing the first quarter in which the Company recognized revenue from sales of Robotics products.

Customer Deposits

Our customers may reserve a vehicle and Robotics product preorder certain services by making a customer deposit, which is fully refundable at any time. Refundable deposits, for vehicle reservations and services, received from customers prior to an executed vehicle purchase agreement are recorded as customer deposits (Accrued expenses and other current liabilities). Customer deposits were $4.4 million and $4.4 million as of March 31, 2026 and December 31, 2025, respectively. When vehicle purchase agreements are executed, the consideration for the vehicle and any accompanying products and services must be paid in advance prior to our transfer of the products or services. Such advance payments are considered non-refundable, and we defer revenue related to any products or services that are not yet transferred.

Cost of Automotive Sales Revenue

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Cost of Automotive Leasing Program

Cost of automotive leasing revenue includes the depreciation of operating lease vehicles, cost of goods sold associated with direct sales-type leases and warranty expense related to leased vehicles.

Robotics Cost of Revenue

Cost of Robotics revenue includes product costs, freight, import fees, and warranty costs. Warranty costs related to Robotics revenue were insignificant for the three months ended March 31, 2026.

Warranties

We provide a manufacturer’s warranty on all vehicles sold. The warranty covers the rectification of reported defects via repair, replacement, or adjustment of faulty parts or components. The warranty does not cover any item that fails due to normal wear and tear. This assurance-type warranty does not create a performance obligation separate from the vehicle. Management tracks warranty claims by vehicle ID, owner, and date. As we continue to manufacture and sell more vehicles we will reassess and evaluate our warranty claims for purposes of our warranty accrual.

Operating Expenses

Research and Development

Research and development activities remain a significant part of our business. Our R&D efforts focus on the design and development of our electric vehicles and continue to prepare our prototype electric vehicles to exceed industry standards for compliance, innovation, and performance. R&D expenses consist of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for our employees focused on R&D activities, other related costs, depreciation, R&D services provided by co-creators, and an allocation of overhead. While we have substantially completed R&D activities related to the FF 91, we expect R&D expenses to increase in the near future due to increased R&D activities related to the FF 92 and FX series vehicles.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for our employees focused on sales and marketing, costs associated with sales and marketing activities, marketing services provided by co-creators, and an allocation of overhead. Marketing activities are those related to introducing our brand, our electric vehicles, and our electric vehicle prototypes to the market. We expect Sales and marketing expenses to continue to increase as we bring our electric vehicles (in particular, FX Super One and FF 92) to market and seek to generate additional sales.

General and Administrative

General and administrative expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees associated with administrative services such as legal, human resources, information technology, accounting and finance, other related costs, and legal loss contingency expenses, which are our estimates of future legal settlements. These expenses also include certain third-party consulting services, certain facilities costs, and any corporate overhead costs not allocated to other expense categories. We expect our general and administrative expenses to increase as we continue to grow our business.

Loss from Disposal of Property, Plant and Equipment

Loss on disposal of property, plant, and equipment relates to the write-off or abandonment of assets no longer expected to provide future economic benefit, including construction in progress, vendor tooling, machinery and equipment. These disposals may result from changes in business plans, product design, production requirements, or cost reduction initiatives. Charges associated with disposals are recognized within operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

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Impairment of Goodwill and Intangible Assets

We record impairments within operating expenses related to goodwill and intangible assets when the carrying value of a reporting unit or asset exceeds its estimated fair value. Goodwill associated with the AIXC reporting unit arose from the Company’s acquisition of AIXC and is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets primarily consist of acquired in-process research and development and other identifiable intangible assets, which are evaluated for impairment in accordance with applicable accounting guidance. Impairment charges related to goodwill and intangible assets are recognized within operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Credit Loss Expense

We record credit loss expense related to financial assets measured at amortized cost, including short-term notes receivable, in accordance with ASC 326 (Current Expected Credit Losses). Credit losses are estimated using forward-looking information that considers historical experience, current conditions, and reasonable and supportable forecasts regarding the collectability of the underlying receivables. The Company, through its acquisition of AIXC, holds short-term notes receivable from Marizyme, Inc. Credit loss expense recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss reflects changes in the allowance for expected credit losses based on the Company’s ongoing assessment of the borrower’s financial condition, estimated recoverable amounts, and other relevant factors affecting collectability.

Non-operating Expenses

Change in Fair Value of (Related Party and Third Party) Notes Payable, Warrant Liabilities, and Derivatives Call Options

Change in fair value measurements consists of the losses and gains as a result of fair value measurements of certain notes payable, warrant liabilities, and other instruments which we record at fair value.

Loss on Settlement of (Related Party and Third Party) Notes Payable

Loss on settlement of notes payable consists of losses resulting from the settlement of notes payable as part of our ongoing financing activities and losses incurred on modifications of our notes payable that qualify as an extinguishment pursuant to ASC 470-50, Debt–Modifications and Extinguishments.

Interest Expense (Related Party and Third Party)

Interest expense primarily consists of interest on outstanding notes payable not marked to fair value, capital leases, certain supplier payables, and vendor payables in trust.

Net Loss on Digital Assets

We recognize gains and losses related to digital assets within operating results based on changes in their fair value and transactions during the period. Digital assets are measured at fair value with changes in value recognized in earnings in accordance with applicable accounting guidance. Fair value is determined using quoted prices in the principal markets accessible to the Company through its custodial and trading counterparties. Net losses on digital assets recognized in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss reflect realized gains or losses from sales of digital assets as well as unrealized gains or losses resulting from changes in market prices at each reporting date.

Other Income, net

Other income, net consists of foreign currency transaction gains and losses and other expenses such as bank fees and late charges. Foreign currency transaction gains and losses are generated by revaluation of debt and the settlements of invoices denominated in currencies other than the functional currency. We expect other income (expense) to fluctuate as we continue to transact internationally.

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Consolidated Results of Operations

Consolidated Statements of Operations


	Three Months Ended March 31,
(in thousands)	2026		2025


Revenue	$	512	$	316



Cost of revenue	11,890		21,381
Gross profit	(11,378)		(21,065)
Operating expenses
Research and development	6,990		6,419

Sales and marketing	5,616		2,629
General and administrative	9,195		13,674
Loss on disposal of property, plant, and equipment	328		44

Impairment of intangible assets, including goodwill	2,255		—
Credit loss expense - short-term note receivable	143		—
Total operating expenses	24,527		22,766

Loss from operations	(35,905)		(43,831)
Change in fair value of notes payable, warrant liabilities, and derivative call options	2,771		51,458
Change in fair value of related party notes payable, warrant liabilities, and derivative call options	1,439		(277)
Loss on settlement of notes payable	(8,431)		(15,920)
Loss on settlement of related party notes payable	—		(1,180)
Interest expense	(2,478)		(2,302)

Net loss on digital assets	(1,946)		—
Other income, net	2,252		1,784
Loss before income taxes	(42,298)		(10,268)
Income tax (expense) benefit	(19)		(10)
Net loss	$	(42,317)	$	(10,278)

Consolidated - Revenue


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Revenue	$	512	$	316	$	196	62.0	%

Revenue increased by $196 thousand for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily due to the recognition of $208 thousand of automotive sales revenue from sales of FX Super One vehicles in the U.A.E. and $288 thousand of Robotics revenue from sales of Robotics products during the three months ended March 31, 2026. The three months ended March 31, 2026 represented the first quarter in which the Company recognized revenue from sales of FX Super One vehicles and Robotics products.

Revenue from FF vehicles was $16 thousand for the three months ended March 31, 2026, consisting of operating lease revenue, compared to $316 thousand for the same period in 2025, consisting of $265 thousand of operating lease revenue and $51 thousand of sales-type lease revenue. The Company did not recognize FF automotive sales revenue during either period.

The co-creation fees recorded as a reduction of revenue under ASC 606 were $198 thousand for the three months ended March 31, 2026, compared to $263 thousand for the same period in 2025.

Looking ahead, the Company intends to continue advancing commercialization of the FX Super One and Robotics products while continuing limited-volume FF 91 deliveries and related leasing activities. The Company is also working on a model of the FX Super One for the U.S. market. Management expects that revenue will remain limited until production volumes, customer deliveries, customer acceptance, and funding availability support increased sales activity. As the FX Super One and Robotics products move through their planned ramp-up phases, vehicle sales, Robotics product sales, and related

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leasing activities are expected to become more meaningful drivers of consolidated revenue. The timing and extent of revenue growth will depend on the Company’s ability to execute on product development, manufacturing, supply chain, regulatory, funding, and delivery milestones.

Consolidated - Cost of Revenue


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Cost of revenue	$	11,890	$	21,381	$	(9,491)	(44.4)	%

Cost of revenue decreased by $9.5 million for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily lower depreciation expense following the $128.9 million impairment of certain property and equipment recognized during the third quarter of 2025, which reduced quarterly depreciation expense by approximately $9.0 million.

Consolidated - Research and Development


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Research and development	$	6,990	$	6,419	$	571	8.9	%

R&D expense increased by $0.6 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by $1.6 million increase in operating consumables and equipment rental—costs for prototype parts, vehicle purchases for testing, and services supporting development of the FX vehicle and Robotics platforms. These increases were partially offset by a $1.2 million reduction in wages and related benefit, including lower bonus expense.

During the three months ended March 31, 2026, the Company continued R&D activities primarily supporting the FX Super One program, including final validation, U.S. homologation testing, and production readiness initiatives. Development efforts included vehicle performance and durability testing, integration of Advanced Driver Assistance Systems (“ADAS”), supplier coordination, and prototype tooling. The Company also provided engineering support for technical preparations in the U.A.E. to align manufacturing standards and production planning under its global bridge strategy. In addition, the Company continued development activities related to its Robotics platform, including product testing, software integration, and technical support for early-stage commercialization.

As the Company transitions from an R&D-intensive phase toward commercial production, resources are being strategically reallocated to manufacturing engineering, quality validation, and process optimization. Current R&D initiatives remain focused on vehicle performance, safety system enhancements, software refinement, and Robotics platform development, in collaboration with key technology and supply-chain partners to support scalable FX Series and Robotics production readiness. During the period, the Company entered into a strategic mass-production engineering services agreement with a major global automotive manufacturer to support manufacturing engineering, validation, and production ramp-up activities for the FX Super One. Activities under this agreement are expected to facilitate commercial production readiness, with associated costs incurred primarily as development and engineering expenditures.

In the first quarter of 2026, the Company expanded its technology development initiatives to include robotics applications, leveraging its intelligent mobility platform and software capabilities to explore opportunities in advanced automation and AI-enabled systems. This initiative is intended to complement the Company’s broader intelligent vehicle strategy and support long-term technology diversification.

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Consolidated - Sales and Marketing


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Sales and marketing	$	5,616	$	2,629	$	2,987	113.6	%

Sales and marketing expense increased by $3.0 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by a $1.9 million increase in marketing expenses related to the launch and promotion of the FX Super One, including digital campaigns, content development, influencer engagement, and event activations. The increase was also driven by a $0.7 million increase in rent expense, and a $0.3 million increase in wages and related benefits. The increase also included $0.6 million of AIXC sales and marketing costs, which had no comparable consolidated amount in the prior-year period because AIXC was acquired in the third quarter of 2025.

The Company’s marketing activities during the period supported the FX Super One, FF 91, and Robotics initiatives through regional brand activations, product showcases, co-creation delivery events, digital content, and partner outreach designed to increase product visibility and customer engagement in priority markets.

The Company also advanced its international marketing presence, particularly in the Middle East, through localized brand activations, regional events, and targeted customer outreach aligned with future market entry plans. These efforts contributed to increased brand recognition and FX Super One reservation activity. The combination of experiential events, digital marketing initiatives, and strategic influencer partnerships supported continued brand momentum while managing overall marketing costs.

Looking ahead, the Company expects marketing activities to remain aligned with its transition toward commercial production of the FX Series and Robotics products, with continued emphasis on targeted launch events, digital engagement, and market-specific activation strategies designed to support reservation conversion and brand positioning in priority regions. Robotics-related outreach includes product launch activities, dealer and partner engagement, and early customer outreach intended to introduce the Company’s broader intelligent mobility and AI-enabled product ecosystem and support long-term brand diversification beyond electric vehicles. Marketing activities are also expected to include targeted outreach and ecosystem-building initiatives related to AIXC’s digital asset and AI-enabled technology platform, although such activities are expected to remain a smaller component of consolidated Sales and marketing expense in the near term.

Consolidated - General and Administrative


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
General and administrative	$	9,195	$	13,674	$	(4,479)	(32.8)	%

General and administrative expense decreased by $4.5 million for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily driven by a $7.0 million decrease in professional fees, reflecting reimbursements of legal expenses. These decreases were partially offset by $2.3 million increase due to higher payroll costs.

Notwithstanding the decrease in general and administrative expense, the Company continued to incur costs during the three months ended March 31, 2026 to support legal, compliance, governance, public company reporting, financing, capital markets, AIXC integration, U.A.E. expansion, and Robotics-related strategic initiatives. These activities included matters related to the conclusion of the SEC investigation, ongoing legal and advisory support, and corporate governance and compliance activities. Payroll costs also increased year-over-year as the Company maintained personnel and management resources to support these activities. The Company expects general and administrative expense to continue to reflect the level of legal, compliance, reporting, and strategic activity required to support its evolving business operations.

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Consolidated - Net Loss from disposal of property, plant and equipment


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Loss on disposal of property, plant, and equipment	$	328	$	44	$	284	645.5	%

Loss on disposal of property, plant, and equipment increased by approximately $0.3 million for the three months ended March 31, 2026, compared to the same period in 2025. We dispose of equipment when the assets become obsolete, costly to maintain, or are replaced by more efficient technologies.

Consolidated - Impairment of Intangible assets, including Goodwill


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Impairment of intangible assets, including goodwill	$	2,255	$	—	$	2,255	NM*

NM = not meaningful

During the three months ended March 31, 2026, the Company recorded a goodwill impairment charge of $2.1 million related to the AIXC reporting unit. In connection with the impairment assessment under ASC 350, management compared the estimated fair value of the AIXC reporting unit to its carrying value. The estimated fair value was supported primarily by a market-based valuation approach that considered AIXC’s market capitalization as of the measurement date, the trading volume and liquidity of AIXC’s common stock, an estimated control premium, and other relevant market indicators. Following the acquisition, AIXC experienced continued operating losses and volatility in its market valuation, which resulted in the reporting unit’s estimated fair value falling below its carrying amount. Accordingly, the Company recognized an impairment charge limited to the recorded goodwill balance.

The Company also recorded a $0.2 million impairment charge related to AIXC capitalized software costs. The impairment was recorded in connection with AIXC’s strategic realignment and discontinuation of certain software development initiatives, including platforms that no longer aligned with AIXC’s focus on real-world asset tokenization and EAI infrastructure. As a result, management concluded that the related capitalized software costs no longer had future economic benefit.

Consolidated - Credit Loss Expense


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Credit loss expense - short-term note receivable	$	143	$	—	$	143	NM*

NM = not meaningful

During the three months ended March 31, 2026, the Company recorded $0.1 million of credit loss expense primarily related to interest accrued on the Marizyme promissory note acquired in connection with the AIXC business combination. In the fourth quarter of 2025, AIXC wrote off substantially all of the outstanding principal balance of the note due to Marizyme’s bankruptcy status. The Company recorded an additional allowance for expected credit losses under ASC 326 for interest accrued during the current period because collectability of the accrued interest was not expected. There was no comparable consolidated credit loss expense related to the Marizyme note in the prior-year period, as AIXC was acquired by the Company in the third quarter of 2025.

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Consolidated - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Change in fair value of notes payable, warrant liabilities, and derivative call options	$	2,771	$	51,458	$	(48,687)	(94.6)	%

Gain from change in fair value of notes payable, warrant liabilities, decreased by $48.7 million period over period. The decrease was primarily due to significantly larger fair value remeasurement gains recognized in the prior-year period, compared to more limited fair value gains in the current period due to reduced sensitivity of the instruments to equity price movements.

During the three months ended March 31, 2025, we recognized significant gains from decreases in the fair value of notes payable, warrant liabilities, and derivative call options, including $13.6 million related to Incremental Warrants, $31.9 million related to the SPA Portfolio Notes, and $6.4 million related to warrants. These decreases were primarily driven by a decline in the Company’s stock price from elevated levels as of December 31, 2024, while the instruments remained deeply in-the-money and highly sensitive to equity price movements.

During the three months ended March 31, 2026, although the Company’s stock price also declined significantly, the impact on fair value was substantially less pronounced. The decline in stock price moved certain instruments to at- or out-of-the-money positions, reducing their sensitivity to further changes in the underlying equity price. As a result, decreases in the fair value of warrant liabilities and derivative call options were more limited, and the fair value of notes payable increased modestly during the period. This reflects the non-linear valuation characteristics of the Company's hybrid instruments, where the magnitude of fair value changes diminishes as instruments move away from in-the-money positions, and where structural features — including conversion price reset mechanisms and increased implied volatility — partially offset the effects of a declining stock price.

Consolidated - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Change in fair value of related party notes payable, warrant liabilities, and derivative call options	$	1,439	$	(277)	$	1,716	(619.5)	%

Change in fair value of related party notes payable, warrant liabilities, and derivative call options increased by $1.7 million period over period, shifting from a loss of $0.3 million for the three months ended March 31, 2025, compared to a gain of $1.4 million for the same period in 2026.

During the three months ended March 31, 2025, we issued new related party instruments, including notes payable, warrants, and incremental warrants. The initial recognition of these instruments at fair value resulted in day-one losses that largely offset remeasurement gains recognized during the period, which were driven by a decline in the Company’s stock price. As a result, the period reflected a modest loss.

During the three months ended March 31, 2026, the only related party instruments measured at fair value that remained outstanding were incremental warrants, as the related party notes payable accounted for under the fair value option and the related party warrants had been settled or extinguished in prior periods. The gain recognized during the period was driven by a decrease in the fair value of the incremental warrants, primarily due to a decline in the Company’s stock price during the quarter. In the absence of new issuances during the period, the full effect of favorable remeasurement was reflected in earnings.

Consolidated - Loss on Settlement of Notes Payable


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Loss on settlement of notes payable	$	(8,431)	$	(15,920)	$	7,489	(47.0)	%

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partially offset by an increase in the volume of principal converted.

During the three months ended March 31, 2025 , we experienced higher per-dollar losses on extinguishment as our stock price traded materially above the conversion price floors across all convertible instruments. As a result, the notes were deeply in-the-money at the time of conversion, with shares issued at fair values significantly in excess of the carrying value of the debt extinguished. This resulted in elevated loss rates ranging from approximately 47% to 103% of principal converted.

In contrast, during the three months ended March 31, 2026, our stock price declined to levels at or near the contractual conversion price floors across the portfolio, which substantially reduced the in-the-money spread on conversions. As a result, the average loss rate decreased to approximately 30% of principal converted. Although total principal converted increased to $28.5 million in 2026 from $20.4 million 2025, the lower loss rate more than offset the impact of the higher conversion volume, resulting in an overall decrease in loss on extinguishment for the period.

Consolidated - Loss on Settlement of Related Party Notes Payable


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Loss on settlement of related party notes payable	$	—	$	(1,180)	$	1,180	(100.0)	%

Loss on settlement of related party notes payable decreased by $1.2 million for the three months ended March 31, 2026, compared to the same period in 2025 driven by the absence of related-party note conversions in the current period. In the prior-year period we recognized a $1.2 million loss on extinguishment related to the conversion of related-party unsecured convertible notes held by Metaverse Horizon Limited (“MHL”), a related party. During the three months ended March 31, 2025 MHL, a related party, converted outstanding debt with a principal balance of $1.5 million into 1,352,767 shares of Class A Common Stock, resulting in an extinguishment loss. No similar transactions occurred during the three months ended March 31, 2026.

Consolidated - Interest Expense


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Interest expense	$	(2,478)	$	(2,302)	$	(176)	7.6	%

Interest expense increased by approximately $0.2 million for the three months ended March 31, 2026, compared to the same period in 2025. This increase was primarily due to higher interest costs associated with our financial obligations related to the FF aiFactory California manufacturing facility in Hanford, California. The interest expense on this financing obligation increases over time under the effective interest method, as the principal balance remains outstanding until maturity, with capitalized tenant improvement costs funded by a third party also increasing the carrying amount of the liability.

Consolidated - Loss on Digital Assets, net


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Net loss on digital assets	$	(1,946)	$	—	$	(1,946)	NM *

* NM = not meaningful

During the three months ended March 31, 2026, the Company recorded a net loss on digital assets of $1.9 million related to digital assets held by AIXC. The loss reflected realized losses from digital asset transactions and unrealized gains and losses from changes in the fair value of digital assets held as of March 31, 2026. There was no comparable consolidated net loss on digital assets in the prior-year period, as AIXC was acquired by the Company in the third quarter of 2025 and did not hold digital assets within the Company’s consolidated results during the three months ended March 31, 2025.

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Consolidated - Other Income, net


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Other income, net	$	2,252	$	1,784	$	468	26.2	%

Other income, net increased by $0.5 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by approximately $0.3 million of interest and investment income from AIXC, primarily related to interest income on the Marizyme note receivable and income earned on money market investments. The increase also included higher net foreign currency transaction gains during the current period, recognized by the Company’s China subsidiary on U.S. dollar-denominated debt balances due to Chinese yuan appreciated against the U.S. dollar. Foreign currency effects related to the Company’s operations in the United Arab Emirates were not significant, as the U.A.E. Dirham is pegged to the U.S. dollar.

AIEV Results of Operations

AIEV - Statements of Operations


	Three Months Ended March 31,
(in thousands)	2026		2025


Revenue	$	224	$	316



Cost of revenue	11,746		21,381
Gross profit	(11,522)		(21,065)
Operating expenses
Research and development	6,986		6,419

Sales and marketing	4,978		2,629
General and administrative	5,647		13,674
Loss on disposal of property, plant, and equipment	328		44

Impairment of intangible assets, including goodwill	2,072		—

Total operating expenses	20,011		22,766

Loss from operations	(31,533)		(43,831)
Change in fair value of notes payable, warrant liabilities, and derivative call options	2,691		51,458
Change in fair value of related party notes payable, warrant liabilities, and derivative call options	1,439		(277)
Loss on settlement of notes payable	(8,431)		(15,920)
Loss on settlement of related party notes payable	—		(1,180)
Interest expense	(2,478)		(2,302)


Other income, net	1,949		1,784
Loss before income taxes	$	(36,363)	$	(10,268)

AIEV - Revenue


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Revenue	$	224	$	316	$	(92)	(29.1)	%

Revenue decreased by $92 thousand for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily due to lower FF vehicle revenue, partially offset by the recognition of $208 thousand of automotive sales revenue from sales of FX Super One vehicles in the U.A.E. The three months ended March 31, 2026 represented the first quarter in which the Company recognized revenue from sales of FX Super One vehicles.

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The co-creation fees recorded as a reduction of revenue under ASC 606 were$186 thousand for the three months ended March 31, 2026, compared to $263 thousand for the same period in 2025.

Looking ahead, the Company intends to continue advancing commercialization of the FX Super One while continuing limited-volume FF 91 deliveries and related leasing activities. The Company is also working on a model of the FX Super One for the U.S. market. Management expects that revenue will remain limited until production volumes, customer deliveries, customer acceptance, and funding availability support increased sales activity. As the FX Super One moves through their planned ramp-up phases, vehicle sales and related leasing activities are expected to become more meaningful drivers of consolidated revenue. The timing and extent of revenue growth will depend on the Company’s ability to execute on product development, manufacturing, supply chain, regulatory, funding, and delivery milestones.

AIEV - Cost of Revenue


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Cost of revenue	$	11,746	$	21,381	$	(9,635)	(45.1)	%

Cost of revenue decreased by $9.6 million for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily lower depreciation expense following the $128.9 million impairment of certain property and equipment recognized during the third quarter of 2025, which reduced quarterly depreciation expense by approximately $9.0 million.

AIEV - Research and Development


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Research and development	$	6,986	$	6,419	$	567	8.8	%

R&D expense increased by $0.6 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by $1.6 million increase in operating consumables and equipment rental—costs for prototype parts, vehicle purchases for testing, and services supporting development of the FX vehicle platform. These increases were partially offset by a $1.2 million reduction in wages and related benefit, including lower bonus expense.

As the Company transitions from an R&D-intensive phase toward commercial production, resources are being strategically reallocated to manufacturing engineering, quality validation, and process optimization. Current R&D initiatives remain focused on vehicle performance, safety system enhancements, software refinement platform development, in collaboration with key technology and supply-chain partners to support scalable FX Series production readiness. During the period, the Company entered into a strategic mass-production engineering services agreement with a major global automotive manufacturer to support manufacturing engineering, validation, and production ramp-up activities for the FX Super One. Activities under this agreement are expected to facilitate commercial production readiness, with associated costs incurred primarily as development and engineering expenditures.

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AIEV - Sales and Marketing


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Sales and marketing	$	4,978	$	2,629	$	2,349	89.3	%

Sales and marketing expense increased by $2.3 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by a $1.2 million rise in marketing expenses related to the launch and promotion of the FX Super One, including digital campaigns, content development, influencer engagement, and event activations. Additional costs were incurred from expanded marketing activities in the Middle East to support brand visibility in international markets. These increases also include $0.7 million increase in rent and related expense and a $0.3 million increase in wages and related benefits costs.

Throughout 2025 to present, the Company continues to execute an event-driven marketing strategy centered on its Co-Creation model, engaging industry leaders, influencers, and early adopters to promote the brand and its vehicles. This approach supported expanded global visibility through high-profile activations, including the FX Super One global launch in Los Angeles, participation in the Pebble Beach automotive showcase, and the 919 Futurist Day & Stockholders’ Community Day. These initiatives were designed to strengthen brand awareness and customer engagement while maintaining disciplined marketing spend and focused resource allocation.

The Company also advanced its international marketing presence, particularly in the Middle East, through localized brand activations, regional events, and targeted customer outreach aligned with future market entry plans. These efforts contributed to increased brand recognition and FX Super One reservation activity. The combination of experiential events, digital marketing initiatives, and strategic influencer partnerships supported sustained brand momentum while managing overall marketing costs.

Looking ahead, the Company expects marketing activities to remain aligned with its transition toward commercial production of the FX Series, with continued emphasis on targeted launch events, digital engagement, and market-specific activation strategies designed to support reservation conversion and brand positioning in priority regions.

In the first quarter of 2026, the Company expanded its brand and technology outreach to include robotics-related initiatives, leveraging its intelligent mobility platform and AI capabilities. Marketing efforts associated with this initiative are intended to introduce the Company’s broader technology ecosystem and support long-term brand diversification beyond electric vehicles.

AIEV - General and


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
General and administrative	$	5,647	$	13,674	$	(8,027)	(58.7)	%

General and administrative expense decreased by $8.0 million for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily driven by a $8.7 million decrease in professional fees, reflecting reimbursements of legal expenses. These decreases were partially offset by $1.6 million increase due to higher payroll costs.

During the three months ended March 31, 2026, the Company continued to incur general and administrative costs associated with legal, compliance, governance, public company reporting, and strategic initiatives. These activities included matters related to the conclusion of an SEC investigation, ongoing legal and advisory support, corporate governance and compliance activities, and support for financing, capital markets, AIXC integration, expansion into the U.A.E., and Robotics-related strategic initiatives. Payroll costs also increased year-over-year as the Company maintained personnel and management resources to support these expanded activities. Although general and administrative expense decreased compared to the prior-year period, the Company expects G&A costs to continue to reflect the level of legal, compliance, reporting, and strategic activity required to support its evolving business operations.

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AIEV - Loss from disposal of property, plant and equipment


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Loss on disposal of property, plant, and equipment	$	328	$	44	$	284	645.5	%

AIEV - Goodwill Impairment


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Impairment of intangible assets, including goodwill	$	2,072	$	—	$	2,072	NM

NM = not meaningful

During the three months ended March 31, 2026, the Company recorded a goodwill impairment charge of $2.1 million related to goodwill recognized in connection with the AIXC acquisition and assigned to the Company’s AIEV reporting unit. In connection with the impairment assessment under ASC 350, management compared the estimated fair value of the AIEV reporting unit to its carrying value. The estimated fair value was supported primarily by a market-based valuation approach that considered relevant market indicators, including the Company’s market capitalization, trading volume, market liquidity, and other observable market data. Following the acquisition, the Company identified impairment indicators, including continued operating losses and volatility in market valuation, which resulted in the reporting unit’s estimated fair value falling below its carrying amount. Accordingly, the Company recognized an impairment charge limited to the recorded goodwill balance.

AIEV - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Change in fair value of notes payable, warrant liabilities, and derivative call options	$	2,691	$	51,458	$	(48,767)	(94.8)	%

Change in fair value of notes payable, warrant liabilities, and derivative call options was a gain of $2.7 million for the three months ended March 31, 2026, compared to a gain of $51.5 million for the same period in 2025, representing a $48.8 million decrease in gain. The decrease was primarily due to significantly larger fair value remeasurement gains recognized in the prior-year period, partially offset by current-period fair value gains related to outstanding notes payable, warrant liabilities, and derivative call options.

During the three months ended March 31, 2025, the Company recognized significant gains from decreases in the fair value of notes payable, warrant liabilities, and derivative call options, including gains related to SPA Portfolio Notes, warrants, and Incremental Warrants. These gains were primarily driven by a decline in the Company’s stock price from temporarily elevated levels as of December 31, 2024, when a larger portion of the Company’s equity-linked instruments was deeply in-the-money and highly sensitive to changes in the Company’s stock price.

During the three months ended March 31, 2026, the Company also experienced stock price volatility; however, the fair value impact was less pronounced because certain instruments had moved closer to at-the-money or out-of-the-money levels, reducing their sensitivity to further stock price decreases. Changes in fair value during the period were also affected by the terms of the Company’s hybrid instruments, including conversion price resets, full-ratchet anti-dilution provisions warrant features, derivative call options, volatility assumptions, and changes in the outstanding instrument population. Certain conversions during the period were effected at prices below the stated conversion prices and triggered full-ratchet anti-dilution adjustments on other outstanding instruments, which affected the fair value remeasurement results. As a result, the Company recognized more limited net fair value remeasurement gains in the current period compared to the prior-year period.

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Current-period activity also reflected new note issuances, debt conversions, and fair value adjustments during the three months ended March 31, 2026. Third-party notes payable decreased from $60.7 million as of December 31, 2025 to $46.4 million as of March 31, 2026, primarily reflecting $25.3 million of debt converted into equity, partially offset by $5.9 million of new issuances and $5.2 million of fair value adjustments.

AIEV - Change in Fair Value of Related Party Notes Payable and Related Party Warrant Liabilities


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Change in fair value of related party notes payable, warrant liabilities, and derivative call options	$	1,439	$	(277)	$	1,716	(619.5)	%

Change in fair value of related party notes payable, warrant liabilities, and derivative call options decreased by $1.7 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily due to current-period fair value changes associated with related-party warrant liabilities and derivative call options, compared to smaller fair value gains in the prior-year period related to related-party unsecured convertible notes.

During the three months ended March 31, 2025, the Company recognized fair value gains related to related-party convertible instruments, including unsecured convertible notes issued to MHL, a related party. The prior-year gains were primarily driven by decreases in the fair value of related-party unsecured convertible notes as the Company’s stock price declined during the period.

During the three months ended March 31, 2026, the change in fair value was larger than in the prior-year period due to changes in the valuation of related-party instruments subject to fair value measurement, including the impact of stock price movements, volatility assumptions, conversion or settlement features, and other instrument-specific terms. As with the Company’s third-party instruments, the fair value of related-party instruments does not move linearly with changes in the Company’s stock price because the instruments include features such as conversion rights, full-ratchet anti-dilution provisions, and other settlement mechanics.

AIEV - Loss on Settlement of Notes Payable


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Loss on settlement of notes payable	$	(8,431)	$	(15,920)	$	7,489	(47.0)	%

Loss on settlement of notes payable decreased by $7.5 million, for the three months ended March 31, 2026 compared to the same period in 2025. The favorable variance was primarily driven by a lower loss recognized per dollar of principal converted, which more than offset a higher level of conversion activity in the current period. During the three months ended March 31, 2026, the Company converted approximately $28.4 million of principal into Class A Common Stock, compared to approximately $28.5 million of principal converted during the same period in 2025. Despite the higher principal amount converted in the current period, the loss on settlement decreased because the average loss recognized per dollar of principal converted declined significantly.

During the three months ended March 31, 2025, the Company’s stock price was materially above the applicable conversion floor prices for certain converting instruments. As a result, the fair value of shares issued upon conversion exceeded the carrying amount of the debt extinguished by a greater amount, resulting in higher settlement losses, particularly for conversions of Junior Secured SPA Notes and 2023 Unsecured SPA Notes. During the three months ended March 31, 2026, the Company’s stock price had declined to levels closer to the applicable contractual conversion price floors for certain instruments, narrowing the in-the-money spread and reducing the loss recognized on settlement despite the higher volume of principal converted.

The current-period loss primarily related to conversions of 2023 Unsecured SPA Notes, Junior Secured SPA Notes, 2024 Unsecured SPA Notes, 2025 March Unsecured SPA Notes, and 2025 July Unsecured SPA Notes. These conversions resulted in settlement losses of approximately $8.4 million in the aggregate for the three months ended March 31, 2026, compared to approximately $15.9 million in the prior-year period.

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AIEV - Loss on Settlement of Related Party Notes Payable


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Loss on settlement of related party notes payable	$	—	$	(1,180)	$	1,180	(100.0)	%

Loss on settlement of related party notes payable decreased by $1.2 million for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was due to the absence of related-party note conversions during the current period, compared to a loss recognized in the prior-year period from the conversion of related-party unsecured convertible notes. During the three months ended March 31, 2025 MHL, a related party, converted outstanding debt with a principal balance of $1.5 million into 1,352,767 shares of Class A Common Stock, resulting in a $1.2 million loss on extinguishment. No comparable related-party note conversion occurred during the three months ended March 31, 2026.

AIEV - Interest Expense


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Interest expense	$	(2,478)	$	(2,302)	$	(176)	7.6	%

AIEV - Other Income, net


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Other income, net	$	1,949	$	1,784	$	165	9.2	%

Other income, net increased by $0.2 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by lower foreign currency transaction losses in 2025. Although the Chinese yuan appreciated against the U.S. dollar during the current period, overall exchange rate movements were less volatile than the U.S. dollar appreciation experienced in 2025, resulting in a reduced foreign currency impact on the Company’s RMB-denominated monetary balances. Foreign currency effects related to the Company’s operations in the United Arab Emirates were not significant, as the U.A.E. Dirham is pegged to the U.S. dollar.

Robotics Results of Operations

Robotics - Statements of Operations


	Three Months Ended March 31,
(in thousands)	2026		2025


Revenue	$	288	$	—



Cost of revenue	144		—
Gross profit	$	144	$	—

Robotics - Revenue


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Revenue	$	288	$	—	$	288	—	%

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Revenue increased by $288 thousand for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily due to the recognition $288 thousand of Robotics revenue from sales of Robotics products during the three months ended March 31, 2026. The three months ended March 31, 2026 represented the first quarter in which the Company recognized revenue from sales of Robotics products.

The co-creation fees recorded as a reduction of revenue under ASC 606 were $12 thousand for the three months ended March 31, 2026, compared to none for the same period in 2025.

Looking ahead, the Company intends to continue advancing commercialization of Robotics products. Management expects that revenue will remain limited until production volumes, customer deliveries, customer acceptance, and funding availability support increased sales activity. As Robotics products move through their planned ramp-up phases, Robotics product sales are expected to become more meaningful drivers of consolidated revenue. The timing and extent of revenue growth, if any, will depend on the Company’s ability to execute on product development, manufacturing, supply chain, regulatory, funding, and delivery milestones.

Robotics - Cost of Revenue


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Cost of revenue	$	144	$	—	$	144	—	%

Cost of revenue increased by $144 thousand for the three months ended March 31, 2026, compared to the same period in 2025. Cost of Robotics revenue includes product costs, freight, and import fees.

AIXC Results of Operations

AIXC - Statements of Operations


	Three Months Ended March 31,
(in thousands)	2026		2025








Operating expenses
Research and development	$	4	$	—

Sales and marketing	638		—
General and administrative	3,548		—


Impairment of intangible assets, including goodwill	183		—
Credit loss expense - short-term note receivable	143		—
Total operating expenses	4,516		—

Loss from operations	(4,516)		—
Change in fair value of notes payable, warrant liabilities, and derivative call options	80		—





Net loss on digital assets	(1,946)		—
Other income, net	303		—
Loss before income taxes	$	(6,079)	$	—

AIXC - Research and Development


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Research and development	$	4	$	—	$	4	NM *

NM = not meaningful

R&D expense increased by $4 thousand for the three months ended March 31, 2026, compared to the same period in 2025. The increase was due to minimal research and development activity at AIXC, which had no comparable consolidated

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amount in the prior-year period because AIXC was acquired in the third quarter of 2025. The impact on consolidated results was immaterial.

AIXC - General and Administrative


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
General and administrative	$	3,548	$	—	$	3,548	NM *

NM = not meaningful

General and administrative expense increased by $3.5 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase reflects AIXC’s current-period operating activity following its acquisition, primarily driven by approximately $1.9 million of professional-service costs, including legal, accounting, consulting, investor relations, and director-related costs; approximately $0.5 million of master service fees charged by the Company’s AIEV reporting segment; approximately $0.7 million of personnel-related costs; and approximately $0.3 million of insurance expense. Because AIXC was acquired in the third quarter of 2025, there was no comparable consolidated amount in the prior-year period.

AIXC - Impairment of Intangible Assets


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Impairment of intangible assets, including goodwill	$	183	$	—	$	183	NM*

NM = not meaningful

During the three months ended March 31, 2026, we recorded a $0.2 million impairment charge related to AIXC capitalized software costs, compared to no impairment charge during the three months ended March 31, 2025. The increase was due to the impairment of certain AIXC capitalized software development costs in the current period following management’s reassessment of the related projects. There was no comparable impairment in the prior-year period because the Company did not consolidate AIXC during the three months ended March 31, 2025.

AIXC - Credit Loss


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Credit loss expense - short-term note receivable	$	143	$	—	$	143	NM*

NM = not meaningful

During the three months ended March 31, 2026, we recorded a $0.1 million of credit loss expense primarily related to interest accrued on the Marizyme promissory note acquired in connection with the AIXC business combination. In the fourth quarter of 2025, AIXC wrote off substantially all of the outstanding principal balance of the note due to Marizyme’s bankruptcy status. The Company recorded an additional allowance for expected credit losses under ASC 326 for interest accrued during the current period because collectability of the accrued interest was not expected. There was no comparable consolidated credit loss expense related to the Marizyme note in the prior-year period, as AIXC was acquired by the Company in the third quarter of 2025.

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AIXC - Change in Fair Value of Notes Payable, Warrant Liabilities, and Derivative Call Options


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Change in fair value of notes payable, warrant liabilities, and derivative call options	$	80	$	—	$	80	NM *

* NM = not meaningful

The change in fair value of financial instruments was $0.1 million for the three months ended March 31, 2026, reflecting the period-end remeasurement of AIXC’s single fair value–measured instrument following its acquisition. There were no comparable amounts in the prior year as AIXC was acquired by the Company in the third quarter of 2025.

AIXC - Net Loss on Digital Assets, net


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Net loss on digital assets	$	(1,946)	$	—	$	(1,946)	NM *

NM = not meaningful

Net loss on digital assets increased by $1.9 million for the three months ended March 31, 2026, compared to the same period in 2025. The loss reflected realized losses from digital asset transactions and unrealized gains and losses from changes in the fair value of digital assets held as of March 31, 2026. There was no comparable consolidated net loss on digital assets in the prior-year period, as AIXC was acquired by the Company in the third quarter of 2025 and did not hold digital assets within the Company’s consolidated results during the three months ended March 31, 2025.

AIXC - Other Income (loss), net


	Three Months Ended March 31,				Change
(in thousands)	2026		2025		Amount		%
Other income, net	$	303	$	—	$	303	NM *

NM = not meaningful

Other income, net increased by $0.3 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by interest and investment income from AIXC, including interest income on the Marizyme Notes and income earned on money market investments. Because AIXC was acquired in the third quarter of 2025, there was no comparable consolidated amount in the prior-year period.

Liquidity and Capital Resources

Going Concern

Conditions Raising Substantial Doubt

We have evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date that the Unaudited Condensed Consolidated Financial Statements are issued. In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management considered our recurring losses from operations since inception and continued cash outflows from operating activities. Based on this evaluation, we concluded that substantial doubt exists regarding our ability to continue as a going concern for the one-year period following issuance of these Unaudited Condensed Consolidated Financial Statements.

We have devoted, and expect to continue to devote, substantial effort and capital resources to strategic planning, engineering, design, and development of our electric vehicle platform, development of vehicle models, completion of the FF aiFactory California manufacturing facility, and capital raising activities. As of March 31, 2026, we had an accumulated deficit of $4,743.9 million, unrestricted cash of $12.2 million, and negative working capital of $76.0 million. We incurred a net loss of $42.3 million for the three months ended March 31, 2026. This condition, together with our accumulated deficit and liquidity

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constraints, contributes to management’s determination that there is substantial doubt about our ability to continue as a going concern under ASC 205-40.

We project that we will require substantial additional funding to continue operations, advance development and future production planning related to our FF Series program, initiate production of our FX Series vehicles, and continue and expand our robotics production and commercialization activities. Management also considered our cash flow forecast through the one-year assessment period, including expected operating cash outflows, production readiness and commercialization activities for the FX Series and Robotics products, and corporate overhead. The forecast indicates continued liquidity pressure during the assessment period and dependence on timely execution of financing activities. If additional capital is not secured, we may not have sufficient resources to meet our obligations or continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery. Although we expect that the launch of the FX Series and the expansion of robotics commercialization activities may support future revenue generation and operational performance, these initiatives are subject to execution, market acceptance, and funding risks, and there can be no assurance that sufficient liquidity will be generated within the next twelve months.

The consolidation of AIXC did not materially improve our near-term liquidity position or alter our current working capital constraints. Although AIXC may support longer-term business initiatives, it does not alleviate the substantial doubt that exists regarding our ability to continue as a going concern within the next twelve months.

Management’s Plans

In accordance with ASC 205-40, management has developed plans intended to mitigate the conditions that give rise to substantial doubt. We have historically funded operations primarily through the issuance of notes payable, related party convertible notes (see Note 8 and Note 9), and the sale of common stock. We intend to continue pursuing these funding sources.

We have issued various financing arrangements collectively known as the SPA Portfolio Notes. These are categorized as follows: (i) Secured SPA Notes; (ii) 2023 Unsecured SPA Notes; (iii) Junior Secured SPA Notes; (iv) 2024 Unsecured SPA Notes (v), 2025 March Unsecured SPA Notes, and (vi) 2025 July Unsecured SPA Notes, and 2025 July Unsecured SPA Notes. As of March 31, 2026, the SPA Portfolio Notes were in good standing.

We may be unable to satisfy the closing conditions under the SPA Commitments or obtain additional financing on acceptable terms or at all.

We have implemented capital raising initiatives, including our At-The-Market (“ATM”) offering program, subject to authorized share availability and compliance with securities laws and Nasdaq listing requirements.

Operational Context

During 2023, we commenced deliveries of the FF 91. We are currently manufacturing the FF 91 and plan to manufacture FF 92 models within the FF Series. The FX Series was launched in 2025, beginning with the Super One model, and we are currently accepting reservation deposits. Broader production and delivery expansion are expected to occur as production readiness activities are completed.

In 2025, we also advanced initiatives in robotics and intelligent automation and continued developing digital asset initiatives. In 2026, we commenced sales of our FX Series vehicles and robotics products. However, these sales remain in the early stages and are not expected to generate sufficient near-term cash flows to fund operations without additional financing.

Equity Issuance Constraints and ATM Program

On September 26, 2023, we entered into a sales agreement under our ATM Program permitting aggregate gross sales proceeds of up to $90.0 million, subject to share availability and regulatory compliance.

Due to the late filing of the September 30, 2025 Form 10-Q, we are ineligible to access the ATM Program until no earlier than December 1, 2026, assuming continued compliance with SEC reporting requirements thereafter.

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Our ability to issue additional shares is constrained by authorized share limits and anti-dilution provisions in certain debt and equity instruments, which could increase share issuance requirements.

Strategic Investment

On September 29, 2025, we completed our investment in AIXC. This transaction was executed as part of a broader strategy to pursue non-automotive initiatives. AIXC’s historical operations were immaterial to consolidated results for the three months ended March 31, 2026.

Risks Affecting Liquidity

We continue to explore financing alternatives; however, delays in securing funding commitments have constrained production activities. Capital raising efforts may be unsuccessful or delayed, and actual professional fees and financing-related costs may exceed management’s projections.

Our capital raising efforts remain subject to Nasdaq listing standards, authorized share limitations, and anti-dilution features in existing instruments.

Our liquidity is also influenced by supplier payment terms, advance deposit requirements, reliance on third-party partners, and capital market conditions affecting the electric vehicle industry.

Going Concern Determination

Despite management’s plans, our recurring operating losses and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern within one year after the date these Unaudited Condensed Consolidated Financial Statements are issued, as contemplated by ASC 205-40.

Basis of Presentation

Sources of Liquidity

As of March 31, 2026, our principal source of liquidity was cash on hand totaling $12.2 million, which was held for working capital and general corporate purposes. We also have access to various sources of additional capital, including the SEPA and the SPA Commitments. Our ability to access these sources of capital and further information on amounts available is discussed in Note 2, Liquidity and Capital Resources and Going Concern, of the notes to the Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q.

Significant Related Party Notes Payable and Notes Payable Facilities

We have been significantly funded by notes payable from related parties and third parties. The related parties include employees as well as affiliates of employees and affiliates and other companies controlled or previously controlled by our founder and sole Global Chief Executive Officer and Principal Executive Officer, Mr. Yueting Jia. For more information on the outstanding related party notes payable and notes payable as well as the related schedules of maturities, see Note 8, Notes Payable, and Note 9, Related Party Transactions, of the notes to the Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q.

On September 29, 2025,the Company obtained control of AIXC. Accordingly, AIXC’s assets and liabilities, including its outstanding debt instruments, have been consolidated as of September 29, 2025. The inclusion of AIXC’s debt in the consolidated balances below reflects the fair value of such obligations recognized upon initial consolidation.

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	March 31, 2026
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
2023 Unsecured SPA Notes	Various through March 2032	10	%	-	15%	$	4,753	$	78	$	(475)	$	4,356
Junior Secured SPA Notes	Various through December 2030	10%				7,107		156		—		7,263
2024 Unsecured SPA Notes	July 2030	10%				33		7		—		40
2025 March Unsecured SPA Notes	Various through March 2031	10%				8,538		(2,393)		(2,703)		3,442
2025 July Unsecured SPA Notes	August 2030	10%				29,193		(422)		(5,993)		22,778
Unsecured Convertible Notes	Various dates in 2026	4.27%				5,500		(1,361)		—		4,139
Notes payable – China other	Due on Demand	—%				4,349		—		—		4,349


						$	59,473	$	(3,935)	$	(9,171)	$	46,367


Notes payable, current portion												$	4,349
Notes payable, long-term portion												$	42,018

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	March 31, 2026
(in thousands)	Contractual Maturity Date	Contractual Interest Rates	Net Carrying Value



Notes Payable — China	December 2028	—%	$	3,682
Notes Payable on Demand — China	Due on Demand	—%	435


Other Notes	Due on Demand	12.0%	75
			$	4,192

Related party notes payable, current			$	1,510
Related party notes payable, long-term			$	2,682

Cash Flow Analysis



(in thousands)	2026		2025
Net cash (used in) provided by:
Operating activities	$	(31,472)	$	(20,295)
Investing activities	$	1,274	$	(1,568)
Financing activities	$	7,835	$	24,601
Effect of exchange rate changes on cash and restricted cash	$	(331)	$	(419)

Operating Activities

We continue to experience negative operating cash flows as we advance the design and development of our vehicles and expand our infrastructure in both the United States and China. Our operating cash flows are significantly affected by fluctuations in working capital components, including changes in personnel expenses, accounts payable, accrued interest, other current liabilities, deposits, and current assets. For the three months ended March 31, 2026, net cash used in operating activities was $31.5 million, compared to $20.3 million for the same period in 2025, reflecting an $11.2 million increase in cash outflows.

Net loss: Net loss increased by $32.0 million for the three months ended March 31, 2026, compared to the same period in 2025, reflecting an unfavorable year-over-year change in operating results.

Non-cash adjustments: Non-cash adjustments increased by $33.5 million for the three months ended March 31, 2026 compared to the same period in 2025. This increase was comprised of a $48.7 million decrease in gain from the Change in fair value of notes payable, warrant liabilities, and derivative liabilities, and a $1.9 million net loss on digital assets. These adjustments were partially offset by a $9.4 million reduction in Depreciation and amortization expense and a $7.5 million decrease in Loss on settlement of notes payable.

Changes in working capital: Changes in working capital were unfavorable by $12.7 million for the three months ended March 31, 2026 compared to the same period in 2025. For the three months ended March 31, 2026, changes in working capital included a $0.5 million reduction in Related party accrued expenses and other current and non-current liabilities, and an $8.6 million reduction in Accrued expenses and other current and non-current liabilities.

Investing Activities

Net cash provided in investing activities was $1.3 million for the three months ended March 31, 2026, compared to $1.6 million used for the same period in 2025, reflecting an increase of $2.8 million in cash provided by investing activities. The increase in cash was primarily attributable to a $2.1 million due to Sale of digital assets and decline of $1.3 million of Payments for property and equipment.

Financing Activities

Amid a challenging financing environment, we are actively seeking strategic opportunities to boost our cash reserves and support growth using a mix of convertible loans and non-convertible funding. For the three months ended March 31, 2026,

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financing activities provided a net cash inflow of $7.8 million, compared to a net cash inflow of $24.6 million for the same period in 2025—a decline of $16.8 million. This decline reflects lower financing proceeds in the current period compared to the prior-year period, as the Company continued to pursue financing in a challenging capital markets environment. In 2026, proceeds from notes payable were $8.8 million, down by $13.2 million from $22.0 million in 2025.

Effect of Exchange Rate Changes on Cash and Restricted Cash

The effect of exchange rates changes on cash and restricted cash was insignificant for the three months ended March 31, 2026, and 2025. The effects of exchange rate changes on cash and restricted cash result from fluctuations in the translation of assets and liabilities denominated in foreign currencies, primarily Chinese Yuan. Fluctuations in exchange rates against the U.S. Dollar may positively or negatively affect our operating results.

Subsequent Financing Transactions

Subsequent to March 31, 2026, the Company completed additional private financing transactions, including the amended and restated Gold King Arthur Holding Limited securities purchase arrangement and the Streeterville Capital, LLC notes financing. These transactions provided additional liquidity after quarter-end; however, the Company continues to require substantial additional capital to fund operations, satisfy obligations, support production readiness and commercialization activities, and execute its business plan.

Off-Balance Sheet Arrangements

We did not have any material relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Thus, we did not have any off-balance sheet arrangements as of March 31, 2026 and December 31, 2025.

Critical Accounting Estimates

The preparation of our Unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2026, in accordance GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of expenses during the reporting period. Management bases these estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from management’s estimates, and such differences may materially affect our financial position, results of operations, or cash flows. Given current global macroeconomic and geopolitical conditions, our estimates are subject to additional variability and volatility.

Critical accounting estimates are defined as estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. For a description of our critical accounting estimates, refer to the section titled “Critical Accounting Estimates” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II, Item 7 of our Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026.

As of the date of this report, there have been no material changes to our critical accounting estimates described in the Form 10-K.

Recent Accounting Pronouncements

See the sections titled “Recent Accounting Pronouncements” in Note 1, Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies in our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Form 10-Q for a discussion about our recently adopted accounting pronouncements and the recently issued accounting pronouncements not yet adopted which are determined to be applicable to us.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information under this Item as we qualify as a “smaller reporting company.”

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Securities Exchange Commission's (“SEC”) rules and forms, and that such information is accumulated and communicated to management, including its Global Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), the Company’s Global Chief Executive Officer Yueting Jia and CFO Koti Meka (Principal Executive Officer and Principal Financial and Accounting Officer, respectively) have concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026 due to a remaining material weakness related to the design and maintenance of formal accounting policies and procedures, described below.

Material Weakness in Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined under Rule 13a-15(f) under the Exchange Act.

As of December 31, 2024 (“FY24”), the Company identified nine material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

The Company has made substantial progress in remediating the previously identified material weaknesses in internal control over financial reporting. During 2025 (“FY25”), management designed and implemented internal controls remediating eight of the nine material weaknesses listed below:

•Ineffective control environment commensurate with the Company’s financial reporting requirements;

•Ineffective controls addressing risks of material misstatement;

•Ineffective communication and information-sharing controls among the legal, capital markets, accounting, and finance functions;

•Ineffective controls over the identification and accounting for certain non-routine, unusual, or complex transactions;

•Ineffective information technology (“IT”) general controls relevant to financial reporting;

•Ineffective controls related to maintaining integrity and ethical values within the control environment;

•Ineffective controls over the identification and disclosure of certain related-party arrangements and transactions; and

•Lack of formal cybersecurity incident reporting procedures to ensure material incidents were communicated to the Board of Directors.

Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting

In 2026, management will continue to monitor and test controls related to the material weaknesses to ensure they operate effectively over a sustained period.

To address the remaining material weakness, the Company intends to continue its remediation efforts through the further development and formalization of accounting policies, procedures. These efforts include working with third-party consultants and technical accounting advisors to assist with the documentation and enhancement of accounting policies and procedures. In the interim, the Company has implemented compensating controls, including enhanced management review procedures and formal accounting memoranda for significant and complex transactions.

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The Company will continue to monitor and test these controls to evaluate their ongoing effectiveness. However, if remediation efforts are not successfully sustained, the effectiveness of the Company’s internal control over financial reporting could be adversely affected. Internal controls are inherently subject to limitations, including human error, management judgment, resource constraints, and the risk of fraud. Additionally, turnover in key personnel within accounting, finance, or legal functions could impact the Company’s ability to maintain effective internal controls and execute its remediation activities. If the Company is unable to maintain effective internal control over financial reporting, it may not be able to accurately record, process, or report financial information on a timely basis or prepare financial statements within the timeframes required by the SEC. Any such deficiencies could adversely affect the Company’s business, reputation, investor confidence, and the market price of its Class A Common Stock. In addition, failure to maintain effective internal controls could result in increased regulatory scrutiny, litigation exposure, potential delisting of the Company’s securities, and diversion of management’s attention and resources from normal business operations, which could materially and adversely affect the Company’s financial condition and results of operations.

Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation activities described above, there have been no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is currently a party to various legal or governmental proceedings, the outcome of which, although currently uncertain, if determined adversely to us, could individually or in the aggregate have a material adverse effect on the Company’s business, financial condition, and results of operations. See the section titled “Legal Proceedings” in Note 12, Commitments and Contingencies included in the notes to the Company’s Unaudited Condensed Consolidated Financial Statements contained within this Form 10-Q for further discussion of its material legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026.

Item 2. Unregistered Sales Of Equity Securities, Use Of Proceeds And Issuer Purchases Of Equity Securities

Unregistered Equity Issuance – SPA Portfolio Conversions

During the three months ended March 31, 2026, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to various Securities Purchase Agreements. These instruments form the Company’s SPA Portfolio Notes financing program. As of March 31, 2026 the Company had received $4.7 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes, which have not closed as of the issuance date of this report. The corresponding notes are reported as outstanding as of period end.

As of the date of this report, SPA Portfolio Notes and related warrants and Incremental Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and were sold exclusively to accredited investors in private placements without general solicitation or advertising.

The shares of Class A common stock issuable upon conversion of the outstanding 2023 Unsecured SPA Notes, incremental Junior Secured SPA Notes, incremental 2024 Unsecured SPA Notes and 2025 March Unsecured SPA Notes were partially registered for resale under effective registration statements. As of the date of this report, the shares issuable upon conversion of the 2025 July Unsecured SPA Notes and upon exercise of any warrants or Incremental Warrants issued in connection with the SPA Portfolio Notes program have not been registered for resale under an effective registration statement. However, certain holders may be able to resell shares issued upon conversion or exercise pursuant to an exemption from registration, including Rule 144 under the Securities Act, subject to satisfaction of the applicable conditions.

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Unregistered Equity Issuance – COSTAMP S.R.L Settlement

In December 2025, the Company entered into a Settlement and Release Agreement with COSTAMP S.r.l. (“COSTAMP”) to resolve the lawsuit captioned CoStamp Group S.r.l. v. Faraday Future Intelligent Electric, Inc., Case No. 25-CV-4531, pending in the U.S. District Court for the Central District of California. Under the settlement, the Company agreed to settle the matter for total consideration of $1.6 million, consisting of $0.6 million of cash payments and $1.1 million of shares of Class A Common Stock. Pursuant to a Share Issuance Agreement entered into in connection with the settlement, the shares were issued on January 13, 2026 and were not registered as of March 31, 2026 under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. No general solicitation or advertising was used in connection with the issuance. The number of shares issued was based on the Nasdaq closing price of the Company’s Class A Common Stock on the trading day immediately prior to the issuance date.

Pursuant to the terms of the Settlement and Release Agreement and related Share Issuance Agreement, if the Company fails to timely issue and deliver the shares, file a resale registration statement within the required period, or cause such registration statement to be declared effective within the required period, the share component will no longer be satisfied in shares and will instead become payable in cash in monthly installments.

Unregistered Equity and Equity-Linked Securities Expected to Be Issued Subsequent to March 31, 2026

In April 2026, the Company amended and restated its previously disclosed securities purchase agreement with Gold King Arthur Holding Limited, a third-party investor designated by AIXC. The Company expects to issue certain unregistered equity and equity-linked securities. The securities are expected to be issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. None.

Item 6. Exhibits

Exhibit No.

Description of Exhibits

Incorporation by Reference

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Faraday Future Intelligent Electric Inc.

Exhibit 3.1 to the Current Report on Form 8-K filed on February 20, 2026

3.2

Certificate of Elimination of Series A Preferred Stock

Exhibit 3.2 to the Current Report on Form 8-K filed on February 20, 2026

10.1* @

Engineering Service Agreement, dated February 4, 2026, by and between Hebei Huanzhou Automobile Sales Co., Ltd. and GlobeX AI Hong Kong Holding Limited.

N/A

10.2* @

Engineering Service Supplemental Agreement, dated April 30, 2026, by and between Hebei Huanzhou Automobile Sales Co., Ltd. and GlobeX AI Hong Kong Holding Limited.

N/A

31.1*

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

N/A

31.2*

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

N/A

32.1***

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

N/A

Table of Contents

32.2***

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

N/A

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


			*			Filed herewith.
			***			Furnished herewith.



			@			Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the omitted information is not material and is the type of information that the registrant treats as private or confidential.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Faraday Future Intelligent Electric Inc.

Date:

May 14, 2026

By:

/s/ Yueting Jia

Yueting Jia

Global Chief Executive Officer

Principal Executive Officer

Date:

May 14, 2026

By:

/s/ Koti Meka

Koti Meka

Chief Financial Officer

Principal Financial and Accounting Officer

100