What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-31 · 839 added, 427 removed, 260 unchanged (83% of the section changed)

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 suggests otherwise, references to “Faraday Future Intelligent Electric Inc.” mean the parent company without its subsidiaries.

The following discussion and analysis is intended to help the reader understand our results of operations and financial condition.

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This Form 10-K 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.

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.

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.

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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 Form 10-K, those results or developments may not be indicative of results or developments in subsequent periods.

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 greater Gardena, California, we design and engineer next-generation intelligent, connected, electric vehicles.

We manufacture vehicles at the FF ieFactory California production facility in Hanford, California.

We have additional engineering, sales, and operational capabilities in China, and we are exploring opportunities for potential manufacturing capabilities in China through a joint venture or other arrangements.

Additionally, we have established an entity in the UAE to manage the assembly and sales support of FF 91 series vehicles, further expanding our market presence in the region.

Since our founding, we have created major innovations in technology and products, and followed a user-centered business model.

We believe these innovations will enable us to set new standards in luxury and performance that will redefine the future of intelligent mobility.

Company Overview & Global Strategy

With headquarters in the greater Gardena, California area, we design and engineer next-generation intelligent, connected electric vehicles.

We manufacture vehicles at the FF aiFactory California production facility in Hanford, California.

We also have additional engineering, sales, and operational capabilities in China and are exploring potential manufacturing opportunities there through a joint venture or other arrangements.

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.

The shift in strategy from relying primarily on the FF 91 platform, the elimination of federal tax credits for electric vehicles effective September 30, 2025, and escalating U.S.-China trade tensions and potential restrictions on critical materials resulted in the Company recording an asset impairment of $128.9 million during the year ended December 31, 2025.

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.

The Company has also begun implementing an embodied AI robotics strategy intended to complement its intelligent mobility ecosystem.

This initiative is focused on the development and potential commercialization of robotics products that may leverage the Company’s AI, sensor, and software capabilities developed for its vehicles.

Initial robotics concepts have been introduced, and early-stage commercialization activities are underway.

Management views embodied AI robotics as a

potential extension of the Company’s EAI ecosystem, connecting intelligent vehicles, an EAI brain and open-source, open-platform framework, and a decentralized AI data factory to support long-term technology commercialization efforts.

During the year ended December 31, 2025, we consolidated AIXC, a newly acquired entity with operations in the life sciences sector.

AIXC’s common stock is listed on Nasdaq under the ticker symbol “AIXC.” While AIXC is currently immaterial to our operating results, we intend to use it as a platform for evaluating emerging technology initiatives, including blockchain infrastructure and digital asset platform development that may complement the Company’s broader ecosystem strategy.

Company Strategies

• Dual-Home Market Strategy:

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• Third Pole Strategy:

We have begun implementing a "third pole" strategy with an operational facility in the UAE, complementing our U.S.

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:

Product and Ecosystem Bridge – Focused on connecting the Company’s intelligent mobility operations with emerging digital asset and Web3 initiatives.

This strategy builds on the original FF Bridge Strategy launched in May 2024, which leverages the Company’s “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, the Company’s mass-market brand, and may expand potential opportunities in the U.S.

Digital Asset and Web3 Bridge – Focused on integrating real-world business operations with on-chain assets and related blockchain-based initiatives.

In August 2025, the Company launched its Dual-Bridge Ecosystem Strategy to support AI mobility and Web3 integration.

The Company is evaluating initiatives such as the EAI Vehicle Chain, which is intended to support tokenized vehicle sales, crypto-based deposits, and Web3-native user engagement, while using blockchain technology to promote a more decentralized and transparent mobility ecosystem.

• 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 the Company’s leadership.

Technology & Innovation

• Our Proprietary VPA:

We have designed and developed a breakthrough mobility platform—our proprietary VPA, which enables scalable vehicle development across multiple segments, including the new FX Series.

We have designed and developed a breakthrough mobility platform—our proprietary VPA, which enables scalable vehicle development across multiple segments.

• Propulsion System:

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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.

• Intellectual Property & Supply Chain Development:

Since inception, we have developed a portfolio of intellectual property, established its supply chain, and assembled a global team of automotive and technology experts.

These capabilities also support the Company’s evolving ecosystem strategy, which includes embodied AI robotics initiatives and the exploration of blockchain infrastructure and digital asset platform technologies through AIXC.

• Intellectual Property:

Since inception, we have developed a portfolio of intellectual property, established a global team of automotive and technology experts.

As of December 31, 2025, FF has been granted approxima tely 656 patents global ly.

Product & Launches

• FF 91 Launch:

we believe that the FF 91 Futurist (the "FF 91," "FF 91 Futurist," or "FF 91 2.0 Futurist Alliance") is the first ultra-luxury electric vehicle to offer a highly-personalized, fully-connected user experience for driver and passengers.

We started production on the first FF 91 Futurist and delivered the first FF 91 2.0 Futurist Alliance in 2023.

AIEV Product & Pipeline

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.

We are developing the FF 92 as the next-generation ultra-luxury electric vehicle built on the FF 91 platform, designed to maintain our leading edge in product and technology in the ultra-spire 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

• 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 world’s first 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.

With a target of delivering “twice the performance at half the price” and creating a new “First Class AI‑MPV” market in the U.S.

and Middle East, the FX Super One is currently in development;

pilot production and regulatory preparations are under way.

• Vehicle Pipeline:

Our planned B2C passenger vehicle pipeline includes the FF 91 series, plus the new FX Series (FX 5, FX 6, and FX Super One).

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.

The Company is evaluating digital asset and blockchain-related initiatives as part of its broader Eco 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.

Digital Asset Platform Initiatives

• The Company is evaluating digital asset and blockchain-based platform capabilities through its controlling interest in AIXC, which was obtained in September 2025, and related ecosystem initiatives.

These efforts are intended to support potential Web3 applications, decentralized infrastructure, and digital asset–related services that may complement the Company’s broader intelligent mobility ecosystem.

• The Company is exploring blockchain infrastructure and digital asset 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

• The Company has also begun 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 the Company’s 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 ieFactory California.

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

• FX Series Manufacturing:

Certain models of FX Series are planned to be manufactured in FF ieFactory California.

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.

• Global Availability:

All of our vehicles are expected to be available for sale in the U.S., China, and the Middle East, with potential expansion to European markets.

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 the Company’s 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

From January 1, 2024, through the filing date, we achieved key operational and financing milestones.

Below is a summary of significant events by category.

Product, Market Expansion & Strategic Initiatives

• In February 2024, updated Master Plan 1.1 to strategically position us for growth in 2024.

The plan includes next steps for the Company’s operations, product and technology, manufacturing/supply chain, and funding/finance.

• In April 2024, we established a Middle Eastern sales entity in Dubai, U.A.E.

• In July 2024, we unveiled our Automotive Bridge Strategy, reintroducing a two-brand approach to target both luxury and affordable EV markets, expanding our reach through the integration of advanced AI and software technologies.

• In July 2024, we held an interactive investor Community Day at our Gardena headquarters.

• In August 2024, Wei Gao, Head of Global Communication and Community Sales, took delivery of an FF 91 2.0 Futurist Alliance, marking the second delivery in the Start of Delivery Second Phase (“SOD2”).

• In September 2024, we launched our second brand, Faraday X (“FX”), specifically focused on producing affordable electric vehicles priced between $20,000 and $50,000 to capture a broader consumer market.

• In September 2024, we delivered an FF 91 2.0 Futurist Alliance to Born Leaders Entertainment in Hollywood, where Born Leaders also became a Developer Co-Creation Officer for us.

• In October 2024, we entered into a co-investment agreement with Master Investment Group, led by Sheikh Abdulla Al Qassimi, to establish our future regional headquarters in Ras Al Khaimah, UAE, supporting Faraday’s Middle East expansion strategy.

Construction is s et to occur in 2025, with operations expected by late 2025 or early 2026.

We signed agreements with the Ras Al Khaimah Economic Zone (“RAKEZ”) for both a current business location and a larger operational facility to strengthen its presence in the UAE’s strategic economic hub.

• In October 2024, we entered into a licensing agreement with Grow Fandor, an intellectual property commercialization company.

Grow Fandor will act as the exclusive licensee for ecosystem products bearing the FF and FX brands, managing their design, development, sales, and operations.

• In November 2024, the Company’s wholly owned subsidiary, FX, signed definitive agreements with Chinese OEMs to develop two planned products.

The product research phase has commenced, with deliveries targeted by the end of 2025.

• In December 2024, fashion model and designer Suede Brooks received delivery of the new FF 91 2.0 Futurist Alliance and participated in a design-related event in Los Angeles with Company representatives.

• In January 2025, we revealed FX’s AI-MPV product strategy and presented camouflaged prototype mules during an event in Las Vegas, Nevada.

The following summarizes certain developments occurring from January 1, 2025 through the filing date of this report that relate to the Company’s operations, financing activities, and corporate initiatives.

AIEV - Strategic Operations and Product Development

• In March 2025, we hosted FF Open AI Day and unveiled our Personalized AI and Bespoke AI systems.

These innovations are part of our All-AI Mobility Ecosystem.

Personalized AI is designed to learn and adapt to user preferences across vehicle controls, comfort, and interaction styles.

Bespoke AI delivers co-created, premium user interfaces and intelligent services tailored for luxury users, acting as a digital concierge.

Both systems are built on large-model AI architecture and are planned for integration into the FF 91 and FX series.

• In March 2025, Future AIHER AI Hybrid Extended-Range Electric Powertrain System Inc.

was incorporated in the State of Delaware as a subsidiary of the Company.

This subsidiary focuses on the design and development of AI hybrid extended-range electric powertrain systems.

Capital Raising & Financing Agreements

• In July 2024, we entered into a Master Lease Agreement with Utica Leaseco, LLC with respect to a collateralized loan arrangement.

• In August 2024, we entered into a Waiver Agreement with certain investors holding secured and unsecured convertible notes, allowing adjustments to the notes’ conversion price under specific conditions to reduce cash obligations, providing noteholders with the option to convert at a lower price while waiving accrued interest, and extending their right to purchase additional notes for one year.

• In September 2024, we entered into a Junior Securities Purchase Agreement (the “ Junior Secured SPA Notes”) with institutional investors ( the “ Junior Secured SPA Investors”) for $30.0 million in commitments, consisting of $22.5 million in cash and $7.5 million converted from a prior loan.

Each Junior Secured SPA Investor also received an Incremental Warrant to fund, at the investor’s sole discretion, additional notes pursuant to the Junior Secured SPA Notes for amounts up to the original principal balance the investor funded.

O n January 28, 2025, we entered into a letter agreement with certain of the Junior Secured SPA Investors.

Pursuant to the letter agreement, prior to our receipt of the stockholders’ approval, such investors agreed not to convert any outstanding Junior Secured SPA Notes at a conversion price less than $5.24, the initial conversion price of the Junior Secured SPA Notes, and we agreed to issue, following receipt of such stockholders’ approval, to such investors who convert any Junior Secured SPA Notes at the $5.24 conversion price prior to our receipt of stockholders’ approval, additional shares of Class A Common Stock as a true-up.

• In December 2024, we secured approximately $30.0 million in cash financing commitments (the “ 2024 Unsecured SPA Notes”) .

Each investor (the “ 2024 Unsecured SPA Investors”) also received an Incremental Warrant to fund, at the 2024 Unsecured SPA Investor’s sole discretion, additional notes up to the original principal balance the 2024 Unsecured SPA Investor funded.

These funds are intended to support our core business operations and the ongoing ramp-up of the FX strategy.

On January 28, 2025, we entered into a letter agreement with certain of the 2024 Unsecured SPA Investors .

Pursuant to the letter agreement, prior to our receipt of the stockholders’ approval, such investors agreed not to convert any outstanding 2024 Unsecured SPA Notes at a conversion price less than $1.16, the initial conversion price of the 2024 Unsecured SPA Notes , and we agreed to issue, following receipt of such stockholders’ approval, to such investors who convert any U2024 Unsecured SPA Notes at the $1.16 conversion price prior to our receipt of stockholders’ approval, additional shares of Class A Common Stock as a true-up.

Stock Exchange Compliance & Stockholder and Corporate Actions

• In January 2024, we hosted a Chinese automotive supplier delegation at Faraday Future HQ.

There, we discussed strategic cooperation opportunities with the Chinese supply chain.

• In January 2024, we announced the completion of nearly 1,600 OTA upgrades and product enhancements on the FF 91 2.0, including many new features based on user R&D co-creation feedback.

• In February 2024, we effected a reverse stock split of our issued and outstanding Common Stock and a corresponding reduction in the total number of shares of Common Stock we are authorized to issue.

• In April 2024, we completed voluntary recall of our 2023 FF 91 Futurist vehicles in the United States through an OTA software update.

• In July 2024, at our annual stockholder meeting, our stockholders approved proposals to increase the number of our authorized shares, approve a reverse stock split, reelect directors, and amend the 2021 Plan, increasing the available shares under the 2021 Plan by 88,252,926 (on a pre-split adjusted basis).

• In August 2024, we filed a Certificate of Elimination to eliminate the designation of the Series A Preferred Stock classification, reclassifying it as authorized but unissued, following the automatic redemption of all outstanding Series A Preferred shares.

• In August 2024 after market close, the 1-for-40 reverse stock split became effective.

Following the reverse stock split, we have authorized 114,245,313 shares, consisting of two classes of stock:

(i) 104,245,313 shares Common Stock, and (ii) 10,000,000 shares of Preferred Stock.

Our Common Stock is divided into two series of stock composed of (i) 99,815,625 shares of Class A Common Stock, and (ii) 4,429,688 shares of Class B Common Stock.

• In September 2024, Nasdaq confirmed that we regained compliance with Nasdaq's listing requirements.

This followed a series of actions to address deficiencies in timely filing of the Form 10-K and the Q1 2024 10-Q and a minimum bid price deficiency.

In June 2024, Nasdaq granted us continued listing, contingent upon meeting filing and minimum bid price requirements by July 31 and August 31, 2024, respectively.

In July 2024, we met the periodic reporting compliance requirement by filing our Q1 2024 Form 10-Q.

Subsequently, in August 2024, we met the minimum bid price requirements following the August 2024 Reverse Stock Split.

• In January 2025, we filed a filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware.

The Series A Certificate of Designation designated one share of our Preferred Stock as Series A Preferred Stock, and established and designated the preferences, rights and limitations thereof.

The Series A Preferred Stock is not convertible into any other series of stock, but votes at a rate of 3,000,000,000 votes per share.

• In January 2025, we issued one share of Series A Preferred Stock to our Global CEO, Matthias Aydt for the purchase price of $100.00.

• In April 2025, the Company entered into a B2B vehicle reservation agreement with JC Auto, a New York City–based dealership operating as 129 Auto Sales Corp., for up to 1,000 FX Super One vehicles, including a $100,000 non-refundable deposit and priority delivery of up to 300 vehicles subject to future production, pricing and delivery schedules.

• In May 2025, the Company entered into a second B2B pre-order agreement with Sky Horse Auto LLC—a California-based premium mobility provider—for up to 300 FX Super One vehicles, supported by a $30,000 non-refundable deposit and priority delivery;

subject to future production, pricing and delivery schedules.

• In May 2025, the Company disclosed it had secured non-binding fleet reservation deposits totaling 1,300 FX Super One vehicles, including prior agreements with JC Auto and Sky Horse Auto, reflecting growing demand from U.S.

mobility operators.

• In May 2025, the Company secured 600 additional B2B deposits from U.S.-based multi-channel network ("MCN") agencies CreatoRev and Good Deal, bringing total FX Super One B2B deposits to over 2,500 units.

• In May 2025, the Company began deploying FF 91 AI and software technologies, including a voice interaction system based on large language models, into the FX product line.

• In May 2025, the Company expanded its U.S.

and Middle East operations, with its Ras Al Khaimah (RAKEZ) facility in the U.A.E.

ready for occupancy and targeted FX Super One production in the region contingent on funding.

The strategy supports regulatory streamlining, market training, and regional investor interest.

• In July 2025, the Company publicly unveiled the FX Super One at a launch event in Los Angeles, introducing its F.A.C.E.

LED display technology and Super EAI ecosystem.

The Company reported receiving more than 10,000 reservation deposits and expressions of customer interest for the vehicle as it advances toward future production readiness.

• In August 2025, the Company stated its focus on expanding its FX and FF 91 model lines, emphasizing broader market reach by introducing luxury technology from the FF 91 into future mass-production FX vehicles.

• In September 2025, the Company advanced its global expansion by preparing its Ras Al Khaimah (U.A.E.) operations to support the FX Super One program under its Global Automotive Bridge Strategy, while continuing to evaluate digital platform initiatives associated with its broader Eco Artificial Intelligence (“EAI”) ecosystem strategy.

• In November 2025, the Company disclosed that its future FF and FX battery electric vehicles, beginning with new models from 2026, will adopt the North American Charging System (“NACS”) port, providing future users with direct access to more than 28,000 Tesla Superchargers across the United States, Canada, Japan, and South Korea, while maintaining access to existing CCS fast-charging networks through operators such as ChargePoint and EVgo.

• In November 2025, the Company reported that the FX Super One program has received reservation deposits and non-binding indications of interest for more than 11,000 vehicles in the United States and more than 200 vehicles in the United Arab Emirates, including from B2B fleet customers, as the Company continues development of the FX Super One program.

• In November 2025, the Company noted that it had successfully completed the first round of safety testing for upper interior occupant impact protection for the FX Super One as part of the broader safety assessment and homologation process for the vehicle.

• In December 2025, the Company reported operational progress related to the FX Super One program, including the arrival of initial vehicle components at its Hanford, California manufacturing facility and preparations for the first pre-production vehicle roll-off event scheduled for December 21, 2025.

The Company also disclosed that its Board of Directors conditionally approved a five-year production plan targeting cumulative production and sales of approximately 400,000 to 500,000 vehicles, subject to securing additional financing and strategic partner agreements.

• In February 2026, GlobeX AI Hong Kong Holding Limited, a special purpose entity controlled by the Company, entered into a Strategic Cooperation Agreement and an engineering services agreement with Hebei Huanzhou Automobile Sales Co., Ltd.

in connection with the development, component procurement and engineering support for a battery electric version of the FX Super One for the U.S.

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.

AIXC - Strategic Operations and Product Development

▪ In August 2025, the Company disclosed the development of the C10 Index and related Crypto + EAI application framework, with real-time index tracking expected to be available on FF.com and the FF App.

▪ In September 2025, the Company reported progress on developing the C10 Crypto Treasury Index, an internal initiative under evaluation that may involve digital asset index tracking and related platform capabilities within the Company’s broader ecosystem strategy.

▪ In September 2025, the Company disclosed plans to establish a separate entity to pursue digital asset–related initiatives as part of its broader ecosystem strategy.

This initiative is intended to evaluate potential applications of blockchain infrastructure and digital asset technologies that could complement the Company’s intelligent mobility ecosystem.

▪ In September 2025, the Company completed a strategic $30 million investment in AIXC as the lead investor in a $41 million PIPE transaction related to digital asset platform initiatives, through which the Company obtained controlling interest of AIXC.

Following stockholder approval, AIXC may pursue initiatives related to digital asset infrastructure and platform development aligned with the Company’s broader ecosystem strategy.

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 consolidated financial statements.

AIEV - Capital Raising & Financing Agreements

• In December 2025, the Company entered into warrant termination agreements with certain holders of outstanding warrants previously issued in connection with several securities purchase agreements, including financings completed in May 2023, September 2024, December 2024, March 2025, and July 2025.

Pursuant to these agreements, the Company and the applicable warrant holders agreed to terminate specified warrants to purchase shares of the Company’s Class A common stock.

Upon execution of the agreements, the terminated warrants and all related rights were cancelled and ceased to have any further force or effect.

The agreements were entered into as part of the Company’s ongoing efforts to simplify its capital structure and manage potential future dilution.

• 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 $3.5 million), payable in installments through December 31, 2028.

AIXC - Capital Raising & Financing Agreements

• In August 2025, the Company disclosed plans to pursue financing dedicated to digital asset initiatives, including potential purchases of crypto assets, subject to the Company obtaining sufficient financing.

• In August 2025, the Company entered into a strategic partnership with HabitTrade, a digital-asset infrastructure firm, to support development of blockchain components as part of the Company’s broader ecosystem initiatives.

• In August 2025, the Company disclosed it is exploring a C10 ETF concept tied to the newly disclosed index.

• In September 2025, the Company outlined a proposed structure intended to establish an independent capital platform to support blockchain and digital asset initiatives while maintaining Faraday Future’s controlling interest in the platform.

• In September 2025, Faraday Future invested approximately $30 million in AIXC at an effective price of $2.246 per share, resulting in beneficial ownership of approximately 55% of AIXC’s common stock.

Global Co-CEO YT Jia also invested approximately $4 million under a voluntary two-year lock-up agreement.

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 March 2025, we changed our Nasdaq ticker symbol to “FFAI”.

• In May 2025, the Company disclosed that Global Co-CEO YT Jia and President Jerry Wang each adopted SEC Rule 10b5-1 stock purchase plans, with trades expected to begin in August 2025.

Jia completed purchases totaling $560,000 during the quarter ended September 30, 2025, and Mr.

Wang purchased 10,600 shares before his plan was cancelled by the broker.

• In June 2025, Mr.

Koti Meka, Chief Financial Officer, adopted a Rule 10b5-1 trading plan on June 12, 2025, providing for the purchase of up to $20,000 of the Company’s Class A Common Stock.

Before the plan was cancelled by the broker, Mr.

Meka purchased no shares of the Company’s Class A Common Stock under this trading plan.

• In July 2025, the Company and certain executives, including Global Co-CEO Yueting Jia and President Jerry Wang, received Wells Notices from the SEC indicating that SEC staff is considering recommending enforcement action relating to alleged statements made in connection with the Company’s 2021 PIPE and SPAC transactions.

• In August 2025, the Company issued one share of Series A Preferred Stock to its Chief Executive Officer, Matthias Aydt.

The Series A Preferred Stock carries special voting rights and provides voting power of 3,000,000,000 votes per share as set forth in the Series A Certificate of Designation.

• In August 2025, the Company disclosed that Founder and Global Co-CEO Yueting Jia and Global President Jerry Wang executed purchases of Company common stock under pre-established Rule 10b5-1 trading plans.

• In August 2025, additional share purchases by Company leadership, including CFO Koti Meka and FX CEO Xiao (Max) Ma, were scheduled pursuant to their existing Rule 10b5-1 trading plans adopted in June 2025.

• In September 2025, the Company disclosed that it successfully completed Nasdaq’s one-year compliance monitoring period and regained full compliance.

• In September 2025, all core proposals, other than a pending name change, were approved at the Company’s special meeting of stockholders.

• In November 2025, the Company issued a correction to a previously furnished earnings release to clarify that certain preliminary financial information included in the release differed from the final financial results presented in the Company’s Form 10-Q for the quarter ended September 30, 2025.

The Company indicated that additional adjustments were identified during the completion of its quarter-end close and review process and that the financial information presented in the Form 10-Q represents the Company’s final results for the period.

• In December 2025, the Company filed a Certificate of Designation creating one share of Series A Preferred Stock and issued that share to Matthias Aydt for $100 pursuant to a purchase agreement.

The share carried 7,000,000,000 votes, but only with respect to the Share Authorization Proposal;

those votes were required to be cast in the same proportion as votes cast by holders of common stock on that proposal, and the share had no other voting rights except as required by Delaware law.

• 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 Global Co-Chief Executive Officer Yueting Jia and Global President Jiawei (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.

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

Corporate Governance

• In April 2024, we appointed Werner Wilhelm as Executive Launch Director.

• In June 2024, Li Han resigned as a member of the Board for personal reasons.

Han also served as a member of the Nominating and Corporate Governance Committee.

• In August 2024, we appointed Tin Mok as Head of FF UAE, where he will lead business development and strategic financing efforts in the UAE and Middle East.

• We made senior leadership changes, appointing Koti Meka as Chief Financial Officer, effective September 2024 and Aaron Ma as Acting Head of EV R&D, effective August 2024, to advance our dual-brand strategy.

• In November 2024, we appointed Xiao (Max) Ma, a long-time employee, as the Global CEO of Faraday X aiEV Inc.

• In December 2024, Dr.

Lei Gu joined as President of the Faraday X aiEV Inc., in charge of the Global EV Research and Development (R&D) Center and Vehicle Line Executive (VLE) for the FX6 program.

• In March 2025, Jerry Wang was promoted to Global President of the Company.

• In April 2025, Yueting Jia, our founder, was promoted to Global Co-Chief Executive Officer (“Global Co-CEO”) and will co-lead the Company alongside Matthias Aydt.

• In May 2025, the Company formalized YT Jia’s appointment as Global Co-CEO under a “Stockholders First” equity incentive plan.

• In August 2025, the Board approved temporary governance adjustments during the SEC investigation, assigning primary oversight of finance, legal, accounting, and public reporting functions to Global Co-CEO Matthias Aydt during the pendency of the investigation.

• In August 2025, the Company reported formation of a wholly owned subsidiary, FFAI Crypto Treasury and Bridging Holdings Inc., related to its digital asset initiatives.

• In September 2025, Global Co-CEO Yueting Jia completed the second tranche of stock purchases under his Rule 10b5-1 plan, investing approximately $180,000 of his signing bonus to demonstrate confidence in FF’s long-term strategy and stockholder alignment.

• In September 2025, Global Co-CEO Yueting Jia completed purchases of the Company’s common stock under his Rule 10b5-1 trading plan totaling approximately $740,000.

• In September 2025, the Board approved the foundational steps for the spin-off entity and delegated management authority to oversee its implementation and compliance planning in alignment with U.S.

regulatory standards for digital assets.

• In November 2025, AIXC held a special meeting of stockholders approving the Subscription Agreement and related share issuances, enabling the Company to obtain a majority ownership position in AIXC and designate a majority of the reconstituted board of directors.

• In November 2025, following stockholder approval, AIXC filed a Certificate of Amendment to change its corporate name to AIxCrypto Holdings, Inc.

• In December 2025, the Audit Committee of the Board of Directors approved the dismissal of Macias Gini & O’Connell LLP (“MGO”) as the Company’s independent registered public accounting firm and the appointment of HTL International, LLC as the Company’s new independent registered public accounting firm.

MGO’s audit report on the Company’s consolidated financial statements for the year ended December 31, 2024 did not contain an

adverse opinion or disclaimer of opinion and was not qualified or modified as to accounting principles or auditing scope, but included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

The Company reported that there were no disagreements with MGO on accounting principles or practices, financial statement disclosure, or auditing scope or procedures during the relevant reporting periods.

MGO provided a letter to the Securities and Exchange Commission stating that it agreed with the statements made by the Company regarding the change in auditors.

• 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 and the broader Middle East.

Mok will continue to serve as an executive officer and Head of FF Middle East.

Supply Chain Exposure and Tariff Risk

As of December 31, 2025, 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 year ended December 31, 2025, the Company increased it lower-of-cost-and-net-realizable-value inventory reserve by $17.8 million, bringing the total reserve to $21.1 million as of December 31, 2025, compared to $3.3 million as of December 31, 2024.

Of the increase recorded during 2025, approximately $13.3 million related to market conditions, including anticipated tariffs and higher transportation costs, and approximately $4.6 million related to excess and obsolete inventory identified during the period.

While supply-chain conditions, including tariffs and logistics costs, were considered in the valuation of inventory, the increase in the reserve was also influenced by the Company’s evolving product strategy, including a greater focus on development of the FX Super One platform and reduced emphasis on the FF 91 program.

tariff policies continue to evolve, 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

On February 26, 2023, after an assessment by the Board of our management structure, the Board approved Mr.

Yueting Jia, our founder and Chief Product and User Ecosystem Officer (alongside the then Chief Executive Officer, Mr.

Xuefeng Chen) reporting directly to the Board, as well as our product, mobility ecosystem, I.A.I., and advanced research and development (“R&D”) technology departments reporting directly to Mr.

The Board also approved our user ecosystem, capital markets, human resources and administration, corporate strategy and China departments reporting to both Mr.

Chen, subject to processes and controls to be determined by the Board after consultation with our management.

Based on the changes to his responsibilities, the Board determined that Mr.

Jia was an “officer” of within the meaning of Section 16 of the Exchange Act and an “executive officer” of Rule 3b-7 under the Exchange Act.

On September 16, 2023, Mr.

Chen notified us of his decision to resign from his position as CEO and as a member of the Board effective September 29, 2023.

On September 21, 2023, the Board appointed Mattias Aydt to succeed Mr.

Chen as Global CEO and as a member of the Board, effective September 29, 2023.

We operate in one operating segment and one reportable segment.

Our Global CEO and Chief Product and User Ecosystem Officer, acting jointly serving as co-Chief Operating Decision Makers (“CODMs”), regularly evaluate our financial performance using consolidated financial information at the total-company level.

The CODMs receive regular financial and operational reporting that focuses primarily on the our consolidated loss from operations, overall cash flows, liquidity, and strategic initiatives.

For 2024, we adopted Accounting Standards Update (“ASU”) 2023‑07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures Management has identified Loss from operations, as presented in the Company's Consolidated Statements of Operations and Comprehensive Loss, as the primary measure used by the CODMs to evaluate the performance of the business and allocate resources.

We haves two operating segments—AI Electric Vehicle (“AIEV”), and digital assets — both segment meet the criteria for separate reporting under ASC 280.

Through August 12, 2025, our two Global Co-Chief Executive Officers (“Global Co-CEOs”), acting jointly serving as Co-Chief Operating Decision Makers (“CODMs”), 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.

Effective August 13, 2025, in connection with temporary governance adjustments approved by the Board, Mr.

Matthias Aydt serves as our sole CODM for purposes of ASC 280.

Management has identified Loss from operations, as presented in our 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.

This measure is critical for a going concern that must carefully manage its cash outflows, particularly given that the timing of its cash inflows is influenced by external investor decisions.

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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 CODMs, work in close collaboration with the our business leaders to establish critical operational targets, set project timelines, and adjust spending plans.

The CODM, works in close collaboration with our business leaders to establish critical operational targets, sets project timelines, and adjusts 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.

This rigorous oversight supports the our strategic objectives to focus business activities the on the production, sales, and leasing of its FF 91 vehicles, and the planned launch of the FX Series vehicles.

In addition, the Company defines “other segment items” as other operating expense adjustments that arise from lease or other impairments, gains and losses on the sale or disposition of its fixed assets, or other market‑driven factors that impact Loss from operations presented in the Consolidated Statements of Operations and Comprehensive Loss and are not part of the our recurring and controllable operating costs .

By segregating these “Other Segment Items” from “loss from operations,” we provide investors with a clear view of the expenses that management can directly influence versus those driven by external factors.

Other potentially reportable items, such as separate automotive sales and leasing revenues (currently immaterial), geographic information, depreciation expense, interest expense, or other segment-specific activities, are not separately reviewed by the CODMs.

Accordingly, these detailed segment components do not influence the CODM's decision-making or resource allocation processes and thus are not separately disclosed.

Emerging Growth Company Status

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies.

Any such election to not take advantage of the extended transition period is irrevocable.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards.

We expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards.

This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

This rigorous oversight supports the our strategic objectives to focus business activities on production, sales, and leasing of its FF 91 vehicles, the planned FF 92 upgrade program, and the commercialization of the FX Series vehicles.

During 2025, the Company acquired a controlling interest in AIXC, and the acquisition closed on September 29, 2025.

Accordingly, AIXC’s results were included in the Company’s consolidated financial statements only from the acquisition date through December 31, 2025.

The Company intends to use AIXC as the platform for future crypto-related initiatives;

however, no active crypto operations were conducted during 2025, and the Company liquidated its crypto holdings to help fund the AIXC

(For further information see Note 3 - Business Acquisition - Consolidation of AIXC, and Note 1 - Nature of Business and Organization ).

Components of Our Results of Operations

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 this Form 10-K.

Production and Operations

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and selling and distribution expenses as we builds our brand and markets our vehicles.

We may incur significant costs in connection with our services as we delivers at scale the FF 91 Futurist, including servicing and warranty costs.

We may incur significant costs in connection with our services as we deliver at scale the FF 91 Futurist, including servicing and warranty costs.

Our ability to become profitable in the future will depend on our ability to successfully market our vehicles and control our costs.

Through December 31, 2024 , we have sold six and leased ten vehicles.

Through December 31, 2025 , we have sold eleven and leased twelve vehicles.

As a result, 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 ieFactory California, secured syndicated debt financing, convertible notes, working capital loans, and equity offerings, among other options.

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 its FF ieFactory California will impact our ability to generate revenue.

Any delays in the successful completion of its 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 Consolidated Financial Statements and for further details on liquidity, please see the “Liquidity and Capital Resources” section below.

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Automotive Sales Revenue

We began the production of our FF 91 Futurist in March 2023 and started making deliveries to customers in August 2023 and have sold two and leased four vehicles for the year ended December 31, 2024.

We began the production of our FF 91 Futurist in March 2023 and started making deliveries to customers in August 2023 and have delivered four vehicle during the year ended December 31, 2025 .

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.

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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 Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024.

We have entered and may continue to enter into co-creator consulting agreements with our customers under which customers share feedback, driving data, ideas, experiences with its engineers, social media posts and other promotions in exchange for specified fees.

We consider these arrangements to be consideration payable to a customer.

The consideration paid to the customer relates to marketing and R&D services that are distinct and could be purchased by us from a separate third-party.

We perform an analysis in which we maximize the use of observable market inputs to ascribe a fair value to these services and record the fair value of these services to sales and marketing expense or R&D expense, as applicable.

Any consideration payable to a customer that is above the fair value of the distinct services being provided is treated as a reduction of revenue.

The impact of such residual value guarantees wa s immaterial to our Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025.

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 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

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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.

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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.

Customer Deposits and Deferred Revenue

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.

Customer Deposits

Our customers may reserve a vehicle and 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 $3.0 million and $3.2 million as of December 31, 2024, and 2023, respectively.

Customer deposits were $4.4 million and $3.0 million as of December 31, 2025 and December 31, 2024, 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.

As of December 31, 2025, the Company had received approximately 13,600 non-binding, non-refundable B2B reservation deposits and 536 B2C non-binding refundable reservations, totaling 14,136 reserved vehicles.

By comparison, as of December 31, 2024, the Company had received 299 B2C reservations.

The increa se in total reservations was primarily driven by the launch of the FX Super One vehicle and the expansion of co-creator and reservation programs designed to drive early engagement and demand.

The co-creator program leverages early supporters, channel partners, and social media influencers to generate awareness, promote product visibility, and build community participation around the brand and its new product offerings with a particular focus on driving B2C orders.

The Company enters into co-creation collaborations of varying value and service scope with B2B pre-order customers.

Fees paid to non-influencer participants are recorded as co-creation expenses, while fees paid to influencer marketing agencies are classified either as contra-revenue or as marketing-related general and administrative expenses, depending on the nature of the arrangement.

Co-creator costs are recorded as marketing expenses when the fair value of services provided under the co-creation agreement substantiates the payment;

however, any portion of the payment that exceeds the fair value of those services is treated as a reduction of revenue in accordance with ASC 606.

Deferred Revenue

Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the balance sheet date.

Deferred revenue related to products and services w as immaterial a s of December 31, 2024, and 2023.

Deferred revenue related to products and services was insignificant as of December 31, 2025 and December 31, 2024.

Cost of Automotive Sales Revenue

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Research and Development

Research and development activities represent a significant part of our business.

Our R&D efforts focus on the design and development of our electric vehicles and continuing to prepare our prototype electric vehicles to exceed industry standards for compliance, innovation, and performance.

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.

We expect R&D expenses to decrease in the near future as we substantially have completed R&D activities related to the FF 91, offset by increases in R&D expenses related to FX Series vehicles.

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

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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 to market and seek to generate additional sales.

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

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We expect our general and administrative expenses to increase as we continue to grow our business.

Loss on Disposal of Property, Plant and Equipment

Loss on disposal on property, plant, and equipment relates to the abandonment of certain FF 91 Futurist program construction in progress assets, primarily vendor tooling, machinery, and equipment, due to the redesign of the related FF 91 components and implementation of our cost reduction program.

Loss from Disposal of Property, Plant and Equipment

Loss on disposal of property, plant, and equipment relates to the abandonment of certain FF 91 Futurist program construction in progress assets, primarily vendor tooling, machinery, and equipment, due to the redesign of the related FF 91 components and implementation of our cost reduction program.

Charges associated with disposals are recognized within operating expenses in the Consolidated Statements of Operations and Comprehensive Loss.

Change in Fair Value of Earnout Liability

Our shareholders prior to the Business Combination, until its fifth anniversary, are entitled to contingent consideration of up to 2,605 additional shares of Class A Common Stock in the aggregate in two equal tranches upon the occurrence of each earnout triggering event (“Earnout Shares”).

We recognized the Earnout Shares at fair value upon the closing of the Business Combination and classified them in Stockholders’ Equity since the Earnout Shares were determined to be indexed to our own stock and meet the requirements for equity classification in accordance with ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity .

From time to time subsequent to the closing of the Business Combination, the Earnout Shares may be classified as derivative liabilities under ASC 815, Derivatives and Hedging , due to the us having insufficient authorized shares to fully settle the equity-linked financial instruments in shares.

The Earnout Shares reclassified as derivative instruments are recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled or we have sufficient authorized, unissued shares to settle such contracts with shares.

Asset Impairment

We record impairments in operating expenses related to deposits for future goods and services, property, plant, and equipment based on tangible-asset valuations, and lease right-of-use assets associated with facility exits and changes in our long-term operating plans.

Charges associated with impairment of assets are recognized within operating expenses in the Consolidated Statements of Operations and Comprehensive Loss.

When we identify impairment indicators under ASC 360—such as changes in regulatory incentives, evolving macroeconomic and geopolitical conditions, market-based indicators of our enterprise value, or updates to our product and manufacturing roadmap—we evaluate the recoverability of our long-lived assets and, when necessary, record impairment charges to reduce their carrying values to estimated fair value.

In the third quarter of 2025, this process resulted in impairment charges on certain long-lived assets, including tooling, machinery, equipment and related assets at vendor sites and at the FF aiFactory California facility in Hanford, California.

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 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 Consolidated Statements of Operations 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

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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.

Other Expense, net

Other expense, net consists of foreign currency transaction gains and losses and other expenses such as bank fees and late charges.

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 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 / (Expense), net

Other income (loss), 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 expense to fluctuate as we continue to transact internationally.

Results of Operations

Consolidated Results of Operations

Consolidated Statements of Operations

Year Ended December 31,

(in thousands) 2025 2024

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Research and development 16,603 25,227

Settlement on accrued research and development expenses — (14,935)

Sales and marketing 12,310 9,278

General and administrative 55,733 43,164

Settlement on accrued research and development expenses (14,935) —

Lease impairment, net 1,847 —

Loss on disposal on property, plant, and equipment 1,667 4,453

Change in fair value of earnout liability — 2,033

Loss on disposal of property, plant, and equipment 2,459 1,667

Impairment of long-lived assets and deposits 137,435 1,847

Impairment of goodwill 4,450 —

Credit loss expense - short-term note receivable 4,294 —

Total operating expenses 233,284 66,248

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Change in fair value of notes payable, warrant liabilities, and derivative call options 49,093 (12,556)

Change in fair value of related party notes payable and related party warrant liabilities 253 7,101

Change in fair value of related party notes payable, warrant liabilities, and derivative call options (1,627) 253

Loss on settlement of notes payable (100,524) (161,725)

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Related party interest expense — (8,710)

Other expense, net (1,448) (2,437)

Net loss on digital assets (4,117) —

Other income (loss), net 4,983 (1,448)

Loss before income taxes (397,019) (356,114)

Income tax benefit (expense) 267 (109)

Income tax (expense) benefit (63) 267

Net loss $ (397,082) $ (355,847)

Consolidated - Revenue

Year Ended December 31, Change

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Revenue $ 536 $ 539 $ (3) (0.6) %

Revenue decreased by $0.2 million for the year ended December 31, 2024, compared to the same period in 2023.

Automotive sales revenue was $0.5 million for the year ended December 31, 2024, compared to $0.8 million for the same period in 2023, while automotive leasing revenue increased by an immaterial amount.

Additionally, the number of vehicles delivered was six for the year ended December 31, 2024, compared to ten for the same period in 2023.

The 2023 sales revenue benefited from the initial delivery of our flagship luxury electric vehicle, the FF 91 Futurist.

Cost of Revenue

Revenue decrease d by $3 thousand for the year ended December 31, 2025 , compared to the same period in 2024.

Revenue was consistent year over year for the year ended December 31, 2025.

Revenue was essentially flat year over year.

Although vehicle deliveries increased, with four vehicles delivered in 2025 compared to three in 2024, automotive sales revenue did not increase correspondingly.

This decrease was largely offset by higher leasing revenue as the Company expanded its operating lease program.

Higher leasing revenue from the Company’s expanded operating lease program largely offset the decline in automotive sales revenue.

Overall revenue remains limited as the Company continues in a pre-commercial production phase.

Looking ahead, the Company intends to advance the commercialization of the FX Super One as it transitions from pre-production and validation activities toward scaled manufacturing and staged deliveries.

Management expects that revenue will remain limited until production and deliveries increase;

however, as the FX Super One moves through its 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 execution of manufacturing, supplier, regulatory, and delivery milestones.

Consolidated - Cost of Revenue

Year Ended December 31, Change

2 unchanged sentences

Cost of revenue increased by $14.3 million for the year ended December 31, 2025, compared to the same period in 2024.

This increase was primarily driven by higher depreciation expenses as equipment was placed into service to enhance production capabilities, particularly in the paint and body shop.

Additionally, the increase reflects greater corporate cost absorption into inventory and cost of revenue, including expenses related to FF ieFactory California lease agreement, which commenced in late 2023, and the Collateralized Loan financing, initiated in 2024.

During the year ended December 31, 2024, we continued expanding our production capabilities to include both luxury and more affordable electric vehicles.

This strategic shift, aligned with broader market demand, is expected to increase fixed cost allocations to cost of revenues as new equipment is placed into service.

We remain focused on optimizing production efficiencies and preparing the FF ieFactory California facility for planned new product lines.

Research and Development

The increase was primarily driven by higher inventory reserves partially offset by lower depreciation expense following the impairment of certain long-lived assets.

During 2025, the Company recorded a net increase of approximately $17.8 million in inventory reserves based on updated production plans and inventory utilization.

In addition, depreciation expense allocated to cost of revenue declined by approximately $5.0 million as a result of impairment charges recorded during 2025 under ASC 360.

Consolidated - Research and Development

Year Ended December 31, Change

2 unchanged sentences

R&D expense decreased by $8.6 million for the year ended December 31, 2025, compared to the same period in 2024.

This reduction was primarily driven by a $53.6 million decrease due to salary and headcount reductions, along with the reassignment of R&D personnel to production roles, and a $35.2 million decrease in engineering, design, and testing costs.

As we transition from an R&D-intensive focus to a greater emphasis on full-scale production resources are being reallocated from R&D to manufacturing to enhance operational efficiency.

This shift prioritizes the commercialization of past R&D advancements while enabling continued but more targeted innovation.

To sustain progress with lower internal costs, we have also established strategic partnerships with technology providers and industry experts.

Additionally, we are refocusing our R&D efforts on developing more affordable electric vehicle platforms, expanding our technology portfolio to meet broader market demands.

This strategic shift ensures continued innovation across both luxury and more accessible segments, aligning with evolving industry trends.

Sales and Marketing

The decrease was primarily driven by a $7.0 million reduction in wages and related benefit, including lower bonus expense, and a $6.6 million reduction in IT-related R&D expenses These decreases were partially offset by a $3.3 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—as well as $2.4 million of lower cost allocations to cost of sales in the current period.

Throughout 2025, R&D activities primarily supported 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 United Arab Emirates (U.A.E.) to align manufacturing standards and production planning under its global bridge strategy.

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, and software refinement, in collaboration with key technology and supply-chain partners to support scalable FX Series production readiness.

During the year, 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.

Consolidated - Settlement on Accrued Research and Development

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Settlement on accrued research and development expenses $ — $ (14,935) $ 14,935 (100.0) %

A $14.9 million gain f rom the settlement of previously accrued research and development expenses was recognized during the year ended December 31, 2024 , with no comparable gain or loss recognized during the year ended December 31, 2025 .

This gain resulted from a settlement that resolved ongoing disputes over unpaid invoices due to Palantir.

Consolidated - Sales and Marketing

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Sales and marketing $ 12,310 $ 9,278 $ 3,032 32.7 %

Sales and marketing expense decreased by $13.6 million for the year ended December 31, 2024, compared to the same period in 2023 .

The reduction was primarily driven by a $7.7 million decrease in compensation expense, a $3.6 million decrease in general expenses (primarily due to lease termination costs in 2023 ), and a $1.7 million decrease in marketing costs.

Despite a reduction in sales and marketing personnel, we continue to market effectively by leveraging our Co-Creation strategy, which engages industry pioneers and influential personalities.

Through this approach, we expand our brand by collaborating with high-profile figures and integrating users in our product development and marketing processes.

Additionally, we host VIP events and participate in major industry showcases to offer customers and stakeholders immersive experiences of our flagship vehicles and prototypes, further enhancing customer engagement and brand visibility.

These efforts enable us to optimize our marketing reach and increase brand awareness while maintaining lower internal costs.

Sales and marketing expense increased by $3.0 million for the year ended December 31, 2025, compared to the same period in 2024.

The increase was primarily driven by a $5.9 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 were partially offset by a $2.3 million decrease in rent and related expense and a $0.9 million reduction in wages and related benefits, including lower bonus expense.

Throughout 2025, the Company executed 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.

Consolidated - General and Administrative

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

General and administrative $ 55,733 $ 43,164 $ 12,569 29.1 %

General and administrative expense increased by $12.6 million for the year ended December 31, 2025, compared to the same period in 2024.

The increase was primarily driven by a $19.4 million increase in professional fees, reflecting higher legal expenses, audit and advisory fees, SOX compliance support, and services provided under the FFGP agreement.

Wages and related benefit costs increased by $3.7 million due to higher salaries and nondiscretionary bonuses, and a $2.3 million

decrease in costs allocated to cost of sales.

These increases were partially offset by a $4.0 million reduction in insurance costs, primarily due to lower directors and officers (“D&O”) insurance premiums and other corporate insurance savings, $6.6 million lower depreciation and amortization expense, as well as $2.1 million of lower rent expense in the current period.

Throughout 2025, the Company continued to experience elevated general and administrative costs as it managed increased legal, compliance, and governance requirements.

These included expenses associated with the SEC investigation, the implementation of temporary governance adjustments, enhanced Sarbanes-Oxley compliance activities, and recurring Form S-1 registration filings to facilitate the resale of shares issued upon conversion of certain convertible debt instruments.

Professional service costs also increased in connection with the opening of operations in the United Arab Emirates, the negotiation and execution of a major mass-production engineering services agreement, research and structuring of new preferred equity issuances, the acquisition and integration of AIXC, robotics-related strategic initiatives, and advisory support related to evolving tariff and trade matters.

Staffing levels remained higher year-over-year in both the U.S.

and China to support these expanded activities, resulting in increased wages and related benefits despite lower discretionary bonus expense.

Although management implemented efficiency initiatives, including vendor consolidation, office space optimization, and administrative streamlining, overall G&A expenses remained elevated due to the Company’s expanded regulatory, transactional, and strategic initiatives.

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

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Loss on disposal of property, plant, and equipment $ 2,459 $ 1,667 $ 792 47.5 %

Loss on disposal of property, plant, and equipment increased by approximately $0.8 million for the year ended December 31, 2025, compared to the same period in 2024.

We dispose of equipment when the assets become obsolete, costly to maintain, or are replaced by more efficient technologies.

Consolidated - Asset Impairment

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Impairment of long-lived assets and deposits $ 137,435 $ 1,847 $ 135,588 NM*

NM = not meaningful

During the year ended December 31, 2025, the Company recorded total impairment charges of approximately $137.4 million related to long-lived assets.

Based on the results of an independent third-party tangible asset valuation study performed in connection with identified triggering events under ASC 360, the Company recorded impairment charges of $128.9 million related to Property, Plant, and Equipment, Net, and $8.5 million related to Deposits and Other Current Assets.

The 2025 impairment was primarily attributable to certain tooling, machinery, and manufacturing equipment located at vendor sites and at the Company’s FF aiFactory California production facility in Hanford, California.

These assets were determined to be impaired following a reassessment of operational plans and near-term production forecasts, including the Company’s strategic shift from FF 91 program activities toward the planned FF 92 upgrade program and reorganization and retooling efforts in preparation for the commercial production of the FX Super One.

Triggering events included the elimination of federal EV tax credits, escalating U.S.–China trade tensions, and the Company’s market capitalization relative to the carrying value of its long-lived assets.

During the year ended December 31, 2024, the Company recorded an impairment loss related to lease right-of-use (“ROU”) assets.

This charge resulted from facility exits, including a leased retail store, a research facility, and an administrative location in China, as the Company negotiated lease terminations with landlords.

No property, plant, and equipment impairment charges were recorded during 2024.

Consolidated - Impairment of Goodwill

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Impairment of goodwill $ 4,450 $ — $ 4,450 NM*

NM = not meaningful

During the year ended December 31, 2025, we recorded a $4.5 million goodwill impairment related to the AIXC business acquired in September 2025.

In connection with the annual impairment assessment under ASC 350, management compared the estimated fair value of the AIXC reporting unit to its carrying value.

The fair value was supported primarily using a market-based valuation approach that considered AIXC’s diluted market capitalization 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 as of the testing date.

Accordingly, the Company recognized an impairment charge limited to the recorded goodwill balance.

There was no comparable goodwill impairment in 2024, as no goodwill was recorded prior to the AIXC acquisition.

Consolidated - Credit Loss Expense

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Credit loss expense - short-term note receivable $ 4,294 $ — $ 4,294 NM*

NM = not meaningful

During the year ended December 31, 2025, we recorded a $4.3 million of credit loss expense primarily related to the Marizyme promissory note acquired in connection with the AIXC business combination.

In accordance with ASC 326, the Company evaluated the collectability of the note and recorded an allowance for expected credit losses based on an assessment of the borrower’s financial condition, liquidity constraints, and uncertainty regarding repayment.

The increase in credit loss expense in 2025 reflects updated information obtained following the acquisition, including continued operating losses at the borrower and heightened uncertainty surrounding its ability to satisfy the note in accordance with contractual terms.

There was no comparable credit loss expense in 2024, as the note was not held by the Company prior to the AIXC acquisition.

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

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Change in fair value of notes payable, warrant liabilities, and derivative call options $ 49,093 $ (12,556) $ 61,649 (491.0) %

The $61.6 million year-over-year improvement reflects the combined effects of losses recognized upon initial issuance of instruments and subsequent fair value remeasurement.

Losses recognized at issuance remained elevated in 2025, totaling approximately $61.9 million, compared to approximately $49.6 million in 2024.

The increase was driven primarily by higher common stock warrant issuance activity following the execution of new SPAs beginning in the second half of 2024, which provided for increased warrant coverage relative to legacy arrangements.

In addition, derivative call options (Incremental Warrants) were first recognized in December 2024 after a spike in the Company’s stock price caused these instruments to become in-the-money, contributing to higher issuance-related losses in late 2024 and continuing through much of 2025.

Issuance activity declined significantly in the fourth quarter of 2025, which moderated incremental issuance-related losses toward year end.

More than offsetting these losses, we recognized substantially higher gains from fair value remeasurement in 2025, totaling approximately $116.6 million, compared to approximately $39.9 million in 2024.

This increase was driven by a materially larger population of equity-linked instruments outstanding during the period, particularly warrants and Incremental Warrants, together with a sustained decline in the Company’s stock price during 2025.

Immediately prior to certain warrant

cancellations on December 28, 2025, there were 56,584,917 SPA Portfolio third-party warrants outstanding, compared to 5,931,638 outstanding as of December 31, 2024.

As our stock price declined over the course of 2025, the fair value of notes, warrants, and derivative call options decreased, resulting in a larger net remeasurement gain for the year.

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

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Change in fair value of related party notes payable, warrant liabilities, and derivative call options $ (1,627) $ 253 $ (1,880) (743.1) %

The Change in fair value of related party notes payable, warrant liabilities, and derivative call options decreased by $1.9 million for the year ended December 31, 2025, when compared with the same period in 2024.

Significant driving factors include (1) an increase in related party activity, such as issuance and conversion of the related party 2025 March Unsecured SPA Notes, warrants, and Incremental Warrants and (2) the recognition of day-one losses upon issuance of related party 2025 March Unsecured SPA Notes and associated instruments.

We issued related party SPA Portfolio Notes with a principal value of $5.0 million during the year ended December 31, 2025.

Upon issuance the Company recognized a day-one loss of $3.6 million, as the combined fair value of the SPA Portfolio Note, SPA Portfolio Note Warrant, and Incremental Warrant exceeded the cash proceeds received.

These issuance-date losses were further offset by net $2.2 million gain from the remeasurement of related party notes payable, related party warrant liabilities, and related party Incremental Warrants as of December 31, 2025.

The fair value of our related party instruments decreased during the period ended December 31, 2025, primarily due to a decrease in our Class A Common Stock price over the period since the first issuance of 2025 March Unsecured SPA Notes to related parties in March 2025.

There was no significant related party debt activity during the year ended December 31, 2024.

Consolidated - Loss on Settlement of Notes Payable

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Loss on settlement of notes payable $ (100,524) $ (161,725) $ 61,201 (37.8) %

The $61.2 million decrease in Loss on settlement of notes payable, compared to the prior year, primarily reflects a lower loss recognized per dollar of principal converted during 2025, and to a lesser extent, a lower overall volume of debt conversions.

During the year ended December 31, 2025, we converted $125.0 million of principal into 117,784,999 shares of Class A common stock, compared to $141.6 million of principal converted into 62,141,799 shares during the year ended December 31, 2024.

Despite a relatively similar level of principal converted, the year-over-year decrease in loss on settlement of notes payable primarily reflects a lower loss recognized per dollar of principal.

The annual average loss per dollar of principal declined to approximately $0.80 in 2025 compared to approximately $1.12 in 2024.

This period-over-period improvement was primarily driven by differences in conversion pricing mechanics and the relative timing of stock price movements between the periods.

During the first six months of 2024, conversions occurred at fixed conversion prices in an environment where our stock price increased prior to settlement, resulting in higher extinguishment losses as the fair value of equity delivered exceeded the carrying amount of the debt extinguished.

In contrast, the 2025 conversions incorporated variable pricing features for the whole period that generally reduced the differential between the fair value of equity issued and the carrying amount of the Notes settled, particularly during periods of lower and less volatile stock prices.

Additionally, the lower loss per dollar in 2025 reflects the reduced contractual interest rate on the notes (10% in 2025 versus 15% in 2024) and the absence of make-whole provisions that were applicable to certain conversions during the first half of 2024.

Consolidated - Loss on Settlement of Related Party Notes Payable

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Loss on settlement of related party notes payable $ (5,128) $ (14,295) $ 9,167 (64.1) %

During the year ended December 31, 2025 a related party converted various notes with an aggregate principal of $6.5 million in exchange for 6,326,566.00 shares of our Class A Common Stock.

We recognized a $5.1 million Loss on settlement

of related party notes payable for the difference between the fair value of the shares issued and the fair value of the debt.

During the year ended December 31, 2024, a related party converted only $0.7 million of principal and we recognized a modest Loss on settlement of related party notes payable of $0.2 million.

During the year ended December 31, 2024 we recognized a $14.1 million loss on related party notes related to interest, penalties, and principal increases resulting from our breach of the agreement with Chongqing Leshi Small Loan Co., Ltd.

(“Chongqing”), as discussed in Note 9, Related Party Transactions in the notes to the Consolidated Financial Statements.

There was no breach of our agreement with Chongqing during the years ended December 31, 2025 and 2024.

Consolidated - Interest Expense

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Interest expense $ (8,649) $ (7,895) $ (754) 9.6 %

Interest expense increased by approximately $0.8 million for the year ended December 31, 2025 , compared to the same period in 2024.

This decrease was primarily due to interest expense allocated to construction in progress, partially offset by 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 - Related Party Interest Expense

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Related party interest expense $ — $ (8,710) $ 8,710 (100.0 %)

Related party interest expense decreased by $8.7 million for the year ended December 31, 2025 , compared to the same period in 2024.

The decrease was primarily driven by our default in the first quarter of 2024 on the loan with our related party lender, Chongqing, which triggered retroactive interest charges and penalties under the prior agreement.

Under the revised loan agreement, no interest is incurred unless the Company defaults.

Consolidated - Loss on Digital Assets, net

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Net loss on digital assets $ (4,117) $ — $ (4,117) NM *

* NM = not meaningful

Net loss on digital assets increased by $4.1 million for the year ended December 31, 2025 , compared to the same period in 2024.

The increase was attributable to digital asset transactions occurring during 2025 following the AIXC acquisition.

During the year, the Company and AIXC purchased and subsequently sold various cryptocurrencies, resulting in realized losses based on the difference between the sales proceeds and the historical cost basis of the assets sold.

In addition, the Company recognized unrealized losses on digital assets held at year end due to declines in quoted market prices relative to their carrying values.

Digital assets are measured at fair value, with changes in fair value recognized in earnings.

The net loss for 2025 reflects both realized losses from sales activity and fair value adjustments resulting from market volatility in cryptocurrency prices during the year.

There were no digital asset transactions or related gains or losses during the year ended December 31, 2024.

Consolidated - Other Income (Expense), net

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Other income (loss), net $ 4,983 $ (1,448) $ 6,431 (444.1 %)

Other income, net increased by $6.4 million for the year ended December 31, 2025 , compared to the same period in 2024.

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 2024, 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 UAE Dirham is pegged to the U.S.

AIEV Results of Operations

AIEV - Statements of Operations

(in thousands) 2025 2024

Revenue $ 536 $ 539

Cost of revenue 98,302 84,029

Gross profit (97,766) (83,490)

Operating expenses

Research and development 16,757 25,227

Settlement on accrued research and development expenses 12,310 9,278

Sales and marketing 52,615 43,164

General and administrative — (14,935)

General and administrative expense decreased by $39.7 million for the year ended December 31, 2024, compared to the same period in 2023.

This decline was mainly due to a reduction of $23.2 million in professional service fees, a $10.7 million, decrease in insurance—primary related to a reduction of directors and officers’ insurance, and a $7.4 million decrease in general expenses—largely reflecting lower lease termination costs in 2023.

Additionally, changes in the overhead allocation of General and administrative expenses are largely offset by the change in depreciation and consumables expenses.

Overhead allocation is the process of redistributing shared corporate costs across various departments or business units.

This approach ensures that each piece of the organization bears its fair share of indirect expenses, thereby enhancing cost transparency and enabling more accurate financial analysis and decision-making.

These reductions reflect our ongoing cost-cutting initiatives focused on at optimizing general and administrative expenses.

We have implemented measures to streamline operations, including renegotiating vendor agreements, consolidating office space to reduce rent, and restructuring our workforce to minimize wage-related expenses, all while maintaining operational efficiency.

Settlement of Accrued Research and Development expenses

Loss on disposal of property, plant, and equipment 2,459 1,667

Impairment of long-lived assets and deposits 137,435 1,847

Impairment of goodwill 4,450 —

Total operating expenses 226,026 66,248

Loss from operations (323,792) (149,738)

Change in fair value of notes payable, warrant liabilities, and derivative call options 48,675 (12,556)

Change in fair value of related party notes payable, warrant liabilities, and derivative call options (1,627) 253

Loss on settlement of notes payable (100,524) (161,725)

Loss on settlement of related party notes payable (5,128) (14,295)

Interest expense (8,296) (7,895)

Related party interest expense — (8,710)

Net loss on digital assets (529) —

Other income (loss), net 4,692 (1,448)

Loss before income taxes (386,529) (356,114)

Income tax (expense) benefit (63) 267

Net loss $ (386,592) $ (355,847)

AIEV - Revenue

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Revenue $ 536 $ 539 $ (3) (0.6) %

Revenue decrease d by $3 thousand for the year ended December 31, 2025 , compared to the same period in 2024.

Revenue was consistent year over year for the year ended December 31, 2025.

Revenue was essentially flat year over year.

Although vehicle deliveries increased, with four vehicles delivered in 2025 compared to three in 2024, automotive sales revenue did not increase correspondingly.

This decrease was largely offset by higher leasing revenue as the Company expanded its operating lease program.

Higher leasing revenue from the Company’s expanded operating lease program largely offset the decline in automotive sales revenue.

Overall revenue remains limited as the Company continues in a pre-commercial production phase.

Looking ahead, the Company intends to advance the commercialization of the FX Super One as it transits from pre-production and validation activities toward scaled manufacturing and staged deliveries.

Management expects that revenue will remain limited until production and deliveries increase;

however, as the FX Super One moves through its 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 execution of manufacturing, supplier, regulatory, and delivery milestones.

AIEV - Cost of Revenue

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Cost of revenue $ 98,302 $ 84,029 $ 14,273 17.0 %

Cost of revenue increased by $14.3 million for the year ended December 31, 2025, compared to the same period in 2024.

he increase was primarily driven by higher inventory reserves partially offset by lower depreciation expense following the impairment of certain long-lived assets.

During 2025, the Company recorded a net decrease of approximately $17.8 million in inventory reserves as prior-period reserve balances were written off or otherwise adjusted based on updated production plans and inventory utilization.

In addition, depreciation expense allocated to cost of revenue declined by approximately $5.0 million as a result of impairment charges recorded during 2025 under ASC 360.

During 2025, the Company identified impairment triggering events, including the elimination of federal EV tax credits, escalating U.S.–China trade tensions, and the Company’s market capitalization relative to its carrying value.

AIEV - Research and Development

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Research and development $ 16,757 $ 25,227 $ (8,470) (33.6) %

R&D expense decreased by $8.5 million for the year ended December 31, 2025, compared to the same period in 2024.

Throughout 2025, R&D activities primarily supported 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.

Activities under this agreement are expected to facilitate commercial production readiness, with associated costs incurred primarily as development and engineering expenditures.

This initiative is intended to complement the Company’s broader intelligent vehicle strategy and support long-term technology diversification.

AIEV - Settlement of Accrued Research and Development expenses

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Settlement on accrued research and development expenses $ — $ (14,935) $ 14,935 NM*

*NM = not meaningful

A $14.9 million gain from the settlement of previously accrued R&D expenses was recognized for the year ended December 31, 2024, with no comparable gain or loss in comparable year of 2023 .

This gain resulted from a settlement that resolved ongoing disputes over unpaid invoices due to Palantir.

As of the date of settlement, we had accrued approximately $19.9 million of R&D expenses .

Following arbitration, the parties reached a settlement which we agreed to pay Palantir $5.0 million.

During the year ended December 31, 2024, we paid $0.2 million in cash and fulfilled the remaining $4.8 million obligation with the issuance of 1,080,294 shares of Class A Common Stock.

We recognized a gain of $14.9 million , reflecting the difference between the accrued expenses and the final settlement amount paid to Palantir.

Lease Impairment, net

AIEV - Sales and Marketing

Year Ended December 31, Change

(in thousands) 2025 2024 Amount %

Lease impairment, net $ 1,847 $ — $ 1,847 NM*

NM = not meaningful

During the year ended December 31, 2024, we recorded a $1.8 million impairment loss related to lease right-of-use (“ROU”) assets.

This loss resulted from moving out of a leased store facility, a leased research facility, and an administrative facility in China, as we worked with landlords to negotiate the related lease terminations.

We have taken steps to optimize our operational footprint by reducing unnecessary overhead to align with current needs.

These initiatives, including lease terminations and renegotiations, have contributed to a more efficient cost structure and helped reduce ongoing lease obligations.

Loss on disposal of property, plant and equipment