What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-31 compared with 2025-03-31 · 1723 added, 966 removed, 1156 unchanged (70% of the section changed)

5 unchanged sentences

Report of Predecessor Independent Registered Public Accounting Firm (PCAOB Firm ID 324 )

Consolidated Balance Sheets as of December 31, 2024, and 2023

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024, and 2023

Consolidated Statements of Stockholders’ Equity for the years ended f December 31, 2024, and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024, and 2023

Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025, and December 31, 2024

Consolidated Statements of Stockholders ’ Equity for the years ended December 31, 2025 and December 31, 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Faraday Future Intelligent Electric Inc.

To the Board of Directors and

Stockholders of Faraday Future Intelligent Electric Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Faraday Future Intelligent Electric Inc.

and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows, for the year then ended, and the related notes (collectively, the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

We have also audited the adjustments to the 2023 financial statements to retrospectively apply the effects of the 1-for-40 reverse stock split discussed in Notes 1 and 12 and to apply the change in accounting for ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures discussed in Note 1, and the effects of the reclassifications described in Note 1.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2023 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole.

Explanatory Paragraph Regarding Going Concern

We have audited the accompanying balance sheet of Faraday Future Intelligent Electric Inc.

and its subsidiaries (collectively the “Company”) as of December 31, 2025, and the related consolidated statement of operations and comprehensive loss, changes in equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations since inception, has continued net cash outflows from operating activities, and has an accumulated deficit.

This raises substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

As discussed in Note 2 in the financial statements, the Company suffers from recurring losses, has a negative working capital and an accumulated deficit.

These conditions raise substantial doubt about its ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

8 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

/s/ Macias Gini & O’Connell LLP

/s/ HTL International, LLC

We have served as the Company’s auditor since 2025.

Melville, New York

Houston, Texas

March 31, 2026

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Opinion on the Financial Statements

We have audited before the effects of the adjustments to retrospectively apply the effects of the 1-for-40 reverse stock split discussed in Note 1 and to retrospectively apply the change in accounting for ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures described in Note 1 and the effects of the reclassifications described in Note _ 1, the accompanying consolidated balance sheet of Faraday Future Intelligent Electric Inc.

and subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements).

The 2023 financial statements before the effects of the adjustments discussed in Note 1 are not presented herein.

In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the 1-for-40 reverse stock split described in Note 1, and to retrospectively app ly the change in accounting for ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures described in Note 1 present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the effects of the 1-for-40 reverse stock split described in Note 1 and the effects of the reclassifications described in Note _ 1, and to retrospectively apply the change in accounting for ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures described in Note 1 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by Macias Gini & O’Connell LLP.

We have audited the accompanying consolidated balance sheet of Faraday Future Intelligent Electric Inc.

Explanatory Paragraph Regarding Going Concern

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We believe that our audits provide a reasonable basis for our opinion.

/s/ Mazars USA LLP

We served as the Company’s auditor from 2022 to 2024.

/s/ Macias Gini & O’Connell LLP

We served as the Company’s auditor in 2024.

March 31, 2025

PART I - FINANCIAL INFORMATION

Financial Statements

Faraday Future Intelligent Electric Inc.

Consolidated Balance Sheets

Years Ended December 31, 2024 and December 31, 2023

(in thousands, except share and per share data)

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Current assets

Cash $ 7,144 $ 1,898

Cash and cash equivalents $ 34,927 $ 7,144

Restricted cash 27 30

Digital assets 10,250 —

Accounts receivable

Inventory, net 27,486 34,229

Deposits 31,094 31,382

Other current assets 6,127 21,721

Notes receivable, net of allowance for credit losses of $ 4,555 at December 31, 2025

Inventory, net (see Note 4) 3,258 27,486

Deposits (see Note 5) 10,499 31,094

Other current assets (see Note 5) 8,963 6,127

Total current assets 68,524 71,881

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Operating lease right-of-use assets, net 4,950 1,761

Other non-current assets 3,171 4,877

Intangible assets, net 4,639 1,042

Goodwill 25,764 —

Other non-current assets (see Notes 4 and 5) 18,682 2,129

Total assets $ 277,862 $ 425,400

5 unchanged sentences

Warrant liabilities 1,950 28,864

Related party warrant liabilities — 21

Accrued interest — 25

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Operating lease liabilities, current portion 1,443 2,128

Notes payable 4,224 91,150

Notes payable, current portion 4,432 4,224

Related party notes payable 3,507 5,310

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Derivative call options 10,042 29,709

Related party derivative call options 2,504 —

Other liabilities 2,042 1,287

Total liabilities 270,103 310,433

Stockholders’ equity

Commitments and Contingencies (Note 12)

Stockholders equity (deficit)

Class A Common Stock, 0.0001 par value;

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Class B Common Stock, 0.0001 par value;

4,429,688 and 54,688 shares authorized;

6,667 and 6,667 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

Preferred Stock, 0.0001 par value;

4,429,688 shares authorized;

6,667 shares issued and outstanding as of December 31, 2025 and December 31, 2024

Preferred Stock, 0.0001 par value;

5,931,000 and 10,000,000 shares authorized as of December 31, 2025 and December 31, 2024 respectively;

one and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively

Series B Preferred Stock, $ 0.0001 par value;

12,000,000 and zero shares authorized as of December 31, 2025 and December 31, 2024 respectively;

7,184,760 and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

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Accumulated deficit ( 4,705,042 ) ( 4,314,346 )

Total stockholders’ equity 114,967 228,236

Total liabilities and stockholders’ equity $ 425,400 $ 530,539

Total stockholders’ equity (deficit) attributable to the Company ( 27,338 ) 114,967

Noncontrolling interest 35,097 —

Total stockholders' equity (deficit) 7,759 114,967

Total liabilities and stockholders’ equity (deficit) $ 277,862 $ 425,400

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

1 unchanged sentence

Consolidated Statements of Operations and Comprehensive Loss

Years Ended December 31, 2024 and 2023

(in thousands, except share and per share data)

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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

1 unchanged sentence

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 (loss) income, 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 )

Net Loss attributable to noncontrolling interest 6,386 —

Net Loss attributable to Faraday Future Intelligent Electric Inc.

$ ( 390,696 ) $ ( 355,847 )

Per share information (See Note 17):

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Faraday Future Intelligent Electric Inc.

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

Common Stock Additional

Common Stock Preferred Stock Additional

Capital Accumulated

Comprehensive Income (Loss) Accumulated

Deficit Total Stockholder’s

Class A Class B

Shares Amount Shares Amount

Balance as of December 31, 2022 (as restated) 58,682 $ — 6,667 $ — $ 3,724,242 $ 3,505 $ ( 3,526,755 ) $ 200,992

Conversion of notes payable and accrued interest into Class A Common Stock (see Note 7) 625,650 — — — 360,668 — — 360,668

Change in classification of warrants from Additional paid-in capital to liability pursuant to the Warrant Exchange (see Note 7) — — — — ( 6,811 ) — — ( 6,811 )

Reclassification of February 28, 2023 earnout shares liability to equity due to authorized share increase (see Note 11) — — — — 5,014 — — 5,014

Reclassification of February 28, 2023 stock-based awards liability to equity due to authorized share increase (see Note 11) — — — — 8,978 — — 8,978

Reclassification of earnout shares from equity to liability on April 21, 2023 due to insufficient authorized shares (see Note 11) — — — — ( 2,112 ) — — ( 2,112 )

Reclassification of stock-based awards from equity to liability on April 21, 2023 due to insufficient authorized shares (see Note 11) — — — — ( 2,979 ) — — ( 2,979 )

Reclassification of August 25, 2023 earnout shares liability to equity due to authorized share increase — — — — 1,381 — — 1,381

Reclassification of August 25, 2023 stock-based awards liability to equity due to authorized share increase — — — — 2,043 — — 2,043

Issuance of common stock 368,803 — — — 34,492 — — 34,492

Reverse stock split round up share issuances 2,040 — — — — — — —

Deficit Total Stockholders’ Equity (Deficit) Attributable to the Company Noncontrolling Interests Total Stockholder’s

Equity (Deficit)

Class A Class B Series B

Shares Amount Shares Amount Shares Amount

Balance as of December 31, 2024 65,919,127 $ 6 6,667 $ — — $ — $ 4,421,563 $ 7,744 $ ( 4,314,346 ) $ 114,967 $ — $ 114,967

Conversion of notes payable and accrued interest into Class A Common Stock ( Note 8) 124,111,566 13 — — ( 7,536,154 ) — 189,949 — — 189,962 — 189,962

Issuance of preferred stock series B to SPA noteholders — — — — 14,720,914 — — — — — — —

Reclassification of SPA warrants from liability to equity — — — — — — 7,134 — — 7,134 — 7,134

Settlements with issuance of Class A Common Stock (Note 13) 1,320,722 — — — — — 1,833 — — 1,833 — 1,833

Issuance of equity-classified warrants — — — — — — 1 — — 1 — 1

Related party debt restructuring — — — — — — 3,767 — — 3,767 — 3,767

Cancellation of warrants — — — — — — 27,407 — — 27,407 — 27,407

Stock-based compensation — — — — — — 447 — — 447 — 447

Exercise of warrants 7,516,026 2 — — — — 21,691 — — 21,693 — 21,693

Exercise of stock options 6 — — — 44 — — 44

Sell-to-cover tax withholding on equity awards 12,069 — — — — — — — — — — —

Issuance of shares for RSU vesting net of tax withholdings 251,217 — — — — — 74 — — 74 — 74

Cancellations ( 26 ) — — — — — — —

Foreign currency translation adjustment — — — — — — — ( 3,927 ) — ( 3,927 ) — ( 3,927 )

Net loss — — — — — — — — ( 390,696 ) ( 390,696 ) ( 6,386 ) ( 397,082 )

Noncontrolling interest - business combination — — — — — — — — — — 31,584 31,584

Noncontrolling interest - capital contribution — — — — — — — — — — 9,899 9,899

Balance as of December 31, 2025 199,130,727 $ 21 6,667 $ — 7,184,760 $ — $ 4,673,866 $ 3,817 $ ( 4,705,042 ) $ ( 27,338 ) $ 35,097 $ 7,759

1 unchanged sentence

Faraday Faraday Future Intelligent Electric Inc.

Consolidated Statements of Stockholders’ Equity — (Continued)

Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

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Depreciation and amortization expense 64,807 71,442

Amortization of operating lease right-of-use assets and intangible assets 2,588 2,992

Amortization of operating lease right-of-use assets 3,032 2,588

Non-cash interest expense 4,870 1,929

Loss (gain) on digital assets, net 4,117 —

Loss (gain) on disposal of property and equipment, net 2,459 1,667

Asset impairment 137,435 1,847

Goodwill impairment 4,450 —

Stock-based compensation 3,150 8,382

Reserve on inventory 17,829 476

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

Loss from failed sale leaseback arrangement — 5,173

Loss on lease impairment 1,847 —

Credit loss expense 4,294 —

Accrued interest on short-term note receivable ( 189 ) —

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

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

Gain on foreign exchange — ( 2,068 )

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

Change in fair value of notes payable, warrant liabilities, and derivative call options 15,058 ( 90,518 )

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

Other 963 1,075

settlement adjustment ( 295 ) —

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

Change in fair value of notes payable, warrant liabilities, and derivative liabilities ( 49,093 ) 15,058

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

Changes in operating assets and liabilities

Deposits ( 706 ) 14,337

Accounts receivables ( 257 ) —

Inventory 706 6,267

Other current and non-current assets 16,907 ( 2,884 )

Deposits ( 376 ) ( 706 )

Accounts payable ( 15,843 ) ( 8,804 )

Accrued expenses and other current and non-current liabilities ( 1,573 ) ( 42,481 )

Accrued interest expense — 588

Accrued related party interest expense 8,710 —

Financial obligations on lease back transaction 2,876 —

Accrued expenses and other current liabilities 4,069 16,907

Related party accrued expenses and other current and non-current liabilities 1,667 ( 1,573 )

Related party accrued interest expense — 8,710

Operating lease liabilities ( 3,572 ) —

Financing lease liabilities — 2,876

Other current and non-current assets ( 1,088 ) ( 3,200 )

Net cash used in operating activities ( 107,576 ) ( 70,186 )

Cash flows from investing activities

Proceeds from the sale of equipment 198 —

Acquisition of AIXC, net of cash acquired ( 1,121 ) —

Proceeds from sale of equipment 32 198

Purchase of digital assets ( 27,000 ) —

Sale of digital assets 12,632 —

Payments for property and equipment ( 7,644 ) ( 7,580 )

Purchase of short-term note receivable ( 100 ) —

Additions to intangible assets ( 256 ) —

Net cash used in investing activities ( 23,457 ) ( 7,382 )

Cash flows from financing activities

Proceeds from notes payable, net of original issuance discount 68,111 210,450

Payments of notes payable and other financing obligations ( 428 ) —

Proceeds from AIXC follow-on capital contribution, net of issuance costs 9,899 —

Payments of notes payable issuance costs ( 2,540 ) ( 2,087 )

Proceeds from related party notes payable 3,075 21,008

Payments of related party notes payable issuance costs ( 4,017 ) —

Payments of notes payable and other financing obligations ( 4,932 ) ( 428 )

Capital contributions — 250

Proceeds from notes payable, net of original issuance discount 151,739 68,111

Proceeds from related party notes payable, net of original issuance discount 4,731 3,075

Proceeds from other financial obligations 5,081 11,812

Payments of finance lease obligations — ( 1,016 )

Proceeds from exercise of stock options — 44

Proceeds from exercise of warrants 1,441 —

Proceeds from issuance of Class A Common Stock — 34,492

Net cash (used in) provided by financing activities 80,733 291,446

Net cash provided by financing activities

161,402 80,733

Effect of exchange rate changes on cash and restricted cash ( 2,589 ) ( 16 )

Net (decrease) increase in cash and restricted cash 3,149 ( 14,489 )

Cash and restricted cash, beginning of period 4,025 18,514

Cash and restricted cash, end of period $ 7,174 $ 4,025

Faraday Future Intelligent Electric Inc.

1 unchanged sentence

(in thousands)

The following table provides a reconciliation of cash and restricted cash reported within the Consolidated Balance Sheets

that aggregate to the total of the same such amounts shown in the Consolidated Statements of Cash Flows:

Net increase in cash and restricted cash 27,780 3,149

Cash and restricted cash, beginning of period 7,174 4,025

Cash and restricted cash, end of period $ 34,954 $ 7,174

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

Cash and restricted cash

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Cash paid for interest $ 6,180 $ 4,865

Cash paid for income taxes $ 14 $ —

Supplemental disclosure of noncash investing and financing activities

Reclass of warrants from liability to equity $ 7,134 $ —

Conversion of notes payable and accrued interest into Class A Common Stock $ 84,310 $ 67,113

Issuance of warrants and related party warrants with the SPA Portfolio Notes $ 49,364 $ 34,440

Settlement of vendor liability in Class A Common Stock $ 1,833 $ —

Non-cash warrant exercise activity and fair value reclassifications to equity $ 20,251 $ —

Additions of property and equipment included in accounts payable and accrued expenses $ 40,002 $ 44,540

Write off of a finance lease pursuant to lease back transaction $ — $ 6,917

Obtaining right-of-use asset in exchange for operating lease liabilities $ 30 $ —

Issuance of Class A Common Stock under the Salary Deduction and Stock Purchase Agreements $ 102 $ —

Shares withheld for RSU tax obligations $ — $ 10

Issuance of Exchange Note $ — $ 16,500

Conversion of notes payable, related party notes payable and accrued interest into Class A Common Stock $ 67,113 $ 123,460

Conversion of related party notes payable and related party accrued interest into Class A Common Stock $ — $ 12,662

Reclassification of August 25, 2023 stock-based awards liability to equity due to authorized share increase $ — $ 2,043

Reclassification of stock-based awards from equity to liability on April 21, 2023 due to insufficient authorized shares $ — $ 2,979

Reclassification of February 28, 2023 stock-based awards liability to equity due to authorized share increase $ — $ 8,978

Issuance of warrants with the SPA Portfolio Notes $ 34,440 $ 34,269

Reduction in warrants pursuant to the Exchange Agreement $ — $ 16,506

Reclassification of warrants from equity to liability $ — $ 6,811

Reclassification of August 25, 2023 earnout shares liability to equity due to authorized share increase $ — $ 1,381

Reclassification of earnout shares from equity to liability on April 21, 2023 due to insufficient authorized shares $ — $ 2,112

Reclassification of February 28, 2023 earnout shares liability to equity due to authorized share increase $ — $ 5,014

Purchase of Class A Common Stock under the Salary Deduction and Stock Purchase Agreements $ — $ 102

De-recognition of right-of-use assets and lease liabilities due to lease modifications $ — $ 3,394

Cancellation of warrants $ 27,407 $ —

Obtaining right-of-use asset in exchange for operating lease liabilities 6,206 30

Supplemental disclosure of noncash operating activities

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Nature of Business and Organization

Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “FFIE,” “FFAI,” “Faraday” “we,” “us,” and “our” mean Faraday Future Intelligent Electric Inc.

Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “FFIE,” “FFAI,” “Faraday”, “FF”, “we,” “us,” and “our” mean Faraday Future Intelligent Electric Inc.

and its wholly-owned subsidiaries, and controlled and managed entities.

1 unchanged sentence

Figueroa Street, Gardena, CA 90248.

The Company operates in a single operating segment and designs and engineers next-generation, intelligent, electric vehicles.

The Company manufactures its vehicles at its production facility in Hanford, California, known as “FF ieFactory California” and has additional engineering, sales, and operations capabilities in China.

We have two operating segments—AI Electric Vehicle (“AIEV”), and digital assets — and both segment meet the criteria of reportable segment under ASC 280 for the year ended December 31, 2025.

(For further information, see Note 18, Segments ).

The Company designs and engineers next-generation intelligent electric vehicles, manufactures its vehicles at its production facility in Hanford, California, known as “FF aiFactory California,” and maintains additional engineering, sales, and operational capabilities in China and the United Arab Emirates (“U.A.E.”) to support its global expansion and regional market strategy.

The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform.

Principles of Consolidation

The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the U.S.

(“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries and all other entities in which the Company has a controlling financial interest, including the accounts of any variable interest entity, in which the Company has a controlling financial interest and for which it is the primary beneficiary in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”).

All intercompany transactions and balances have been eliminated upon consolidation.

The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company, its wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest.

This includes any variable interest entities (“VIEs”) for which the Company is the primary beneficiary, in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”).

All intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation

Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with GAAP and in accordance with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”) requires management to make estimates and assumptions which affect the reported amounts in the Consolidated Financial Statements.

Use of Estimates and Judgments

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

Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances.

On an ongoing basis management evaluates its estimates, including those related to the:

(i) recognition and disclosure of contingent liabilities, including litigation reserves;

(ii) fair value of related party notes payable and notes payable;

(iii) calculations for evaluating potential long-term asset impairment;

and (iv) valuation of warrants and other derivative instruments.

On an ongoing basis management evaluates its estimates, including those related to the long-lived asset impairment calculations.

Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs.

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Given the global economic climate, estimates are subject to additional volatility.

As of the date the Company’s Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or to revise the carrying value of its assets or liabilities.

As of the date of filing the Company’s Consolidated Financial Statements on this Form 10-K with the SEC for the period ended December 31, 2025, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or to revise the carrying value of its assets or liabilities.

However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s Consolidated Financial Statements in future periods.

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Foreign Currency

The Company determines the functional and reporting currency of each of its international subsidiaries based on the primary currency in which they operate.

The functional currency of the Company’s foreign subsidiaries in China is their local currency, Chinese Yuan (“CNY”).

For foreign subsidiaries where the functional currency is their local currency, assets and liabilities are translated into U.S.

Dollars at exchange rates in effect at the balance sheet date, stockholders’ equity (deficit) is translated at the applicable historical exchange rate, and expenses are translated using the average exchange rates during the period.

The effect of exchange rate changes resulting from the translation of the foreign subsidiary financial statements is accounted for as a component of accumulated other comprehensive income in the Consolidated Balance Sheets.

The Company determines the functional and reporting currency of each of its international subsidiaries based on the primary currency of the economic environment in which each subsidiary operates.

The functional currency of the Company’s foreign subsidiaries is their respective local currency, which in China and the United Arab Emirates (“U.A.E.”) is the Chinese Yuan (“CNY”) and the U.A.E.

Dirham (“AED”), respectively.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

For foreign subsidiaries where the functional currency is their local currency, assets and liabilities are translated into U.S.

Concentration of Risk

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The Company maintains its cash and restricted cash with major financial institutions.

At times, cash and restricted cash account balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits ($ 250 thousand per depositor per institution) and China Deposit Insurance Regulations limits (CNY ¥ 500 thousand per depositor per institution).

Management believes the financial institutions that hold the Company’s cash and restricted cash are financially sound and, accordingly, minimal credit risk exists with respect to cash and restricted cash.

deposit insurance framework (AED 100 thousand per depositor per institution), where applicable.

Management believes the financial institutions holding the Company’s cash and restricted cash are financially sound;

accordingly, credit risk related to these balances is considered minimal.

Cash and restricted cash held by the Company’s non-U.S.

subsidiaries is subject to foreign currency fluctuations against the U.S.

If, however, the U.S.

Dollar is devalued significantly against the Chinese Yuan, the Company’s cost to develop its business in China could exceed original estimates.

The Company receives certain components from sole suppliers.

The inability of a supplier to fulfill the Company’s supply requirements could materially impact future operating results.

subsidiaries are subject to foreign currency fluctuations relative to the U.S.

dollar were to weaken significantly against the Chinese Yuan or the U.A.E.

Dirham, the Company’s costs to develop its businesses in China and the U.A.E.

could exceed original estimates.

The Company sources certain components from sole suppliers.

Due to the Company's pre-commercial production status, the volume of business transacted with these suppliers is not material.

However, as the Company advances its product pipeline toward production, its reliance on sole-source suppliers could materially impact its ability to scale productions and future operating results.

Fair Value Measurements

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A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The fair value hierarchy is as follows:

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Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

ASC 825-10, Financial Instruments , allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”).

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The Company did not separately report interest expense attributable to the notes payable accounted for pursuant to the fair value option in the Consolidated Statements of Operations and Comprehensive Loss because such interest was included in the determination of the fair value of the notes payable and changes thereto.

Reverse Stock Splits and Recasting of Per-Share Amounts

On August 22, 2023, the Company's Board of Directors (the “Board”) approved the implementation of a 1-for-80 reverse stock split (the “Reverse Stock Split”) of the Common Stock and set the number of authorized shares of Common Stock to 3,860,938 (which is 308,875,000 divided by 80).

The Reverse Stock Split was effected after market close on August 25, 2023, and shares of the Class A Common Stock and publicly traded warrants (the “Public Warrants”) began trading on a split-adjusted basis as of market open on August 28, 2023.

As approved by the Company’s stockholders at a special meeting held on February 5, 2024, the Company filed an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, with the office of the Secretary of the State of Delaware to effect an increase in the number of authorized shares of Common Stock from 3,860,938 to 34,748,438 .

On February 23, 2024, the Board approved the implementation of a 1-for-3 reverse stock split (the “Second Reverse Stock Split”) of the Common Stock and set the number of authorized shares of Common Stock to 11,582,813 (which is 34,748,438 divided by 3).

The Second Reverse Stock Split was effected after market close on March 1, 2024, and shares of the Class A Common Stock par value $ 0.0001 per share and the Public Warrants began trading on a split-adjusted basis as of market open on July 31, 2024.

On August 4, 2024, the Board approved the implementation of a 1-for-40 reverse stock split (the “Third Reverse Stock Split”) of the Common Stock and set the number of authorized shares of Common Stock to 104,245,313 .

The Third Reverse Stock Split was effected after market close on August 16, 2024, and shares of the Class A Common Stock par value $ 0.0001 per share and the Public Warrants began trading on a split-adjusted basis as of market open on August 19, 2024.

All shares of Common Stock, Public Warrants, stock-based compensation awards, earnout shares and per share amounts contained in the Consolidated Financial Statements and accompanying notes have been retroactively adjusted to reflect the Reverse Stock Split, Second Reverse Stock Split and the Third Reverse Stock Split.

In addition, proportionate adjustments were made to the number of shares of Class A Common Stock issuable upon exercise or conversion of the Company’s outstanding convertible debt securities and warrants, as well as the applicable exercise or conversion prices.

See Note 12, Stockholders’ Equity , and Note 13, Stock-Based Compensation , for further discussion regarding the Reverse Stock Split, the Second Reverse Stock Split, and the Third Reverse Stock Split.

The Company operates in one operating segment and one reportable segment.

T he Company’s Global CEO and Chief Product and User Ecosystem Officer, acting jointly serving as co-Chief Operating Decision Makers (“CODMs”), regularly evaluate the Company’s financial performance using consolidated financial information at the total-company level.

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

For 2024, the Company adopted 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.

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.

The Company defines “significant segment expense” as controllable operating costs that are regularly provided to and reviewed by management, which include the expenses presented in the Consolidated Statements of Operations and Comprehensive Loss as Cost of revenue, Research and development, Sales and marketing, and General and administrative.

Variable Interest Entity

In accordance with ASC Topic 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether those entities are variable interest entities (“VIEs”).

For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

AIxCrypto Holdings, Inc.

(formerly known as Qualigen Therapeutics Inc.)

On September 29, 2025, the Company entered into a lead investor subscription agreement with AIxCrypto Holdings, Inc.

(“AIXC”) (then known as Qualigen Therapeutics, Inc.).

Under the agreement, the Company acquired common and preferred equity interests in AIXC.

Despite only holding approximately 7.9 % of AIXC’s outstanding voting shares as of the acquisition date (i.e., September 29, 2025) , the Company obtained participating rights over governance and operating decisions, including the appointment of a Co-Chief Executive Officer and the Chief Financial Officer of AIXC, each of whom is also an employee or officer of the Company, as well as discretion over all digital-asset and cash management decisions.

The Company concluded that on the acquisition date, AIXC was a VIE.

Based on FF’s participating rights over governance and operating decisions, the Company determined that it had the power to direct the activities that most significantly impact AIXC’s economic performance and was therefore the primary beneficiary of AIXC.

The Company consolidated AIXC beginning on September 29, 2025 pursuant to the VIE provisions of ASC 810.

On November 12, 2025, AIXC held its annual special meeting of stockholders, at which stockholder approval was obtained for the conversion of the Series B Convertible Preferred Stock into additional voting common shares pursuant to applicable Nasdaq listing rules.

As a result, the Company’s share of voting common stock increased to approximately 57.5 % on an as-converted basis.

Additionally, subsequent to the stockholder approval the Company was granted the ability to nominate a controlling percentage of AIXC’s board of directors.

The Company reconsidered its determination that AIXC was a VIE and noted that subsequent to stockholder approval AIXC remained a VIE.

The Company’s participating rights over governance and operating decisions remained in effect, and the Company continued to conclude that it had the power to direct the activities that

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

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 Company’s business leaders to establish critical operational targets, set project timelines, and adjust spending plans.

These leaders are responsible for implementing its strategic plans and revising targets and deadlines based on continuous internal communications and review meetings, thereby ensuring that any deviations from target spending or project timelines are promptly addressed.

This rigorous oversight supports the Company’s 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 Company’s recurring and controllable operating costs .

By segregating these “Other Segment Items” from “loss from operations,” the Company provides 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 CODMs’ decision-making or resource allocation processes and thus are not separately disclosed.

Reclassifications

In 2024, the Company reclassified $ 237.1 million of Loss on extinguishment of related party notes payable and notes payable into separate line items on the Consolidated Statements of Cash Flows to enhance financial reporting clarity.

As a result, f or the year ended December 31, 2023, this amount was reclassified as $ 217.0 million in Loss on settlement of notes payable and $ 20.0 million in Loss on settlement of related party notes payable.

In 2024, the Company reclassified $ 0.4 million from Loss (gain) on forgiveness of accounts payable and deposits, net to Other within the Consolidated Statements of Cash Flows for the year ended December 31, 2023.

This reclassification increased the Other line item total from $ 0.7 million to $ 1.1 million in 2023.

These reclassifications on the Consolidated Statements of Cash Flows had no impact on the Company's net cash provided by operating activities, investing activities, or financing activities.

The previously reported 2023 amounts have been adjusted to conform to the 2024 presentation.

Also in 2024, the Company reclassified $ 7.3 million of 2023 amounts from Accrued expenses and other current liabilities into Related party accrued expenses and other current liabilities to separately present the related party component within accrued expenses on the Consolidated Balance Sheets.

most significantly impact AIXC’s economic performance.

In addition, while the Company’s ownership increased to approximately 57.5 %, on an as-converted basis, the Company’s exercisable voting interest remained subject to applicable ownership limitations as of December 31, 2025.

Accordingly, the Company concluded that it remained the primary beneficiary of AIXC and continued to consolidate AIXC pursuant to the VIE provisions of ASC 810.

The assets and liabilities of AIXC are included in the Company’s Consolidated Financial Statements at their acquisition date fair values.

Additional information regarding the initial measurement and accounting for the consolidation of AIXC, including the recognition of acquired intangible assets and the noncontrolling interest, is presented in Note 3, Business Acquisition.

AIXC effected a name change to AIxCrypto Holdings, Inc.on November 14, 2025.

Summarized financial information of AIXC included in the Company’s consolidated financial statements as of December 31, 2025 and for the three months then ended is presented below.

Condensed Balance Sheet

December 31, 2025

(in thousands)

Cash and cash equivalents .

Digital assets .

Other current assets 1,372

Total current assets .

Intangible assets and other assets .

Total assets $ 31,280

Accounts payable and accrued liabilities $ 3,045

Warrant liabilities and convertible debt 284

Total liabilities 3,329

Total stockholders’ equity (deficit) 27,951

Total liabilities and stockholders’ equity (deficit) $ 31,280

Condensed Statement of Operations

Three Months Ended December 31, 2025

(in thousands)

Operating expenses $ 7,364

Other expense, net $ 3,233

Net loss $ ( 10,596 )

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Condensed Statement of Cash Flows

Three Months Ended December 31, 2025

(in thousands)

Net cash used in operating activities $ ( 2,122 )

Net cash used in investing activities $ ( 15,881 )

Net cash used in financing activities $ ( 3,250 )

GlobeX Al Hong Kong Holding Limited (formerly Faraday X AIEV Hong Kong Holding Limited)

GlobeX Al Hong Kong Holding Limited (“GXHK”) is a company incorporated under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

On October 23, 2025, Faraday X AIEV Hong Kong Holding Limited (“FXHK”) completed a legal name change to GlobeX Al Hong Kong Holding Limited

As a subsidiary, GXHK is responsible for executing the FX strategy and driving the success of the FX brand.

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

The Company continues to hold the remaining 40 % of the issued shares of GXHK.

The Company consolidates GXHK pursuant to the VIE provisions of ASC 810.

GXHK was established with nominal capital and is dependent on the Company to support its activities to develop, market, and sell the Company's FX brand.

GXHK carries nominal assets and liabilities on its balance sheet, which primarily consists of Cash, Deposits, and Intercompany payables.

The Company is the primary beneficiary of GXHK because it has the power to direct the activities that most significantly impact GXHK's economic performance.

Through various agreements executed with Mr.

Ma, along with Mr.

Ma's status as an employee of the Company, the Company is able to exercise sole control over stockholder decisions and maintains the unilateral right to remove Mr.

Ma from his position as the majority stockholder.

The Company is entitled to substantially all of the benefits and bears all of the risks associated with GXHK through a combination of equity ownership and contractual arrangements.

The assets and liabilities of GXHK are carried at their historical cost in the Company's consolidated balance sheets as the Company has had control over GXHK since its inception.

The assets of GXHK may only be used to settle obligations of GXHK, and the liabilities of GXHK do not have recourse to the general credit of the Company, except to the extent the Company has explicitly provided support.

The amounts attributable to GXHK in the accompanying consolidated balance sheets, statements of operations and comprehensive loss, and statements of cash flows were insignificant to the Company’s consolidated financial statements for all periods presented.

Grow Fandor Inc

Grow Fandor Inc.

(“Grow Fandor”) was founded by Mr.

Jiawei Wang and Mr.

Yueting Jia and other partners on May 28, 2024.

Additional partners included current employees of FF and all founding members were granted equity in Grow Fandor.

Grow Fandor is an IP commercializing company that leverages a business IP matrix of top entrepreneurs and celebrities to transform content and commerce across industries.

Subsequently, Grow Fandor raised $ 1.0 million to capitalize the entity from parties that are existing FF investors.

On October 9, 2024, Mr.

YT Jia donated 15 million shares of Grow Fandor common stock to FF.

As a result of the donation FF has a 10 % ownership interest in Grow Fandor.

On October 29, 2024, the Company entered into a Trademark License Agreement (the “License Agreement”) with Grow Fandor.

This agreement grants Grow Fandor the right to use the Company’s trademarks with its products.

The equity interest and the License Agreement held by the Company represent variable interests.

Grow Fandor is a VIE, as it lacks sufficient equity to finance its activities.

However, FF does not have the power to direct the activities of Grow Fandor and therefore is not the primary beneficiary.

Accordingly, the Company does not consolidate Grow Fandor, and Grow Fandor’s assets, liabilities, and results of operations are not included in the Company’s consolidated financial statements.

Significant transactions between the Company and Grow Fandor are disclosed in Note 9, Related Party Transactions .

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The carrying value of the Company’s investment in Grow Fandor, the amounts recognized from transactions with Grow Fandor, and any related cash flows were insignificant to the Company’s consolidated financial statements for all periods presented

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

Through August 12, 2025, t he Company’s 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 the Company’s sole CODM for purposes of ASC 280.

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 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.

The Company defines “significant segment expense” as controllable operating costs that are regularly provided to and reviewed by management.

Refer to Note 18 for further detail on the components of “loss from operations.”

The CODM, works in close collaboration with the Company’s business leaders to establish critical operational targets, sets project timelines, and adjusts spending plans.

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

During the third quarter of 2025, the Company consolidated AIXC.

The acquisition closed on September 29, 2025, and AIXC’s results were included in the Company’s consolidated financial statements for the final two days of the quarter.

The Company uses AIXC as the platform for future crypto-related initiatives;

however, no crypto operations were active during the quarter, and the Company liquidated its crypto holdings to fund the AIXC transaction.

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

Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of 90 days or less from the date of purchase to be cash equivalents.

The Company holds cash balances and does not have any instruments classified as cash equivalents as of the reporting dates presented.

The Company considers all highly liquid investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents.

As of December 31, 2025, the Company held $ 19.0 million in cash and $ 16.0 million cash balance in cash equivalent.

Digital Assets

In December 2023, FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets.

When crypto assets do not meet the definition of cash, cash equivalent, financial assets or inventory, ASU 2023-08 requires certain crypto assets to be measured periodically at fair value and presented as a separate long-lived intangible asset on the balance sheet, unless the Company’s intention is dispose of them within less than a year, with gains and losses from changes in the fair value and disposition of digital assets reported in the Company’s Consolidated Statement of Operations and Comprehensive Loss each reporting period.

The Company determines the fair value of its digital assets based on quoted prices in active markets for identical assets (Level 1 inputs).

Accordingly, the Company classifies its digital assets within Level 1 of the fair value hierarchy under ASC 820, Fair Value Measurement.

The Company utilizes pricing information provided by the principal market, which is based on observable market prices from active trading exchanges.

The Company measures digital assets at fair value as of UTC+0:00 on the final day of each reporting period.

The Company does not currently recognize revenue from contracts with customers related to digital assets.

Cash flows arising from purchases and sales of digital assets are presented as investing activities in the Company’s Consolidated Statements of Cash Flows.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The table below summarizes the units held, cost basis, and fair value of outstanding coins as of December 31, 2025 (amounts shown in thousands, except for units held, which are presented in whole numbers):

Digital Assets

Units Held Cost Basis Fair Value

Cardano ADA (ADA) 238,136 $ 150 $ 84

Native BNB (BSC) 1,454 1,516 1,251

Bitcoin (BTC) 51 5,495 4,535

Dogecoin (DOGE) 2,292,863 438 282

Ethereum (ETH) 685 2,573 2,033

ChainLink (LINK) 21,560 382 268

Solana (SOL) 7,399 1,358 924

Tron (TRX) 590,372 186 169

USD Tether (USDT) 1,856 2 2

Ripple (XRP) 374,454 912 702

$ 13,012 $ 10,250

Digital Asset Activity

The following table summarizes digital asset activity for the period indicated, including cost basis of purchases, fair value at the time of sale, net losses recognized (realized or unrealized), and the fair value of outstanding digital assets as of December 31, 2025.

Balance as of December 31, 2024 $ —

Purchases 27,000

Sales ( 12,593 )

Net (loss) gain on digital assets ( 4,117 )

Balance as of December 31, 2025 $ 10,250

Short-term notes receivable

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

The Company, through its acquisition of AIXC, holds short-term notes receivable from Marizyme, Inc.

(“Marizyme”) arising from cash advances made by AIXC to Marizyme prior to the Company’s acquisition of AIXC.

These notes bear interest at 18% per annum, are payable on demand, and may be prepaid at any time without penalty.

Because AIXC has limited loss history for similar exposures, expected credit losses are estimated using a probability-weighted model that considers multiple settlement scenarios, including potential recovery through acquisition, liquidation, or other realizations of the debtor’s assets.

The resulting allowance for expected credit losses reflects an assessment of Marizyme’s financial condition, estimated recoverable amounts, and the likelihood of each outcome.

The allowance is reassessed each reporting period and updated as new information becomes available.

As of December 31, 2025, the estimate for expected credit losses on the Marizyme Notes is $ 4.6 million.

Given the inherently uncertain nature of the debtor’s financial condition and future outcomes, actual credit losses may differ materially from this estimate.

The Company will continue to monitor relevant events and conditions and update its assumptions and allowance as necessary.

Inventory is stated at the lower of cost or net realizable value and consists of raw materials, work in progress, and finished goods.

The Company primarily computes cost using standard cost, which approximates cost on the first-in, first-out basis.

The Company primarily computes cost using standard cost, which approximates cost on the first-in, first-out

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Net realizable value is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

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

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

Inventory that is not expected to be realized or used within twelve months or the operating cycle is classified as a non-current asset within Other non-current assets on the Consolidated Balance Sheets.

This includes, for example, spare parts, service parts, or production parts held for future models or to fulfill warranty obligations on discontinued products

Property, Plant and Equipment, Net

Property, plant and equipment are stated at cost less accumulated depreciation and amortization.

Property, plant and equipment, including land are stated at cost less accumulated depreciation and amortization.

Land is not depreciated.

Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance and repairs, which do not extend the assets lives, are charged to operating expense as incurred.

Upon sale or disposition, the cost and related accumulated depreciation or amortization are removed from the Consolidated Balance Sheets and any gain or loss is included in the Consolidated Statements of Operations and Comprehensive Loss.

Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and for leasehold improvements, over the term of the lease, if shorter.

Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and for building improvements, over the term of the lease, if shorter.

Building improvements 15

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Computer software 3

Leasehold improvements Shorter of 15 years or

term of the lease

Construction in process (“CIP”) consists of the construction activities related to the FF ieFactory California production facility in plant and tooling, machinery and equipment being built to serve the manufacturing of production vehicles.

Leasehold improvements Shorter of asset useful life or term of the lease

Construction in process (“CIP”) consists of the construction activities related to the FF aiFactory California production facility in plant and tooling, machinery and equipment being built to serve the manufacturing of production vehicles.

These assets are depreciated once put into service.

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CIP is presented within Property, Plant, and Equipment, Net in the Consolidated Balance Sheets.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, consisting primarily of property and equipment and right-of-use assets (“ROU”), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset groups) may not be recoverable.

Impairment of Long-Lived Assets and Deposits

The Company reviews its long-lived assets, consisting primarily of property, plant, and equipment, deposits and right-of-use assets (“ROU”), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset groups) may not be recoverable.

The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

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Assets classified as held for sale are also assessed for impairment and such amounts are determined at the lower of the carrying amount or fair value, less costs to sell the asset.

During 2024, the Company recorded an impairment charge related to its right-of-use assets.

The Company’s long-lived assets have been evaluated for impairment on a quarterly basis due to the Company’s low market capitalization when compared with the carrying value of its long-lived assets.

Additionally, in July 2025, the One, Big, Beautiful Bill Act (“Act”) was signed into law, eliminating federal tax credits for electric vehicles effective September 30,

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

This policy change, combined with escalating U.S.-China trade tensions and potential restrictions on critical materials, created significant macroeconomic uncertainty and cost pressures.

Management determined these developments, in addition to the Company’s low market-capitalization compared with the carrying value of our fixed assets, constituted triggering events under ASC 360 and performed an impairment assessment of long-lived assets during the year ended December 31, 2025.

The Company noted through the performance of the recoverability test and the calculation of the fair value of the long-lived assets, as prescribed in ASC 360, Property, Plant and Equipment, that certain of its long-lived assets were impaired.

Fair value was determined based on a combination of income, sales comparison and market approaches, with valuation categories assigned to asset classes based on similar characteristics.

The Company recorded an impairment charge of $ 128.9 million for the year ended December 31, 2025, related to its long-lived assets equipment located at vendor sites and at the Company’s FF aiFactory California production facility in Hanford, California, that are no longer fully supported under updated operational plans and near-term production forecasts, as the Company shifts focus from FF 91 program activities to the planned FF 92 upgrade program and to reorganization and retooling in preparation for the commercial production of the FX Super One.

See Note 6, Property, Plant, and Equipment, Net for further details.

Additionally, the Company recorded impairments related to deposits the Company paid for future goods and services of $ 8.5 million for the year ended December 31, 2025.

No impairments were recognized for the year ended December 31, 2024.

See Note 5, Deposits and Other Current Assets.

Further, during the year ended December 31, 2024, the Company recorded a gross impairment of approximately $ 8.8 million related to certain right-of-use (“ROU”) lease assets associated with facility exits.

The write-down of the ROU assets was partially offset by a remeasurement of the related lease liabilities, resulting in a net impairment charge of approximately $ 1.8 million recognized in the Consolidated Statements of Operations.

See Note 11, Leases, for further details.

No other impairment charges for long-lived assets were recorded during the years ended December 31, 2024, and 2023.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income (loss) consists solely of foreign currency translation adjustments resulting from translating the financial statements of the Company’s foreign subsidiaries into U.S.

These translation adjustments occur due to fluctuations in exchange rates between the subsidiaries' local currencies, primarily the Chinese Yuan .

There were no lease impairments for the year ended December 31, 2025.

Software Capitalization

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

In accordance with the guidance in ASC 350-40, the Company will capitalize costs incurred in connection with the development of the Company’s product offerings during the application development stage.

Costs incurred during the preliminary project and post-implementation stages are expensed as incurred.

Costs incurred in connection with maintenance activities, including training or bug fixes are also expensed as incurred.

The Company stops capitalizing qualifying costs once development activities are completed and the project is ready for its intended use.

Capitalized software costs will be amortized on a straight-line basis over a 36-month useful life beginning on the date when the product is ready for its intended use.

Management will subsequently test the capitalized software costs for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360.

Goodwill and Indefinite-lived Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination.

The Company tests goodwill for impairment at the reporting unit level at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value.

The Company acquired goodwill in connection with its acquisition of AIXC and assigned all of the associated goodwill to its AIXC reporting unit.

The Company tests goodwill for impairment annually as of October 1, or between annual tests if an event occurs or circumstances change that would indicate that the carrying amount may be impaired.

On December 31, 2025, as a result of the decline in the stock price of AIXC subsequent to acquisition, the Company performed a quantitative goodwill impairment assessment for the AIXC reporting unit.

The impairment test compared the estimated fair value of the reporting unit to its carrying amount, including goodwill.

The fair value of the AIXC reporting unit was determined primarily using a market-based approach that relied upon observable market data, including AIXC’s fully diluted market capitalization as of the testing date.

Given AIXC’s development-stage profile, no incremental control benefits were identified;

therefore, the market capitalization was considered a reasonable proxy for the fair value of 100 % of the equity.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Based on the quantitative assessment, the Company concluded that the carrying amount of the AIXC reporting unit exceeded its estimated fair value.

Accordingly, the Company recorded a goodwill impairment charge of $ 4.5 million for the year ended December 31, 2025 of which $ 2.6 million was allocated to the Company and $ 1.9 million to noncontrolling interest.

The impairment charge is included in Impairment of goodwill in the Consolidated Statements of Operations.

No goodwill impairment was recognized for the year ended December 31, 2024, as the Company did not have a goodwill balance prior to the AIXC acquisition.

Indefinite-lived Intangible Assets

The Company’s in-process research and development (“IPR&D”) acquired in connection with the acquisition of AIXC was recorded at its acquisition-date fair value, which represents its initial cost basis.

The Company will continue to carry this asset at that amount until completion or abandonment of the associated R&D project, at which time an appropriate useful life will be determined.

The Company did not recognize any impairment of its IPR&D for the year ended December 31, 2025.

Business Combination

The Company accounts for business combinations in accordance with ASC 805, Business Combinations, which requires management to use significant judgment in determining the fair value of assets acquired and liabilities assumed and in evaluating whether an acquired set meets the definition of a business.

See Note 3 – Business Acquisition to the consolidated financial statements for further information.

Noncontrolling Interest

Where our ownership interest is less than 100%, but greater than 50%, the noncontrolling ownership interest is reported on our Consolidated Balance Sheets.

Non-controlling interest represents the portion of the net assets of a subsidiaries attributable to interests that are not owned by the Company.

The non-controlling interest is presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company.

Non-controlling interest’s operating result is presented on the face of the consolidated statements of income and comprehensive income (loss) as an allocation of the total income for the year between non-controlling shareholders and the shareholders of the Company.

Revenue Recognition

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Automotive sales $ 166 $ 495

Automotive leasing 44 13

Automotive leasing - Sales type 250 44

Automotive leasing - Operating type 120 —

Automotive Sales Revenue

The Company began the production of its first vehicle the FF 91 Futurist (the “FF 91,” “FF 91 Futurist”, or “FF 91 2.0 Futurist Alliance”) in March 2023 and started making deliveries to customers in August 2023.

The Company recognizes automotive sales revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.

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

As part of the first step in applying ASC 606, the Company assesses whether multiple contracts entered into with the same customer—such as a vehicle sale and a co-creation agreement—should be combined.

When these contracts are negotiated together and are economically interdependent, they are accounted for as a single arrangement.

This evaluation ensures that the revenue recognition reflects the substance of the transaction.

Refer to the subsequent section of this note for a detailed discussion of the co-creation arrangements with customers and their impact on revenue recognition under ASC 606.

Revenue is recognized when control of the vehicle transfers upon delivery to the customer.

Payments are typically received at the point control transfers or according to payment terms customary to the business as specified in the sales contract.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Vehicle contracts do not contain a significant financing component.

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The Company provides certain customers with a residual value guarantee which may or may not be exercised in the future.

Residual value guarantees provided to customers had an immaterial impact on revenue for the years ended December 31, 2024, and 2023.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Residual value guarantees provided to customers had an immaterial imp act on revenue for the years ended December 31, 2025 and 2024 .

Automotive Leasing Revenue

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Taxes collected from customers in connection with automotive leasing transactions are excluded from the transaction price and reported separately in accordance with ASC 606.

As part of the revenue recognition process, the Company evaluates whether a lease contract should be combined with other agreements—such as co-creation arrangements—under ASC 606 when the contracts are negotiated together and are economically interdependent.

Refer to the subsequent section of this note for a detailed discussion of the co-creation arrangements with customers and their impact on revenue recognition under ASC 606.

Sales-Type Leasing Program :

The Company enters into sales-type leases under ASC 842, in which customers have the right to purchase the leased vehicle at the end of the lease term, typically 36 months.

A lease qualifies as a sales-type lease when the Company determines that the customer is reasonably certain to exercise the purchase option, and the Company therefore expects the customer to take title to the vehicle upon completion of all contractual payments.

At lease commencement, if collectability of lease payments is probable, the Company derecognizes the leased vehicle and recognizes:

The Company enters into sales-type lease arrangements in accordance with ASC 842, under which customers generally have the option to purchase the leased vehicle at the end of the lease term, which is typically 36 months.

The lease is classified as a sales-type lease when the Company concludes that the customer is reasonably certain to exercise the purchase option and, as a result, the Company expects the customer to obtain title to the vehicle upon completion of all contractual payments.

At lease commencement, if collectability of the lease payments is probable, the Company derecognizes the leased vehicle and recognizes:

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

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

If collectability is not probable at lease commencement, the Company defers revenue recognition and records lease payments received as a deposit liability.

The leased vehicle remains on the Company's balance sheet until collectability becomes probable, at which point revenue is recognized.

For the years ended December 31, 2024, and 2023, revenue recorded under this program was immaterial to the Company’s consolidated financial statements.

If collectability is not deemed probable at lease commencement, revenue recognition is deferred, and lease payments received are recorded as a deposit liability.

The leased vehicle remains on the Company’s balance sheet until collectability becomes probable, at which point revenue recognition is triggered.

The Company recognizes a net investment in sales-type leases, which includes both the lease receivable and the unguaranteed residual asset.

The unguaranteed residual asset represents the estimated fair value of the leased vehicle at the end of the lease term that is not guaranteed by the lessee or any third party.

As of December 31, 2025, the carrying amount of unguaranteed residual assets included in the net investment in sales-type leases, and presented within accounts receivable, was approximately $ 0.2 million.

The estimate of unguaranteed residual value reflects management’s judgment, informed by historical residual value experience, current market conditions, and the anticipated future utility of the leased assets.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Co-creation Arrangements

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This arrangement leverages select sales and leasing customers to provide valuable driving data, insights, marketing, and brand awareness for the FF 91 vehicle.

In exchange for these services, the Company compensates customers through either a monthly consulting fee or a discount on their lease payments.

In exchange for these services, the Company compensates customers through a one-time consulting fee, consulting fees paid in installments or a discount on their lease payments.

The services provided are considered distinct and could be purchased separately from a third party.

Management conducted a detailed evaluation of each customer’s services under the co-creation agreement, established relevant data points, and assigned a fair value to the services provided.

Any payments exceeding the fair value of these services are treated as consideration paid to the customer and recorded as a reduction of revenue.

For the years ended December 31, 2024, and 2023, the Company recognized $ 0.3 million and $ 0.4 million, respectively, in co-creation fees as a reduction of revenue in the Consolidated Statements of Operations and Comprehensive Loss.

Additionally, the Company recorded $ 0.6 million and $ 0.4 million in co-creation fees as marketing expenses for the same periods.

Co-creation fees related to R&D were considered immaterial and were included in Sales and marketing expenses in the Consolidated Statements of Operations and Comprehensive Loss.

The Company evaluates the economic substance of both the vehicle sale or lease contract and the co-creation agreement to determine whether they should be combined under the contract combination guidance in ASC 606.

When the contracts are economically linked, the Company accounts for them as a single arrangement.

Under this approach, the cash inflows from the customer and the cash outflows from the Company are netted and treated as a single transaction.

The resulting net amount is recorded as marketing expense if the net amount is more than the sale price of the vehicle.

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.

For the years ended December 31, 2025 and 2024, the Company recognized $ 0.7 million and $ 0.6 million, respectively, in co-creation fees as marketing expenses for the same periods.

Co-creation fees related to R&D were considered insignificant and included in Sales and marketing expenses.

All co-creation fees are presented in the Consolidated Statements of Operations and Comprehensive Loss.

Customer Deposits

The Company’s customers may reserve a vehicl e 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 within Accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheets.

Customer deposits were $ 3.0 million and $ 3.2 million as of December 31, 2024, and 2023, respectively.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

As of December 31, 2025, the Company held approxim ately $ 4.4 million in cu stomer deposits, compared to $ 3.0 million as of December 31, 2024.

These deposits relate to vehicle reservations under both business and consumer programs.

Business-to-business (B2B) reservations are made through non-binding pre-order deposits agreements and require fixed, non-refundable deposits that may be applied toward the purchase of a limited number of vehicles.

These programs are designed to incentivize volume interest by allowing the deposits to be applied toward the purchase of a limited number of vehicles under future purchase agreements.

Business-to-consumer (B2C) reservations are typically submitted on a one-to-one basis with a specific vehicle and involve refundable or promotional deposits.

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

Deferred Revenue

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The Company recognizes revenue when control of the vehicle or related services transfers to the customer and defers revenue only when payments are received for undelivered products or services.

Deferred revenue represents the total transaction price allocated to performance obligations that remain unsatisfied or partially unsatisfied as of the balance sheet date.

As of December 31, 2024, and 2023 d eferred revenue related to products and services w as immaterial .

Deferred revenue represents the total transaction price allocated to performance obligations that remain unsatisfied or partially unsatisf ied as of the balance sheet date.

As of December 31, 2025 and December 31, 2024 deferred revenue related to products and services wer e insignificant fo r both periods.

Cost of Revenue

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Cost of services and other revenue also includes direct parts and material.

Cost of services and other revenue was immaterial for the years ended December 31, 2024, and 2023.

Cost of services and other revenue was insignificant fo r t he years ended December 31, 2025 and 2024.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Automotive Leasing Program

5 unchanged sentences

Management tracks warranty claims by vehicle ID, owner, and date.

As the Company continues to manufacture and sell more vehicles it will reassess and evaluate its warranty claims for purposes of its warranty accrual.

As the Company continues to manufacture, assemble, and sell more vehicles it will reassess and evaluate its warranty claims for purposes of its warranty accrual.

(in thousands) 2025 2024

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Sales and marketing expenses primarily consist of personnel-related costs, including salaries, bonuses, benefits, and stock-based compensation for employees engaged in sales and marketing activities.

Additionally, these expenses include direct costs associated with promotional and marketing efforts.

The Company’s marketing initiatives focus on increasing brand awareness for the FF Series and FX Series, with a particular emphasis on introducing the FF 91 to the market.

Advertising costs—including media payments for ad placements in print, digital, TV, radio, and other channels, as well as production costs for creating ads (such as fees for hiring creative agencies, production crews, or purchasing creative services)—were immaterial for the years ended December 31, 2024 and 2023.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Additionally, these expenses include direct costs associated branding, promotional, co-creation, and publicity activities.

The Company’s marketing initiatives focus on increasing brand awareness for the FF Series and FX Series, with a particular emphasis on introducing the FX Super One, FF 91, and FF 92 to the market.

Stock-Based Compensation

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For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Determining the grant date fair value of the awards using the Black-Scholes option pricing model requires management to make assumptions and judgments, including, but not limited to the following:

10 unchanged sentences

• Forfeiture rate:

Effective January 1, 2023, stock-based compensation expense is reduced for forfeitures only when they occur.

This change of accounting policy resulted in the recognition of a cumulative increase of prior stock-based compensation expenses totaling $ 1.8 million , which was recorded in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023.

Stock-based compensation expense is reduced for forfeitures only when they occur.

• Fair value of Common Stock:

The closing price of the Company’s Class A Common Stock on Nasdaq is used as the fair value of the Common Stock.

The Company accounts for its income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the basis used for financial reporting and income tax reporting purposes.

Deferred income taxes are provided based on the enacted tax rates in effect at the time such temporary differences are expected to reverse.

A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize those tax assets through future operations.

The carrying value of deferred tax assets reflects an amount that is more likely than not to be realized.

As of December 31, 2024, and 2023, the Company had recorded a full valuation allowance on net deferred tax assets because the Company expects it is more likely than not that the net deferred tax assets will not be realized.

The Company utilizes the guidance in ASC 740-10, Income Taxes , to account for uncertain tax positions.

ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the positions will be sustained on audit, including resolution of related appeals or litigation processes, if any.

The second step is to measure the tax benefit as the largest amount which is more likely than not of being realized and effectively settled.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual outcomes.

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and income tax bases of assets and liabilities.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years when those temporary differences are anticipated to reverse.

A valuation allowance is established if it is more likely than not that some or all of the deferred tax assets will not be realized.

The carrying value of deferred tax assets is adjusted to reflect the amount that is more likely than not to be realized.

As of December 31, 2025 and December 31, 2024, the Company maintained a full valuation allowance against its net deferred tax assets, based on the conclusion that it is more likely than not the assets will not be realized.

The Company has recorded a net deferred tax liability of $ 0.9 million and nil as of December 31, 2025 and December 31, 2024 respectively, arising from the recognition of indefinite-lived intangible assets acquired in connection with the AIXC business combination during the year ended December 31, 2025.

Because the underlying intangible assets have indefinite lives, the associated deferred tax liability is not available to offset deferred tax assets in the Company's assessment of the valuation allowance.

The Company applies the guidance in ASC 740-10, Income Taxes , to account for uncertain tax positions.

This guidance requires a two-step approach:

(1) determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation;

and (2) measure the tax benefit as the largest amount that is more likely than not to be realized upon settlement.

The Company evaluates its tax positions based on a number of factors and may update its assessments as facts and circumstances change.

The Company is subject to taxation in the U.S.

federal jurisdiction, the state of California, China, and U.A.E.

The income tax provision for each period represents the aggregate estimated tax expense or benefit for these jurisdictions.

The Company recognizes interest and penalties on unrecognized tax benefits as a component of income tax expense.

There were no material interest or penalties for the years ended December 31, 2024 and 2023.

There were no interest or penalties for the years ended December 31, 2025 and 2024.

Accumulated Other Comprehensive Income

These translation adjustments occur due to fluctuations in exchange rates between the subsidiaries' local currencies, primarily the primarily the Chinese Yuan.

While the UAE Dirham is also a local currency of certain foreign subsidiaries, its impact on translation adjustments is limited because the UAE Dirham is pegged to the U.S.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

5 unchanged sentences

Below is a summary of these ASUs:

Recently issued accounting pronouncements not yet adopted

Recently issued accounting pronouncements adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This ASU enhances the transparency of income tax disclosures by requiring more detailed information about the rate reconciliation and income taxes paid, disaggregated by jurisdiction.

This update is effective for the Company beginning January 1, 2026, and will first apply to the Company’s December 31, 2026, Form 10-K, with early adoption permitted.

Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures by requiring more detailed information regarding the rate reconciliation and income taxes paid, disaggregated by jurisdiction.

The Company adopted this guidance on prospective basis effective January 1, 2025, and the enhanced disclosure requirements are reflected in the Company’s Form 10-K for the year ended December 31, 2025.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Accounting for and Disclosure of Software Costs (“ASU 2025-06"), which amends certain aspects of the accounting for and disclosure of internal-use software costs.

ASU 2025-06 is effective for annual reporting periods beginning with the year ending December 31, 2028, with early adoption permitted.

The Company adopted this standard as of December 31, 2025, and it did not have a material impact on our consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

In December 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments .

This ASU clarifies when a settlement of a convertible debt instrument should be accounted for as an induced conversion rather than a debt extinguishment.

Key provisions include (a) applying a pre-existing-contract approach to assess whether the form and amount of consideration are preserved;

and (b) expanding the guidance to cover certain convertible debt instruments not previously convertible.

This update is effective for the Company beginning January 1, 2026 (fiscal year and interim periods beginning after December 15, 2025) and will first apply to the Company’s December 31, 2026 Form 10-K.

Early adoption is permitted, provided ASU 2020-06 has been adopted.

In December 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40 ).

This ASU requires public business entities to disclose additional details about certain expenses in the notes to financial statements, such as inventory purchases, employee compensation, depreciation, and intangible asset amortization.

This standard is effective for the Company beginning January 1, 2027, and will first apply to the Company’s December 31, 2027, Form 10-K, with early adoption permitted.

In January 2025, the FASB issued ASU 2025-04, Leases (Topic 842):

Common Control Arrangements .

This ASU provides new guidance on lease arrangements between entities under common control, clarifying the criteria for determining whether a lease exists and how to account for such transactions.

This update is effective for the Company beginning January 1, 2026, and will first apply to the Company’s December 31, 2026, Form 10-K, with early adoption permitted.

Liquidity and Capital Resources and Going Concern

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.

Based on its recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these Consolidated Financial Statements were issued.

Preparation of Financial statements

The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Accordingly, the Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Capital Investment, SPA Portfolio Debt, and Future Equity Plans

The Company has and will continue to devote subs tantial effort and, to the extent available, capital resources, to strategic planning, engineering, design, and development of its electric vehicle platform, development of vehicle models, finalizing the build out of the FF ieFactory California manufacturing facility, and capital raising.

The Company incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $ 4,314.3 million, an unrestricted cash balance of $ 7.1 million and a negative working capital position of $ 120.9 million as of December 31, 2024.

The Company delivered its first vehicles during 2023 and plans to launch its FX Series of vehicles, but expects to continue to generate significant operating losses for the foreseeable future.

The Company has funded its operations and capital needs primarily through the issuance of notes payable and related party notes payable convertible notes (see Note 7, Notes Payable and Note 8, Related Party Transactions ), and the sale of common stock.

This update is effective for the Company beginning January 1, 2027 (fiscal year and interim periods beginning after December 15, 2026) and will first apply to the Company’s December 31, 2027 Form 10-K (as a public business entity, including SRCs).

Early adoption is permitted.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer .

This ASU (a) revises the master-glossary definition of ‘performance condition’ to include customer-based targets;

(b) eliminates the forfeiture-policy election for awards granted to customers unless exchanged for a distinct good or service;

and (c) clarifies that the variable-consideration constraint in ASC 606 does not apply to share-based consideration payable to a customer.

Early adoption is permitted.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606).

This Update addresses stakeholders’ concerns about (1) the application of derivative accounting to contracts with features based on the operations or activities of one of the parties to the contract and (2) the diversity in accounting for share-based noncash consideration from a customer that is consideration for the transfer of goods or services.

The amendments are expected to (a) reduce the cost and complexity of evaluating whether contracts with features based on the operations or activities of one of the parties to the contract are derivatives, (b) better portray the economics of those contracts in the financial statements, and (c) reduce diversity in practice resulting from the broad application of the current guidance and changing business environment.

The amendments also are expected to reduce diversity in practice by clarifying the applicability of Topic 606, Revenue from Contracts with Customers, to share-based noncash consideration from a customer for the transfer of goods or services.

This update is effective for the Company beginning January 1, 2027 (fiscal year and interim periods

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Debt Commitments under SPA Portfolio Notes and Other Notes

SPA Portfolio Notes:

The Company has issued various financing arrangements collectively known as the SPA Portfolio Notes.

These are categorized as follows:

(i) Secured SPA Notes;

(ii) 2023 Unsecured SPA Notes;

(iii) Junior Secured SPA Notes;

(iv) and 2024 Unsecured SPA Notes.

beginning after December 15, 2026) and will first apply to the Company’s December 31, 2027 Form 10-K (as a public business entity, including SRCs).

Early adoption is permitted.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) to improve the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

This will result in a comprehensive list of interim disclosures that are required by GAAP.

The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The objective of the amendments is to provide clarity on the current interim reporting requirements.

The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities.

This Update will first apply to the Company’s March 31, 2028 Form 10-Q.

Liquidity and Capital Resources and Going Concern

Co nditions Raising Substantial Doubt

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

In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management considered the Company’s recurring losses from operations since inception and continued cash outflows from operating activities.

Based on this evaluation, the Company concluded that substantial doubt exists regarding its ability to continue as a going concern for the one-year period following issuance of these Consolidated Financial Statements.

The Company has devoted, and expects to continue to devote, substantial effort and capital resources to strategic planning, engineering, design, and development of its electric vehicle platform, development of vehicle models, completion of the FF aiFactory California manufacturing facility, and capital raising activities.

As of December 31, 2025, the Company had an accumulated deficit of $ 4,705.0 million, unrestricted cash of $ 34.9 million, and negative working capital of $ 79.7 million.

The Company has also incurred recurring net losses since inception, including a net loss of $ 397.1 million for the year ended December 31, 2025.

These conditions contribute to the substantial doubt determination under ASC 205-40.

The Company projects that it will require substantial additional funding to continue operations, advance development and future production planning related to its FF Series program, initiate production of its FX Series vehicles, and commence its planned robotics production initiative in the first quarter of 2026.

If additional capital is not secured, the Company may not have sufficient resources to meet its obligations or continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery.

Although management expects that the launch of the FX Series and the planned robotics initiative may support future revenue generation and operational performance, these initiatives are subject to execution, market acceptance, and funding risks, and there can be no assurance that sufficient liquidity will be generated within the next twelve months.

The consolidation of AIXC did not materially improve the Company’s near-term liquidity position or alter its current working capital constraints.

Although AIXC may support longer-term business initiatives, it does not alleviate the substantial doubt that exists regarding the Company’s ability to continue as a going concern within the next twelve months.

Management’s Plans

In accordance with ASC 205-40, management has developed plans intended to mitigate the conditions that give rise to substantial doubt.

The Company has historically funded operations primarily through the issuance of notes payable, related party convertible notes (see Note 8 and Note 9), and the sale of common stock.

Management intends to continue pursuing these funding sources.

The Company has issued various financing arrangements collectively referred to as the SPA Portfolio Notes, including SPA Portfolio Notes , 2023 Unsecured SPA Notes , Junior Secured SPA Notes , 2024 Unsecured SPA Notes , 2025 March Unsecured SPA Notes, and 2025 July Unsecured SPA Notes.

As of December 31, 2025 , the SPA Portfolio Notes were in good standing.

Pursuant to the SPA Portfolio Notes commitments (collectively the “SPA Commitments”) (see Note 7, Notes Payable and Note 8, Related Party Transactions ), the Company obtained commitments from several investors.

As of December 31, 2024, the SPA Commitments totaled $ 614.5 million, of which $ 405.3 million was funded, $ 209.2 million remained to be funded, and $ 46.4 million in principal was outstanding.

On December 31, 2024, Optional Commitments under the SPA Commitments totaled $ 426.0 million, of which $ 50.9 million was funded, $ 375.1 million remained to be funded, and $ 3.1 million was outstanding.

The remaining amounts to be funded as of December 31, 2024, are subject to the achievement of delivery milestones, satisfaction of closing conditions, resolving disputes with investors, and satisfaction or waiver of other conditions, including for a portion of such financing an effective registration statement for the shares underlying the applicable notes.

Other Financing Arrangements and Related Party Notes:

Additional financing is provided via convertible debt instruments, equipment financing arrangements, and related party notes that support the Company’s operations and capital expenditures.

As of December 31, 2024, the Company was in good standing on all of its other financing arrangements and Related Party Notes.

The Company may be unable to satisfy the closing conditions under the SPA Commitments or obt ain additional incremental investors under the SPA Commitments or other debt or equity financing in a timely manner, on acceptable terms, or at all.

Standby Equity Purchase Agreement, At-The-Market Offerin g , and Equity Issuance Constraints

The Company has implemented a series of financing arrangements, including a Standby Equity Purchase Agreement with Yorkville and an At-The-Market offering.

These initiatives are accompanied by equity issuance constraints, such as limitations imposed by authorized share counts and the impact of convertible securities and related provisions.

Together, these elements define the Company’s approach to capital raising and its management of associated regulatory and contractual obligations .

Standby Equity Purchase Agreement (“SEPA”)

On November 11, 2022, the Company entered into the SEPA, which expires in November 2025.

Under the terms of the SEPA, the Company may, at its option, issue and sell from time to time up to $ 200.0 million (which can be increased up to $ 350.0 million in the aggregate under the Company’s option) of Class A Common Stock to YA II PN Ltd.

(“Yorkville”) , subject to certain limitations.

As of December 31, 2024, the Company had the right to issue and sell up to an additional $ 192.5 million, or $ 342.5 million if the Company exercises its option under the SEPA.

At-The-Market Offerin g

On September 26, 2023, the Company entered into a sales agreement with Stifel, Nicolaus & Company, Incorporated, B.

Riley Securities, Inc., A.G.P./Alliance Global Partners, Wedbush Securities Inc.

and Maxim Group LLC, as sales agents, to sell shares of Class A Common Stock, from time to time, with aggregate gross sales proceeds of up to $ 90.0 million pursuant to the Registration Statement as an “at-the-market” offering under the Securities Act (the “ATM Program”).

Under applicable SEC rules and regulations, because the Company failed to timely file its Form 10-K for the year ended December 31, 2023, as well as its Form 10-Q for the quarter ended March 31, 2024, the Company will not be eligible to access the ATM Program until August 1, 2025, at the earliest.

Equity Issuance Constraints

The Company’s ability to issue and sell additional shares of Common Stock or warrants to support ongoing capital needs is further constrained by the number of authorized shares.

In addition to outstanding shares, the Company must also consider shares reserved for issuance under convertible debt, warrants or other obligations with equity rights.

In addition, equity issuances can potentially trigger various anti-dilution features in the Company’s debt and equity instruments that increase the number of shares to be issued and/or reduce the exercise price.

This could result in the Company having inadequate authorized shares to meet its outstanding commitments.

As of December 31, 2025 , SPA Commitments totaled $ 739.0 million , of which $ 503.3 million was funded, $ 186.2 million expired unfunded, $ 49.5 million remained to be funded, and $ 51.1 million in principal was outstanding.

Optional Commitments totaled $ 467.0 million , of which $ 111.0 million was funded, $ 315.5 million expired unfunded, $ 40.5 million remained to be funded, and $ 23.3 million was outstanding.

Remaining amounts are subject to closing conditions, including minimum share price and trading volume requirements.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Capital Needs, FX Series Production, and Bankruptcy Risk

The Company projects that it will require substantial additional funds to continue operations and support production of the FF 91, and it also plans to initiate production of its FX Series of vehicles.

If additional capital is not secured, it will not have sufficient resources to meet its obligations and continue operations, which could result in bankruptcy protection and asset liquidation, with equity holders receiving little to no recovery.

The anticipated start of FX Series production is expected to generate new revenue streams and enhance operational performance, partially mitigating near-term cash flow pressures;

however, if additional capital is not secured, the Company will not have sufficient resources to meet its obligations or continue operations, potentially resulting in bankruptcy protection, asset liquidation, and minimal or no recovery for equity holders.

Funding Alternatives and Risks

The Company continues to explore various funding and financing alternatives to fund its ongoing operations and to ramp up production.

The particular funding and financing mechanisms, terms, timing, and amounts depend on the Company’s assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time.

However, there have been delays in securing additional funding commitments, which have exacerbated supply chain pressures, among other things.

If the Company’s ongoing capital raising efforts are unsuccessful or significantly delayed, or if the Company experiences prolonged material adverse trends in its business, production will be delayed or decreased, and actual use of cash, production volume and revenue for 2025 will vary from the Company’s previously disclosed forecasts, and such variances may be material.

While the Company is actively engaged in negotiations with potential financing sources, it may be unable to raise additional capital on terms acceptable to it or at all.

In addition to the risk that the Company’s assumptions and analyses may prove incorrect, the projections may underestimate the professional fees and other costs to be incurred related to the pursuit of various financing options currently being considered and ongoing legal risks.

Capital needed to fund the development of the Company’s remaining product portfolio will largely depend on market success and profitability of the FF 91 and the launch of the FX series, and the Company’s ability to accurately estimate and control costs.

Apart from the FF 91 series and FX series, substantial additional capital would be required to fund operations, research, development, and design efforts for future vehicles.

Going Concern and Future Capital Strategy

Despite the Company’s diversified financing structure – including its SPA Portfolio Notes, convertible debt instruments, and equipment financing, and targeted inflows from new debt, and anticipated equity, the Company’s recurring operating losses and continuing negative cash flows from operations continue to raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

Operational Context

During 2023, the Company commenced deliveries of the FF 91.

The Company is currently manufacturing the FF 91 and plans to manufacture FF 92 models within the FF Series.

The FX Series was launched in 2025, beginning with the Super One model, and the Company is currently accepting reservation deposits.

Series production is expected following completion of production readiness activities.

In 2025, the Company also advanced initiatives in robotics and intelligent automation and continued developing digital asset initiatives.

These initiatives may require additional capital and are not expected to generate near-term cash flows.

Equity Issuance Constraints and ATM Program

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

Due to the late filing of the September 30, 2025 Form 10-Q, the Company is ineligible to access the ATM Program until no earlier than December 1, 2026, assuming continued compliance with SEC reporting requirements thereafter.

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

Strategic Investment

On September 29, 2025, the Company completed its investment in AIXC.

This transaction was executed as part of a broader strategy to pursue non-automotive initiatives.

AIXC’s historical operations were immaterial to consolidated results for the year ended December 31, 2025.

Risks Affecting Liquidity

The Company continues to explore financing alternatives;

however, delays in securing funding commitments have constrained production activities.

Capital raising efforts may be unsuccessful or delayed, and projections may underestimate professional fees and financing-related costs.

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

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

Elevated U.S.

import tariffs on EV components sourced from China may increase manufacturing costs as production scales.

While tariffs did not materially impact 2025 cost of goods sold due to limited production volume, continued reliance on China-based suppliers may increase input costs and funding needs.

Going Concern Determination

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

Basis of Presentation

The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Accordingly, the Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Inventory, net

Business Acquisition

On September 29, 2025 the Company invested $ 30.0 million in cash into AIXC as part of a larger $ 40.7 million private placement financing (the “PIPE”) round whereby AIXC issued new shares of Common and Preferred Stock to the Company and other investors.

Through our investment in the PIPE the Company obtained a controlling financial interest.

AIXC was a publicly traded life-sciences company focused on the development of oncology treatments.

At the acquisition date, AIXC’s activities primarily consisted of research and development, intellectual property management, and related administrative functions.

With this investment, AIXC is transitioning towards cryptocurrency-related business.

Total issuance costs associated with the PIPE transaction were $ 3.0 million and were allocated to acquirer and other investors based on the allocation of proceeds contributed to AIXC.

Through the PIPE transaction, the Company received 248,722 shares of AIXC common stock and 13,108,358 shares of Series B Convertible Preferred Stock.

At issuance, only the common stock held voting rights, resulting in the Company owning approximately 7.9 % of AIXC’s outstanding voting shares.

Upon stockholder approval of the share issuance on November 12, 2025, all shares were afforded voting rights.

On an as-converted to common stock basis, the Company held a total of approximately 13.4 million AIXC shares, representing 57.5 % of the fully diluted share count of approximately 23.2 million shares.

In connection with the PIPE transaction, total issuance costs of approximately 8.9 million were incurred, consisting of 3.0 million in cash, 0.5 million in shares of AIXC common stock issued to legal counsel, and 5.3 million in the estimated fair value of warrants issued to placement agents.

Of the cash issuance costs, $ 2.2 million was allocated to the business combination and is presented as a reduction of cash acquired.

The remaining 0.8 million in cash issuance costs was allocated to the follow-on NCI equity financing.

All non-cash issuance costs were allocated to equity.

Issuance costs allocated to equity were recorded as a reduction of additional paid-in capital.

We accounted for the Business Combination using the acquisition method of accounting, as prescribed by ASC 805, “ Business Combinations ” (“ASC 805”).

In accordance with valuation methodologies described in ASC 820, “ Fair Value Measurement ” (“ASC 820”), the acquired assets and assumed liabilities were recorded at their estimated fair values as of the date of the acquisition.

The consideration consisted of $ 30.0 million of cash invested directly into AIXC and the fair value of the noncontrolling interests (“NCI”) in AIXC as of the acquisition date, which was $ 31.6 million.

The additional $ 9.9 million, $ 10.7 million gross proceeds net of $ 0.8 million issuance cost, contemporaneous equity investments from the PIPE by third‑party and related party investors were determined to be separate transactions and were accounted for as post‑combination equity transactions under ASC 810‑10‑45‑23, rather than as part of the purchase price allocation.

ASC 805 requires the acquirer to recognize the acquiree’s tangible and intangible assets and liabilities at their acquisition‑date fair values and to recognize identifiable intangible assets separately from goodwill when they are contractual or separable.

The Company believes that the historical values of AIXC’s current assets and current liabilities approximate fair value based on the short-term nature.

The following table summarizes the allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on management’s preliminary estimates of fair value as of the acquisition date.

These estimates are subject to change during the measurement period (amounts in thousands):

Description (balance sheet line item)

Cash (excludes funds from non FF PIPE Investors) 1

Prepaid expenses and other current assets 343

Short term note receivable 4,348

Other receivable 2

Intangibles (in-process R&D) 3,629

Accounts payable and accruals ( 1,324 )

Warrant Liability ( 362 )

Promissory Notes ( 3,237 )

Other liabilities (deferred tax liability) ( 907 )

Net identifiable assets acquired 31,370

Consideration transferred 30,000

Fair Value of Non-Controlling Interest 31,584

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

1 Cash acquired is presented net of approximately $ 2.2 million in cash transaction-related costs incurred and paid by AIXC in connection with the PIPE.

2 In the quarter ended December 31, 2025, the Company impaired goodwill by $ 4.5 million.

The goodwill balance as of December 31, 2025 is $ 25.8 million.

The fair value of the in-process research and development intangible asset (IPR&D) of $ 3.6 million was determined using a cost approach.

Given the early stage of AIXC's oncology treatment programs and the absence of revenue streams or comparable market transactions, the development costs incurred through the acquisition date were considered to represent the best estimate of the cost a market participant would incur to reproduce the asset to its current stage of development.

The deferred tax liability of $ 0.9 million represents the tax effect of the difference between the acquisition-date fair value and the tax basis of the IPR&D intangible asset, calculated using the applicable enacted statutory tax rate.

Noncontrolling Interests

The Company did not acquire 100 % of AIXC’s outstanding equity interests.

The noncontrolling interest was measured at its acquisition‑date fair value of the interests not held by the Company.

NCI stemming from the business combination was calculated based on observable market data and valuation techniques.

In addition NCI increased as a result of contemporaneous equity financing that was not part of the business combination.

These transactions were accounted for as equity transactions with noncontrolling interest holders, which did not impact the consideration transferred, the purchase price, or goodwill recognized in the business combination.

The goodwill recorded at closing relates principally to intangible assets that do not qualify for separate recognition under GAAP.

The goodwill recognized at the acquisition date primarily reflects the impact of measuring the noncontrolling interest at fair value, which was determined using directly observable quoted prices of AIXC’s shares on the acquisition date.

AIXC’s stock price on that date experienced notable volatility associated with the closing of a financing round that significantly enhanced AIXC’s liquidity.

Additionally, AIXC provided an established public-company platform, including an existing registration, exchange listing, and shareholder baser.

Goodwill was measured as the excess of the purchase price over net tangible and identifiable intangible assets.

All of the goodwill recognized in the transaction has been assigned to the Company’s AIXC reportable segment.

Inventory, net (Current and non current)

Inventory, net, consists of the following as of:

4 unchanged sentences

$ 8,951 $ 27,486

The inventory reserve was $ 3.3 million and $ 2.8 million as of December 31, 2024, and 2023, respectively.

Deposits and Other Current Assets

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

Inventory, current portion $ 3,258 $ 27,486

Inventory, non-current portion (1)

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

The inventory reserve was $ 21.1 million and $ 3.3 million as of December 31, 2025 and December 31, 2024 , respectively.

During the year ended December 31, 2025 the Company increased its lower-of-cost-and-net-realizable-value inventory reserve by $ 17.8 million , respectively.

Of these amounts, approximately $ 13.3 million related to market conditions such as anticipated tariffs and higher transportation costs, and approximately $ 4.6 million , related to excess and obsolete (“E&O”) inventory identified during the period.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

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

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

(in thousands) December 31, 2025 December 31, 2024

2 unchanged sentences

$ 22,956 $ 31,094

Deposits, current portion $ 10,499 $ 31,094

Deposits, non-current portion (1)

Other current assets December 31, 2025 December 31, 2024

2 unchanged sentences

$ 8,963 $ 6,127

Deposits for R&D, prototype and production parts, and other are recognized and reported as R&D expenses in the Consolidated Statements of Operations and Comprehensive Loss when services are provided or as prototype parts are received.

In addition, during the years ended December 31, 2024 and 2023, the Company made deposits for inventory and property and equipment items which are classified as Deposits for goods and services yet to be received (“Future Work”).

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

As of December 31, 2024, and 2023, Other current assets also includes an insurance receivable relating to a legal settlement with a corresponding liability recognized in Accrued expenses and other current liabilities.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

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

Deposits for R&D, prototype and production parts, and other related items are recognized and reported as R&D expenses in the Consolidated Statements of Operations and Comprehensive Loss when services are provided or as prototype parts are received.

The Company makes deposits for inventory and property and equipment items which are classified as Deposits for goods and services yet to be received (“Future Work”).

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

For the year ended December 31, 2025, the Company recorded an $ 8.5 million an impairment charge related to deposits.

The impairment loss is included within Impairment of long-lived assets and deposits on the Consolidated Statements of Operations and Comprehensive Loss .

Property, Plant, and Equipment, Net

2 unchanged sentences

December 31, 2025 December 31, 2024

Land, buildings and leasehold improvements $ 111,443 $ 103,522

Land, buildings and building improvements $ 78,218 $ 111,443

Computer hardware 2,603 2,397

7 unchanged sentences

$ 155,303 $ 348,587

The Company’s CIP is primarily related to the construction of tooling, machinery and equipment for the FF ieFactory California.

Tooling, machinery, and equi pment are either held at Company facilities, primarily the FF ieFactory California, or at the vendor’s location until the tooling, machinery and equipment is completed.

The Company recognized Loss on disposal on property, plant, and equipment of $ 1.7 million, which included the derecognition of approximately $ 1.0 million in accumulated depreciation, and $ 4.5 million for the years ended December 31, 2024, and 2023, respectively.

Depreciation and amortization expe nse totale d $ 71.4 million and $ 42.5 million for the years ended December 31, 2024, and 2023, respectively.

During 2024 and 2023, the Company disposed of $ 5.3 million and $ 9.6 million, respectively, of CIP relating to the abandonment of certain FF 91 program assets, including vendor tooling, machinery, and equipment.

These disposals were primarily driven by the redesign of FF 91 components and the implementation of the Company’s cost reduction program.

In addition, the Company wrote off costs with the construction of a sales office and warehousing equipment as part of its operational restructuring.

Disposals of CIP of $ 5.3 million and $ 3.7 million were charged to operating expenses in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2024, and 2023, respectively.

Asset Retirement Obligation

Due to the build out of the FF ieFactory California, the Company has an asset retirement obligation (“ARO”) totaling $ 0.8 million and $ 0.7 million for the years ended December 31, 2024, and 2023, respectively.

The ARO is recorded to Other liabilities with a corresponding ARO asset within Land, buildings and leasehold improvements and Tooling, machinery, and equipment.

The ARO asset is depreciated to operating expense over the remaining term of the lease through December 2027.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Depreciation and amortization expense, related to property, plant, and equipment, totaled 64.8 million and $ 71.4 million for the years ended December 31, 2025 and 2024.

For the year ended December 31, 2025, the Company disposed of property, plant, and equipment, with a carrying value of approximately $ 5.0 million.

For the year ended December 31, 2024 , the Company disposed of property, plant, and equipment, with a carrying value of approximately $ 4.6 million.

During 2025, the Company identified impairment triggering events and performed an impairment assessment under ASC 360.

As described in Note 1 Summary of Significant Accounting Policies—Impairment of Long-Lived Assets , these events included the elimination of federal electric vehicle tax credits, escalating U.S.–China trade tensions, and the Company’s market capitalization relative to carrying value.

Based on this assessment and an independent third-party valuation, the Company recorded an impairment charge of $ 128.9 million for the year ended December 31, 2025, including impairment of Construction in progress of $ 10.1 million.

There were no impairment charges for the year ended December 31, 2024 .

The impairment loss is included within Impairment of long-lived assets and deposits on the Consolidated Statements of Operations and Comprehensive Loss .

The impairment relates primarily tooling, machinery, and equipment at vendor sites and at the Company’s FF aiFactory California production facility in Hanford, California, that are no longer supported under updated operational plans, as the Company shifts focus from FF 91 program activities to the planned FF 92 upgrade and prepares for FX Super One production .

Substantially all of the Company's assets, including property, plant and equipment, are subject to liens under various financing arrangements.

See Note 8, Notes Payable, and Note 10, Other Financing Liabilities, for further details.

Accrued Expenses and Other Current Liabilities

5 unchanged sentences

Customer deposits 4,385 3,027

Accrued liabilities with related parties

13,178 11,077

Other current liabilities 15,449 5,846

$ 58,678 $ 56,754

Accrued payroll and benefits decreased by $ 8,873 thousand in 2025 due to the reduction of discretionary management bonuses.

Asset Retirement Obligation

Due to the build out of the FF aiFactory California, the Company has an asset retirement obligation (“ARO”) totaling $ 0.9 million and $ 0.8 million as of December 31, 2025 and December 31, 2024, respectively.

The ARO is recorded in Other liabilities with a corresponding ARO asset within Land, buildings and building improvements and Tooling, machinery, and equipment.

The ARO asset is depreciated to operating expense over the remaining term of the lease through December 2027.

Accrued Legal Contingencies

As of December 31, 2025 and December 31, 2024, the Company had recorded accrued legal contingencies of $ 3.2 million and $ 9.1 million, respectively.

The Company records an accrual for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Notes Payable

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Notes Payable

The Company has entered into notes payable agreements with third parties.

The tables below summarize these agreements as of December 31, 2024, and 2023, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.

The tables below summarize these agreements as of December 31, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.

During the year ended December 31, 2025, the Compan y obtained control of AIXC (refer to Note 3 Business Acquisition for details of the transaction).

Accordingly, AIXC’s assets and liabilities, including its outstanding debt instruments, have been consolidated as of September 29, 2025.

The inclusion of AIXC’s debt in the consolidated balances below reflects the fair value of such obligations recognized upon initial consolidation.

Most of the Company’s notes payable are accounted for under the fair value option in accordance with ASC 825, with changes in fair value recorded in the Consolidated Statements of Operations and Comprehensive Loss.

For instruments measured at fair value, no effective interest rate is presented, as changes in fair value capture all economic returns associated with these debt instruments.

Although the stated interest rates on the SPA Portfolio Notes are 10 % or 15 %, the Company’s effective cost of capital is substantially higher.

Each SPA Portfolio Note permits the holder to settle in shares at a value exceeding the stated principal and accrued interest.

In addition, each noteholder receives an SPA Portfolio Warrant, and certain holders receive an Incremental Warrant.

These settlement features and additional instruments have significant value and materially increase the effective cost of capital above the stated rates.

Further, these instruments carry high interest rate structures and embedded economics that can result in a loss on issuance.

The financial impact of the SPA Portfolio Notes is reflected in the change in fair value and loss on extinguishment line items in the Consolidated Statements of Operations and Comprehensive Loss.

December 31, 2025

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Adjustments Original Issue Discount and Proceeds Allocated to Warrants Net

Secured SPA Notes Various 10 % - 15 % $ 3,118 $ 2,651 $ ( 312 ) $ 5,457

2023 Unsecured SPA Notes Various dates in 2029 10 % - 15 % 4,380 2,844 ( 508 ) 6,716

Junior Secured SPA Notes September 2029 10 % 28,840 13,163 ( 15,944 ) 26,059

2024 Unsecured SPA Notes December 2029 10 % 10,015 8,741 ( 11,724 ) 7,032

2023 Unsecured SPA Notes Various through November 2031 10 % - 15 % $ 8,100 $ ( 622 ) $ ( 810 ) $ 6,668

Junior Secured SPA Notes Various through December 2030 10 % 12,107 ( 705 ) — 11,402

2024 Unsecured SPA Notes Various through December 2030 10 % 6,070 ( 252 ) — 5,818

2025 March Unsecured SPA Notes Various dates in 2030 10 % 5,508 ( 1,096 ) ( 2,304 ) 2,108

2025 July Unsecured SPA Notes August 2030 10 % 37,592 ( 3,079 ) ( 7,717 ) 26,796

Unsecured Convertible Notes June 2026 4.27 % 5,000 ( 1,558 ) — 3,442

Notes payable – China other

Due on Demand — % 4,290 — — 4,290

Auto loans October 2026 7 % 51 — — 51

2025 Convertible Note - AIXC January 2026 — % 132 32 ( 22 ) 142

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

1 unchanged sentence

Notes payable, long-term portion $ 56,234

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

December 31, 2024

6 unchanged sentences

2023 Unsecured SPA Notes Various dates in 2029 10 % - 15 % 4,380 2,844 ( 508 ) 6,716

Notes payable – China other Due on Demand — % 4,898 — — 4,898

Junior Secured SPA Notes September 2029 10 % 28,840 13,163 ( 15,944 ) 26,059

2024 Unsecured SPA Notes December 2029 10 % 10,015 8,741 ( 11,724 ) 7,032

Notes payable – China other

Due on Demand — % 4,173 — — 4,173

Auto loans October 2026 7 % 51 — — 51

2 unchanged sentences

Notes payable, long-term portion $ 45,264

_____________________

(1) The 2023 Unsecured SPA Notes line item values above were updated to exclude related party balance of $ 542 thousand for comparability of the presentation with the current year.

(See Note 8, Related Party Transactions.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Roll Forward of the Fair Value of Notes payable by Transaction Type

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2023 to December 31, 2024.

Roll Forward of the Fair Value of Notes payable

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2024 to December 31, 2025 with third parties.

The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.

4 unchanged sentences

SPA Notes 2024

SPA Notes Notes

China other Auto

SPA Notes 2025 March Unsecured SPA Notes 2025 July Unsecured SPA Notes Notes

China other 2025 Convertible Note - AIXC Promissory Notes - AIXC Auto

Balance as of December 31, 2024 (a) $ 5,457 $ 6,716 $ — $ 26,059 $ 7,032 — — $ 4,173 $ — $ — $ 51 $ 49,488

New Issuances (b) — 11,666 3,535 17,423 42,565 17,847 38,564 — — — — 131,600

Repayment of Debt (c) — — — — — — ( 31 ) ( 31 )

Conversion of Debt to Equity (d) ( 50,691 ) ( 14,931 ) — ( 1,056 ) — — — ( 66,678 )

Extinguishments of Debt (e) 5,158 ( 2,394 ) ( 65 ) — — — — 2,699

Addition of Debt upon Consolidation of AIXC (c) — — — — — — — — 340 2,897 — 3,237

Repayment of Debt (d) — — — — — — — — — ( 3,250 ) ( 6 ) ( 3,256 )

Conversion of Debt to Equity (e) ( 3,535 ) ( 9,133 ) — ( 23,031 ) ( 33,244 ) ( 12,803 ) — — — — — ( 81,746 )

Fair Value Adjustments of Debt (f) ( 1,922 ) ( 2,581 ) ( 93 ) ( 10,575 ) ( 10,535 ) ( 2,936 ) ( 10,242 ) — ( 198 ) — — ( 39,082 )

4 unchanged sentences

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts.

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

(e) Adjustments from amendments, modifications, or extinguishment of existing debt, in accordance with ASC 470-50, and presented as a component of 'Loss on settlement of notes payable' in the Consolidated Statements of Operations.

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 21,439 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

The AIXC debt instruments were recognized at fair value on the acquisition date.

For the AIXC promissory notes, which are carried at amortized cost as described below, the historical carrying value at the acquisition date was deemed to approximate fair value for purposes of ASC 805 initial measurement.

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

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

(f) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions.

These adjustments are presented as a component of 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' in the Consolidated Statements of Operations.

These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss .

Line-item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $ 6,044 thousand, which are separately identifiable from the fair value adjustments noted above.

Instruments with a zero balance in this line are carried at amortized cost;

the fair value option was not elected for such instruments.

(g) Transfers of amounts between debt categories, such as from secured to unsecured classifications.

1 unchanged sentence

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

Table of Conten t s

Faraday Future Intelligent Electric Inc.

5 unchanged sentences

SPA Notes 2023

SPA Notes Unsecured

SPA Notes 2024

SPA Notes Notes

4 unchanged sentences

Conversion of Debt to Equity (d) ( 50,691 ) ( 14,931 ) — ( 1,056 ) — — — ( 66,678 )

Extinguishments of Debt (e) 13,078 — — — 13,078

Modifications and Extinguishments of Debt (e) 5,158 ( 2,394 ) ( 65 ) — — — — 2,699

Fair Value Adjustments of Debt (f) ( 33,943 ) ( 10,268 ) 328 9,665 — — — ( 34,218 )

Other Adjustments (g) — — ( 99 ) — ( 99 )

Balance as of December 31, 2023 (h) $ 74,232 $ 11,938 $ 4,898 $ 82 $ 91,150

Reclassification of Debt Between Debt Categories (g) — 22,371 ( 35,148 ) 7,500 5,277 — — —

Other Adjustments (h) — ( 725 ) — ( 725 )

Balance as of December 31, 2024 (i) $ 5,457 $ 6,716 $ — $ 26,059 $ 7,032 $ 4,173 $ 51 $ 49,488

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts.

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 19,653 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

3 unchanged sentences

These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and call option derivatives in the Consolidated Statements of Operations.

(g) Miscellaneous changes not captured in other columns, such as currency adjustments.

(h) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023.

Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 4,886 thousand, which are separately identifiable from the fair value adjustments noted above.

Instruments with a zero balance in this line are carried at amortized cost;

the fair value option was not elected for such instruments.

(g) Transfers of amounts between debt categories, such as from secured to unsecured classifications.

(h) Miscellaneous changes not captured in other columns, such as currency adjustments.

(i) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Schedule of Principal Maturities of Notes Payable

3 unchanged sentences

Thereafter 8,100

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The Company has issued various financing arrangements, including secured and unsecured notes, convertible notes, and loans.

The Company has issued various financing arrangements, including secured and unsec ured notes, convertible notes, and loans.

These are categorized as follows:

4 unchanged sentences

(v) 2024 Unsecured SPA Notes;

(vi) Collateralized loan;

(vii) Notes payable – China other;

and (viii) Auto loans.

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

(vi) 2025 March Unsecured SPA Notes ;

(vii) 2025 July Unsecured SPA Notes;

(viii) Notes payable – China other;

and (ix) Auto loans.

In addition, during the year ended December 31, 2025, the Company consolidated AIXC, and accordingly recognized AIXC’s outstanding debt instruments at fair value as of the consolidation date.

These obligations are included within the categories presented above.

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

Secured SPA Notes

Overview and Terms

Th e Secured SPA Notes were issued under the Secured SPA Agreement dated August 14, 2022, with FF Simplicity Ventures LLC (“FFSV”) acting as administrative agent, collateral agent, and purchaser, along with additional purchasers.

Th e Secured SPA Notes were issued under the securities purchase agreement (the “Secured SPA”) dated August 14, 2022, with FF Simplicity Ventures LLC (“FFSV”) acting as administrative agent, collateral agent, and purchaser, along with additional purchasers.

These senior secured convertible notes are supported by a second lien on substantially all of the Company’s assets and are guaranteed by the Company’s domestic subsidiaries.

1 unchanged sentence

Principal and interest are due at maturity, unless converted earlier pursuant to the Secured SPA Notes’ conversion privileges.

Issued at a 10 % original issue discount, these notes are convertible into Class A Common Stock at the lesser of a fixed conversion price or 90 % of the VWAP for the trading day immediately prior to the conversion date.

Issued at a 10 % original issue discount, these notes are convertible into Class A Common Stock at the lesser of a fixed conversion price or 90 % of the lowest volume-weighted average price (“VWAP”) for the trading day immediately prior to the conversion date.

The Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of December 31, 2025 the fixed price conversion price was $ 1.16 .

The Secured SPA Notes mature six years from each date of issuance.

The outstanding Secured SPA Notes, as of December 31, 2024, are scheduled to mature on various dates in 2029 and 2030.

There were no outstanding Secured SPA Notes, as of December 31, 2025.

In connection with the issuance of the Secured SPA Notes, the Company also granted to each purchaser a warrant (the “Secured SPA Warrants”) to purchase shares of Class A Common Stock equal to 33 % of the shares issuable upon conversion of the aggregate principal amount under the Secured SPA Notes funded.

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The Company elected the fair value option afforded by ASC 825, Financial Instruments , with respect to the Secured SPA Notes because the notes include features, such as a contingently exercisable put option, that meet the definition of an embedded derivative.

The Company expenses transaction costs to Change in fair value of notes payable, warrant liabilities, and derivative call options or Change in fair value of related party notes payable and related party warrant liabilities, as applicable, in the Consolidated Statements of Operations and Comprehensive Loss.

The Company also elected to apply the fair value option for other SPA Portfolio Notes.

The Company expenses transaction costs to Change in fair value of notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

The Company also elected to apply the fair value option for all other SPA Portfolio Notes.

Amendments and Modifications

The Secured SPA Notes have undergone several amendments:

• Sixth Amendment (February 3, 2023):

This amendment introduced Tranche C Notes with an aggregate principal of up to $ 135.0 million at an original base conversion price of $ 10,080.00 , subject to anti-dilution adjustments.

Certain outstanding Secured SPA Notes totaling $ 31.0 million in principal were replaced with notes carrying a conversion price of $ 8,568.00 .

The change to the conversion price triggered accounting treatment under ASC 470-50, Debt—Modifications and Extinguishments (“ASC 470-50”) and the Company recognized a Loss on settlement of notes payable because the change in fair value of the conversion feature was substantial.

• Seventh Amendment (March 23, 2023):

Accelerated funding timelines for $ 40.0 million of committed Tranche C Notes and $ 5.0 million of optional Tranche B Notes.

Original issuance discounts for $ 25.0 million of Tranche C Notes and $ 5.0 million of Tranche B Notes were increased to 14 % and 16 % , respectively.

• Eighth Amendment (May 8, 2023):

Reduced the floor price for conversion from $ 2,016.00 to $ 960.00 and lowered exercise prices for the remaining Secured SPA Notes and related warrants from $ 10,080.00 to $ 8,568.00 .

• Unanimous Written Consents:

During the year ended December 31, 2024 , the Company’s Board of Directors (the “Board”) exercised its authority via a series of written consents (the “Unanimous Written Consents”) to adjust the principal conversion price of the Secured SPA Notes as it considered desirable.

The Board chose to reduce the

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

• Unanimous Written Consents:

During the six months ended June 30, 2024, the Company’s Board of Directors exercised its authority via a series of written consents (the “Unanimous Written Consents”) to adjust the principal conversion price of the Secured SPA Notes as it considered desirable.

The Board chose to reduce the principal conversion price from $ 29.33 to 105 % of the listed market price of the Company’s Common Stock at the close of the trading day on which a conversion notice is delivered.

principal conversion price from $ 29.33 to 105 % of the listed market price of the Company’s Common Stock at the close of the trading day on which a conversion notice is delivered.

The adjustments to the principal conversion price were temporary in nature and contractually concluded on June 30, 2024.

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• Eleventh and Twelfth Amendments (July 11, 2024):

Permitted entry into the Collateralized Loan by subordinating liens securing the Secured SPA Notes to liens under the Collateralized Loan (See Collateralized Loan below).

Waiver Agreemen t

The Waiver Agreement dated August 2, 2024, revised key financial terms of the Secured SPA Notes and 2023 Unsecured SPA Notes, including elimination of the Make-Whole Amount.

Permitted entry into the Collateralized Loan by subordinating liens securing the Secured SPA Notes to liens under the Collateralized Loan (See Note 10, Other Financing Liabilities , Section Collateralized Loan below).

• The Waiver Agreement (August 2, 2024) :

Revised key financial terms of the Secured SPA Notes and 2023 Unsecured SPA Notes, including elimination of the Make-Whole Amount.

The Make-Whole Amount was a provision that entitled noteholders to compensation for the interest they would have received had the notes been held to maturity.

Additionally, pursuant to the Waiver Agreement, the holders agreed that accrued interest shall be due at maturity or conversion.

Further, the conversion price was reduced to the lesser of (1) the conversion price then in effect, $ 29.33 , subject to full ratchet anti-dilution price protection (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring thereafter) or (2) 90 % of the VWAP of the Company’s Common Stock as of the trading day ended immediately prior to the time the conversion notice is delivered to the Company.

The provisions of the Waiver Agreement will apply to all Secured SPA Notes and 2023 Unsecured SPA Notes currently issued or issuable in the future pursuant to the Secured SPA Agreement and 2023 Unsecured SPA Agreement.

Further, the conversion price was reduced to the lesser of (1) the conversion price then in effect, $ 29.33 , subject to full ratchet anti-dilution price protection (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring thereafter) or (2) 90 % of th e VWAP of the Company’s Common Stock as of the trading day ended immediately prior to the time the conversion notice is delivered to the Company.

The provisions of the Waiver Agreement will apply to all Secured SPA Notes and 2023 Unsecured SPA Notes currently issued or issuable in the future pursuant to the Secured SPA and 2023 Unsecured SPA (as defined below).

In accordance with ASC 470-50, Debt—Modifications and Extinguishments, the changes pursuant to the Waiver Agreement qualified as an extinguishment because the change in the fair value of the conversion feature was substantial.

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Anti-Dilution Adjustments

During the year ended December 31, 2023, the Company entered into multiple dilutive stock sale and purchase transactions, that triggered the full ratchet anti-dilution price protections embedded in the Secured SPA Notes and Secured SPA Warrants.

During the year ended December 31, 2024 , the Company entered into dilutive stock sale and purchase transactions, that triggered the full ratchet anti-dilution price protections embedded in the Secured SPA Notes and Secured SPA Warrants.

As a result, the fixed-price conversion price of the Secured SPA Notes and exercise price of the Secured SPA Warrants outstanding prior to such financings was reduced to a price equal to the price per share paid in the dilutive financings.

On September 5, 2024, the Company entered into the Junior Secured SPA Agreement, which triggered the full ratchet anti-dilution price protection in the Secured SPA Notes and Secured SPA Warrants.

On September 5, 2024, the Company entered into the Junior Secured SPA, which triggered the full ratchet anti-dilution price protection in the Secured SPA Notes and Secured SPA Warrants.

The issuance of the Junior Secured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 5.24 was less than the Secured SPA Notes and Secured SPA Warrant exercise price.

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The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 1.16 was less than the Secured SPA Notes conversion price and Secured SPA Warrant exercise price.

During the year ended December 31, 2025 there have not been any dilutive sale and purchase transactions affecting the Secured SPA Notes .

Summary of Secured SPA Notes Activity

As of December 31, 2025, the fair value of the Secured SPA Notes was zero , compared to $ 5.5 million as of December 31, 2024.

During the years ended December 31, 2025 and December 31, 2024 the Company received cash proceeds of zero and $ 10.7 million, after original issue discounts, respectively, in exchange for the issuance of Secured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 3.1 million and $ 108.8 million into 3,164,911 and 41,727,089 shares of Class A Common Stock, respectively.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 0.3 million and $ 126.1 million for each period.

For the years ended December 31, 2025 and 2024, the Company recognized a gain of $ 1.9 million and $ 33.9 million, respectively, from the fair value remeasurement of Secured

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Summary of Secured SPA Notes Activity

As of December 31, 2024, the fair value of the Secured SPA Notes was $ 5.5 million, compared to $ 74.2 million as of December 31, 2023.

During the year ended December 31, 2024, the Company received cash proceeds, net of original issue discounts of $ 10.7 million in exchange for the issuance of the SPA Notes and incurred approximately $ 0.2 million in transaction costs.

The Company converted debt with a principal amount of $ 108.8 million into 41,727,089 shares of the Company’s Class A Common Stock.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $ 126.1 million.

For the year ended December 31, 2024, the Company recognized $ 33.9 million gain from fair value remeasurement of Secured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options and $ 5.2 million loss on extinguishment triggered by the Waiver Agreement recorded in Loss on settlement of notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

During the year ended December 31, 2023, the Company received cash proceeds, net of original issue discounts of $ 187.2 million in exchange for the issuance of the SPA Notes and incurred approximately $ 1.9 million in transaction costs.

The Company converted debt with a principal amount of $ 188.1 million into 419,646 shares of the Company’s Class A Common Stock.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $ 193.5 million.

For the year ended December 31, 2023, the Company recognized $ 23.2 million gain from fair value remeasurement of Secured SPA Notes under ASC 825, recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options and $ 13.1 million loss on extinguishment triggered by the Sixth and Eighth Amendments recorded in Loss on settlement of notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

For the year ended December 31, 2024 the Company also recognized a $ 5.2 million loss on extinguishment of notes payable triggered by the Waiver Agreement recorded in Loss on settlement of notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

2023 Unsecured SPA Notes

Overview and Terms

The 2023 Unsecured SPA Notes were issued under the Unsecured SPA Agreement dated May 8, 2023, with various investors including Metaverse Horizon Limited (“MHL”), a related party.

These notes are unsecured and have terms similar to the Secured SPA Notes, except they lack collateral backing.

Pursuant to that certain Securities Purchase Agreement dated May 8, 2023, (t he “2023 Unsecured SPA”) by and between the Company and the investors party thereto, including Metaverse Horizon Limited (“MHL”), a related party, the Company issued certain unsecured convertible promissory note (the “ 2023 Unsecured SPA Notes ”).

These 2023 Unsecured SPA Notes are unsecured and have terms similar to the Secured SPA Notes, except they lack collateral backing.

The 2023 Unsecured SPA Notes bear an annual interest rate of 10 %, increasing to 15 %, if interest is paid in shares of Class A Common Stock.

Principal and interest are due at maturity, unless converted earlier pursuant to the 2023 Unsecured SPA Notes’ conversion privileges.

Issued at a 10 % original issue discount, these notes are convertible into the Company’s Class A Common Stock at a lesser of a fixed conversion price or 90 % of the VWAP for the trading day immediately prior to the conversion date.

The 2023 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of December 31, 2024 the fixed price conversion price was $ 1.16 .

Issued at a 10 % original issue discount, these notes are convertible into the Company’s Class A Common Stock at the lesser of a fixed conversion price or 90 % of the VWAP for the trading day immediately prior to the conversion date.

The 2023 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of December 31, 2025 the fixed conversion price was $ 1.16 for all tranches outstanding .

The 2023 Unsecured SPA Notes mature primarily six years from each date of issuance.

The outstanding 2023 Unsecured SPA Notes, as of December 31, 2024, are scheduled to mature on various dates in 2029 and 2030.

In connection with the issuance of the 2023 Unsecured SPA Notes, the Company also granted to each purchaser a warrant (the “2023 Unsecured SPA Warrants”) to purchase shares of Class A Common Stock equal to 33 % of the shares issuable upon conversion of the aggregate principal amount under the Secured SPA Notes funded.

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

Amendments and Modifications

• First Amendment (June 26, 2023):

Allowed purchasers to defer commitments if operational milestones were unmet.

This amendment did not alter cash flows and resulted in no gain or loss.

Waiver Agreement

The Waiver Agreement dated August 2, 2024, revised the terms of the Secured SPA Notes and 2023 Unsecured SPA Notes.

Amendments, Waivers, and Modifications

The Waiver Agreement dated August 2, 2024, by and between the Company and the investors party thereto (the “Waiver Agreement”) revised the terms of the Secured SPA Notes and 2023 Unsecured SPA Notes.

The terms of the 2023 Unsecured SPA Notes are substantially similar to those of the Secured SPA Notes and were similarly impacted by the Waiver Agreements.

Details of the Waiver Agreements and their effects on the Secured SPA Notes and 2023 Unsecured SPA Notes are discussed in the section on Secured SPA Notes.

Anti-Dilution Adjustments

Throughout 2024, the Company entered into numerous dilutive sale and purchase transactions as described in the section on the Secured SPA Notes.

The dilutive sale and purchase transactions applicable to the Secured SPA Notes caused the same full ratchet anti-dilution price protection triggers for the 2023 Unsecured SPA Notes.

During the year ended December 31, 2025, the Company entered into several dilutive sale and purchase transactions through issuance of Junior Secured SPA Notes, 2024 Unsecured SPA Notes, March 2025 Unsecured Notes and July 2025 Unsecured Notes.

These transactions triggered the full ratchet anti-dilution price protection for the 2023 Unsecured SPA Notes issued prior to such dilutive transactions.

Accordingly, as of December 31, 2025, the conversion price of the 2023 Unsecured SPA Notes was $ 1.16 .

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Anti-Dilution Adjustments

As a result, the fixed-price conversion price of the 2023 Unsecured SPA Notes and exercise price of the 2023 Unsecured SPA Warrants outstanding prior to such financings was reduced to a price equal to the price per share paid in the dilutive financings.

On September 5, 2024, the Company entered into the Junior Secured SPA, which triggered the full ratchet anti-dilution price protection in the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrants.

The issuance of the Junior Secured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 5.24 was less than the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrant exercise price.

On December 21, 2024, the Company entered into the 2024 Unsecured SPA Notes, which triggered the full ratchet anti-dilution price protection in the 2023 Unsecured SPA Notes and 2023 Unsecured SPA Warrant.

The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 1.16 was less than the 2023 Unsecured SPA Notes conversion and Secured SPA Warrant exercise price.

Summary of 2023 Unsecured SPA Notes Activity

As of December 31, 2024, the fair value of the 2023 Unsecured SPA Notes was $ 6.7 million, compared to $ 11.9 million as of December 31, 2023.

During the year ended December 31, 2024, the Company did not receive cash proceeds or incur transaction costs, in exchange for the issuance of the 2023 Unsecured SPA Notes.

Instead, the Company exchanged Unsecured Convertible Notes with a principal balance of $ 19.9 million for 2023 Unsecured SPA Notes with a principal of $ 22.1 million and fair value of $ 22.4 million.

The Company converted debt with a principal amount of $ 31.0 million into 19,368,059 shares of the Company’s Class A Common Stock.

The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $ 31.5 million.

During the year ended December 31, 2023, the Company received cash proceeds, net of original issue discounts of $ 23.3 million in exchange for the issuance of the SPA Notes and incurred approximately $ 0.2 million in transaction costs.

The Company converted debt with a principal amount of $ 12.5 million into 85,830 shares of the Company’s Class A Common Stock.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $ 9.2 million.

For the year ended December 31, 2023, the Company recognized a net gain of $ 0.1 million, due to favorable fair value adjustments under ASC 825.

As of December 31, 2025, the fair value of the outstanding 2023 Unsecured SPA Notes was $ 6.7 million.

As of December 31, 2024, the fair value of the outstanding 2023 Unsecured SPA Notes was $ 6.7 million.

During the years ended December 31, 2025, and 2024, the Company received net cash proceeds of $ 11.7 million and zero , respectively, after original issue discounts, in exchange for the issuance of 2023 Unsecured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 9.3 million and $ 31.0 million into 8,650,209 and 19,368,059 shares of Class A Common Stock, respectively.

The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 4.4 million and $ 31.5 million for each period.

For the years ended December 31, 2025, and 2024, the Company recognized a gain of $ 2.6 million and $ 10.3 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

For the years ended December 31, 2024, the Company also recorded a $ 2.4 million gain on extinguishment of notes payable triggered by the Waiver Agreement recorded in Loss on settlement of notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

Unsecured Convertible Notes

Overview and Terms

In 2024, the Company issued unsecured convertible note (the “ Unsecured Convertible Notes”).

These Unsecured Convertible Notes, maturing three months from issuance, accrued interest at 4.27 % and were convertible at issuance into Class A Common Stock, 2023 Unsecured SPA Notes, or a future security purchase agreement issued by the Company, which became the 2024 Unsecured SPA Notes.

In 2025, the Company issued unsecured convertible notes (the “Unsecured Convertible Notes”) to a third party investor.

These Unsecured Convertible Notes, mature six months from issuance, accrue interest at 4.27 % and are convertible into 2025 July Unsecured SPA Notes upon the subsequent closing of such Notes.

In 2024, the Company issued unsecured convertible notes (the “Unsecured Convertible Notes”) to various investors, including MHL, a related party.

These Unsecured Convertible Notes, mature three months from issuance, accrue interest at 4.27 % and are convertible at issuance into Class A Common Stock, certain SPA Portfolio Notes, or a future security purchase agreement issued by the Company.

The activity below does not include related parties activity, discussed separately in Note 9, Related Party Transactions .

The Company elected the fair value option afforded by ASC 825, Financial Instruments , with respect to the Unsecured Convertible Notes because the notes are exchangeable into SPA Portfolio Notes and the Company expects that to be how the Unsecured Convertible Notes settle .

The Company expenses transaction costs to Change in fair value of notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

Summary of Unsecured Convertible Notes Activity

There were no outstanding Unsecured Convertible Notes as of December 31, 2024, following their conversion into other SPA Portfolio Notes.

During the year ended December 31, 2024, the Company issued Unsecured Convertible Notes with a principal value of $ 34.9 million and exchanged the balance for Unsecured Convertible Notes for 2023 Unsecured SPA Notes, Junior Secured SPA Notes, and 2024 Unsecured SPA Notes.

As of December 31, 2025, the fair value of the outstanding Unsecured Convertible Notes was $ 3.4 million, compared to zero as of December 31, 2024.

During the years ended December 31, 2025, and 2024, the Company received net cash proceeds of $ 5.0 million and $ 34.9 million, respectively, after original issue discounts, in exchange for the issuance of Unsecured Convertible Notes.

During the same periods, the Company neither converted any Unsecured Convertible Notes into shares of Class A Common Stock, nor incurred gain or a loss on extinguishment for each period.

For the years ended December 31, 2025, and 2024, the Company recognized a gain of $ 0.1 million and a loss of $ 0.3 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

For the year ended December 31, 2024, the Company also recorded a $ 0.1 million gain on extinguishment of notes payable triggered by the Waiver Agreement recorded in Loss on settlement of notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

As of December 31, 2024, the Company had no Unsecured Convertible Notes, as they were exchanged for 2023 Unsecured SPA Notes, Junior Secured SPA Notes and 2024 Unsecured SPA Notes.

Junior Secured SPA Notes

Overview and Terms

The Junior Secured SPA Notes were i ssued under the Junior Secured SPA dated September 5, 2024.

These notes are secured by a second-priority lien on certain assets and bear an annual interest rate of 10 %.

Pursuant to that certain Securities Purchase Agreement dated September 5, 2024 by and between the Company and the investors party thereto (the “Junior Secured SPA”), the Company issued certain secured convertible promissory notes (the “Junior Secured SPA Notes”) .

These Junior Secured SPA Notes are secured by a second-priority lien on certain assets and bear an annual interest rate of 10 %.

Principal and interest are payable at maturity or at each conversion date.

The notes are convertible along with accrued interest into Class A Common Stock at the lesser of (a) a fixed conversion price or (b) the greater of (1) the floor price, $ 1.05 , or (2) the average VWAP of the common stock for the five previous trading days.

Junior Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of December 31, 2024 the fixed price conversion price was $ 1.16 .

These notes mature in September 2029.

The notes are

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The Junior Secured SPA Investors were given warrants (the “Junior SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the Junior Secured SPA Note funded.

convertible along with accrued interest into Class A Common Stock at the lesser of (a) a fixed conversion price or (b) the greater of (1) the floor price, $ 1.05 , or (2) the average VWAP of the common stock for the five previous trading days.

Junior Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of December 31, 2025 the fixed price conversion price was $ 1.16 or $ 5.24 for different tranches outstanding .

These notes mature on various dates through December 2030.

The original Junior S ecured SPA Investors were given warrants (the “Junior SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the Junior Secured SPA Note funded.

The Junior SPA Warrants are exercisable immediately with a term of five years .

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These warrants are subject to the same full ratchet anti-dilution price protection as the Junior Secured SPA Notes.

The Company’s Junior SPA Warrants meet the requirements for liability classification pursuant to ASC 480-10, Distinguishing Liabilities from Equity.

The Junior SPA Warrants could require cash settlement upon events that are considered outside of the control of the Company.

The Junior Secured SPA Investors were issued incremental warrants (the “Incremental Warrants”) to purchase additional Junior Secured SPA Notes up to the amounts originally funded under their original Junior Secured SPA Note commitments.

The Incremental Warrants, presented in the Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one -year term.

As of December 31, 2025, t he Company’s Junior Secured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

The Junior Secured SPA Investors were issued incremental warrants (the “Junior SPA Incremental Warrants”) to purchase additional Junior Secured SPA Notes up to the amounts originally funded under their original Junior Secured SPA Note commitments.

The Junior SPA Incremental Warrants, presented in the Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one-year term.

They allow the purchase of the respective notes at an exercise price equal to the principal amount of the notes issued to the investor, subject to full ratchet anti-dilution price protection, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, or similar transactions.

See Note 14, Fair Value of Financial Instruments for further details on the Incremental Warrants.

See Note 15, Fair Value of Financial Instruments for further details on the Junior SPA Incremental Warrants.

Amendments and Modifications

• Letter Agreements:

On January 28, 2025, the Company entered into a letter agreement (the “September Letter Agreement”) with certain Junior Secured SPA Investors.

These investors agreed not to convert outstanding notes below the initial $ 5.24 conversion price prior to the Company’s receipt of stockholder approval for the issuance of the Junior Secured SPA Notes, Junior SPA Warrants and Junior SPA Incremental Warrants.

In return, the Company agreed to issue “True-Up Shares” after approval to adjust for any pre-approval conversions, based on a formula considering accrued interest and market pricing.

The September Letter Agreement include a provision preventing the issuance of shares of common stock underlying the applicable securities if the Company's available authorized stock is insufficient.

However, the Company must deliver the shares once a sufficient number of authorized but unissued shares becomes available.

Anti-Dilution Adjustments

On December 21, 2024, the Company entered into the 2024 Unsecured SPA Notes, which triggered the full ratchet anti-dilution price protection in the Junior Secured SPA Notes and Junior Secured SPA Warrants.

On December 21, 2024, the Company entered into the 2024 Unsecured SPA (as defined below), pursuant to which the Company issued certain 2024 Unsecured SPA Notes to the purchasers party thereto, which triggered the full ratchet anti-dilution price protection in the Junior Secured SPA Notes and Junior Secured SPA Warrants.

The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 1.16 was less than the Junior Secured SPA Notes conversion and Junior Secured SPA Warrant exercise price.

During the year ended December 31, 2025, the Company entered into a dilutive transaction through the issuance of 2024 Unsecured SPA Notes upon the exercise of 2024 Unsecured SPA Incremental Warrants.

These transactions triggered the full ratchet anti-dilution provisions of the Junior Secured SPA Notes issued during the year ended December 31, 2025, but prior to the dilutive transaction.

Accordingly, as of December 31, 2025, conversion price of certain Junior Secured SPA Notes issued during the same period was $ 1.16 .

Summary of Junior Secured SPA Notes Activity

During the year ended December 31, 2024, the Company received cash proceeds, net of original issue discounts of $ 22.5 million in exchange for the issuance of the SPA Notes and incurred approximately $ 1.3 million in transaction costs.

The Company also exchanged Unsecured Convertible Notes with a principal balance of $ 7.5 million for Junior Secured SPA Notes with the same principal amount.

The Company converted debt with a principal amount $ 1.1 million into 1,046,651 shares of the Company’s Class A Common Stock.

The conversion of Junior Secured SPA Notes into Class A Common Stock resulted in a Loss on extinguishment of $ 1.4 million.

As of December 31, 2025, the fair value of the Junior Secured SPA Notes was $ 11.4 million, compared to $ 26.1 million as of December 31, 2024.

During the years ended December 31, 2025, and 2024, the Company received net cash proceeds of $ 18.0 million and $ 22.5 million, respectively, after original issue discounts, in exchange for the issuance of Junior Secured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 36.3 million and $ 1.1 million into 34,108,683 and 1,046,651 shares of Class A Common Stock, respectively.

The conversion of Junior Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 22.3 million and $ 1.4 million, for each period.

For the year ended December 31, 2025, and 2024, the Company recognized a gain of $ 10.6 million and a loss of $ 9.7 million, respectively, from the fair value remeasurement of Junior Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable,

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

2024 Unsecured SPA Notes

Overview and Terms

The 2024 Unsecured SPA Notes were issued under the Unsecured SPA Agreement dated December 21, 2024.

The 2024 Unsecured SPA Notes were issued under a securities purchase agreement (the “ 2024 Unsecured SPA ”) dated December 21, 2024, by and between the Company and the investors party thereto.

These notes bear an annual interest rate of 10 %.

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2024 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection.

These notes mature in December 2029.

The 2024 Unsecured SPA Investors were given warrants (the “2024 Unsecured SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the 2024 Unsecured SPA Notes funded.

These 2024 Unsecured SPA Notes mature on various dates through December 2030.

The original 2024 Unsecured SPA Investors were issued warrants (the “2024 Unsecured SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the 2024 Unsecured SPA Notes (defined below) purchased by such 2024 Unsecured SPA Investor.

The 2024 Unsecured SPA Warrants are exercisable immediately with a term of five years .

2024 Unsecured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the 2024 Unsecured SPA Notes .

The Company’s 2024 Unsecured SPA Warrants meet the requirements for liability classification pursuant to ASC 480-10, Distinguishing Liabilities from Equity.

The Junior SPA Warrants could require cash settlement upon events that are considered outside of the control of the Company in a manner that is not consistent with the holders of the Company’s Common Stock

The 2024 Unsecured SPA Investors were issued incremental warrants to purchase additional 2024 Unsecured SPA Notes up to the amounts originally funded under their original 2024 Unsecured SPA Note commitments.

The Incremental Warrants, presented in the Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one -year term.

As of December 31, 2025, t he Company’s 2024 Unsecured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

Th e original 2024 Unsecured SPA Investors were issued incremental warrants (the “2024 Unsecured SPA Incremental Warrants”) to purchase additional 2024 Unsecured SPA Notes up to the amounts originally funded under their original 2024 Unsecured SPA Note commitments.

Th e 2024 Unsecured SPA Incremental Warrants, presented in the Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one-year term.

See Note 14, Fair Value of Financial Instruments for further details on the Incremental Warrants.

See Note 15, Fair Value of Financial Instruments for further details on the 2024 Unsecured SPA Incremental Warrants.

Amendments and Modifications

• Letter Agreements:

On January 28, 2025, the Company entered into a letter agreement (the “December Letter Agreement”) with certain 2024 Unsecured SPA Investors, modifying terms related to their previously disclosed investment.

These investors agreed not to convert outstanding notes below the initial $ 1.16 conversion price before stockholder approval for the issuance of the 2024 Unsecured SPA Notes , 2024 Unsecured SPA Warrants and 2024 Unsecured Incremental Warrants.

The Company agreed to issue True-Up Shares post-approval using an adjustment formula.

Additionally, if a resale registration statement becomes effective, and the conversion price exceeds the prior day's closing bid price, the conversion price will be adjusted downward.

The December Letter Agreement includes a provision preventing the issuance of shares of common stock underlying the applicable securities if the Company's available authorized stock is insufficient.

However, the Company must deliver the shares once sufficient stock becomes available.

Summary of 2024 Unsecured SPA Notes Activity

As of December 31, 2025, the fair value of the 2024 Unsecured SPA Notes was $ 5.8 million, compared to $ 7.0 million as of December 31, 2024.

During the year ended December 31, 2025, the Company received net cash proceeds of $ 43.0 million, after original issue discounts, in exchange for the issuance of 2024 Unsecured SPA Notes.

During the same period, the Company converted debt with a principal amount of $ 46.9 million into 43,309,929 shares of Class A Common Stock.

The conversion of 2024 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 46.8 million, for the year ended December 31, 2025.

For the year ended December 31, 2025, the Company recognized a gain of $ 10.5 million, from the fair value remeasurement of 2024 Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

During the year ended December 31, 2024, the Company received net cash proceeds of $ 2.5 million, after original issue discounts, in exchange for the issuance of 2024 Unsecured SPA Notes, and exchanged Unsecured Convertible Notes with a principal amount of $ 7.5 million into 2024 Unsecured SPA Notes.

There were no other activity involving 2024 Unsecured SPA Notes during year ended December 31, 2024 .

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Summary of 2024 Unsecured SPA Notes Activity

During the year ended December 31, 2024, the Company received cash proceeds, net of original issue discounts of $ 2.5 million in exchange for the issuance of the SPA Notes and incurred approximately zero in transaction costs.

The Company also exchanged Unsecured Convertible Notes with a principal balance of $ 7.5 million for 2024 Unsecured SPA Notes with the same principal amount.

Notes Payable – China Other

The Notes Payable – China Other are demand notes issued in prior periods, which are unsecured and carry no interest.

These notes remain outstanding as of December 31, 2024.

2025 March Unsecured SPA Notes

Overview and Terms

The Auto Loans finance the purchase of vehicles used by the Company.

These loans are secured by the financed vehicles, bear an annual interest rate of 7 %, and mature in October 2026.

Summary of Auto Loans Activity

For the year ended December 31, 2024, the Company repaid $ 31.0 thousand of debt.

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

The 2025 March Unsecured SPA will be completed in four closings, each subject to specified closing conditions including minimum trading price and volume thresholds.

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

The 2025 March Unsecured SPA Notes mature in five years from the date of issuance and bear interest at a fixed rate of 10 % per annum.

Interest is payable on each conversion date or at maturity and may be settled in cash, shares of Class A common stock, or a combination thereof, at the Company’s election and subject to certain conditions.

In the event of a default, the interest rate increases to 18 % per annum.

The Company may redeem the notes at a premium of 10 % over the greater of (i) the value of the shares otherwise issuable upon conversion and (ii) the value of the note’s outstanding principal.

In a bankruptcy-related default, the notes are redeemable at a 25 % premium, unless waived by the holder.

The 2025 March Unsecured SPA Notes are convertible at the option of the holder into shares of the Company’s Class A common stock at an initial fixed conversion price of $ 1.29 per share, subject to customary anti-dilution adjustments and full ratchet anti-dilution price protection .

The number of shares issuable upon conversion is determined by dividing the outstanding principal and accrued interest, together with an 8 % premium, by the conversion price.

The notes also include an alternate conversion feature that permits the holder to convert at the lower of (i) the then-effective conversion price or (ii) the greater of $ 1.048 per share (the “floor price”) and the lowest VWAP of the Class A common stock during the five trading days immediately preceding the conversion notice.

If a conversion under the alternate mechanism would result in issuance below the floor price, the Company must either settle the difference in cash or increase the principal balance of the note by the shortfall amount.

The 2025 March Unsecured SPA Investors were issued warrants (the “2025 March Unsecured SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the 2025 March Unsecured SPA Notes funded, calculated using the initial conversion price of the 2025 March Unsecured SPA Notes.

The 2025 March Unsecured SPA Warrants are exercisable immediately with a term of five years .

The 2025 March Unsecured SPA Warrants are subject to a full ratchet anti-dilution price protection similar to that applicable to the 2025 March Unsecured SPA Notes .

As of December 31, 2025, t he Company’s 2025 March Unsecured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

The 2025 March Unsecured SPA Investors were issued incremental warrants (the “2025 March Unsecured SPA Incremental Warrants”) to purchase additional 2025 March Unsecured SPA Notes up to the amounts funded under their 2025 March Unsecured SPA commitments.

The 2025 March Unsecured SPA Incremental Warrants, presented in the Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a five -year term.

See Note 15, Fair Value of Financial Instruments for further details on the 2025 March Unsecured SPA Incremental Warrants.

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

See Note 13 Stockholders’ Equity for further details on the shares of Series B Preferred Stock.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Amendments and Modifications

O n May 15, 2025, the Company entered into a Waiver and Amendment Agreement (the “SPA Waiver”) with the 2025 March Unsecured SPA Investors.

The SPA Waiver modified certain registration and closing conditions provisions under the SPA, as described below.

Under the SPA Waiver, the Investors agreed that the Company is required to register for resale on the initial registration statement (the “Initial Registration Statement”) only the shares of Class A common stock issuable upon conversion of the 2025 March Unsecured SPA Notes issued at the first closing.

The Company is not required to register on the Initial Registration Statement any shares issuable upon exercise of the 2025 March Unsecured SPA Warrants or 2025 March Unsecured SPA Incremental Warrants or securities issued in subsequent closings.

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

Under the original terms of the 2025 March Unsecured SPA, if the conditions to a subsequent closing were not satisfied by the scheduled closing date, the closing could be delayed for up to twenty ( 20 ) business days.

Pursuant to the SPA Waiver, the SPA was amended to provide that if, during such 20 -business-day deferral period, the closing price of the Company’s Class A common stock is below $ 1.00 , the applicable subsequent closing shall instead occur within twenty ( 20 ) business days following the first trading day on which the closing price equals or exceeds $ 1.00 .

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

Note Conversion and exercise price re-set

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

As a result, the fixed conversion price and warrant exercise price of the 2025 March Unsecured SPA instruments re-set to $ 1.22 and $ 1.464 , respectively.

Anti-Dilution Adjustments

During the year ended December 31, 2025, the Company entered into dilutive sale and purchase transactions, through the issuance of 2024 Unsecured SPA Notes upon the exercise of 2024 Unsecured SPA Incremental Warrants.

These transactions triggered the full ratchet anti-dilution price protection for 2025 March Unsecured SPA Notes and related warrants issued prior to the triggering transactions.

Accordingly, as of December 31, 2025, the conversion prices of the outstanding 2025 March Unsecured SPA Notes ranged from $ 1.16 to $ 1.22 , and the exercise price of the related 2025 March Unsecured SPA Notes Warrants ranged from $ 1.392 to $ 1.464 , depending on whether the applicable tranche was subject to the anti-dilution adjustment.

Summary of 2025 March Unsecured SPA Notes Activity

As of December 31, 2025, the fair value of the outstanding 2025 March Unsecured SPA Notes, was approximately $ 2.1 million compared to zero as of December 31, 2024.

During the year ended December 31, 2025, the Company received net cash proceeds of $ 34.8 million, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes.

During the same period, the Company converted debt with a principal amount of $ 29.3 million into 28,551,267 shares of Class A Common Stock.

The conversion of 2025 March Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 26.7 million.

For the year ended December 31, 2025, the Company recognized a gain of $ 2.9 million from the fair value remeasurement of 2025 March Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

There were no transactions involving 2025 March Unsecured SPA Notes during year ended December 31, 2024 as the 2025 March Unsecured SPA Notes had not yet been issued.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

2025 July Unsecured SPA Notes

Overview and Terms

On July 14, 2025, the Company entered into a securities purchase agreement (the “2025 July Unsecured SPA”) with certain accredited investors (collectively, the “2025 July Unsecured SPA Investors”), pursuant to which the Company agreed to issue and sell an aggregate of $ 82.0 million in principal amount of senior unsecured convertible promissory notes (the “2025 July Unsecured SPA Notes”).

The 2025 July Unsecured SPA will be completed in two closings, each subject to specified closing conditions including minimum trading price and volume thresholds.

The 2025 July Unsecured SPA Notes mature five years from the date of issuance and bear interest at a fixed rate of 10 % per annum.

In the event of a default, the interest rate increases to 18 % per annum.

The Company may redeem the notes at a premium of 10 % over the greater of (i) the value of the shares otherwise issuable upon conversion and (ii) the value of the note’s outstanding principal.

In a bankruptcy-related default, the notes are redeemable at a 25 % premium, unless waived by the holder.

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

The number of shares issuable upon conversion is determined by dividing the outstanding principal and accrued interest, together with an 8 % premium, by the conversion price.

The 2025 July Unsecured SPA Investors were issued warrants (the “2025 July Unsecured SPA Warrants”) equal to 33 % of the shares issuable upon conversion of the aggregate principal amount under the 2025 July Unsecured SPA Notes funded.

The 2025 July Unsecured SPA Warrants are exercisable immediately with a term of five years .

The 2025 July Unsecured SPA Warra nts are subject to a full ratchet anti-dilution price protection similar to that applicable to the 2025 July Unsecured SPA Notes.

As of December 31, 2025, the Company’s 2025 July Unsecured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

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

See Note 13 Stockholders’ Equity for further details on the shares of Series B Preferred Stock.

Amendments and Modifications

On August 21, 2025, the Company and the required purchasers under the 2025 July Unsecured SPA entered into an amendment to the 2025 July Unsecured SPA .

Pursuant to the amendment, the aggregate Note Commitment Amount under the 2025 July Unsecured SPA was increased from $ 82.0 million to $ 83.5 million, and the Commitment Annex to the 2025 July Unsecured SPA was amended and restated in its entirety to reflect such increase.

Note Conversion and exercise price re-set

Pursuant to the terms of the 2025 July Unsecured SPA Notes, on September 19, 2025, the fixed conversion price of the 2025 July Unsecured SPA Notes and the exercise price of the related common stock warrants were reset to 100 % and 120 %, respectively, of the closing price of the Company’s Class A common stock on the trading day immediately prior to the receipt of stockholder approval for the related private placement.

As a result, as of December 31, 2025, the fixed conversion price and warrant exercise price of the 2025 July Unsecured SPA instruments were $ 1.68 and $ 2.02 , respectively.

This reset did not trigger any price-based anti-dilution provisions of other outstanding convertible instruments.

Summary of 2025 July Unsecured SPA Notes Activity

As of December 31, 2025, the fair value of the outstanding 2025 July Unsecured SPA Notes, was approximately $ 26.8 million compared to zero as of December 31, 2024.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

During the year ended December 31, 2025, the Company received net cash proceeds of $ 39.2 million, after original issue discounts, in exchange for the issuance of 2025 July Unsecured SPA Notes.

For the year ended December 31, 2025, the Company recognized a gain of $ 10.2 million from the fair value remeasurement of 2025 July Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

There were no transactions involving 2025 July Unsecured SPA Notes during year ended December 31, 2024 as the 2025 July Unsecured SPA Notes had not yet been issued.

2025 Convertible Note - AIXC

On April 28, 2025, AIXC entered into a Secured Convertible Note (the “2025 Convertible Note - AIXC”) with Alpha Capital Anstalt (“Alpha”, or “Holder”), pursuant to which AIXC issued to Alpha a non-interest-bearing note with a principal of approximately $ 0.3 million, and an original issue discount (“OID”) of 20 %, in exchange for approximately $ 0.2 million cash, net of immaterial issuance costs.

The Note is convertible at any time at Alpha’s option, into shares of the AIXC’s common stock at a price equal to $ 2.25 per share (the “Conversion Price”), subject to customary adjustments.

The Convertible Note bears no stated interest, and is due on January 28, 2026 (the “Maturity Date”).

On June 4, 2025 AIXC repaid approximately $ 0.1 million in principal at the request of Alpha.

The Company concluded that the 2025 Convertible Note - AIXC did not contain a substantial premium and therefore elected to account for the instrument under the fair value option in accordance with ASC 825-10-15-4.

As of December 31, 2025 the fair value of the 2025 Convertible Note - AIXC was $ 0.1 million.

Prior to the acquisition, any gains or losses resulting from the remeasurement of this instrument to fair value were recognized in AIXC’s standalone statements of operations.

AIXC recognized a gain of $ 0.2 million from the fair value remeasurement of the 2025 Convertible Note - AIXC between the acquisition and December 31, 2025.

Promissory Notes - AIXC

During the year ended December 31, 2025 AIXC issued short-term notes (the “Promissory Notes - AIXC”).

The Notes mature six months from their respective funding dates, bear no stated interest, and are repayable at 30 % premium upon repayment.

The premium is accreted to the carrying amount over their term using the effective interest method, with the offsetting impact recognized as interest expense.

Subsequent to the acquisition and prior to December 31, 2025, the Promissory Notes – AIXC were repaid in full for $ 3.3 million in cash.

During the period prior to repayment, AIXC recognized approximately $ 0.4 million of interest expense related to the accretion of the premium using the effective interest method.

Related Party Transactions

The Company has entered into notes payable agreements with related parties.

The Company receives funding via notes payable from various parties, including related parties.

These related parties include employees as well as affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s founder and Chief Product and User Ecosystem Officer.

The Company receives funding through notes payable from various parties, including related parties.

These related parties include employees, affiliates of employees, affiliates, and other companies controlled or previously controlled by one of the Company’s Global Co-CEOs, Mr.

Effective August 13, 2025, during the pendency of the SEC investigation, Mr.

Jia was temporarily excluded from oversight of the finance, legal, accounting, and public reporting functions .

The tables below summarize the related party note payable agreements as of December 31, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, and net carrying values.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

December 31, 2025

2 unchanged sentences

Rates Net Carrying

Unsecured Convertible Note April 2024 (1)

4.27 % $ 1,364

Notes Payable — China April 2027 18.0 % (1)

Notes Payable on Demand — China Due on Demand — % 429

FFGP Note Various 2024 (1)

Convertible FFGP Note 'May 2024 (1)

Other Notes Due on Demand 12.0 % 75

2 unchanged sentences

_______________

(1) The term was extended upon receipt of waivers of enforcement rights and remedies under the loan agreements, as described below, with the expected settlement in 2025.

(1) The restructured loan bears no stated interest, and the repayment schedule requires fixed installment payments through the contractual maturity date.

If the Company fails to comply with the payment schedule, interest at a rate of 18.0 % would be retroactively applied to the unpaid balance.

During the term of the revised loan, the Company was not in default with respect to the payment schedule, and no contingent interest has been recorded as of December 31, 2025.

December 31, 2024

2 unchanged sentences

Rates Net Carrying Value

2023 Unsecured SPA Notes August 2029 10 % - 15 % $ 542

Notes Payable — China December 2023 18.0 % 5,103

2023 Unsecured Convertible Note April 2024 (1)

4.27 % $ 1,364

Notes Payable — China April 2027 18.0 % 4,382

Notes Payable on Demand — China Due on Demand — % 417

FFGP Note Various (1)

Convertible FFGP Note May 2024 (1)

Other Notes Due on demand 12.00 % 75

Related party notes payable, current $ 5,310

Related party notes payable, long-term $ 2,754

_______________

(1) The term was extended upon receipt of waivers of enforcement rights and remedies under the loan agreements and was subsequently settled in 2025, as described below.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Roll Forward of Related Party Debt by Transaction Type

The following table presents a roll forward of the Company’s notes payable balances from December 31, 2024 to December 31, 2025 with related parties.

It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.

Categories of Related Party Debt

(in thousands) March 2025 Unsecured SPA Notes Unsecured Convertible Note Notes Payable — China Notes Payable on Demand — China Convertible FFGP Note FFGP Note Other Notes Total

Balance as of December 31, 2024 (a) $ — $ 1,364 $ 4,382 $ 417 $ 250 $ 1,576 $ 75 $ 8,064

New Issuances (b) 1,435 470 — — — — — 1,905

Repayment of Debt (c) — — ( 714 ) — ( 250 ) ( 1,576 ) — ( 2,540 )

Conversion of Debt to Equity (d) ( 1,837 ) ( 727 ) — — — — — ( 2,564 )

Fair Value Adjustments of Debt (e) ( 49 ) ( 656 ) — — — — — ( 705 )

Reclassification of Debt Between Debt Categories (f) 451 ( 451 ) — — — — — —

Other Adjustments (g) — — 107 12 — — — 119

Balance as of December 31, 2025 (h) $ — $ — $ 3,775 $ 429 $ — $ — $ 75 $ 4,279

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts.

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 2,826 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

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

(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions.

These adjustments are presented as a component of 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' in the Consolidated Statements of Operations.

Line item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 189 thousand, which are separately identifiable from the fair value adjustments noted above.

(f) Transfers of amounts between debt categories, such as from secured to unsecured classifications.

(g) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

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

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The following table presents a roll forward of the Company’s Related party notes payable balances from December 31, 2023 to December 31, 2024.

Categories of Related Party Debt

(in thousands) 2023 Unsecured Convertible Note Unsecured SPA Notes Notes Payable — China Notes Payable on Demand — China Convertible FFGP Note FFGP Note Other Notes Total

Balance as of December 31, 2023 (a) $ 542 $ — $ 3,789 $ 5,103 $ — $ 326 $ — $ 9,760

New Issuances (b) — 1,499 — — 250 1,250 75 3,074

Repayment of Debt, including periodic interest on debt carried at fair value (c) — — ( 125 ) — — — — ( 125 )

Conversion of Debt to Equity (d) ( 435 ) — — — — — — ( 435 )

Fair Value Adjustments of Debt (e) ( 107 ) ( 135 ) — — — — — ( 242 )

Other Adjustments (f) — — 718 ( 4,686 ) — — — ( 3,968 )

Balance as of December 31, 2024 (g) $ — $ 1,364 $ 4,382 $ 417 $ 250 $ 1,576 $ 75 $ 8,064

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023".

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts.

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 1 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

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

(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions.

These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and call option derivatives in the Consolidated Statements of Operations.

(f) Miscellaneous changes not captured in other columns, such as currency adjustments.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.

Schedule of Principal Maturities of Related Party Notes Payable

1 unchanged sentence

(in thousands)

Years Ending December 31, Amount

Due on demand $ 1,448

The Company has issued various financing arrangements with related parties, categorized as follows:

(i) 2023 Unsecured SPA Notes ;

(ii) Unsecured Convertible Note ;

(iii) Notes Payable — China ;

(iv) Notes Payable on Demand — China ;

(v) FFGP Note ;

and (vi) Convertible FFGP Note .

2023 Unsecured SPA Notes

The Company has entered into various financing arrangements with related parties, categorized as follows:

(i) 2023 Unsecured Convertible Note ;

(ii) Unsecured Convertible Notes ;

(iii) 2025 March Unsecured SPA Notes;

(iv) Notes Payable — China ;

(v) Notes Payable on Demand — China ;

(vi) FFGP Note ;

and (vii) Convertible FFGP Note .

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

2023 Unsecured Convertible Note

In May 2023, June 2023, and October 2023, the Company issued unsecured convertible notes to MHL, a related party, under the 2023 Unsecured SPA Notes as the anchor investor.

(For information on the terms of this note, see Note 8, Notes Payable 2023 Unsecured SPA Notes issued to third-parties.)

The Company elected the fair value o ption under ASC 825, Financial Instruments , for the 2023 Unsecured SPA Notes because the notes include features such as a contingently exercisable put option, which meets the definition of an embedded derivative.

Transaction costs were expensed under “Change in fair value of related party notes payable and related party warrant liabilities” in the Consolidated Statements of Operations and Comprehensive Loss.

MHL converted $ 0.7 million and $ 22.3 million of gross principal balances in exchange for 33,107 and 125,267 Class A Common Stock shares during years ended December 31, 2024, and 2023, respectively.

During the years ended December 31, 2024, and 2023, the Company recognized losses of $ 0.2 million and $ 20.0 million on the settlement (conversion) of related party notes payable into shares of Class A Common stock and losses of $ 0.1 million and $ 5.9 million , due to fair value adjustments under ASC 825.

As of December 31, 2024, there were no related party notes payable outstanding pursuant to the 2023 Unsecured SPA Notes, compared to $ 0.5 million as of December 31, 2023 .

Unsecured Convertible Note

The Company elected the fair value option under ASC 825, Financial Instruments , for the 2023 Unsecured SPA Notes because the notes include features such as a contingently exercisable put option, which meets the definition of an embedded derivative.

Summary of Activity

As of December 31, 2025 and December 31, 2024, there were no outstanding related party 2023 Unsecured SPA Notes.

There was no related party activity related to the 2023 Unsecured SPA Notes during the years ended December 31, 2025 and 2024.

During the year ended December 31, 2024, the Company converted related party debt with a principal amount of $ 0.7 million into 33,107 shares of Class A Common Stock.

The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 0.2 million.

For the year ended December 31, 2024, the Company recognized a gain of $ 0.1 million from the fair value remeasurement of 2023 Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

Unsecured Convertible Notes

In January 2024, the Company issued an unsecured convertible note to MHL, a related party, in a principal amount of $ 1.5 million.

The note was due three months from the date of issuance ( April 2024 ), accrues interest at an annual rate of 4.27 % per annum, and is convertible at the option of the holder into either Class A Common Stock or into a 2023 Unsecured SPA Note.

If conversion into Class A Common Stock was elected, the conversion price would be based on the latest closing price of the Company’s Class A Common Stock on the conversion date.

In April 2024 , the note entered default due to non-payment upon maturity.

Subsequent to the reporting date but prior to the issuance of this Form 10-K for the year ended December 31, 2024 , MHL fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement.

As a result, the note was no longer considered in default as of December 31, 2024.

The Company settled the note subsequent to December 31, 2024, as described in Note 17, Subsequent Events .

The Company elected to apply the fair value option under ASC 825, Financial Instruments , for this note, based on its expectation that the note will be exchanged into SPA Portfolio Notes pursuant to the holder’s conversion rights.

The note was due three months from the date of issuance ( April 2024 ), accrued interest at an annual rate of 4.27 % per annum, and was convertible at the option of the holder into either Class A Common Stock or into a 2023 Unsecured Convertible Note .

In February 2025, MHL converted the outstanding debt with a principal balance of $ 1.5 million into 1,352,767 shares of Class A Common Stock.

The conversion of the Unsecured Convertible Notes into Class A Common Stock resulted in a loss on extinguishment of $ 1.2 million which was recorded in Loss on settlement of related party notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

In March 2025, the Company issued an unsecured convertible note to MHL, in a principal amount of $ 1.5 million.

The note was due three months from the date of issuance, accrued interest at an annual rate of 4.27 % per annum, and was convertible at the option of the holder into either Class A Common Stock or into unsecured convertible notes issued subsequently pursuant to a securities purchase agreement.

If conversion into Class A Common Stock is elected, the conversion price would be based on the latest closing price of the Company’s Class A Common Stock on the conversion date.

If settlement in a subsequent Securities Purchase Agreement is elected, the new note would be issued with a 15 % original issue discount.

In April 2025, MHL exchanged the Unsecured Convertible Notes into 2025 March Unsecured SPA Notes .

The Company elected to apply the fair value option under ASC 825, Financial Instruments , for these notes, based on its expectation that the notes would be exchanged into SPA Portfolio Notes pursuant to the holder’s conversion rights.

SPA Portfolio Notes include features such as a contingently exercisable put option, which meet the definition of an embedded derivative under applicable accounting standards.

For the year ended December 31, 2024 the Company recognized a gain in the amount of and $ 0.1 millions in Change in fair value of related party notes payable and related party warrant liabilities within the Consolidated Statements of Operations and Comprehensive Loss.

This gain reflects the adjustment to the note’s fair value during the reporting period.

As of December 31, 2025, the fair value of the Unsecured Convertible Notes was zero , compared to $ 1.4 million as of December 31, 2024

For the years ended December 31, 2025 and 2024, the Company recognized a gain of $ 0.7 million and $ 0.1 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

2025 March Unsecured SPA Notes

Investors in the 2025 March Unsecured SPA Notes include related parties.

(For information on the terms of these notes, see Note 8, Notes Payable 2025 March Unsecured SPA Notes issued to third-parties.)

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Summary of Activity

The re were no outstanding 2025 March Unsecured SPA Notes to related party investors as of December 31, 2025 or December 31, 2024.

During the year ended December 31, 2025, the Company received net cash proceeds of $ 3.2 million, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes to related party investors.

During the same period, the Company converted debt with a principal amount of $ 5.0 million into 4,973,799 shares of Class A Common Stock, respectively.

The conversion of 2025 March Unsecured SPA Notes to related party investors, into Class A Common Stock resulted in a loss on extinguishment of $ 3.9 million, for the period, which was recorded in Loss on settlement of related party notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

For the year ended December 31, 2025, the Company recognized an immaterial gain from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss.

There was no related party activity related to the 2025 March Unsecured SPA Notes during the year ended December 31, 2024 as the 2025 March Unsecured SPA Notes had not yet been issued.

Notes Payable — China

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Per the terms of the 2022 agreement, in the event of a default at maturity all outstanding interest and penalties since the inception of the original agreement reverted to Chongqing and the discounted principal balance returned to the full unpaid amount.

As a result, the Company recognized a loss of $ 14.1 million shown as component of Loss on settlement of related party notes payable in the Consolidated Statements of Operations and Comprehensive Loss.

In December 2024, the Company repaid $ 0.1 million an d entered into supplementary agreements with Chongqing, further restructuring its outstanding debt.

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The agreements maintain an 18.0 % stated interest rate for the debt and establish a payment plan for periodic principal and interest payments until the revised maturity date of April 2027 .

The Company accounted for the restructuring as a troubled debt restructuring under ASC 470-60, Debt – Troubled Debt Restructurings by Debtors .

The Company accounted for the restructuring as a troubled debt restructuring under ASC 470-60, Debt – Troubled Debt Restructurings by Debto rs .

The restructuring did not result in debt extinguishment for accounting purposes, as the modified terms were not deemed substantially different under ASC 470.

As a result of the restructuring, the Company recognized a gain of $ 0.7 million in additional paid-in capital, reflecting the related party nature of the transaction.

Following the restructuring and subsequent principal payments, the Company's Notes Payable—China is in good standing as of December 31, 2025.

Summary of Activity

As of December 31, 2025, the principal value of this note payable was $ 3.8 million, compared to $ 4.4 million as of December 31, 2024.

As of December 31, 2024 and 2023 , the Company had accrued but unpaid interest and penalties of $ 23.1 million and $ 0.7 million recorded in Related party accrued interest on the Consolidated Balance Sheets.

As of December 31, 2025 and December 31, 2024, the Company had accrued but unpaid interest and penalties of $ 19.9 million and $ 23.1 million recorded in Related party accrued interest on the Consolidated Balance Sheets.

During the year ended December 31, 2025, the Company continued to make payments under the December 2024 Supplemental Agreements described above, repaying $ 0.7 million of the restructured principal balance.

Principal repayments resulted in a proportionate reduction of accrued interest and penalties owed to Chongqing, and the Company recognized a gain of $ 3.8 million in additional paid-in capital reflecting the related party nature of the transaction .

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Notes Payable on Demand — China

The Comp any's notes payable with investors based in China (“Notes Payable on Demand — China ”) bear a zero percent interest rate.

The outstanding balance as of December 31, 2024, and 2023 , was $ 0.4 million and $ 3.8 million, respectively.

During the year ended December 31, 2024, the Company converted $ 3.4 million of these notes to Related party accrued expenses and other current liabilities.

This conversion was undertaken to streamline the Consolidated Balance Sheets by reclassifying the liability to better reflect its underlying nature, align with agreements with related parties, and enhance clarity regarding the Company’s liquidity and operational obligations.

The outstanding balance as of December 31, 2025 and December 31, 2024, was $ 0.4 million and $ 0.4 million, respectively.

In November 2023 and January 2024, the Company issued unsecured promissory notes to FFGP Investment Holding I, LLC (“FFGP”), a related party, in an aggregate principal amount of $ 1.6 million.

These notes, referred to as the “FFGP Note”, was due three months from their respective dates of issuance and accrued interest at either 4.27 % or 5.27 %.

In April 2024, the note entered default due to non-payment upon maturity.

Subsequent to the reporting date but prior to the issuance of this Form 10-K for the year ended December 31, 2024 , FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement.

As a result, the FFGP Note is in good standing as of December 31, 2024.

The carrying values of the FFGP Note were $ 1.6 million and $ 0.3 million as of December 31, 2024, and 2023, respectively.

These notes, referred to as the “FFGP Note”, were due three months from their respective dates of issuance and accrued interest at either 4.27 % or 5.27 %.

FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement.

During the year ended December 31, 2025, the Company repaid 1.6 million.

The carrying values of the FFGP Note were zero and $ 1.6 million as of December 31, 2025 and December 31, 2024, respectively.

Convertible FFGP Note

In February 2024, th e Company and FFGP entered into an unsecured convertible note in the amount of $ 0.3 million.

In February 2024, th e Company and FFGP entered into an unsecured convertible note in the principal amount of $ 0.3 million.

The note referred to as the “ Convertible FFGP Note”, has a maturity date of May 2024 accrued interest at a rate of 4.27 % per annum, and is convertible into the Company’s Class A Common Stock at the holder’s option.

The conversion price is the latest closing price of the Company’s Class A Common Stock on the conversion date.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

In May 2024, the note entered default due to non-payment upon maturity.

As a result, the Convertible FFGP Note is in good standing as of December 31, 2024.

The carrying value of the Convertible FFGP Note was $ 0.3 million as of December 31, 2024.

FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement.

During the year ended December 31, 2025, the Company repaid $ 0.3 million.

The carrying value of the Convertible FFGP Note was zero and $ 0.3 million as of December 31, 2025 and December 31, 2024, respectively.

Related Party Accounts Payable, Accrued Liabilities and Other Significant Transactions

The Company engages in various related party transactions that do not involve notes payable, including property leases, consulting services, advertising services, and other financial arrangements with entities affiliated with its founder, key executives, and their family members.

This section excludes related party notes, which are discussed separately, and focuses on summarizing the nature, terms, and financial impacts of these non-debt-related transactions as of December 31, 2024, and 2023, including payments, outstanding balances, and other key details.

X-Butler previously known as Warm Time Inc.

(“Warm Time”) and Ocean View Drive Inc.

(“Ocean View”) Transactions

The Company l eased two real properties, located in Rancho Palos Verdes, California (the “Rancho Palos Verdes Properties”), from X-Butler from January 1, 2018, through March 31, 2022.

X-Butler in turn leased the Rancho Palos Verdes Properties from Yueting Jia, the Company’s founder and Chief Product and Ecosystem Officer.

The Rancho Palos Verdes Properties were used by the Company to provide long-term or temporary housing to employees of the Company (including a former Global CEO).

According to the agreement between the parties, the Company paid X-Butler for rent and certain services, including catering, room services and organization of meetings, external gatherings and events, for the Rancho Palos Verdes Properties.

For the years ended December 31, 2024, and 2023, the Company paid to X-Butler $ 0.1 million and $ 0.1 million, respectively, for rent and business development services rendered to the Company and its executives.

The Company has recorded approximately $ 0.3 million and $ 0.1 million in Accounts Payable as of December 31, 2024, and 2023, respectively.

On February 9, 2023, the Company made a payment of approximately $ 0.2 million on behalf of Ocean View, an indemnified co-defendant, in connection with a seizure of funds related to the outstanding judgment in ongoing litigation, also involving Han’s San Jose Hospitality, LLC.

Ocean View fulfilled its payment obligation under the settlement arrangement of such litigation, but the Company did not make its payment on the outstanding judgment which caused such seizure of funds of Ocean View.

The Company enters into various related party transactions that do not involve notes payable, such as property leases, consulting services, advertising services, and other financial arrangements with entities affiliated with its founder, key executives, or their family members.

This section specifically excludes related party notes payable, which are discussed in a separate section above, and instead focuses on summarizing the nature, terms, and financial impact of these non-debt transactions, including payments made, outstanding balances, and other pertinent details.

FF Global Transactions and Consulting Services

FF Global is considered a related party because it exercises significant control over our Board of Directors.

Additionally, the Company maintains several key financial and service agreements with FF Global.

On July 30, 2022, the Company entered into a preliminary term sheet (the “Preliminary Term Sheet”) with FF Top, a subsidiary of FF Global, setting out a summary of the preliminary terms and conditions for FF Top’s assistance in arranging a proposed convertible term loan facility to the Company.

In connection with the Preliminary Term Sheet, the Company agreed to reimburse FF Top for its reasonable and documented out-of-pocket legal and diligence fees and expenses incurred in connection with such financing efforts up to a $ 0.3 million cap (the “Original Cap”).

On January 31, 2023, the Company entered into a supplemental agreement to a preliminary term sheet (the “Term Sheet” and with such supplemental agreement, the “Supplemental Agreement”) with FF Global, pursuant to which the parties agreed, due to the high amount of FF Global’s out-of-pocket legal fees and expenses incurred in connection with its financing efforts, to amend the Term Sheet to increase the cap for legal fees and expenses from $ 0.3 million to $ 0.7 million.

In early February 2023, FF Global requested from the Company a legal expense reimbursement of $ 6.5 million for costs incurred related to the governance changes at the Company, which has not been approved by the Board.

FF Global may in the future continue to request additional expense reimbursements and indemnification from the Company.

On March 6, 2023, the Company entered into a consulting service agreement with an effective date of February 1, 2023 with FF Global (the “Consulting Services Agreement”), according to which the Company agreed to pay a monthly consulting fee of $ 0.2 million to FF Global for the following services:

• Assistance in developing its funding strategy.

• Assistance in developing its value return and management strategy.

• Consultation on and integration of stockholder relations and stockholder resources.

• Supporting communications regarding stockholders meetings.

FF Global Partners LLC (“FFGP”) is an affiliate of the Company’s founder and Global Co-CEO, Mr.

Yueting Jia, and has historically exerted significant influence over the Company’s governance.

Effective August 13, 2025, during the pendency of the SEC investigation, Mr.

Jia was temporarily excluded from oversight of the finance, legal, accounting, and public reporting functions.

The Company entered into a Consulting Services Agreement with FFGP effective February 1, 2023, under which FFGP provided strategic and operational advisory services for a monthly fee of $ 200,000 .

The agreement automatically renewed on March 6, 2024, for an additional 12-month term and permitted reimbursement of certain documented out-of-pocket expenses, subject to specified limits.

The Company terminated the agreement effective March 23, 2025, in connection with entering into a new consulting arrangement with FFGP.

During 2025, the Company and FFGP amended their consulting agreement.

As revised, the agreement provides for a fixed monthly consulting fee of $ 100,000 and includes a quarterly bonus opportunity of up to $ 1.0 million.

Any bonus is contingent on FFGP’s performance and is subject to the sole discretion of the Company’s Board of Directors.

The Board is responsible for determining whether any performance objectives have been met and whether a bonus award is warranted.

The agreement does not specify quantitative performance targets but allows the Board to consider overall contributions to business strategy, operational execution, and organizational planning.

For the year ended December 31, 2025, the Company paid approximately $ 7.5 million to FFGP, including a $ 2.0 million bonus payment to FFGP in September 2025 and $ 1.7 million to repay two loans payable to FFGP (see FFGP Note and Convertible FFGP Note, above for details).

As of December 31, 2025 and December 31, 2024, the Company recorded a related party liability within accounts payable $ 0.1 million and $ 2.0 million, respectively, related to consulting services provided by FFGP.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

• Developing existing stockholder financing strategy, including with respect to retail investors and others.

• Assistance in risk management strategy.

• Assistance in capability build up and operation strategy.

The Consulting Services Agreement has an initial term of 12 months and automatically renews for successive 12 months periods unless earlier terminated in accordance with the terms thereof.

Effective March 6, 2024, the Consulting Agreement renewed automatically.

Either party may terminate the Consulting Services Agreement upon one month prior written notice to the other party.

Upon any termination of the Consulting Services Agreement, the Company shall promptly pay FF Global any accrued but unpaid fees hereunder and shall reimburse FF Global for any unreimbursed expenses that are reimbursable thereunder.

In addition, FF Global is entitled to reimbursement for all reasonable and documented out-of-pocket travel, legal, and other out-of-pocket expenses incurred in connection with their services, which expenses shall not exceed $ 0.1 million without the prior written consent of the Company.

The Compan y paid $ 1.0 million and $ 1.8 million to F F Global during the years ended December 31, 2024, and 2023, respectively, pursuant to the Consulting Services Agreement.

As of December 31, 2024, and 2023, the Company h as $ 2.0 million and $ 0.6 million, re spectively of amounts payable owed to FF Global recorded in Accounts payable and Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Common Units of FF Global

During 2022, certain executives and employees of the Company were granted the opportunity to subscribe to 600,000 common units of FF Global.

The subscription price of $ 20.00 per common unit(original price, pre reverse stock splits), payable by the executives and employees of the Company, was financed through non-recourse loans issued by FF Global payable in equal annual installments over ten years .

The common units to be purchased with a non-recourse loan are required to be treated for accounting purposes as stock options granted by FF Global to executives and employees of the Legacy FF.

The awards were valued using the Black-Scholes option pricing model.

The grant date fair value of the units purchased through non-recourse loans was immaterial for the years ended December 31, 2024, and 2023.

In early 2023, FFGP submitted a reimbursement request for approximately $ 6.5 million of legal expenses related to governance matters.

The Board did not approve the request, and accordingly no liability has been recorded.

The matter remains unresolved as of December 31, 2025.

The new consulting agreement did not modify, settle, or otherwise address this prior reimbursement claim.

Advertising Services Payable to Leshi Information Technology Co., Ltd

The Company has recorded a payable to LeTV within Related party accrued expenses and other current liabilities in the amount of $ 7.7 million and $ 7.5 million as of December 31, 2024 and December 31, 2023, respectively, in connection with advertising services provided to the Company in prior years.

LeTV is a Shanghai Stock Exchange-listed public company founded and controlled by Mr.

Yueting Jia, the Company’s founder and Chief Product and User Ecosystem Officer.

During the year ended December 31, 2024, the Company entered into several related party transactions with Grow Fandor Inc.

The Company has recorded a related party payable to Leshi Information Technology Co., Ltd.

within Related party accrued expenses and other current liabilities in the amount of $ 8.5 million and $ 7.7 million, respectively as of December 31, 2025 and December 31, 2024, in connection with advertising services provided to the Company in prior years.

Leshi Information Technology Co., Ltd.

is affiliated with LeTV is a Shanghai Stock Exchange-listed public company founded and controlled by Mr.

Yueting Jia, the Company’s founder and Global Co-CEO.

Activity related to this payable during the year ended December 31, 2025 consisted of $ 0.6 million in accrued interest and penalties.

The remaining change in the balance is attributable to foreign currency translation.

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

The Company has recorded a related-party payable to Lerongzhixin Electronic Technology (Tianjin) Co., Ltd.

(“Lerongzhixin”) within Related party accrued expenses and other current liabilities in the amount of $ 3.1 million and $ 3.0 million, respectively, as of December 31, 2025 and December 31, 2024, in connection with technology-transfer and R&D services provided to the Company’s subsidiary LeAutolink Intelligent Technology (Beijing) Co., Ltd.

(“LeAutolink”) under a Technology Transfer Agreement.

Under this agreement, Lerongzhixin provided technical know-how and deliverables covering product and circuit design, software and databases, test/inspection reports and experimental data, prototypes and tooling, and related documentation and patents.

Lerongzhixin and LeAutolink are entities affiliated with Mr.

Yueting Jia and are therefore presented as related parties.

There was no activity related to this payable during the year ended December 31, 2025, other than changes attributable to foreign currency translation.

During 2024 and 2025, the Company entered into several related party transactions with Grow Fandor Inc.

(“Grow Fandor”).

Grow Fandor is considered a related party because it is significantly influenced by Mr.

Yueting Jia, who has a financial and operational interest in the entity.

Below are summarized the Company's transactions with Grow Fandor and the related accounting treatment:

Yueting Jia, the Company’s Global Co-CEO, who has a financial and operational interest in the entity.

Grow Fandor was co-founded by Mr.

Jerry Wang, who currently serves as Global President of the Company and is a significant shareholder in Grow Fandor.

Below is a summary of the Company’s transactions with Grow Fandor and the related accounting treatment:

• Promissory Note:

In September 2024, the Company executed a promissory note with Grow Fandor in the amount of $ 75,000 .

In September 2024, the Company executed a promissory note with Grow Fandor in the principal amount of $ 75,000 .

This note has been classified as “Other Notes” in table above that the summarizes the related party note payable agreements as of December 31, 2025.

• Share Donation:

In October 2024, the Company received a donation of 15,000,000 shares of Class B Common Stock of Grow Fandor from Yueting Jia, which represents an approximately 10 % ownership interest.

Because Grow Fandor is in the preliminary stages of development and has not begun commercial operations, management concluded that the shares do not currently have value within the financial statements.

In October 2024, the Company received a donation of 15,000,000 shares of Class B Common Stock of Grow Fandor from Mr.

Yueting Jia, which represents an approximately 10 % ownership interest.

Because Grow Fandor is in the preliminary stages of development and significant independent capital has not been raised, management concluded that the shares do not currently have value within the financial statements.

• Trademark License Agreement:

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(1) a royalty fee, payable quarterly, calculated as the greater of:

(a) 50 % of the annual net profit from FF and FX ecosystem products, and (b) 5 % of net sales revenue from all relevant brand ecosystem products, payable quarterly (whichever amount is higher will be the final royalty fee for that year);

(a) 50 % of the annual net profit from FF and FX ecosystem products, and (b) 5 % of net sales revenue from all relevant brand ecosystem products;

and (2) a $ 250,000 annual base license fee.

Grow Fandor paid the initial annual license fee, subsequent annual license fees will be payable within 30 days after each contract year.

The Company recorded the initial license fee as a capital contribution due to the related party nature of the relationship with Grow Fandor and Yueting Jia’s public statements that the relationship is designed to provide incremental capital to the Company.

Grow Fandor paid the initial annual license fee.

Subsequent annual license fees will be payable within 30 days after each contract year.

The Company recorded the initial license fee as a capital contribution due to the related party nature of the relationship with Grow Fandor and Mr.

Yueting Jia’s public statements that the relationship is designed to provide incremental capital to the Company.

In 2025, such license fee was paid in kind in exchange for marketing materials.

• Sub-lease Agreement:

Effective June 2025, the Company entered into a sublease agreement with Grow Fandor, for approximately 3,000 square feet of office space at our corporate office location.

The term of the sublease is ten months, ending March 31, 2026.

Monthly base rent is $ 4,500 , with an additional $ 3,000 per month for Grow Fandor’s share of Common Area Operating Expenses, which may be deferred and accrue interest at 5 % annually.

The premises will be used for storage of apparel for e-commerce, office use, and video recording/streaming.

Grow Fandor has

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

evacuated the premises as of December 31, 2025 and the Company is in negotiations to resolve the outstanding balance and formalize the termination terms.

X-Butler Transactions

For the year ended December 31, 2025, X-Butler, a related party because it is affiliated with Mr.

Yueting Jia, the Company’s founder and Global Co-Chief Executive Officer, provided business development and event-related services to the Company and its executives, including services relating to corporate and investor events.

The Company paid $ 0.2 million to X-Butler for such services during the year ended December 31, 2025.

The Company recorded approximately $ 0.1 million and $ 0.3 million in Related party accrued expenses and other current liabilities as of December 31, 2025 and December 31, 2024, respectively.

Other Related Party Transactions

The Company owes a total of $ 0.3 million and $ 0.2 million to various related other parties as of December 31, 2024, and 2023, respectively, which is included in Accounts payable within the Consolidated Balance Sheets.

Excluding our related party loan repayments and payments made to FFGP and X-Butler (as explained above), during year ended December 31, 2025 the Company paid approxi matel y $ 1.3 million to va rious related parties, primarily members of the Board of Directors and executives in ordinary course of business.

Related-Party Participation in AIXC financing

In September 2025, in connection with the Company’s acquisition of a controlling interest in AIXC, certain related parties of the Company participated alongside the Company in AIXC’s equity financing through an escrow account.

Yueting Jia funded $ 4.0 million, and Jerry (Jiawei) Wang funded $ 0.2 million on September 26, 2025.

These investments were made on substantially the same terms as those applicable to other investors participating in the financing.

Aggregate escrow receipts from all investors totaled $ 40.7 million, including $ 30.0 million funded by the Company.

(See Note 3, Business Acquisition—Consolidation of AIXC .)

Other Financing Liabilities

FF ieFactory California (“Hanford”) Financing Arrangement

On October 19, 2023, the Company entered into a sale leaseback transaction whereby it has exercised its option to purchase its FF ieFactory California manufacturing facility located in Hanford California (the “Property”) and simultaneously completed a sale leaseback to Ocean West Capital Partners (“Landlord”) pursuant to that certain Lease Agreement, dated as of October 19, 2023, by and between the Tenant and 10701 Idaho Owner, LLC (the “Lease Agreement”).

FF aiFactory California (“Hanford”) Financing Arrangement

On October 19, 2023, the Company entered into a sale leaseback transaction whereby it has exercised its option to purchase its FF aiFactory California manufacturing facility located in Hanford California (the “Property”) and simultaneously completed a sale leaseback to Ocean West Capital Partners (“Landlord”) pursuant to that certain Lease Agreement, dated as of October 19, 2023, by and between the Tenant and 10701 Idaho Owner, LLC (the “Lease Agreement”).

This Lease Agreement also allows the Tenant access to up to $ 12.0 million of tenant improvement allowance for the Property.

The Lease Agreement is for a term of five years , with a monthly lease rate of $ 355,197 , with a five -year extension option, and the Tenant has an option to purchase the fee interest in the Property at any time after the second year of the lease term.

The Lease Agreement is for a term of five years , with a monthly lease rate of $ 0.4 million, with a five-year extension option, and the Tenant has an option to purchase the fee interest in the Property at any time after the second year of the lease term.

The Company would be required to pay approximately $ 58.7 million to exercise the purchase option and acquire the ownership interest in the property.

Furthermore, the Tenant has a right of first offer to purchase the Property in the event Landlord desires to sell the Property.

The obligations of the Tenant under the lease are guaranteed by the Company pursuant to that certain Guaranty of Lease made by the Company to 10701 Idaho Owner, LLC.

Due to the inclusion of the purchase option in the lease agreement, the Company was considered to have continuing involvement and, thus, accounted for the transaction as a failed sale lease back, with the HQ assets subject to the sale leaseback remaining on the balance sheet and the sale proceeds recorded as a liability in accordance with the financing method.

Due to the inclusion of the purchase option in the lease agreement, the Company was considered to have continuing involvement and, thus, accounted for the transaction as a failed sale-lease-back transaction, with the Property assets subject to the sale leaseback remaining on the balance sheet and the sale proceeds recorded as a liability in accordance with the financing method.

The Company recognized a $ 24.9 million financing obligation at the completion of the transaction, which was recorded to the Other financing liabilities, long term portion on its Consolidated Balance Sheets.

No gain or loss was record on the failed sale and lease back.

No gain or loss was recorded on the failed sale and lease back.

On March 14, 2024, the Company entered into the First Amendment to the Lease Agreement (the “First Amendment).

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In January 2025, the Company paid the Landlord $ 0.6 million that reinstated the Security Deposit balance.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

On August 27, 2024, the Company entered into the Second Amendment to the Lease Agreement (the “Second Amendment”).

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The $ 2.0 million may be reduced by incremental actual costs incurred for the roof replacement and the remaining amount will be contingent on the Company funding up to 66.67 % of the other improvement costs.

As of December 31, 2024, the Company recognized $ 6.9 million of leasehold improvement costs funded through the tenant improvement allowance in Property, plant and equipment, net on the Consolidated Balance Sheets.

For the years ended December 31, 2025 and 2024, the Company had a building improvement balance of $ 12.0 million and $ 6.9 million, respectively, within Property, plant and equipment, net, reflecting amounts funded through the tenant improvement allowance.

The repayment of the tenant improvement allowance are included in the scheduled financing obligation payments.

For the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 8.3 million and $ 6.9 million, respectively.

The financial liability as of December 31, 2024, and 2023 was $ 35.2 million and $ 25.5 million, respectively.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The financial liability as of December 31, 2025 and December 31, 2024 was $ 44.2 million and $ 35.2 million, respectively.

Collateralized Loan

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Summary of Collateralized Loan Activity

As of December 31, 2024, the carrying value of the Collateralized Loan was $ 4.3 million, of which $ 0.8 million is included in Other financing liabilities, current portion and $ 3.5 million is included in Other financing liabilities, long term portion in the Consolidated Balance Sheets .

For the year ended December 31, 2024, the Company repaid $ 0.3 million of Collateralized Loan principal.

The future scheduled principal maturities of financing obligations as of December 31, 2024 are as follows (in thousands):

As of December 31, 2025 and December 31, 2024, the carrying value of the Collateralized Loan was $ 3.6 million and $ 4.3 million , respectively.

Of these amounts $ 0.9 million and $ 0.8 million , respectively, were included in Other financing liabilities, current portion and $ 2.7 million and $ 3.5 million , respectively, were included in Other financing liabilities, long term portion in the Consolidated Balance Sheets .

For the years ended December 31, 2025 and 2024, the Company repaid $ 0.8 million and $ 0.3 million, respectively, of Collateralized Loan principal.

Interest expense for the years ended December 31, 2025 and 2024 was $ 1.1 million and $ 0.6 million, respectively .

The future scheduled principal maturities of financing obligations as of December 31, 2025 are as follows:

(in thousands)

Years Ending December 31,

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The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options.

The Company’s leases do not provide an implicit rate therefore, the Company uses its incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments.

The Company’s leases do not provide an implicit rate.

Therefore, the Company uses its incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments.

The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan for a similar asset over a similar term.

The Company’s leases do not include any material residual value guarantees, or bargain purchase options.

The Company’s

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

leases do not include any material residual value guarantees, or bargain purchase options.

To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate in the measurement and classification of a lease and exclude those that depend on facts or circumstances occurring after the commencement date, other than the passage of time.

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Operating leases are included in Operating lease right-of-use assets, net, Operating lease liabilities, current portion and Operating lease liabilities, long term portion in the Company's Consolidated Balance Sheets.

Finance leases are included in Property, plant and equipment, net, Other financing liabilities, current portion, and Other financing liabilities, long term portion in the Company's Consolidated Balance Sheets.

The Company’s lease arrangements primarily consist of corporate office, store, and vehicle lease agreements.

The leases expire on various dates through 2032, some of which include options to extend the lease term for additional five -year periods.

The Company’s lease arrangements primarily consist of corporate office, warehouse, store, and vehicle lease agreements.

The leases expire on various dates through 2030.

As part of the Company’s plan to expand its operations within the United Arab Emirates, the Company signed a lease on May 01, 2025 with Ras Al Khaimah Economic Zone Authority (“RAKEZ”) to rent a warehouse with 10,000 square meters total rentable surface for 5 years and an annual lease payment of AED 3,800,000 .

Additionally, the Company has a $ 0.5 million deposit for a future lease expected to commence in 2026 with Master Investment Group (MIG).

MIG is also the holder of the July 2025 Unsecured Notes and the Junior Senior Secured Notes, which had a combined fair value of $ 2.3 million as of December 31, 2025.

Incremental Lease Commitments

On February 12, 2026, the Company executed a new lease agreement in El Segundo, California which will replace the Gardena lease.

The El Segundo location has a total of 99,209 square feet.

The initial lease term is 72 months.

Estimated base rent lease payments related to this new lease total $ 16.9 million.

These base rent lease payments are not included in the lease balances in the Consolidated Balance Sheets, as the lease has not yet commenced.

See Note 19, Subsequent Events for more details.

Leas e Impairment

During the year ended December 31, 2024, the Company vacated a leased store facility and a leased research facility while working with the landlords to negotiate the related lease terminations.

As a result, the Company recognized a write-down of lease right-of-use (RO U) assets and lease liabilities in an aggregate amount of $ 8.8 million and $ 7.0 million, respectively.

The Company also recognized less than $ 0.1 million in lease termination costs during 2024.

The net impact of the right-of-use asset write down and lease termination costs of $ 1.8 million is reported in Impairment of long-lived assets and deposits on the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024.

There were no lease impairments for the year ended December 31, 2025.

In June 2025, the Company entered into a sublease arrangement with Grow Fandor, a related party, whereby Grow Fandor leases 3,000 square feet of office space at the Gardena Corporate Office location for ten months.

The area subleased constitutes roughly 2 % of the overall rentable space at the Gardena location.

The monthly base rent is insignificant and is recorded as other income.

Grow Fandor has evacuated the premises as of December 31, 2025 and the Company is in negotiations to resolve the outstanding balance and formalize the termination terms.

Short Term Leases

As of December 31, 2025, the Company’s short-term leases consist of offices in Beijing and Zhuhai, China.

Lease terms do not exceed twelve months.

short-term lease obligations are included in accrued expenses and other current liabilities on our Consolidated Balance Sheets.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

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ASC 842 Disclosures

During 2024, the Company moved out of its leased facilities and office spaces, resulting in a write-down of right-of-use assets and lease liabilities in an aggregate amount of $ 8.8 million and $ 7.0 million, respectively.

The Company also recognized less than $ 0.1 million in lease termination costs during 2024.

The net impact of the right-of-use asset write down and lease termination costs of $ 1.8 million is reported in Lease impairment, net on the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024.

There were no lease impairments for the year ended December 31, 2023.

Lease cost includes both the fixed and variable expenses recorded for leases.

The components of lease cost for the were as follows:

Years Ended December 31,

The Company had no finance lease cost for the years ended December 31, 2025 and 2024.

The components of operating lease cost were as follows:

(in thousands)

Finance lease cost

Amortization of ROU assets $ — $ 273

Interest on lease liabilities — 275

Total finance lease cost — 548

Operating lease cost 3,509 4,389

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Supplemental information and non-cash activities related to operating and finance leases are as follows:

Years Ended December 31,

(in thousands) 2025 2024

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Operating cash flows from operating leases $ 3,572 $ 3,230

Operating cash flows from finance leases — 275

Financing cash flows from finance leases — 1,016

$ 3,230 $ 7,000

Lease assets obtained in exchange for operating lease liabilities $ 6,206 $ 30

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Years Ended December 31,

Weighted average remaining lease term (in years)

Operating leases 3.93 0.70

Finance leases 0.00 5.00

Weighted average discount rate

Operating leases 9.6 % 16.4 %

Finance leases — % 9.2 %

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Commitments and Contingencies

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District Court – Central District of California).

On December 23, 2021, a putative class action lawsuit alleging violations of the Exchange Act was filed in the United States District Court, Central District of California, against the Company and its former Chief Executive Officer and Chief Financial Officer, and its current Chief Product and User Ecosystem Officer, as well as the Co-CEOs of Property Solutions Acquisition Corp.

On December 23, 2021, a putative class action lawsuit alleging violations of the Exchange Act was filed in the United States District Court, Central District of California, against the Company and its former Chief Executive Officer and Chief Financial Officer, and its then-Chief Product and User Ecosystem Officer (who was promoted to Global Co-CEO in April 2025;

On May 6, 2022, the appointed lead plaintiffs in the Zhou putative class action filed an amended complaint alleging violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act, Sections 11 and 15 of the Securities Act, and related “control” person claims for secondary liability under those statutes, seeking unspecified damages.

Following motion to dismiss briefing which resulted in the dismissal of several of the plaintiffs’ claims, answers were filed and the parties agreed to participate in mediation.

Following motion to dismiss briefing and the subsequent court-ordered dismissal of several of the plaintiffs’ claims, answers were filed and the parties agreed to participate in mediation.

On April 27, 2023, the court granted the parties’ joint motion for a temporary stay pending mediation.

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After further discussions and negotiations, the parties reached an agreement-in-principle to settle the Zhou putative class action.

Although denying all allegations, the Company nevertheless agreed to settle the Zhou putative class action for a non-reversionary cash payment of $ 7.5 million for the benefit of the settlement class and to be funded entirely by the Company’s insurers, in exchange for the release of all claims asserted against the Company.

The court granted preliminary approval of the settlement on November 7, 2023, and scheduled a hearing for final approval of the settlement to take place on March 18, 2024.

Although denying all allegations, the Company nevertheless agreed to settle the Zhou putative class action for a non-reversionary cash payment of $ 7.5 million to be funded entirely by the Company’s insurers for the benefit of the settlement class, in exchange for the release of all claims that were or could have been asserted against the Company.

The court thereafter granted preliminary approval of the settlement on November 7, 2023, and scheduled a hearing for final approval of the settlement to take place on March 18, 2024.

On January 23, 2024, the ostensible lead plaintiff in the Consolidated Delaware Class Action discussed below, filed an Objection to final approval of the settlement (the “Objection”) to which the Company and the other defendants responded on March 11, 2024.

On March 18, 2024, the court overruled the Objection in its entirety and entered an Order finally approving the Zhou putative class action settlement.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Breitfeld et al.

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The parties stipulated to a stay of the Wallace action which was entered by the court on December 29, 2023.

Each of the foregoing derivative lawsuits purport to assert claims on behalf of the Company against certain of the Company’s current and former officers and directors for alleged violations of the Exchange Act or for various common law claims based upon those officers’ and directors’ alleged breaches of their purported fiduciary duties owed to the Company and/or for their alleged aiding and abetting of those purported breaches, resulting in unspecified damages to the Company.

Although the complaints filed in the foregoing lawsuits vary in detail, they are generally premised upon many of the same underlying allegations made in the Zhou putative class action.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Each of the foregoing derivative lawsuits purported to assert claims on behalf of the Company against certain of the Company’s current and former officers and directors for alleged violations of the Exchange Act or for various common law claims based upon those officers’ and directors’ alleged breaches of their purported fiduciary duties owed to the Company and/or for their alleged aiding and abetting of those purported breaches, resulting in unspecified damages to the Company.

The complaints were generally premised upon many of the same underlying allegations made in the Zhou putative class action.

The parties to the foregoing derivative lawsuits participated in a mediation on May 13, 2024, following which they reached a settlement in principle.

On July 19, 2024, the parties entered into a Stipulation and Agreement of Settlement that was filed in the California Federal Derivative Action, which incorporated all of the foregoing derivative lawsuits.

On September 3, 2024, the California Federal Derivative Action Court entered an order preliminarily approving the Stipulation and Agreement of Settlement (the “Preliminary Approval Order”) and providing for notice of the same to be made to Current Stockholders.

On September 3, 2024, the California Federal Derivative Action Court entered an order preliminarily approving the Stipulation and Agreement of Settlement (the “Preliminary Approval Order”) and provided for notice of the same to be made to Current Stockholders.

On October 30, 2024, the California Federal Derivative Action Court approved the Settlement Agreement, resolving all of the foregoing derivative lawsuits.

Following the approval of the Settlement Agreement, the California Federal Derivative Action was dismissed on October 30, 2024 and the Delaware Federal Derivative Actions were dismissed on November 15, 2024 (Wang) and November 19, 2024;

On December 31, 2024, the parties in the Farazmand filed a stipulation of dismissal.

On December 31, 2024, the parties in the Farazmand filed a stipulation of dismissal which was subsequently entered by the court.

The Consolidated Delaware Class Action

On June 14, 2022, a verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, its former Global CEO and CFO, and its current Chief Product and User Ecosystem Officer alleging breaches of fiduciary duties (the “Yun Class Action”).

On September 21, 2022, a second verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, the Co-CEOs and independent directors of PSAC, and certain third-party advisors to PSAC, alleging breaches of fiduciary duties, and aiding and abetting alleged breaches, in connection with disclosures and stockholder voting leading up to the PSAC/Legacy FF merger (the “Cleveland Class Action”), which action subsequently was consolidated with the Yun Class Action with the complaint in the Cleveland Class Action being designated as the operative pleading (collectively, the “Consolidated Delaware Class Action”).

In April, 2023, the defendants respectively filed motions to dismiss the complaint.

On June 14, 2022, a verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, its former Global CEO and CFO, and its then-Chief Product and User Ecosystem Officer (who was promoted to Global Co-CEO in April 2025 alleging breaches of fiduciary duties (the “Yun Class Action”).

On September 21, 2022, a second verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, the Global Co-CEOs and independent directors of PSAC, and certain third-party advisors to PSAC, alleging breaches of fiduciary duties, and aiding and abetting those alleged breaches, in connection with disclosures and stockholder voting leading up to the PSAC/Legacy FF merger (the “Cleveland Class Action”).

The Cleveland and Yun Class Actions subsequently were consolidated the complaint in the Cleveland Class Action being designated as the operative pleading (collectively, the “Consolidated Delaware Class Action”).

In April 2023, the defendants respectively filed motions to dismiss that complaint.

While the defendants’ motions to dismiss were pending, the Central District of California approved the Zhou putative class action settlement.

On, May 24, 2024, the defendants in the Consolidated Delaware Class Action filed a motion for summary judgment based on the court-approved settlement agreement in the Central District of California Zhou litigation, arguing, among other things, that the releases of that settlement agreement barred the claims in the Consolidated Delaware Class Action.

On February 10, 2025, the Delaware Court of Chancery granted summary judgment and dismissed the Consolidated Delaware Class Action in its entirety, with prejudice.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The Company maintains that the Consolidated Delaware Class Action is without merit and has stated its intention to vigorously defend that action.

The Company has not concluded that an adverse outcome in these matters is either “probable” or “remote” within the meaning of the ABA Statement of Policy and, accordingly, declines to express any view as to the possible outcome of these matters.

Additionally, on September 19, 2022, FF Global, filed a lawsuit in the Chancery Court of the State of Delaware against the Company, seeking the removal of Ms.

Susan Swenson and Mr.

Brian Krolicki from the Board.

On September 27, 2022, the case was dismissed without prejudice pursuant to an agreement between FF Global and FF Top (the “Heads of Agreement”).

Shortly following the execution of the Heads of Agreement, FF Global began making additional demands of the Company which were beyond the scope of the terms contemplated by the Heads of Agreement and pertained to, among other things, the Company’s management reporting lines and certain governance matters.

On September 30, 2022, FF Global alleged that the Company was in material breach of the spirit of the Heads of Agreement.

The Company believes it has complied with the applicable terms of the Heads of Agreement and disputes any characterization to the contrary.

Such disputes divert management and Board resources and are costly.

There can be no assurance that this or any other dispute between the Company and FF Global will not result in litigation.

On October 3, 2022, Ms.

Swenson and Mr.

Scott Vogel, a member of the Board, tendered their resignation from the Board effective immediately.

On October 3, 2022, Mr.

Jordan Vogel also tendered his resignation from the Board effective on October 5, 2022.

On October 28, 2022, Mr.

Brian Krolicki tendered his resignation from the Board effective immediately.

On May 24, 2024, the defendants in the Consolidated Delaware Class Action filed a motion for summary judgment based upon the court-approved settlement agreement in Zhou putative class action on the grounds that among other things, the releases of that settlement agreement barred the claims in the Consolidated Delaware Class Action.

On February 10, 2025, the Delaware Court of Chancery granted summary judgment and dismissed the Consolidated Delaware Class Action both in its entirety and with prejudice.

Legal Proceedings Initiated by the Company

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The Company initially recorded $ 1.93 million in deposits and $ 12.9 million in tooling equipment in connection with its contractual relationship with a primary supplier.

These amounts were originally recognized as a deposit paid for goods and services and tooling received, respectively, and remain reflected in their originally recorded accounts on the Consolidated Balance Sheets.

However, following the primary supplier’s bankruptcy filing, these balances were identified as at risk, creating potential financial exposure for the Company.

During the year ended December 31, 2024, the Company recorded a $ 2.7 million charge related to the bankruptcy matter, recorded within General and Administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss

The $ 2.7 million charge consists of a $ 1.4 million write-off of deposits and a $ 1.3 million accrual for additional payments the Company expects to have to make to maintain access to its tooling located at vendors of the key supplier (the "secondary suppliers").

The $ 1.4 million write-off of deposits reflects the Company's estimate that recovery of that asset is not probable and leaves a remaining exposure of $ 0.5 million.

These amounts were originally recognized as a deposit paid for goods and services and tooling received, respectively, and continue to be reflected in their originally recorded accounts on the Consolidated Balance Sheets.

However, following the primary su pplier’s bankruptcy filing, these balances were identified as at risk, creating potential financial exposure for the Company.

In 2024, the Company wrote-off $ 1.45 million of deposits.

Additionally the Company accrued $ 1.29 million for estimated payments to maintain access to its tooling located at vendors of the key supplier (the “secondary suppliers”).

In 2025, there were no additional write-offs regarding this legal matter.

The Company does not expect any further financial loss related to tooling.

The Company has title to the tooling;

however, the secondary suppliers have possession of the tooling.

Although the Company has title to the tooling;

the secondary suppliers have possession of it.

The Company anticipates establishing a direct contractual arrangement with the secondary suppliers.

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and Tesca ABC, LLC alleging the breach of an Engineering Services Agreement (“ESA”) between Tesca USA and Faraday&Future Inc., under which Tesca USA was obligated to produce certain items related to automobile seating assembly and frame production.

Pursuant to the ESA, Faraday paid Tesca USA approximately $ 36.0 million for certain parts, tooling, engineering design and development, and other items.

According to a Verified Petition Regarding Assignment for the Benefit of Creditors filed in May 2024, after failing to deliver any of these products or services to Faraday, Tesca USA, assigned all its assets to Tesca ABC, a Delaware series limited liability company.

Pursuant to the ESA, Faraday paid Tesca USA approximately $ 36.0 million for certain parts, tooling, engineering design and

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

development, and other items.

According to a Verified Petition Regarding Assignment for the Benefit of Creditors filed in May 2024, Tesca USA, after failing to deliver any of these products or services to Faraday, assigned all its assets to Tesca ABC, a Delaware series limited liability company.

Faraday has reason to suspect that Tesca USA may have made one or more large cash transfers to Tesca Group before it commenced the Assignment for Benefit of Creditors.

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The Company is unable to evaluate the likelihood of a favorable outcome given the early stages of these legal proceedings.

Governance Matters

Following the completion of the Special Committee (as defined below) investigation through the date hereof, the Company and certain of its directors and officers have received numerous e-mail communications from a group of self-

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

described “employee whistleblowers” and from various individuals and entities who represented themselves as current investors of the Company.

These communications have included various allegations (including, for example, that certain directors have conspired to push the Company into bankruptcy for their own personal gain) and requests for certain organizational and governance changes.

The Company engaged an independent law firm to conduct a thorough independent external investigation with respect to these allegations.

The independent investigation found that all such allegations have been without merit.

Other Legal Matters

On January 30, 2023, Riverside Management Group, LLC (“Riverside”) filed a verified complaint seeking to enforce its alleged contractual right to the advancement of all reasonable costs and expenses, including attorneys’ fees, it has and will incur as a named defendant in the Consolidated Delaware Class Action under its October 13, 2020 Transaction Services Agreement with the Company and Property Solutions Acquisition Sponsor, LLC (the “TSA”), pursuant to which Riverside provided PSAC with advisory services in connection with the PSAC/Legacy FF merger.

In addition to seeking the advancement of such costs and expenses, Riverside also sought an award of its attorneys’ fees and costs incurred in enforcing its alleged advancement rights under the TSA, and concurrently filed a Motion for Expedited Proceedings, requesting that trial of the action be conducted on a summary basis and commence within 30 days of the motion’s disposition.

The Company subsequently entered into a Stipulation and Order with Riverside under which it would conditionally advance Riverside the reasonable attorneys’ fees and costs it incurs in defense of the Consolidated Delaware Action, subject to, and in express reservation of, the Company’s right to recover all such fees and expenses following disposition of the Consolidated Delaware Class Action which, as noted above, was recently dismissed, with prejudice, on summary judgment by the Delaware Chancery Court.

On January 31, 2023, Raymond Handling Solutions, Inc.

(“Raymond”), an equipment supplier, filed an action alleging that the Company breached its contract with Raymond and refused to pay for warehouse racking equipment.

Raymond requested a judgement in its favor in the amount of $ 1.1 million .

On April 15, 2024, the Company and Raymond executed a Settlement Agreement under which Raymond released all claims in exchange for the return of racks.

Raymond requested a judgment in its favor in the amount of $ 1.1 million .

On April 15, 2024, the Company and Raymond executed a Settlement Agreement under which Raymond released all claims in exchange for the return of the racking equipment.

In July 2021, the Company and Palantir entered into a Master Subscription Agreement (“MSA”) setting forth the terms of the Palantir platform hosting arrangement which was expected to be used as a central operating system for data and analytics.

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(“Palantir”) providing a notice of dispute alleging that the Company had not paid outstanding invoices totaling $ 12.3 million .

On July 7, 2023, Palantir filed a Demand for Arbitration against the Company with Judicial Arbitration and Mediation Services, Inc., regarding the parties’ dispute under the MSA in which asserted that the amount in controversy was $ 41.5 million .

On July 7, 2023, Palantir filed a Demand for Arbitration against the Company with Judicial Arbitration and Mediation Services, Inc., regarding the parties’ dispute under the MSA in which it alleged that the amount in controversy was $ 41.5 million .

On August 4, 2023, the Company submitted its response to Palantir’s arbitration demand, which response included both affirmative defenses and a general denial of all allegations of Palantir’s arbitration demand.

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The Company further agreed to register the shares under the Securities Act for resale by Palantir.

The Company performed its obligations under the settlement agreement and Palantir filed a dismissal fully and finally resolving the matter.

On May 2, 2023, the Company received a notice of Commencement of Arbitration by Envisage Group Developments Inc.

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Envisage was ultimately awarded a total of $ 1.4 million .

The parties have reached an agreement to settle their dispute and are in the process of finalizing the settlement agreement.

On June 12, 2023, the Company received a letter demanding access to the Company’s books and records in connection with (a) the Company entering into the amended and restated shareholder agreement with FF Top Holding LLC n/k/a FF Global and (b) certain other related matters.

Given the early stages of the legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome.

On June 13, 2023, L & W LLC (“Autokiniton”), a provider of tooling for use in the automotive industry, filed an action in State of Michigan 3rd Judicial Circuit County of Wayne Court alleging the Company breached its contract with Autokiniton

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

and refused to fulfill its obligations under the applicable Purchase Order.

The parties have reached an agreement to settle their dispute for $ 0.8 million .

The Company performed its obligations under the settlement agreement and Envisage filed a dismissal fully and finally resolving the matter.

Autokiniton requested a judgment in the amount of at least $ 8.1 million .

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On October 11, 2023, Joseph Hof and Scott McPherson filed a class action lawsuit in Supreme Court of the State of New York, County of New York against Benchmark 237 LLC, Benchmark Real Estate Trust, SLLC, Canvas Investment Partners, LLC, Canvas Property Group, LLC, Juliet Technologies, LLC, and the Company, alleging that the defendants engaged in various scheming practices that discriminatorily impacted the plaintiffs and other class members The court granted the Company’s Motion to Dismiss on January 12, 2024, and dismissed the case on January 18, 2024.

The plaintiffs filed an appeal on February 12, 2024 as to the dismissal orders but did not timely file their appellate briefs, so their appeal was dismissed.

While Plaintiffs have a year to file a motion to vacate the dismissal by showing good cause, Plaintiff Hof recently filed a motion to seal the record and expressed the Plaintiffs’ desire to cease litigating the matter further.

On December 8, 2023, 10701 Idaho Owner, LLC (“Landlord”) notified the Company of rental defaults amounting to $ 0.6 million for the months of October to December 2023, demanding a 5 % late fee and 18 % annual interest on allegedly overdue amounts.

The plaintiffs filed an appeal on February 12, 2024 as to the dismissal orders, which appeal subsequently was dismissed due to the plaintiffs’ failure to timely file their appellate briefs.

Plaintiffs have a year to file a motion to vacate the dismissal based upon a showing good cause, Plaintiff Hof filed a motion to seal the record and expressed the Plaintiffs’ desire to cease litigating the matter further.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

On December 8, 2023, 10701 Idaho Owner, LLC (“Landlord”) notified the Company of rental defaults amounting to $ 0.6 million for the months of October to December 2023 and demanded a 5 % late fee and 18 % annual interest on allegedly overdue amounts.

The parties thereafter entered into a First Amendment to the Lease Agreement dated October 19, 2023 to address the Company’s total rent default of $ 1.1 million , including a $ 0.1 million , partial payment made on January 26, 2024, and additional late fees and charges of $ 0.2 million .

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On April 10, 2024, the Company made a $ 0.2 million payment to Landlord in exchange for Landlord deferring further action.

On February 14, 2024, Rexford Industrial - 18455 Figueroa, LLC (“Rexford”) filed a Complaint for Unlawful Detainer against Faraday SPE, LLC in Superior Court of California, County of Los Angeles.

On February 14, 2024, Rexford Industrial - 18455 Figueroa, LLC (“Rexford”) filed a Complaint for Unlawful Detainer against Faraday SPE, LLC in the Superior Court of California, County of Los Angeles.

The complaint asserted that the Company has failed to pay outstanding rent in the amount of $ 0.9 million , and sought recovery of reasonable attorney’s fees and damages.

This action is based on a breach of a Lease Agreement dated March 8, 2019, for the premises located at 18455 S.

Figueroa Street, Gardena, California, with Rexford requesting forfeiture of the lease.

This action was based on an alleged breach of a Lease Agreement dated March 8, 2019, for the premises located at 18455 S.

Figueroa Street, Gardena, California, and wherein Rexford is requesting forfeiture of the lease.

On April 10, 2024, the court issued a Notice of Dismissal, dismissing the Complaint without prejudice.

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The Company disputes Draexlmaier’s claims and has stated its intention to vigorously defend the action.

In June 2025, the court granted each party’s motions to dismiss with respect to the other party’s unjust enrichment claim, but otherwise denied both motions.

Given the early stages of these legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

On March 25, 2024, Cooper Standard GmbH filed a lawsuit against Faraday&Future Inc.

in Superior Court of California, County of Los Angeles, alleging non-payment of the estimated sum of $ 1.5 million purportedly in breach of contractual obligations set forth in purchase orders, a Letter of Tool Acceptance, and invoices to facilitate the supply of automotive products and services for the FF 91 vehicle from August 2021 to December 2022.

The parties are engaged in settlement negotiations.

On March 25, 2024, Cooper Standard GmbH (“Cooper Standard”) filed a lawsuit against Faraday&Future Inc.

in Superior Court of California, County of Los Angeles, alleging the non-payment of the estimated sum of $ 1.5 million that was purportedly in breach of contractual obligations set forth in purchase orders, a Letter of Tool Acceptance, and invoices to facilitate the supply of automotive products and services for the FF 91 vehicle from August 2021 to December 2022.

The parties have tentatively reached a settlement and are in the process of memorializing their agreement.

In June 2025, the parties reached an agreement to settle their dispute for $ 0.8 million .

On March 27 and March 29, 2024, Jose Guerrero and Victoria Xie, the Company’s former Senior Director of Sales and Aftersales, and Go-to-Market Project Manager and Launch Manager, respectively, filed wrongful termination lawsuits against Faraday&Future Inc.

and certain of its officers in Superior Court of California, County of Los Angeles, each of which seeks compensatory, general, and special damages in an amount not less than $ 1.0 million .

On April 19, 2024, an additional former employee, Karimul Khan, submitted a request for arbitration against the same group of defendants without quantifying the

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

alleged damages sought.

Given the early stages of these legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

On April 19, 2024, another former employee, Karimul Khan, submitted a request for arbitration against the same group of defendants without quantifying the alleged damages sought.

Based on the evidence produced thus far in the Khan matter, the Company believes it is more likely than not to prevail in the Khan matter.

Given the early stages of the other legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

On August 9, 2024, Jeffrey D.

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The plaintiff is demanding inspection to allegedly value his shares of the Company.

Given the early stages of the legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome.

On August 1, 2024, Yun Han, former Chief Accounting Officer and Interim Chief Financial Officer, filed an arbitration demand claiming that she is owed certain monetary amounts and restricted stock units, together totaling approximately $ 1.2 million pursuant to various agreements with the company.

In March 2025, plaintiff agreed to dismiss the lawsuit without prejudice and a stipulation to dismiss was filed and granted.

On August 1, 2024, Yun Han, former Chief Accounting Officer and Interim Chief Financial Officer, filed an arbitration demand claiming that she is owed certain monetary amounts and restricted stock units, pursuant to various agreements with the Company and collectively, totaling approximately $ 1.2 million .

Given the early stages of the proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

In March 2025, BXP filed a lawsuit against the Company, alleging unpaid rent and a balance of approximately $ 1.0 million under a lease agreement signed with the Company.

The parties agreed to settle their dispute for $ 0.4 million.

In May 2025, Costamp Group, as assignee of Vantage Cast Europe, s.r.l.

(“Vantage”), filed a lawsuit against the Company, alleging the non-payment of the estimated sum of € 2.8 million.

Plaintiff alleges that in or about March 2022, Faraday contracted with Vantage to supply automotive component parts pursuant to Faraday's unique specifications.

In or about May 2022, Vantage, in reliance on the contract with Faraday, contracted with Costamp Group (a subsidiary of Plaintiff) to supply automotive component parts to Vantage.

The claim alleges that Vantage and Costamp Group fully complied with their obligations in manufacturing automotive component parts pursuant to Faraday's specifications and that Vantage sent Faraday invoices and Faraday accepted and paid for its initial orders, but has since refused to accept delivery of the specially manufactured automotive components.

The parties agreed to settle their dispute for $ 1.6 million.

Dispute with Noteholders

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The Company is unaware of any such oral agreements and is contesting these claims on multiple grounds.

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

Special Committee Investigation

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The Special Committee engaged outside independent legal counsel and a forensic accounting firm to assist with its review.

On February 1, 2022, the Company announced that the Special Committee completed its review.

On April 14, 2022, the Company announced the completion of additional investigative work based on the Special Committee’s findings which was performed under the direction of the Executive Chairperson, reporting to the Audit Committee.

On February 1, 2022, the Company disclosed that the Special Committee completed its review.

On April 14, 2022, the Company disclosed the completion of additional investigative work based on the Special Committee’s findings which was performed under the direction of the Executive Chairperson, reporting to the Audit Committee.

In connection with the Special Committee’s review and subsequent investigative work, the following findings were made:

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Yueting Jia, within the Company were inaccurate and his involvement in the management of the Company post-Business Combination was more significant than what had been represented to certain investors.

• The Company’s statements leading up to the Business Combination that it had received more than 14,000 reservations for the FF 91 vehicle were potentially misleading because only several hundred of those reservations were paid, while the others (totaling 14,000 ) were unpaid indications of interest.

• The Company’s statements leading up to the Business Combination (between the Company and Property Solutions Acquisition Corp.

completed on July 21, 2021) that it had received more than 14,000 reservations for the FF 91 vehicle were potentially misleading because only several hundred of those reservations were paid, while the others (totaling 14,000 ) were unpaid indications of interest.

• Consistent with the Company’s previous public disclosures regarding identified material weaknesses in its internal control over financial reporting, the Company’s internal control over financial reporting required an upgrade in personnel and systems.

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In addition, the investigation found that certain individuals failed to fully disclose to individuals involved in the preparation of the Company’s SEC filings their relationships with certain related parties and affiliated entities in connection with, and following, the Business Combination, and failed to fully disclose relevant information, including but not limited to, information in connection with related parties and corporate governance to the Company’s former independent registered public accounting firm PricewaterhouseCoopers LLP.

The investigation also found that certain individuals failed to cooperate and withheld potentially relevant information in connection with the Special Committee investigation.

Among such individuals were non-executive officers or members of the

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The investigation also found that certain individuals failed to cooperate and withheld potentially relevant information in connection with the Special Committee investigation.

Among such individuals were non-executive officers or members of the management team of the Company, and remedial action was taken with respect to such individuals based on the extent of their non-cooperation and/or withholding of information.

management team of the Company, and remedial action was taken with respect to such individuals based on the extent of their non-cooperation and/or withholding of information.

The failure to cooperate with the investigation was taken into consideration in connection with the remedial actions outlined below with respect to Jerry Wang, and withholding of information also affected the remedial action taken with respect to Matthias Aydt.

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Please see “Risk Factors– Risks Related to our Business and Industry–Yueting Jia and FF Global, over which Mr.

Jia exercises significant influence, have control over the Company’s management, business and operations, and may use this control in ways that are not aligned with the Company’s business or financial objectives or strategies or that are otherwise inconsistent with the Company’s interests.

Such significant influence may increase if and to the extent the current members of the Board and management are removed and replaced with individuals who are aligned with Mr.

Jia and/or FF Global.

Jia exercises significant influence, have control over our management, business and operations, and may use this control in ways that are not aligned with our business or financial objectives or strategies or that are otherwise inconsistent with our interests.

Jia also received a 25 % annual base salary reduction, and his role was limited from a policy-making position to focusing on (a) Product and Mobility Ecosystem and (b) Internet, Artificial Intelligence, and Advanced R&D technology.

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

Xuefeng processes and controls to be determined by the Board after consultation with the Company’s management.

The Company’s remaining departments continue to report to Mr.

Xuefeng in accordance with processes and controls to be determined by the Board after consultation with the Company’s management.

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

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

• Matthias Aydt, then Senior Vice President, Business Development and Product Definition and a director of the Company, and currently Global Chief Executive Officer and a director of the Company, being placed on probation as an executive officer for a six -month period, during which period he remained a non-independent member of the Board, and which probationary period has since ended;

Jia is an “officer” of the Company within the meaning of Section 16 of the Exchange Act and an “executive officer” of the Company under Rule 3b-7 under the Exchange Act on April 24, 2025, the Company announced the appointment of Mr.

Yueting Jia as Global Co-Chief Executive Officer ("Global Co-CEO"), jointly leading the Company alongside Matthias Aydt;

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

• Matthias Aydt, then Senior Vice President, Business Development and Product Definition and a director of the Company, and currently Global Co-CEO and a director of the Company, being placed on probation as an executive officer for a six -month period, during which period he remained a non-independent member of the Board, and which probationary period has since ended;

• the appointment of Jordan Vogel as Lead Independent Director;

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and Scott Vogel becoming the Chair of the Audit Committee and the Nominating and Corporate Governance Committee of the Board;

• the suspension without pay of Jiawei (“Jerry”) Wang, the Company’s former Vice President, Global Capital Markets, who subsequently notified the Board of his decision to resign from the Company on April 10, 2022;

• the suspension without pay of Jiawei (“Jerry”) Wang, the Company’s then former Vice President, Global Capital Markets, who subsequently notified the Board of his decision to resign from the Company on April 10, 2022, but remained with the Company as a consultant and was subsequently appointed Global President of the Company on March 24, 2025;

• the assessment and enhancement of Company’s policies and procedures regarding financial accounting and reporting and the upgrading of the Company’s internal control over financial accounting and reporting, including by hiring additional financial reporting and accounting support, in each case at the direction of the Audit Committee;

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

• the implementation of enhanced controls around the Company’s contracting and related party transactions, including regular attestations by the Company’s employees with authority to bind the Company to contracts and related party transactions, for purposes of enabling the Company to make complete and accurate disclosures regarding related party transactions;

• the hiring of a Compliance Officer with the title of Deputy General Counsel (hired in March 2023), to report on a dotted line to the Chair of the Audit committee, and a Director of Risks and Internal Controls;

• the hiring of a Compliance Officer with the title of Deputy General Counsel, to report on a dotted line to the Chair of the Audit committee, and a Director of Risks and Internal Controls;

and assessing and enhancing FF’s compliance policies and procedures;

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• certain other disciplinary actions and terminations of employment with respect to other Company employees (none of whom is an executive officer).

As of March 3, 2025, the Company is continuing to implement certain of the remedial actions approved by the Board.

However, certain of these remedial actions are no longer in effect and no assurance can be provided that those remedial measures that continue to be implemented will be implemented in a timely manner or at all or will be successful to prevent inaccurate disclosures in the future.

Please see “ Risk Factors – Risks Related to our Business and Industry – We have taken remedial measures in response to the Special Committee findings, which may be unsuccessful ”.

There can be no assurance that such remedial measures will be successful.

In addition, there can be no assurance that such remedial measures will be fully implemented in light of the recent corporate governance agreements with FF Top and FF Global and the recent assessment by the Board of FF’s management structure, including management roles, responsibilities and reporting lines and changes to the Board.” However, pursuant to the Heads of Agreement, the Company has implemented certain governance changes that impact certain of the above-discussed remedial actions.

On October 3, 2022, Ms.

Swenson tendered her resignation from her role as both Executive Chairperson and member of the Board effective immediately.

In addition, on October 3, 2022, Mr.

Scott Vogel resigned from the Board effective immediately and Mr.

Jordan Vogel resigned effective on October 5, 2022.

On October 28, 2022, Mr.

Brian Krolicki tendered his resignation from the Board effective immediately.

On December 15, 2022, Mr.

Lee Liu tendered his resignation from the Board, which resignation was effective on December 18, 2022.

On December 18, 2022, Mr.

Jie Sheng was appointed to the Board, effective immediately, following the resignation of Mr.

On December 25, 2022, Mr.

Edwin Goh tendered his resignation from the Board, which resignation was effective on December 26, 2022.

On December 27, 2022, Ms.

Ke Sun was appointed to the Board, effective immediately, following the resignation of Mr.

Sheng and Ms.

Sun are designees of FF Top pursuant to the Amended Shareholder Agreement.

On December 26, 2022, Dr.

Carsten Breitfeld tendered his resignation from the Board, which resignation was effective immediately.

On December 27, 2022, Mr.

Xuefeng Chen was appointed to the Board, effective immediately, following the resignation of Dr.

On January 20, 2023, Mr.

Qing Ye tendered his resignation from the Board, which resignation was effective immediately.

Ye remained a consultant of the Company as an independent contractor until November 18, 2023.

On January 25, 2023, Mr.

Chui Tin Mok was appointed to the Board, effective immediately, following the resignation of Mr.

Ke Sun and Mr.

Xuefeng Chen have subsequently resigned from the Board.

See “Management – Governance Agreement with FF Top and FF Global” for more information.

The Company is continuing to implement certain of the remedial actions approved by the Board.

However, certain of these remedial actions are no longer in effect and no assurance can be provided that those remedial measures that continue to be implemented will be implemented or at all or will be successful to prevent inaccurate disclosures in the future.

Please see “ Risk Factors – Risks Related to our Business and Industry – We have taken remedial measures in response to the Special Committee findings, which may be unsuccessful ” included in this Form 10-K.

Certain remedial measures may not be fully implemented in light of the corporate governance agreements with FF Top and FF Global.

Pursuant to the Heads of Agreement, the Company has implemented certain governance changes that impact certain of the above-discussed remedial actions.

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

The Company, which had previously voluntarily contacted the SEC in connection with the Special Committee investigation in October 2021 and is cooperating fully with the SEC’s investigation.

The Company, which had previously voluntarily contacted the SEC in connection with the Special Committee investigation in October 2021, is cooperating fully with the SEC’s investigation.

The outcome of such an investigation is difficult to predict.

The Company has incurred, and may continue to incur, significant expenses related to legal and other professional services in connection with the SEC investigation.

At this stage, the Company is unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or estimate the range of any potential loss.

In addition, in June 2022, the Company received a preliminary request for information from the DOJ in connection with the matters that were the subject of the Special Committee investigation.

At this stage, the Company is unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or to estimate the range of any potential loss.

In addition, in June 2022, the Company received a preliminary request for information from the U.S.

Department of Justice (the “DOJ”) in connection with the matters that were the subject of the Special Committee investigation.

The Company has responded to that request and intends to fully cooperate with any future requests from the DOJ.

On June 26, 2025, the Company received a “Wells Notice” from the staff of the SEC stating that the SEC staff made a preliminary determination to recommend that the SEC file an enforcement action against the Company alleging violations of various anti-fraud provisions of the federal securities laws.

The SEC staff informed the Company that the alleged violations of anti-fraud provisions of the federal securities laws pertain to purported false or misleading statements in connection with the Company’s 2021 PIPE and SPAC listing, relating to (i) related party transactions, and (ii) Mr.

Jia’s role in the Company.

An enforcement action may seek an injunction or cease-and-desist order against future violations of provisions of the federal

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

securities laws, the imposition of civil monetary penalties, disgorgement or other equitable relief within the SEC’s authority, or any combination of the foregoing.

On March 18, 2026, the Company received a letter from the Division of Enforcement of the SEC stating that, it does not intend to recommend an enforcement action by the SEC against the Company.

The Company previously disclosed that the investigation related to certain matters involving its 2021 PIPE and SPAC-related transactions, and that the SEC had issued Wells Notices to the Company and certain executives.

The Wells Notices were not formal charges, and the SEC Division of Enforcement has now formally informed the Company, Mr.

Wang that it has concluded its investigation and is not recommending an enforcement action against any of them.

Stockholders’ Equity

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Preferred Stock 5,931,000 1

Series B Preferred Stock 12,000,000 7,184,760

Class A Common Stock 228,041,297 199,130,727

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Amendments to the Company’s Certificate of Incorporation

On the Closing Date of the Business Combination, the Company’s shareholders adopted the Company’s Second Amended and Restated Certificate of Incorporation.

The amendment set forth the rights, privileges, and preferences of the Common Stock.

The amendment authorizes the issuance of 10,000,000 shares of Preferred Stock with such designations, rights and preferences as may be determined from time to time by the Board.

The Company has amended its Certificate of Incorporation multiple times since the Business Combination.

The most recent amendment increased the number of shares of Preferred Stock that may be issued to 17,931,000 .

The Preferred Stock shall have such designations, rights and preferences as may be determined from time to time by the Board.

The Board is empowered, without stockholder approval, to issue the Preferred Stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock;

provided that any issuance of preferred stock with more than one vote per share will require the prior approval of the holders of a majority of the outstanding shares of Class B Common Stock.

Increase in Authorized Shares (February 2023)

A special meeting of the Company’s stockholders held on February 28, 2023, the Company’s stockholders approved a further increase to the number of the Company’s authorized shares of Class A Common Stock from 84,896 to 176,042 , increasing the Company’s total number of authorized shares of Common Stock and preferred stock from 342,709 to 433,855 .

On March 1, 2023, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect such amendment.

Reverse Stock Split (August 2023)

Additionally, at a special meeting of the Company’s stockholders held on August 16, 2023, the Company’s stockholders approved a proposal authorizing the Board to effect a reverse stock split of the outstanding Common Stock at a range between 1-for-2 and 1-for-90 shares of outstanding Common Stock, and a proposal stating that a reverse stock split is implemented at a ratio of 1-for-8 or greater.

On August 22, 2023, the Board approved the Reverse Stock Split ratio (1-for-80).

Accordingly, on August 24, 2023, the Company filed the Third Amended and Restated Certificate of Incorporation of the Company to effect the Reverse Stock Split and to set the number of authorized shares of Common Stock to 1,286,980 .

As a result, effective August 25, 2023, every 80 shares of the issued and outstanding Common Stock were converted into one share of Common Stock, without any change in par value per share, and the authorized shares of Common Stock were reduced to 1,286,980 , composed of (i) 1,232,292 shares of Class A Common Stock and (ii) 54,688 shares of Class B Common Stock.

No fractional shares of Common Stock were issued as a result of the Reverse Stock Split.

Stockholders who would otherwise have received a fractional share were instead issued a full share in lieu of such fractional share.

The Class A Common Stock began trading on The Nasdaq Capital Market on a split-adjusted basis at the opening of trading on August 28, 2023, under the symbol "FFIE" with a new CUSIP number (307359 505);

meanwhile, the Company’s Public Warrants traded under the symbol "FFIEW" with the CUSIP number unchanged.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Increase in Authorized Shares and Reverse Stock Split (February 2024)

On February 5, 2024, the Company filed an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, with the office of the Secretary of the State of Delaware to effect an increase in the authorized shares of Common Stock from 3,860,938 to 34,748,438 .

At a special meeting of the Company’s stockholders held on February 5, 2024, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Common Stock by a ratio of 1-for-3 (the “Second Reverse Stock Split”), with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the Special Meeting and a corresponding reduction in the total number of shares of Common Stock the Company is authorized to issue.

On February 23, 2024, the Company filed a second amendment to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect this reverse stock split and to set the number of authorized shares of Common Stock to 11,582,813 (which is 34,748,438 divided by 3).

Pursuant to the Certificate of Amendment, effective on February 29, 2024, every three shares of the issued and outstanding Common Stock was automatically converted into one share of Common Stock, without any change in par value per share and the number of authorized shares of Common Stock was reduced to 11,582,813 .

No fractional shares of Common Stock were issued as a result of the Second Reverse Stock Split.

Stockholders who would otherwise have received a fractional share were instead issued a full share in lieu of such fractional share.

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

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On August 1, 2024, the Company filed an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, with the office of the Secretary of State of the State of Delaware to effect such increase.

Also at the annual meeting of the Company’s stockholders held on July 31, 2024, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to effect the reverse stock split of the outstanding Common Stock by a ratio of between 1-for-2 and 1-for-40, with such ratio to be determined in the discretion of the Board and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the annual meeting, and a corresponding reduction in the total number of shares of Common Stock the Company is authorized to issue.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

stock split of the outstanding Common Stock by a ratio of between 1-for-2 and 1-for-40, with such ratio to be determined in the discretion of the Board and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the annual meeting, and a corresponding reduction in the total number of shares of Common Stock the Company is authorized to issue.

The Board subsequently approved the implementation of the 1-for-40 stock split ratio (the “Third Reverse Stock Split”), and the Company filed an amendment (the “Fourth Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Third Reverse Stock Split and to set the number of authorized shares of Common Stock to 104,245,313 .

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Proportionate adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding warrants and convertible securities, as well as the applicable exercise or conversion prices.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Change in Trading Symbols (March 2025)

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On March 10, 2025, the Company filed a Fifth Certificate of Amendment (the “Fifth Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect such increase.

Increase in Authorized Shares (May 2025)

On May 29, 2025, the Company filed a Seventh Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

This amendment was adopted in accordance with Section 242 of the Delaware General Corporation Law, following stockholder approval at the special meeting held on May 24, 2025.

The amendment increased the number of authorized shares of Class A Common Stock from 124,815,625 to 162,815,625 and authorized 4,429,688 shares of Class B Common Stock, bringing the total number of authorized Common Stock shares to 167,245,313 .

It also increased the number of authorized shares of Preferred Stock from 10,000,000 to 12,900,000 and eliminated the Series A Preferred Stock designation.

The increase in Preferred Stock authorization supports the Company’s outstanding and future preferred equity issuances.

Increase in Authorized Shares (September 2025)

On September 23, 2025, the Company filed an amendment to the Third Amended and Restated Certificate of Incorporation with the office of the Secretary of State of the State of Delaware to effect (i) an increase in the number of

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

authorized shares of common stock from 167,245,313 to 232,470,985 shares, and (ii) an increase in the number of authorized shares of preferred stock, from 12,900,000 to 17,931,000 shares.

Preferred Stock

Series A Preferred Stock

On June 21, 2024, in connection with a purchase agreement entered into with Mr.

Aydt, the Company’s Global CEO, the Company 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 the Company’s Preferred Stock as Series A preferred stock, par value $ 0.0001 per share (the “First Series A Preferred”) and established the preferences, rights and limitations thereof.

On January 28, 2025, in connection with a purchase agreement entered into with Mr.

Aydt, the Company’s Global CEO, the Company filed a 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 the Company’s Preferred Stock as Series A preferred stock, par value $ 0.0001 per share (the “Second Series A Preferred”) and established the preferences, rights and limitations thereof.

The closing of the sale and purchase of the shares of the First Series A Preferred and Second Series A Preferred (collectively known as “Series A Preferred”) were completed on June 21, 2024 and January 28, 2025 for a purchase price of $ 100.00 and $ 100.00 , respectively.

Conversion and Dividend Rights

The shares of the Series A Preferred were not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company.

The shares of the Series A Preferred were not entitled to receive dividends.

Voting Rights of Series A Preferred Stock

First Series A Preferred Voting Rights:

The holder of the First Series A Preferred was entitled to 16,000,000,000 votes for each share held of record, but had the right to vote only on any share authorization proposal or any reverse stock split proposal (together, the “Shareholder Proposals”) and until such time as the Shareholder Proposals were approved by the stockholders, and had no voting rights except (i) with respect to the Shareholder Proposals, in which its votes were cast for and against such Shareholder Proposal in the same proportion as shares of Common Stock were voted for and against such reverse stock split proposal (with any shares of Common Stock that were not voted, whether due to abstentions, broker non-votes or otherwise not counted as votes for or against the Shareholder Proposal) and (ii) unless the holders of one-third (1/3rd) of the outstanding shares of Common Stock were present, in person or by proxy, at the meeting of stockholders at which the Shareholder Proposals were submitted for stockholder approval (or any adjournment thereof).

The share of the First Series A Preferred voted together with the Common Stock as a single class on any Shareholder Proposal.

The First Series A Preferred had no other voting rights, except as may be required by the General Corporation Law of the State of Delaware.

Second Series A Preferred Voting Rights:

The holder of the Second Series A Preferred is entitled to 3,000,000 votes for each share held of record, but has the right to vote only on any share authorization proposal (the “Share Authorization Proposal”) and until such time as the Share Authorization Proposal is approved by the stockholders, and will have no voting rights except (i) with respect to the Share Authorization Proposal in which its votes are cast for and against the Share Authorization Proposal in the same proportion as shares of Common Stock are voted for and against the Share Authorization Proposal (without regard to any shares of Common Stock that are not voted, whether due to abstentions, or otherwise not counted as votes for or against the Share Authorization Proposal) and (ii) unless the holders of one-third (1/3rd) of the outstanding shares of Common Stock as of the record date to be set by the Board are present, in person or by proxy, at the meeting of stockholders at which the Share Authorization Proposal is submitted for stockholder approval (or any adjournment thereof).

The share of the Second Series A Preferred Stock will vote together with the Common Stock as a single class on the Share Authorization Proposal.

The Second Series A Preferred Stock has no other voting rights, except as may be required by the General Corporation Law of the State of Delaware.

Aydt, the Company’s Global Co-CEO, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A COD”) with the Secretary of State of the State of Delaware.

The Series A COD designated one share of the Company’s Preferred Stock as Series A preferred stock, par value $ 0.0001 per share (the “Series A Preferred”) and established the preferences, rights and limitations thereof.

The closing of the sale and purchase of the shares of the Series A Preferred was completed on January 28, 2025 for a purchase price of $ 100.00 .

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

On April 17, 2025, in connection with a purchase agreement entered into with Mr.

Aydt, the Company’s Global Co-CEO, the Company filed the Series A COD with the Secretary of State of the State of Delaware.

The Series A COD designated one share of the Company’s Preferred Stock, par value $ 0.0001 per share and established the preferences, rights and limitations thereof.

The closing of the sale and purchase of the shares of the Preferred was completed on April 17, 2025 for a purchase price of $ 100.00 .

The Series A Preferred Stock was redeemed on May 28, 2025, for a redemption price of $ 100.00 , following the annual meeting of stockholders.

On May 29, 2025, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware to cancel the designation of the Series A Preferred.

The share of Series A Preferred Stock, each time it was designated and issued, had no voting rights except with respect to certain share authorization proposals.

In the Share Authorization Proposals in the Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock dated August 6, 2025 the outstanding share of Series A Preferred Stock had 5,000,000,000 votes with respect to the Share Authorization Proposal.

On August 6, 2025, in connection with a purchase agreement entered into with Mr.

Aydt, the Company’s Global Co-CEO, the Company filed a COD of Series A Preferred Stock with the Secretary of State of the State of Delaware.

The Series A COD designates one share of the Company’s preferred stock as Series A Preferred Stock, and establishes and designates the preferences, rights and limitations thereof.

The closing of the sale and purchase of the share of Series A Preferred Stock was completed on August 6, 2025 for a purchase price of $ 100.00 .

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

The Certificate of Elimination cancelled the previous designation of one share of FFAI Series A Preferred Stock from the Charter.

On December 22, 2025, the Company entered into a purchase agreement with Matthias Aydt, pursuant to which the Company agreed to issue and sell one share of the Company’s newly designated Series A Preferred Stock, par value $ 0.0001 per share, for a purchase price of $ 100.00 .

The share of Series A Preferred Stock will have 7,000,000,000 votes, but has the right to vote only on the share authorization proposal.

The share of Series A preferred stock have no voting rights except with respect to the share authorization proposal.

Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily, pursuant to which assets of the Company or consideration received by the Company are to be distributed to the stockholders, the holder of Series A preferred stock shall be entitled to receive, before any payment is made to the holders of Common Stock by reason of their ownership thereof, an amount of $ 100.00 .

The share of Series A preferred stock are not entitled to receive dividends.

Series B Preferred Stock

On April 3, 2025, in connection with the initial closing under the 2025 March Unsecured SPA, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B COD”) with the Secretary of State of the State of Delaware, as amended on April 9, 2025.

The Series B COD authorized 9,000,000 shares of the

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Liquidation Preference

Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily, pursuant to which assets of the Company or consideration received by the Company are to be distributed to the stockholders, the holder of the shares of the Series A Preferred is entitled to receive, before any payment is made to the holders of Common Stock by reason of their ownership thereof, an amount equal to $ 100.00 .

Transfer and Redemption Restrictions

The shares of the Series A Preferred can not be transferred at any time prior to stockholder approval of the Shareholder Proposals without the prior written consent of the Board.

Any outstanding share of Series A Preferred are to be redeemed in whole, but not in part, for a redemption price of $ 100.00 , payable out of funds lawfully available therefor, upon the earlier of (i) any time such redemption is ordered by the Board in its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion, or (ii) automatically immediately following the approval by the Company’s stockholders of the relevant Shareholder Proposals.

The First Series A Preferred Stock was redeemed on July 31, 2024, following the annual meeting of stockholders.

The Second Series A Preferred Stock was redeemed on March 7, 2025 following the special meeting of stockholders.

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

The Series B Preferred Stock does not carry dividend rights and is generally non-transferable without the prior written consent of the Board of Directors.

Each share entitles the holder to one vote and votes together with the Common Stock as a single class on all matters submitted to stockholders, except where a separate class vote is required by law.

In the event of any liquidation, dissolution, or winding up of the Company, each share of Series B Preferred Stock is entitled to receive a priority distribution equal to the then-effective conversion price under the related convertible notes.

Upon the conversion of a holder’s convertible notes into Class A Common Stock, an equal number of Series B Preferred shares are automatically redeemed and retired without any additional consideration.

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

The qualifications, restrictions, and limitations relating to the Series B Preferred Stock remain unchanged.

During the year ended December 31, 2025, 14,720,914 shares of Series B Preferred Stock were issued in connection with 2025 March Unsecured SPA Notes and 2025 July Unsecured SPA Notes , which had an aggregate principal amount of $ 73.6 million.

During the same period 7,536,154 shares were cancelled upon conversion of 2025 March Unsecured SPA Notes with an aggregate principal amount of $ 25.4 million .

The Company evaluated these Series B Preferred Stock in connection with the March 2025 SPA Notes and the July 2025 SPA Notes and determined that such Series B Preferred Stocks are not freestanding based on the specific terms associated therewith.

As such, no economic value was assigned to the issuance of these Series B Preferred Stock.

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

8 unchanged sentences

Junior SPA Warrants 524,810 $ 1.16 Various through September 30, 2029

2024 Unsecured SPA Warrants 6,185,791 $ 1.22 Various through January 21, 2030

2025 March Unsecured SPA Warrants

5,178,828 (a) $ 1.39 or (b) $ 1.46

Various through December 31, 2030

2025 July Unsecured SPA Warrants 4,142,857 $ 2.02 August 22, 2030

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Public Warrants 2,453 $ 110,400.00 July 21, 2026

Private Warrants 12 $ 110,400.00 July 21, 2026

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2024 were as follows:

Number of Warrants Exercise Price Expiration Date

Ares warrants 5,776,657 $ 1.16 August 5, 2027

SPA Warrants 15,238 $ 1.16 Various through November 1, 2031

Junior SPA Warrants 5,931,638 $ 1.16 Various through September 30, 2029

2024 Unsecured SPA Warrants 10,788,746 $ 1.39 December 31, 2029

1 unchanged sentence

Private Warrants 12 $ 110,400.00 July 21, 2026

There were no warrants exercised for the year ended December 31, 2024.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

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

There were not any dilutive events during the year ended December 31, 2025 affecting these warrants.

On September 5, 2024, the Company issued the Junior Secured SPA Notes with a conversion price of $ 5.24 , which represents a dilutive issuance that triggers the full ratchet anti-dilution price protection.

6 unchanged sentences

The Company recognized the payment of the Deemed Dividend in Additional paid-in capital in the Company’s Consolidated Balance Sheets due to the Company’s accumulated deficit.

The Company measures the fair value of the equity-classified SPA Portfolio Note warrants using the Black-Scholes option pricing model.

The significant assumptions used in this model include the volatility of the Company’s Class A Common Stock, the expected term of the warrant, the risk-free rate, stock price, expected exercise price and the annual dividend yield.

The following table provides the assumptions used in the Black-Scholes option pricing model for equity-classified SPA Portfolio Note warrants granted during the year ended December 31, 2024:

Risk-free interest rate:

3.83 % - 4.35 %

Expected term (in years):

Expected volatility:

110 % - 115 %

Dividend yield:

The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2023 were as follows:

Number of Warrants Exercise Price Expiration Date

Ares warrants 228,482 $ 29.33 August 5, 2027

SPA Warrants 13,906 $ 29.33 Various through November 28, 2030

Public Warrants 2,453 $ 110,400.00 July 21, 2026

Private Warrants 12 $ 110,400.00 July 21, 2026

During the year ended December 31, 2023, 6,292 warrants were exercised to purchase 5,326 shares of Class A Common Stock for cash proceeds of $ 4.1 million.

Certain of the warrants were exercised pursuant to a cashless exercise feature whereby 966 warrant shares were surrendered as the purchase price.

Insufficient Authorized Shares

From time to time, certain of the Company’s equity-linked financial instruments may be classified as derivative liabilities under ASC 815, Derivatives and Hedging , due to the Company having insufficient authorized shares to fully settle the equity-linked financial instruments in shares.

In such case, the Company applies a sequencing policy under ASC 815-40, Contracts in Entity’s Own Equity , whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary due to the Company’s inability to demonstrate it has sufficient authorized shares to settle the equity-linked financial instrument in shares, the Company will reclassify contracts that have overlapping settlement dates with the latest inception date as derivative instruments.

The contracts 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 the Company has sufficient authorized, unissued shares to settle such contracts with shares.

The Company has elected to apply the same sequencing policy for share-based compensation arrangements if the Company granted share-based payment arrangements where the Company may have insufficient shares to settle the contract.

During the year ended December 31, 2025, holders of Junior Secured SPA Warrants to purchase 190,840 shares of common stock exercised such warrants, resulting in issuance of 190,840 shares and proceeds of $ 0.2 million (exercise price of $ 1.16 ).

Another 3,200,244 warrants were exercised on a cashless basis, resulting in issuance of 1,958,055 shares determined using the VWAP of $ 2.99 .

At the dates of exercise, the aggregate fair value of the exercised Junior Secured SPA warrants was $ 6.9 million, which was reclassified from the warrant liability to additional paid-in capital.

During the year ended December 31, 2025, holders of 2024 Unsecured SPA Warrants to purchase 1,000,000 shares of common stock exercised such warrants, resulting in issuance of 1,000,000 shares and proceeds of $ 1.2 million (exercise price of $ 1.22 ).

Another 7,760,260 warrants were exercised on a cashless basis, resulting in issuance of 4,367,131 shares, determined using a weighted average VWAP of $ 2.83 .

At the dates of exercise, the aggregate fair value of the exercised 2024 Unsecured SPA warrants was $ 13.4 million, which amount was reclassified from the warrant liability to additional paid-in capital.

During the year ended December 31, 2025, certain third party and related party holders voluntarily cancelled 44,551,199 warrants issued in connection with the Company’s SPA financings.

The cancellations did not result from amendments to the SPAs, and were not accompanied by additional consideration or changes to the related debt instruments.

Therefore, Management accounted for the cancellations as equity transactions, with the impact recorded to additional paid-in capital.

During the year ended December 31, 2025, the Company reclassified certain SPA Portfolio Notes warrants previously recorded as liabilities to equity following a reassessment of the applicable accounting guidance under ASC 815-40.

There were no warrants exercised or cancelled during the year ended December 31, 2024.

Warrants - AIXC

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

On February 28, 2023, upon shareholder approval to increase the Company’s authorized shares, the Company had sufficient authorized shares to fully settle all outstanding equity-linked financial instruments.

As of April 21, 2023, the Company had insufficient authorized shares to fully settle its equity-linked financial instruments in shares primarily due to the issuance of additional convertible notes and warrants between February 28, 2023 and April 21, 2023.

As a result of the Reverse Stock Split and the related increase in the number of available authorized shares of Class A Common Stock, effective August 25, 2023 the Company had sufficient authorized shares of Class A Common Stock to fully settle its equity-linked financial instruments in shares.

Accordingly, on August 25, 2023, the Company reclassified the fair value of the Earnout liability of $ 1.4 million and the fair value of the Share-based payment liability of $ 2.0 million into Additional paid-in capital.

Refer to the table summarizing the activity of Level 3 fair value measurements in Note 14, Fair Value of Financial Instruments for the changes in fair value of the Earnout liability and the Share-based payment liability recognized in periods when they were thus classified.

Salary Deduction and Stock Purchase Agreement

On September 21, 2023, certain executive officers of the Company entered into Salary Deduction and Stock Purchase Agreements (collectively, the “SD SPA”) with the Company.

Under the SD SPA, on each payroll date after the receipt of stockholder approval of the SD SPA, the officer has agreed to authorize the Company to deduct 50 % of the officer’s after-tax base salary.

This deducted amount will be used to purchase a number of shares of Class A Common Stock determined using the VWAP (as defined in the SD SPA) of Class A Common Stock per share on the applicable payroll date.

Pursuant to the SD SPA, the officer may decrease the amount of the deduction upon notice to the Board.

On September 4, 2024 (the “Effective Date”), the Board approved changes to the compensatory arrangements for the Company’s Global CEO, Matthias Aydt, and the Company’s Founder and Chief Product and User Ecosystem Officer, Yueting Jia.

In furtherance of the Board approval, Mr.

Jia entered into new SD SPAs to authorize the Company to deduct a portion of the officers’ after-tax base salary (equal to approximately 64 % of his initial pro-rated $ 550,000 base salary for Mr.

Aydt and approximately 56 % of his initial pro-rated $ 612,000 base salary for Mr.

Jia, in each case after-tax).

The September 2024 SDA SPAs will terminate on the three-month anniversary of the Effective Date.

For the year ended December 31, 2024, Mr.

Jia purchased shares of the Company’s Class A common stock in an aggregate amount of 49,659 shares for a weighted average purchase price of $ 2.06 per share.

As a result of the business acquisition of AIXC, as described in Note 3 Business Acquisition , the Company consolidates AIXC warrants outstanding as of December 31, 2025.

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

Number of Warrants Exercise Price Expiration Date

Preferred Warrants - AIXC 160 $ 1,270.25 Various through 2027

Other Warrants - AIXC 72,004 (a) $ 5.82 or (b) $ 6.50

Various in 2028-2029

2024 Pre-funded Warrants - AIXC 51,199 $ 0.05 Indefinite

2024 Placement Agent Warrants - AIXC 16,019 $ 7.80 September 2029

2025 Placement Agent Warrants - AIXC 1,087,266 $ 2.47 September 2030

The AIXC warrants consist of (i) Preferred Warrants – AIXC, Other Warrants – AIXC and 2025 Placement Agent Warrants – AIXC, which are classified as equity in AIXC’s standalone Financial Statements, and (ii) 2024 Pre-funded Warrants – AIXC and 2024 Placement Agent Warrants – AIXC, which are classified as liabilities.

Other Warrants - AIXC, 2024 Placement Agent Warrants - AIXC and 2025 Placement Agent Warrants - AIXC contain full ratchet anti-dilution price protection that requires the exercise price to be adjusted if AIXC sells shares of Common Stock below the current exercise price.

The liability-classified AIXC warrants are measured at fair value on a recurring basis, with changes in fair value recognized in other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss.

These warrants were initially recognized at their respective fair values on the date the Company obtained control of AIXC and any gains or losses related to changes in fair value prior to that date were recorded in AIXC’s standalone statements of operations.

The liability-classified AIXC warrants are included in the warrant liability fair value rollforward presented in Note 15 Fair Value of Financial Instruments .

Insufficient Authorized Shares

From time to time, certain of the Company’s equity-linked financial instruments may be classified as derivative liabilities under ASC 815, Derivatives and Hedging , due to the Company having insufficient authorized and unissued shares to fully settle such instruments in shares.

In assessing whether it has sufficient authorized and unissued shares available for share settlement, the Company evaluates the maximum number of shares that could be required to be issued under the instrument being assessed, together with the maximum potential shares issuable under all other existing commitments that may require the issuance of shares, including convertible debt, stock options, warrants, share-based payment awards, and other equity-linked instruments, in accordance with ASC 815-40.

The Company also considers instruments with legally enforceable share reserve provisions as having priority in the allocation of available shares.

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

Contracts reclassified to derivative liabilities are recognized at fair value, with changes in fair value recognized in earnings, until the conditions giving rise to such derivative liability classification are resolved or the Company has sufficient authorized and unissued shares to settle such contracts in shares.

The Company applies the same sequencing policy to share-based compensation arrangements when it may not have sufficient authorized and unissued shares available to settle such arrangements in shares.

Stock-Based Compensation

In July 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”).

The 2021 Plan allows the Board of Directors to grant up to 5,164 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Class A Common Stock to employees, directors, and non-employees.

The 2021 Plan allows the Board to grant up to 5,164 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Class A Common Stock to employees, directors, and non-employees.

The number of shares of Class A Common Stock available under the 2021 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2024, and continuing until (and including) the calendar year ending December 31, 2031.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Annual increases are equal to the lesser of (i) 5 percent of the number of shares of Class A Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board.

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

At the stockholder’s meeting held September 19, 2025, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2021 Stock Incentive Plan in order to increase the number of shares of FFAI Class A Common Stock available for issuance under the 2021 Plan by an additional 9.5 million shares.

The intent of this increase is to bring authorized shares under the 2021 Plan close to industry level.

As of December 31, 2025, and 2024 the Company had 260,075 and 530,131 shares of Class A Common Stock available for future issuance under the 2021 SI Plan.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Option Awards

As of December 31, 2025, the total unrecognized stock-based compensation expense for stock options granted under the 2021 Plan was less than $ 0.1 million, which is expected to be recognized over a weighted average period that is less than 1.00 year.

Most options granted under the 2021 Plan vest over a four-year period and are contingent upon the grantee’s continued service.

There were no options granted under the 2021 Plan during the year ended December 31, 2025.

As of December 31, 2024, the total unrecognized stock-based compensation expense for stock options granted under the 2021 Plan was less than $ 0.1 million, which is expected to be recognized over a weighted average period of 2.26 years.

There were no options granted under the 2021 Plan during the year ended December 31, 2024.

The total grant date fair value of options vested during the years ended December 31, 2025, and 2024 was less than $ 0.1 million and $ 2.0 million, respectively.

A summary of the Company’s stock option activity under the 2021 Plan is as follows:

5 unchanged sentences

798 $ 19,885.20 8.74 $ 5,351

Granted 313 $ 10,368.00

Exercised ( 6 ) $ 8,544.00

Expired/forfeited ( 390 ) $ 20,794.36

6 unchanged sentences

315 $ 21,774.93 6.59 $ —

There were no options granted under the 2021 Plan during the year ended December 31, 2024.

The weighted-average assumptions used in the Black-Scholes option pricing model for awards granted during the year ended December 31, 2023 are as follows:

Risk-free interest rate:

Expected term (in years):

Expected volatility:

Dividend yield:

The total grant date fair value of options vested during the years ended December 31, 2024 and 2023 was $ 2.0 million and $ 2.5 million, respectively.

Restricted Stock Units

As of December 31, 2025, the total unrecognized stock-based compensation expense for RSUs granted under the 2021 Plan was $ 0.5 million which is expected to be recognized over a weighted average period of 0.29 years.

Most RSUs granted under the 2021 Plan vest over a four-year period and are contingent upon the grantee’s continued service, except for RSUs granted to members of the Board of Directors, which generally vest over an approximately one-year period.

The total grant date fair value of RSUs vested during ended December 31, 2025, and 2024 was $ 0.5 million and $ 8.4 million, respectively.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

A summary of the Company’s RSU activity under the 2021 Plan is as follows:

13 unchanged sentences

447,364 $ 2.05

(1) The Company’s subsidiaries in China have employees who are citizens of the PRC.

Pursuant to the regulation Circular 78 and Circular 7 issued by the Central State Administration of Foreign Exchange of PRC (“SAFE”), we cannot release vested RSUs to it’s PRC citizen employees before they have completed the required SAFE registration with a dedicated account set up for each of them to repatriate proceeds back to China under the SAFE.

As a result, 151 RSUs of the Company’s PRC citizens employees vested in 2022 were included in the outstanding RSUs at December 31, 2022 as unreleased RSUs because those employees did not complete the SAFE registration process.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

As of December 31, 2024, the total unrecognized stock-based compensation expense for RSUs granted under the 2021 Plan was $ 0.8 million which is expected to be recognized over a weighted average period of 1.71 years.

The total fair value of RSUs vested during the years ended December 31, 2024 and 2023 was $ 8.4 million and $ 4.4 million, respectively.

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

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

The total grant date fair value of options vested during the years ended December 31, 2025, and 2024 was less than $ 0.1 million and $ 2.3 million, respectively.

As of December 31, 2025, there were no unrecognized stock-based compensation expense for stock options granted under the EI Plan.

A summary of the Company’s stock option activity under the EI Plan is as follows:

13 unchanged sentences

1,753 $ 26,277.84 3.56 $ —

The total grant date fair value of options vested during the years ended December 31, 2024 and 2023 was $ 2.3 million and $ 9.3 million, respectively.

As of December 31, 2024, the total unrecognized stock-based compensation expense for stock options granted under the EI Plan was less than $ 0.1 million which is expected to be recognized over a weighted average period of 1.69 years.

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

The STI Plan does not specify a limit on the number of stock options that can be issued under the plan.

Per the terms of the STI Plan the Company must reserve and keep available a sufficient number of shares to satisfy the requirements of the STI Plan.

The STI Plan does not specify a limit on the number of stock options that may be issued under the plan.

Under the terms of the STI Plan, the Company is required to reserve and keep available a sufficient number of shares to satisfy the plan’s requirements.

The Company no longer issues equity awards under this plan.

The total grant date fair value of options vested during the years ended December 31, 2025, and 2024 was less than $ 0.1 million and $ 7.8 million, respectively.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

As of December 31, 2025, there were no unrecognized stock-based compensation expense for stock options granted under the STI Plan.

A summary of the Company’s stock option activity under the STI Plan is as follows:

13 unchanged sentences

195 $ 58,591.00 5.11 $ —

The total grant date fair value of options vested during the years ended December 31, 2024 and 2023 was $ 7.8 million and $ 1.7 million, respectively.

As of December 31, 2024, the total unrecognized stock-based compensation expense for stock options granted under the STI Plan was less than $ 0.1 million, which is expected to be recognized over a weighted average period of approximately 1.78 years.

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

Effective April 23, 2025, the Company entered into an offer letter with Mr.

Yueting Jia, under which he was appointed to serve as Global Co-CEO.

In connection with his service, Mr.

Jia is eligible to receive contingent equity awards if the Company achieves certain stock price or market capitalization milestones.

These awards are made outside of the Company’s existing equity incentive plans.

The equity award structure consists of two phases:

For every $ 5.00 increase in the Company's daily closing stock price or $ 700.0 million increase in market capitalization, measured from April 23, 2025, Mr.

Jia is eligible to receive restricted stock units (RSUs) equal to 1 % of the Company's outstanding shares at the time the milestone is achieved.

Awards under this phase are capped at 5 % of the Company’s outstanding shares.

After reaching the 5 % cap under Phase 1, Mr.

Jia is eligible to receive additional RSUs for each $ 20.00 increase in stock price or $ 3.0 billion increase in market capitalization, again equal to 1 % of outstanding shares per milestone, up to a cumulative total of 9 % of outstanding shares.

To qualify for any award, the applicable stock price or market capitalization level must be sustained for at least 15 consecutive trading days.

The effects of stock splits, dividends, mergers, or acquisitions are excluded from milestone calculations.

There is no expiration date associated with achievement of the award.

The award qualifies for equity accounting pursuant to the provisions of ASC 718, however, since the Company has insufficient authorized but unissued shares the award is presented as a liability within Accrued Expenses and Other Current Liabilities in the Consolidated Balance Sheet for the period ended December 31, 2025.

The fair value of Mr.

Jia’s award at grant date was $ 10.3 million with an estimated total derived service period of 7.61 years, with expected milestone achievement dates between 2029 and 2032.

As of December 31, 2025 the fair value of Mr.

Jia’s award is $ 19.3 million with a remaining total derived service period of 6.44 years.

The Company recognizes expense for Mr.

Jia’s award using the accelerated attribution method.

Jia’s award was valued using a Monte Carlo simulation model based on a Geometric Brownian Motion framework.

Jia’s award is liability classified due to the Company’s insufficient authorized but unissued share reserves, the Company has made the election not to revise the estimated derived service period in connection with the periodic re-measurement of the award.

Details on key assumptions and inputs used in valuing Mr.

Jia’s award can be found at Note 15, Fair Value of Financial Instruments.

The Company began recognizing expense for Mr.

Jia’s market-based awards, which are in addition to his annual equity plan, at the inception of the arrangement.

The compensation expense recognized in the years ended December 31, 2025, and 2024 was $ 2.4 million and $ 0.0 million, respectively.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Stock-based compensation expense

The following table presents stock-based compensation expense for all of the Company’s 2021 Plan, EI Plan, STI Plan and Common Units of FF Global included in each respective expense category in the Consolidated Statements of Operations and Comprehensive Loss is as follows:

Years Ended December 31,

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

(in thousands) 2025 2024

3 unchanged sentences

$ 3,150 $ 8,382

Included in stock-based compensation expense for the year ended December 31, 2023 is $ 4.1 million related to when the Company’s share-based payment awards were classified as liabilities from time to time during the year ended December 31, 2023.

Fair Value of Financial Instruments

2 unchanged sentences

The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices for identical instruments in active markets.

The Company had no cash equivalents on December 31, 2024 and 2023.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

As of December 31, 2025, and 2024 the Company had cash equivalent balances of $ 16.0 million and $ 0.0 million, respectively.

Digital Assets

The Company measures digital assets at fair value in accordance with ASC 820, Fair Value Measurement .

Fair value is determined using quoted prices in active markets for identical assets (Level 1 inputs).

Accordingly, the Company classifies its digital assets within Level 1 of the fair value hierarchy under ASC 820.

The Company utilizes pricing information provided by the principal market, which is based on observable market prices from active trading exchanges.

As of December 31, 2025 and 2024, the Company had digital asset balances of December 31, 2025, and 2024 the Company had digital asset balances of $ 10.3 million and $ 0.0 million, respectively.

Notes Payable & Related Party Notes Payable

1 unchanged sentence

Specifically, the SPA Portfolio Notes or notes convertible into SPA Portfolio Notes as they contain embedded liquidation premiums with conversion rights that represent embedded derivatives (see Note 8, Notes Payable and Note 9, Related Party Transactions ).

The Company used a binomial lattice model and discounted cash flow methodology to value the notes carried at fair value.

The significant assumptions used in the models include the volatility of the Class A Common Stock, the Company’s expectations around the full ratchet anti-dilution trigger, the Company’s debt discount rate based on a CCC rating, annual dividend yield, and the expected life of the instrument.

Fair value measurements associated with the notes payable and related party notes payable represent Level 3 valuations under the fair value hierarchy.

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

The Company uses a binomial lattice model and discounted cash flow methodology to value the notes carried at fair value.

The significant assumptions used in the models include the volatility of the Class A Common Stock, the Company’s expectations around the full ratchet anti-dilution and other triggering events, the discount rate applied to the Notes, which incorporates a market benchmark rate and a company-specific credit spread, annual dividend yield, and the expected life of the instrument.

Because the valuation incorporates significant unobservable inputs, including the Company’s credit spread and expected triggering events, the instruments are classified within Level 3 of the fair value hierarchy.

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

For liabilities measured under the fair value option, the portion of the change in fair value attributable to instrument-specific credit risk is presented in other comprehensive income.

The Company determines this amount by evaluating changes in the credit spread embedded in the discount rate used to value the convertible notes relative to a market benchmark rate.

Changes in the benchmark component are considered market factors, while changes in the Company’s spread relative to the benchmark represent instrument-specific credit risk.

During the periods presented, the Company’s credit spread did not change;

accordingly, no portion of the change in fair value of the convertible notes was attributable to instrument-specific credit risk.

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

SPA Portfolio Note Warrants

The Company is required to measure certain SPA Portfolio Note warrants at fair value.

The Company uses a Monte Carlo simulation model to measure the fair value of the liability classified SPA Warrants, where the significant assumptions used include the volatility of the Company’s Class A Common Stock, the Company’s expectations around the full ratchet anti-dilution trigger, the contractual term of the warrant, the risk-free rate and annual dividend yield.

Fair value measurements associated with the liability-classified warrants represent Level 3 valuations under the fair value hierarchy.

The fair value adjustments related to the liability classified warrants were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options or Change in fair value of related party notes payable and related party warrant liabilities, in the Consolidated Statements of Operations and Comprehensive Loss

Public and Private Warrants

Upon the closing of the Business Combination, the Company assumed 2,394 Public Warrants and 62 Private Warrants from PSAC.

The Company also issued 9 Private Warrants to settle related party notes of PSAC.

The Public Warrants are indexed to the Company’s own stock and, as such, meet the scope exception in accordance with ASC 815-40 to be classified in equity.

The Private Warrants are classified as liabilities and the fair value is included in Warrant liabilities in the Consolidated Balance Sheets.

The Company valued the Private Warrants using a binomial lattice model.

Inherent in a binomial lattice model are assumptions related to risk free rate, annual dividend yield, expected warrant life, and volatility of the Company's stock.

The Company estimated the fair value of the Private Warrants to be zero and $ 0.1 million as of December 31, 2024, and 2023, respectively.

Changes in the fair value of the Private Warrants are recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Fair value measurements associated with the Private Warrants liabilities represent Level 3 valuations under the fair value hierarchy.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

2025 Convertible Note - AIXC

The fair value of the 2025 Convertible Note - AIXC was estimated using a Monte Carlo simulation model.

Key inputs to the model include the AIXC’s stock price, expected equity volatility, the expected equity financing date, the contractual maturity date, risk-free interest rates, and an assessment of the Company’s credit risk.

These inputs represent significant unobservable inputs and, accordingly, the instrument is classified within Level 3 of the fair value hierarchy.

Warrant Liabilities

The Company measures certain SPA Portfolio Note warrants, AIXC warrants, and Private Warrants assumed in the Business Combination, that are classified as liabilities, at fair value.

The Company uses various option pricing models, including Monte Carlo simulation model, binominal lattice, and the Black Scholes model, to measure the fair value of the instruments based on the specific contractual features.

Significant assumptions used in the valuation models include the volatility of the Company’s Class A Common Stock (or AIXC’s common stock, as applicable), the Company’s expectations around potential down-round protection triggering events, contractual term, risk-free rate and expected annual dividend yield.

Because the valuation of these instruments incorporates significant unobservable inputs, warrant liabilities are classified within Level 3 valuations of the fair value hierarchy.

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

Derivative Call Options

The Junior Secured SPA investors and the 2024 Unsecured SPA investors were issued Incremental Warrants to purchase additional Junior Secured SPA Notes and 2024 Unsecured SPA Notes, respectively, up to the amounts originally funded under their commitments.

The Company estimates the fair value of the Incremental Warrants using a Monte Carlo simulation model where the significant assumptions used include the volatility of the Company’s Class A Common Stock, the Company’s expectations around the full ratchet trigger, the contractual term of the Incremental Warrants, the risk-free rate and annual dividend yield.

Holders of the Junior Secured SPA Notes, the 2024 Unsecured SPA Notes, and 2025 March Unsecured SPA Notes were issued Incremental Warrants to purchase additional notes on the same terms and conditions up to the amounts originally funded under their commitments.

The Company estimates the fair value of the Incremental Warrants using both a binomial lattice model and Monte Carlo simulation to value the Incremental Warrants as the Incremental Warrants entitle the holder to the relevant SPA Portfolio Note and SPA Portfolio Warrant upon exercise.

The significant assumptions used include the volatility of the Company’s Class A Common Stock, the Company’s expectations around the full ratchet anti-dilution and other triggering events, the contractual term of the Incremental Warrants, the risk-free rate and annual dividend yield.

The underlying convertible notes and the warrants issuable upon the exercise of the Incremental Warrant were assumed to be exercisable up to the maximum allowable amount.

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Fair value measurements associated with the liability-classified derivatives represent Level 3 valuations under the fair value hierarchy.

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

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

Market-based Awards

In connection with his appointment as Global Co-CEO effective April 23, 2025, the Company entered into an offer letter with Yueting Jia that includes a market-based equity award, as further described in Note 14, Stock-Based Compensation .

The award is contingent upon the achievement of specified stock price and market capitalization milestones and was granted outside of the Company’s existing equity incentive plans.

The fair value of the award is remeasured quarterly using a Monte Carlo simulation model based on a Geometric Brownian Motion framework.

Significant assumptions used in the valuation included a stock price of $ 1.02 , an effective date market capitalization of $ 76.4 million, a risk-free rate of 4.17 %, a selected equity volatility of 80.0 %, and an estimated contractual term of ten years .

The remaining total derived service period for the award is 6.44 years, with expected milestone achievement dates between 2027 and 2032.

The Company concluded that the award qualifies for equity classification under ASC 718.

However, because the Company does not currently have a sufficient number of authorized but unissued shares the award is classified as liability within Accrued Expenses and Other Current Liabilities in the Consolidated Balance Sheet for the period ended December 31, 2025 .

Shares based compensation expense is recorded in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Liabilities due to Insufficient Authorized Shares

From time to time, certain of the Company’s equity-linked financial instruments may be classified as derivative liabilities under ASC 815, Derivatives and Hedging, due to the Company having insufficient authorized shares to fully settle the equity-linked financial instruments in shares.

See Note 12, Stockholders' Equity .

As of December 31, 2024, the Company did not have any instruments classified as a liability due to insufficient authorized shares.

Director Awards

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

The closing price of the Company’s Class A Common Stock was $ 3.00 on August 14, 2025, representing an aggregate approved award value of $ 450,000 for the three directors.

On December 31, 2025, the Board approved the use of the closing stock prices on August 14, 2025 and December 31, 2025 in determining the number of RSUs to be issued and authorized a make-whole adjustment to compensate the directors for the decline in the Company’s stock price between those dates.

The closing price of the Company’s Class A Common Stock was $ 1.02 on December 31, 2025.

At the time of approval, the Company did not have a sufficient number of authorized and unissued shares available for issuance.

As a result, the Company classified these awards as liability-classified awards.

The awards will continue to be accounted for as liabilities until the share sufficiency issue is resolved.

The fair value of the RSU awards was determined using the quoted market price of the Company’s Class A Common Stock, which represents an unadjusted quoted price in an active market for identical securities.

Accordingly, the fair value measurement is classified within Level 1 of the fair value hierarchy under ASC 820, Fair Value Measurement.

Each RSU represents the right to receive one share of the Company’s Class A Common Stock upon vesting and settlement.

The awards vest upon the earlier of the next annual meeting of stockholders following the grant date or April 15, 2026, subject to the director’s continued service through the applicable vesting date and stock based compensation expense is recorded in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss.

Recurring Fair Value Measurements

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(in thousands) Level 1 Level 2 Level 3

Money-market funds $ 15,957 $ — $ —

Digital assets $ — $ 10,250 $ —

Warrant liabilities 1

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Derivative call options 1

$ — $ — $ 12,546

Notes payable 1

$ — $ — $ 56,376

Market-based awards $ — $ — $ 2,371

Director awards $ 261 $ — $ —

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

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$ — $ — $ 28,864

Derivative call options 1

$ — $ — $ 29,709

Notes payable 1

$ — $ — $ 46,628

_______________

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

There were not any transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the year ended December 31, 2024.

The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, accounts payable, accrued liabilities and notes payable, other than the SPA Portfolio Notes, approximate fair value because of their short-term nature or contractually defined value.

There were no transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the years ended December 31, 2025, and 2024.

The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, accounts payable, accrued liabilities and notes payable, other than the SPA

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Portfolio Notes and the 2025 Convertible Note - AIXC, approximate fair value because of their short-term nature or contractually defined value.

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

(in thousands) Warrant Liabilities 1

Derivative Call Option 1

Notes Payable 1

Market-based award 4

Balance as of December 31, 2024

$ 28,864 $ 29,709 $ 46,628 $ —

Additions 49,364 2

Additions - Business Combination 362 — 340 —

Change in fair value measurements ( 21,848 ) ( 42,886 ) ( 39,787 ) 90

Conversions of notes to Class A Common Stock — — ( 84,310 ) —

Warrant exercise ( 20,251 ) — — —

Cancellation of Warrants ( 27,407 ) — — —

Reclassification of liability classified warrants to equity ( 7,134 ) — — —

Exercise of derivative call options — ( 14,666 ) — —

Balance as of December 31, 2025

$ 1,950 $ 12,546 $ 56,376 $ 2,371

_______________

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

2 Addition to Warrant Liabilities and Derivative Call Option are included as loss in line items Change in fair value of notes payable, warrant liabilities, and derivative call options and Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Consolidated Statements of Operations and Comprehensive Loss .

This information is presented to facilitate reconciliation to the related amounts reported in the Consolidated Statements of Operations and Comprehensive Loss .

3 Additions of Notes Payable measured at fair value are presented net of the initial fair value adjustment recorded at issuance.

The aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 24,265 thousand.

This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

In addition, the line item Change in fair value of notes payable, warrant liabilities, and derivative call options includes a loss of $ 6,044 thousand, and the line item Change in fair value of related party notes payable, warrant liabilities, and derivative call options includes a loss of $ 189 thousand, both of which relate to debt issuance costs.

These costs are separately identifiable from the fair value adjustments described above and are not included in the Additions of Notes Payable This information is presented to facilitate reconciliation to the related amounts reported in the Consolidated Statements of Operations and Comprehensive Loss.

4 As discussed in Note 14, Stock-Based Compensation, the issuance date fair value of the Market-based award is $ 10.3 million and as of December 31, 2025 the fair value of the Market-based award was $ 19.3 million.

Amounts displayed here represent vesting for the award based on the issuance date fair value and the subsequent remeasurement of amounts vested.

(in thousands) Warrant Liabilities 1

Derivative Call Option Notes Payable 1

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

Table of Conten t s

Faraday Future Intelligent Electric Inc.

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The following adjustments account for these differences for the years ended December 31, 2025, and 2024:

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 1, Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies , the reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025 was as follows (in thousands, except for percentages):

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Expected Federal Income Tax (benefit) at Statutory rate $ ( 83,374 ) 21.0 %

State and local income Taxes, net of fed effects 1

State income taxes (net of federal benefit) ( 19,638 ) 5.0 %

Changes in State Valuation Allowance 19,651 ( 5.0 ) %

Foreign tax effects 2

Foreign Tax Rate Difference 198 ( 0.1 ) %

Expiration of Tax Attributes 866 ( 0.2 ) %

Other ( 470 ) 0.1 %

Changes in Foreign Valuation Allowance 1,172 ( 0.3 ) %

Changes in Valuation Allowance 59,053 ( 14.9 ) %

Nontaxable or Nondeductible Items

Fair value debt adjustments 12,142 ( 3.1 ) %

Disallowed Interest 7,581 ( 1.9 ) %

Non-Controlling Interest 944 ( 0.2 ) %

Goodwill Impairment 935 ( 0.2 ) %

Other permanent differences 868 ( 0.2 ) %

Changes in Unrecognized Tax Benefits 135 — %

Effective Tax Rate $ 63 — %

(1) The tax effect in this category reflects state and local taxes in California.

(2) The tax effect in this category primarily reflects income taxes in China and U.A.E.

The reconciliation of taxes at the federal statutory rate to Company’s provision for (benefit from) income taxes for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:

Federal income tax expense 21.0 %

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Valuation allowance ( 9.0 ) %

These adjustments result in an effective tax rate of 0.1 % in 2024 compared to 0.0 % in 2023.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The main changes in permanent differences related to fair value adjustments on convertible related party notes payable and notes payable and disallowed interest expense.

The main changes in foreign tax rate difference and valuation allowance related to lower foreign losses incurred in 2024.

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 1, Nature of Business and Organization, Basis of Presentation, and Summary of Significant Accounting Policies , cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows (in thousands):

California 14

Total cash paid for income taxes, net of refunds $ 14

Cash paid for income taxes, net of refunds, during the year ended December 31, 2024 was $ — million.

Deferred Tax Assets & Liabilities and Valuation Allowance

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Research and development credits 4,239 4,239

Accrued liabilities 25,581 16,646

Capital loss — 3,420

Accrued liabilities and reserves 23,063 25,581

Construction in progress - Impairment 3,001 —

Depreciation & impairment 19,748 —

Amortization 7,724 8,803

Deposits - Impairment 2,676 —

Capitalized R&D expense 27,266 53,125

7 unchanged sentences

Depreciation — ( 20,174 )

Indefinite-lived Intangible ( 945 )

State taxes ( 31,133 ) ( 25,944 )

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Net deferred tax assets (liabilities) $ ( 907 ) $ —

The Company has recognized a full valuation allowance as of December 31, 2024, and 2023 since, in the judgment of management given the Company’s history of losses, the realization of these deferred tax assets was not considered more likely than not.

The valuation allowance was $ 457.7 million and $ 426.0 million as of December 31, 2024, and 2023, respectively, with increases attributable to the current year’s provision.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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During December 31, 2025 and 2024, the Company evaluated the realizability of its net deferred tax assets based on available positive and negative evidence and concluded that the likelihood of realization of the benefits associated with its net deferred tax assets does not reach the level of more likely than not due to the Company’s history of cumulative pre-tax losses and risks associated with the generation of future income given the current stage of the Company’s business.

The following table summarizes the valuation allowance:

(in thousands) 2024 2023

Beginning balance $ 426,003 $ 361,804

Increase related to current year tax positions 31,735 64,199

Ending balance $ 457,738 $ 426,003

The Company has recognized a full valuation

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

allowance as of December 31, 2025 and 2024 since, in the judgment of management given the Company’s history of losses, the realization of these deferred tax assets was not considered more likely than not.

The Company has recorded a net deferred tax liability of $ 0.9 million and $ — million as of December 31, 2025 and December 31, 2024 respectively in connection with the recognition of identified intangible assets from the business acquisition during the year ended December 31, 2025.

Because reversal of the indefinite-lived intangible assets cannot be predicted with reasonable certainty, these liabilities cannot be used as a source of taxable income to support the realization of the deferred tax assets.

The valuation allowance was $ 537.9 million and $ 457.7 million as of December 31, 2025 and 2024, respectively, with increases attributable primarily to the current year’s provision.

and a small portion on account of AIXC acquisition accounting.

Net Operating Loss Carryforwards and R&D tax credit carryforward

As of December 31, 2025, the Company has U.S.

federal net operating loss carryforwards of $ 1,328.5 million, which will begin to expire in 2034, and foreign net operating loss carryforwards of $ 48.0 million, began expiring in 2024.

federal net operating loss (“NOLs”) carryforwards of $ 1,589.6 million, California net operating loss carryforwards of $ 1,494.3 million and foreign net operating loss carryforwards of $ 58.0 million.

federal net operating loss carryforwards of $ 1,508.6 million generated post the Tax Cuts and Jobs Act may be carried forward indefinitely, subject to the 80% taxable income limitation on the utilization of the carryforwards.

federal net operating loss carryforwards of $ 81.0 million generated prior to December 31, 2017 may be carried forward for twenty years.

As of December 31, 2024, the Company has California net operating loss carryforwards of $ 1,360.2 million, which will begin to expire in 2034.

The Company has 2035 U.S.

federal R&D tax credit carryforwards and a state R&D tax credit carryforward of $ 4.2 million as of December 31, 2024 which will begin to expire in 2035.

The California net operating loss carryforwards will begin to expire in 2034.and foreign net operating loss carryforwards have begun expiring.

The Company has no U.S.

federal R&D tax credit carryforwards and a state R&D tax credit carryforward of $ 4.2 million as of December 31, 2025.

state tax credits do not expire and can be carried forward indefinitely.

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In addition, future changes in the Company’s stock ownership, some of which may be outside of the Company’s control, could result in an ownership change under Section 382 and Section 383 of the Code.

AIXC’s preacquisition NOLs and R&D credits are fully limited under Section 382 and Section 383 and are not included in the deferred tax assets listed in table above.

Reinvestment of Earnings

3 unchanged sentences

The Company is subject to taxation and files income tax returns with the U.S.

federal government, the state of California, , as well as under the tax laws of the People’s Republic of China.

federal government, the state of California, as well as under the tax laws of the People’s Republic of China, Hong King, and the U.A.E.

As of December 31, 2025, the 2022 through 2025 federal income tax returns and 2021 through 2025 state income tax returns are open to exam.

Th e Company is not under any income tax audits.

However, if loss carryforwards of tax years prior to 2022 (2021 for California) are utilized in the U.S., these tax years, except those closed under previous examinations, may become subject to investigation by the tax authorities.

All of the prior year income tax returns, from 2018 through 2025, are open under China tax law.

The Company is not under any income tax audits.

Uncertain Income Tax Position

5 unchanged sentences

Ending balance $ 10,222 $ 10,087

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

In accordance with ASC 740-10, Income Taxes — Overall , the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority.

An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

No interest and penalties related to the Company’s unrecognized tax benefits was accrued as of December 31, 2024, and 2023, as the uncertain tax benefit only reduced the net operating losses.

No interest and penalties related to the Company’s unrecognized tax benefits were accrued as of December 31, 2025 and 2024.

The Company does not expect its uncertain income tax positions to have a material impact on its Consolidated Financial Statements within the next twelve months.

As of December 31, 2024 and 2023, the realization of uncertain tax positions were not expected to impact the effective rate due to a full valuation allowance on federal and state deferred taxes.

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

As of December 31, 2025 and 2024, the realization of uncertain tax positions were not expected to impact the effective rate due to a full valuation allowance on related deferred taxes.

On July 4, 2025, the U.S.

H.R.1, an act to provide for reconciliation pursuant to title II of H.

(the “OBBBA”) was enacted.

The OBBBA introduces multiple tax law and other legislative changes, including modifications to income tax provisions such as domestic research and development expenses, capital expenditures, and U.S.

taxation of international earnings.

The Company has recognized the effects of the OBBBA provisions in the financial results to the extent they are applicable to the year ended December 31, 2025.

The Company will continue to evaluate the impact of these provisions on 2026 and subsequent consolidated financial statements.

Net Loss per Share

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

The following data shows the amounts used in computing net loss per share and the effect on net loss and the weighted-average number of shares for the years ended December 31, 2024, and 2023:

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

(in thousands, except share and per share amounts) 2025 2024

Net loss $ ( 355,847 ) $ ( 431,744 )

Net loss attributable to Faraday Future Intelligent Electric Inc.

$ ( 390,696 ) $ ( 355,847 )

Deemed Dividend — ( 7,576 )

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The Company reported net losses for all periods presented, resulting in all potentially dilutive Common Stock equivalents being considered antidilutive and excluded from the calculation of net loss per share.

The table below presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of Common Stock attributable to Common Stock stockholders due to their antidilutive effect as of December 31,:

The Company’s Series B Preferred Stock is not convertible into Class A Common Stock and does not participate in the Company’s earnings and, therefore, is not a potentially dilutive security under ASC 260.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

Shares issuable upon conversion of SPA Portfolio Notes 72,340,661 41,054,586

8 unchanged sentences

99,319,580 64,483,012

Segment Information

The Company has two reportable segments:

AI Electric Vehicles (“AIEV”) and AIXC.

Our reportable segments are based upon the industries where the Company commercializes its products and services.

As of December 31, 2025, the Company has strategically allocated its resources in the electric vehicle and digital asset markets.

Furthermore, our reportable segments reflect how we report our financial results to the chief operating decision maker ("CODM").

Our CODM is the Global Co-CEO who is responsible for reviewing segment performance and making decisions regarding resource allocation.

“Loss from operations” is the segment performance measurement that the CODM reviews for both segments and the Company identified the same measurement as the key measure of “significant segment expense.”

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

The following table presents revenues, expenditures and loss from operations data of the Company and its reportable segments for the years ended December 31, 2025 and 2024.

In 2024, the Company operated as a single segment (AIEV).

(in thousands) AIEV AIXC Consolidated AIEV AIXC Consolidated

Revenue $ 536 $ — $ 536 $ 539 $ — $ 539

Cost of revenues 98,302 — 98,302 84,029 — 84,029

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

Operating expenses

Research and development 16,757 ( 154 ) 16,603 25,227 — 25,227

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

Sales and marketing 12,310 — 12,310 9,278 — 9,278

General and administrative 52,615 3,118 55,733 43,164 — 43,164

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

Asset impairment on long-lived assets 137,435 — 137,435 1,847 — 1,847

Impairment of goodwill and intangible assets 4,450 — 4,450 — — —

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

Total operating expenses 226,026 7,258 233,284 66,248 — 66,248

Loss from operations $ ( 323,792 ) $ ( 7,258 ) $ ( 331,050 ) $ ( 149,738 ) $ — $ ( 149,738 )

Other segment disclosures were as follows:

(in thousands) AIEV AIXC Consolidated AIEV AIXC Consolidated

Depreciation and amortization $ 64,807 $ — $ 64,807 $ 71,442 $ — $ 71,442

Interest expense $ ( 8,296 ) $ ( 353 ) $ ( 8,649 ) $ ( 7,895 ) $ — $ ( 7,895 )

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

Net loss on digital assets

$ ( 529 ) $ ( 3,588 ) $ ( 4,117 ) $ — $ — $ —

Segment net assets $ ( 18,666 ) $ 26,425 $ 7,759 $ 114,967 $ — $ 114,967

Subsequent Events

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Subsequent SPA Portfolio Notes Activity

Subsequent to December 31, 2024, the Company issued 2024 Unsecured convertible notes to a third party totaling $ 20.0 million with due dates ranging from December 31, 2029 through January 22, 2030 at 10.00 % interest.

Principal and accrued interest are convertible at the option of the holder into Common Stock of the Company at a conversion price per share equal to the lower of a) stated conversion price or b) lowest VWAP of the five trading days immediately prior to the day on which lender provides conversion notice.

Additionally, $ 18.6 million of principal and $ 1.1 million of interest of the Company’s SPA Portfolio Notes were conver ted into 17,034,826 shares of the Company’s Class A Common Stock.

Related Parties Unsecured Convertible Note

On February 11, 2025, $ 1.5 million of principal and $ 0.1 million of interest under Unsecured Convertible Note held by MHL were converted into 1,352,766 shares of Class A Common Stock pursuant to the terms of the agreement.

Letter Agreements

On January 28, 2025, the Company entered into a letter agreement (“September Letter Agreement”) with certain Junior Secured SPA Investors.

Before stockholder approval, these investors agreed not to convert outstanding notes below the initial $ 5.24 conversion price.

In return, the Company agreed to issue “True-Up Shares” after approval to adjust for any pre-approval conversions, based on a formula considering accrued interest and market pricing.

On the same date, the Company entered into a similar letter agreement (“December Letter Agreement”) with certain 2024 Unsecured SPA Investors, modifying terms related to their previously disclosed investment.

These investors agreed not to convert outstanding notes below the initial $ 1.16 conversion price before stockholder approval.

The Company agreed to issue True-Up Shares post-approval using a similar adjustment formula.

Additionally, if a resale registration statement becomes effective, and the conversion price exceeds the prior day's closing bid price, the conversion price will be adjusted downward.

Both Letter Agreements include a provision preventing the issuance of shares if the Company's available authorized stock is insufficient.

However, the Company must deliver the shares once sufficient stock becomes available.

Settlement and Release Agreement

On January 17, 2025, the Company entered into a Settlement and Release Agreement with HSL s.r.l.

(“HSL”) to resolve outstanding claims with HSL.

As part of the Settlement and Release Agreement, Faraday agreed to issue € 1.15 million (approximately $ 1.185 million) worth of Class A Common Stock (the “Compensated Shares”) to HSL, with the number of shares based on a per share price of $ 1.53 , which was the closing price of the Class A Common Stock on January 16, 2025, the trading day prior to the signing of the Settlement and Release Agreement.

On January 17, 2025 the Company issued 774,183 shares of Class A common stock in lieu of the settlement.

These shares remain restricted until the Registration Statement becomes effective.

The settlement also included the cancellation of purchase orders and the resolution of claims related to item s without associated purchase orders.

Additionally, the Company may issue extra shares or provide additional cash to HSL if the market value decreases by more than 5 % between January 17, 2025, the issuance date of the Compensated Shares and the date when the Registration Statement is effective.

Second Series A Preferred Stock

On January 28, 2025, in connection with a purchase agreement entered into with Mr.

Aydt, the Company’s Global CEO, the Company filed a 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 the Company’s Preferred Stock as the Second Series A Preferred and established the preferences, rights and limitations thereof.

The closing of the sale and purchase of the share of the Second Series A Preferred was completed on January 28, 2025 for a purchase price of $ 100.00 .

See Note 12, Stockholders’ Equity.

2025 Senior Unsecured SPA Notes

On March 21, 2025, the Company entered into a Securities Purchase Agreement with institutional investors for the sale of $ 41.0 million in senior unsecured convertible notes (“2025 Senior Unsecured SPA Notes”), of which approximately $ 39.5 million will be paid in cash and $ 1.5 million will convert from a prior loan.

The financing includes common stock purchase warrants, Series B Preferred Stock, and incremental note purchase warrants, with closings expected to occur in four

Subsequent to December 31, 2025, the Company received gross proceeds in connection with issuance of SPA Portfolio Notes to third parties totaling $ 8.7 million, with maturity period of five or six years and 10.00 % or 15.00 % interest.

Additionally, $ 16.3 million of principal and $ 0.8 million of interest of the Company’s SPA Portfolio Notes were converted into 35,576,389 shares of the Company’s Class A Common Stock.

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

tranches subject to certain conditions.

The Company may issue up to an additional $ 10.0 million in notes if additional investors join before the first closing.

Faraday Future also agreed to register for resale the shares underlying the convertible notes and warrants within 45 days and maintain an effective registration.

Uni vest Securities, LLC is acting as placement agent and will receive a cash fee of up to 8.0 % of gross proceeds and warrants equal to 7.0 % of the shares underlying the issued notes.

The placement agent warrants have a five-year term and exercise prices ranging from $ 1.548 to 120 % of the prior day’s closing stock price, depending on the tranche.

The Company agreed to reimburse up to $ 0.2 million in expenses related to the transaction.

Increase in Authorized Shares and Elimination of Preferred Stock

On March 10, 2025, the Company amended its Certificate of Incorporation to increase authorized shares to 139,245,313 , consisting of 129,245,313 shares of Common Stock and 10,000,000 shares of Preferred Stock.

Additionally, the Company eliminated the previously designated Second Series A Preferred Stock following the redemption of its sole outstanding share on March 7, 2025.

The eliminated share was returned to authorized but unissued Preferred Stock.

See Note 12, Stockholders’ Equity.

The Securities Purchase Agreement and Entrusted Investment Agreement

On January 30, 2026 (the “Signing Date”), subsequent to the balance sheet date of December 31, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) with Gold King Arthur Holding Limited (“GKA”), pursuant to which the Company agreed to sell, and GKA agreed to purchase, an aggregate of $ 10.0 million (the “Subscription Amount”) of the Company’s Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”).

The number of shares to be issued (the “Subject Shares”) will be determined based on a per share purchase price equal to 100 % of the closing price of the Class A Common Stock on The Nasdaq Stock Market LLC on the trading day immediately prior to the closing date.

The closing of the SPA is subject to the satisfaction of certain customary closing conditions.

The SPA includes customary provisions, including anti-dilution true-up share issuance provisions in the event of certain dilutive issuances, registration rights requiring the Company to file a resale registration statement covering the Subject Shares, and customary representations, warranties, covenants, and indemnification obligations.

On the signing date, AIxCrypto Holdings Inc.

(“AIXC”), a consolidated subsidiary of the Company, entered into an Entrusted Investment Agreement with GKA in connection with the SPA.

Pursuant to the Entrusted Investment Agreement, GKA was entrusted to acquire, hold, manage, tokenize and potentially dispose of the Subject Shares on AIXC’s behalf.

The Subscription Amount was funded in full by AIXC, with GKA acting as investment manager in a fiduciary capacity with respect to the Subject Shares.

As of the date of issuance of these consolidated financial statements, the closing of the SPA had not occurred.

The Company will evaluate the accounting treatment at the time of closing of the transaction.

Engineering Service Agreement

On February 4, 2026, GlobeX AI Hong Kong Holding Limited (“GlobeX”), a special purpose entity controlled by the Company, entered into a strategic cooperation agreement and an engineering services agreement with a third-party automotive partner in connection with the development and manufacturing support for a battery electric version of the FF Super One intended for the United States market.

Under the agreements, the partner will supply vehicle modules and provide engineering services supporting research and development, certification, manufacturing preparation, and production operations.

GlobeX may be required to make installment payments for research and development services, including a non-refundable advance payment of approximately 300 million RMB (approximately $ 43 million) payable within six months of the signing date and remaining milestone payments totaling approximately 320 million RMB (approximately $ 46 million).

Because the agreements were executed after December 31, 2025, they are treated as a non-recognized subsequent event under ASC 855, and no amounts related to these agreements were recognized in the Company’s consolidated financial statements as of December 31, 2025.

Battery Sales Agreement

On February 6, 2026, the Company entered into an amended goods sale and purchase agreement with a third-party customer for the sale of certain high-voltage battery packs held in inventory.

The agreement established a total purchase price of 130.1 million RMB (approximately $ 1.7 million) and provides for delivery of the battery packs in multiple batches beginning in February 2026.

Management evaluated the agreement as additional evidence of market conditions that existed as of December 31, 2025 affecting the net realizable value of the related inventory.

Accordingly, the Company considered this information in its lower of cost or net realizable value analysis performed as of December 31, 2025, and the related inventory reserve recorded during the year ended December 31, 2025 reflects those conditions, as discussed in Note 4, Inventory .

El Segundo, California Lease

On February 12, 2026, the Company executed a new lease agreement in El Segundo, California which will replace the Gardena lease.

The El Segundo location has a total of 99,209 square feet, and the initial lease term is 72 months.

Because the lease was executed after December 31, 2025, no amounts related to this lease were recognized as of year end;

however, future base rent payments under the executed lease are estimated to total approximately $ 16.9 million.

Increase in Authorized Shares

On February 13, 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

Table of Conten t s

Faraday Future Intelligent Electric Inc.

Notes to Consolidated Financial Statements

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.

Elimination of Series A Preferred Stock

On February 18, 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.

Departure of a Director

On February 26, 2026, Chui Tin Mok, an executive member of the Board of the Company, notified the Board of his intention to resign as a director of the Company upon the Board’s confirmation of a successor nominee in order to focus his time and efforts 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 of the Company and as Head of FF Middle East.

Supplemental Agreements with Chongqing LeTV Microloan Co., Ltd.

On March 6, 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 CNY 25.4 million (approximately $ 3.5 million), payable in installments through December 31, 2028.

In connection with these agreements, certain penalty provisions were eliminated, which is expected to result in the reversal, in the quarter ending March 31, 2026, of approximately $ 19.9 million of accrued interest and penalties that were included in related party accrued interest as of December 31, 2025.

Because these agreements were executed after December 31, 2025, no adjustment was recorded in the Company’s consolidated financial statements for the year ended December 31, 2025.

Conversion of AIXC Series B Preferred Shares

On March 18, 2026, the Company converted all 29,441 Series B preferred shares of AIXC into 13,108,357 shares of AIXC common stock, par value $ 0.001 per share.

Nasdaq Minimum Bid Price Non-Compliance Notice

On March 20, 2026, the Company received written notice from Nasdaq stating 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 the Company’s 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.

During this compliance period, the Company’s Class A common stock will continue to trade on the Nasdaq Capital Market.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk