What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 158 added, 61 removed, 502 unchanged (30% of the section changed)

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Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the issuer in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the tim e periods specified in the Security Exchange Commission's (“SEC”) rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation of the Company’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) of the Exchange Act), the Company’s Global Chief Executive Officer and Interim Chief Financial Officer (its principal executive officer and principal financial and accounting officer, respectively) have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024, due to the material weaknesses in the Company’s internal control over financial reporting described below.

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the issuer in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Security Exchange Commission's (“SEC”) rules and forms, and that such information is accumulated and communicated to management, including its Global Co-CEO Matthias Aydt and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation of the Company’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) of the Exchange Act), the Company’s Global Co-CEO Matthias Aydt and CFO ( principal executive officer and principal financial and accounting officer, respectively) have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025, due to the material weaknesses in the Company’s internal control over financial reporting described below.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined under Rule 13a-15(f) under the Exchange Act.

Under the supervision and with the participation of the Company’s management, including the Company’s Global CEO and Interim Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Under the supervision and with the participation of the Company’s management, including the Company’s Global Co-CEO Matthias Aydt and CFO, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this evaluation, due to the material weaknesses described below, the Company concluded that the system of internal control over financial reporting was not effective.

The Company identified material weaknesses in its internal control over financial reporting.

For the year ended December 31, 2024 (“FY24”) the Company identified material weaknesses in its internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

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• The Company did not design and maintain effective controls related to the identification and disclosure of certain arrangements and transactions with related parties.

• Although management has established processes for cybersecurity incident assessment and reporting, these processes do not currently include formal procedures for reporting material cybersecurity incidents to the Board of Directors.

Each of the material weaknesses described above could result in a material misstatement to substantially all of the Company’s accounts or disclosures.

Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting

Management is actively engaged and committed to taking the steps necessary to remediate the control deficiencies that constituted the material weaknesses.

Since identifying the material weaknesses described above, the Company made the following enhancements to the Company’s internal control over financial reporting:

• The Company has added and will continue to add finance and accounting personnel to the organization to strengthen its finance and accounting teams.

The additional personnel are expected to provide oversight, structure, reporting lines, and additional review over the Company’s disclosures;

• The Company has implemented and will continue to develop new accounting policies and procedures, and the Company has installed and continues to configure an IT system relevant to the preparation of the Company’s financial statements to improve communication of key areas across the different departments at the Company and to provide adequate structure, accountability, and segregation of duties;

• The Company has implemented and will continue to develop enhanced controls around the Company’s related party transactions, including regular attestations;

• The Company adopted an Insider Investment Reporting Policy to enhance internal reporting of related party transactions.

Our remediation activities are continuing during 2024.

There has been substantial changes to the composition of the Board as a result of the governance settlement entered into between the Company and FF Global, as well as substantial turnover in key management personnel, including accounting, legal and compliance personnel, which could impact its ability to implement the above-described remedial measures.

In addition, the Company has engaged various advisory firms to provide consulting services to assist in improving the internal control environment and reviewing the corporate organization on a go-forward basis.

In addition, as of December 31, 2024, certain departments within the Company report to both Mr.

Aydt, including the Company’s user ecosystem, capital markets, human resources and administration, and FF China (“FFCN”), subject to processes and controls that have been determined and continue to be developed by the Board after consultation with the Company’s management.

Further, the Board deter mined 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.

FF has or is planning to put in place processes and controls to mitigate the risks associated with the changes in Mr.

Jia’s responsibilities as well as to enhance oversight and co rporate governance, including but not limited to:

• Continuing to monitor the segregation of responsibilities and duties in the Company’s user ecosystem, capital markets, human resources and administration, and FFCN;

• Requiring the Board, or a designated committee of the Board, to approve the signing of financing agreements, the hiring, promoting or terminating vice presidents of the Company and above (including additional Section 16 officers), and the adoption of Company-wide compensation policies;

• While the Company has hired a Compliance Officer with the title of a Deputy General Counsel to support its compliance efforts, (hired in March 2023),it will continue to review the need to employ a Chief Compliance Officer who will report on a dotted line to the Chair of the Audit committee, and

• Re-engaging external consulting resources review compliance activities and perform work in the capacity of an internal audit function, who will report on a dotted line to the Chair of the Audit committee

In addition to the above actions and in view of the governance changes that the Company implemented pursuant to the Heads of Agreement and Amended Shareholder Agreement and otherwise, the Company expects to engage in additional activities, including, but not limited to:

• Continuing to hire key finance and accounting personnel as the Company scales and until it has sufficient technical accounting resources, combined with engaging external consultants to provide support and to assist in the evaluation of more complex applications of generally accepted accounting principles and to assist with documenting and assessing its accounting policies and procedures;

• Designing and implementing controls in response to the risks of material misstatement to identify and evaluate changes in the Company’s business and the impact on internal controls;

• Designing and implementing controls for communicating and sharing information between legal, capital markets, and accounting to facilitate transactions being recorded timely and accurately;

• Designing and implementing formal processes, accounting policies, procedures, and controls supporting certain business processes and its financial close process, including creating standard balance sheet reconciliation templates and journal entry controls assessing the reliability of reports and spreadsheets used in controls;

and the timely identification and accounting for cut-off of expenditures;

• Designing and implementing controls to address the identification of and accounting for certain non-routine, unusual or complex transactions;

• Designing and implementing controls related to the identification and disclosure of certain arrangements and transactions with related parties;

• Continuing to implement additional IT systems relevant to the preparation of the Company’s financial statements and controls over financial reporting to improve communication of key areas across the different departments at the Company and to provide adequate structure, accountability, and segregation of duties;

• Designing and implementing IT general controls, including controls over change management, the review and update of user access controls and controls over critical batch jobs and data backups.

While the Company has made progress, the material weaknesses will not be considered remediated until the Company completes the design and implementation of the enhanced controls, the controls operate for a sufficient period of time, and the Company has concluded, through testing, that these controls are effective.

The Company believes that the remediation plan will be sufficient to remediate the identified material weakness and strengthen internal control over financial reporting.

As the Company continues to evaluate and work to improve internal control over financial reporting, the Company may determine that additional measures or modifications to the remediation plan are necessary.

The Company is working to remediate the material weaknesses as efficiently and effectively as possible and expects full remediation could potentially go beyond December 31, 2025.

At this time, the Company cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan;

however, these remediation measures will be time consuming, will result in the Company incurring significant costs, and will place significant demands on the Company’s financial and operational resources.

While the Company believes these efforts will remediate the material weaknesses, the Company may not be able to complete its evaluation, testing or any required remediation in a timely fashion, or at all.

The Company cannot assure that the measures that have been taken to date and may be taken in the future, will be sufficient to remediate the control deficiencies that led to the material weaknesses in internal control over financial reporting or that they will prevent or avoid potential future material weaknesses.

The effectiveness of the Company’s internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud.

Further loss and/or turnover in key management personnel, particularly accounting, finance and legal personnel, may negatively impact the Company’s ability to implement its remediation plan.

If the Company is unable to remediate its material weaknesses, the Company’s ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, may adversely affect the Company’s reputation and business and the market price of the Class A Common Stock.

Any such failures could result in litigation or regulato ry actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of the Company’s securities and harm to the Company’s reputation and financial condition, or diversion of financial and management resources from the operation of the Company’s business.

The Company has made substantial progress in remediating the previously identified material weaknesses in internal control over financial reporting.

During 2025, management designed and implemented internal controls remediating eight of the nine material weaknesses.

Management will continue to evaluate the effectiveness of recently implemented controls in Q1 2026.

The remaining material weakness related to the development and formalization of accounting policies and procedures is still in progress.

In the interim, the Company has implemented compensating measures, including the preparation of formal accounting memoranda for critical and complex transactions.

In May 2025, the Company engaged an external firm to assist with evaluating, designing, and implementing enhancements to its internal controls.

The firm works closely with the Senior Manager of Risks and Internal Controls and provides support for compliance reviews and internal audit functions, reporting status and results to the Chair of the Audit Committee.

Remediation actions, aligned to nature and sequence of the identified material weaknesses, are as follows:

• Control Environment, Organizational Structure, and Segregation of Duties:

The Company enhanced its control environment by hiring additional qualified finance and accounting personnel with appropriate technical expertise.

Formal reporting lines, roles, and responsibilities have been clearly defined and documented.

Segregation of duties has been improved across key finance and accounting processes and supporting systems.

These controls have been implemented and tested for operating effectiveness.

• Controls in Response to Risks of Material Misstatement:

The Company designed and implemented a formal risk assessment process to identify and evaluate changes in business operations and their impact on financial reporting risks.

Controls have been established and updated accordingly to ensure timely responses to evolving risks.

These controls have been implemented and tested.

• Information and Communication Across Departments:

The Company implemented structured processes and protocols to facilitate timely and complete communication between legal, capital markets, and accounting and finance functions.

This includes standardized information-sharing requirements and documentation procedures to support accurate financial reporting.

These controls have been implemented and tested.

• Accounting for Non-Routine, Unusual, or Complex Transactions:

The Company established formal review procedures and technical accounting controls over complex transactions, including convertible instruments, warrant liabilities, embedded derivatives, and other non-routine transactions.

The Company has also engaged external technical accounting advisors, where necessary, to support the appropriate application of U.S.

These controls have been implemented and tested.

• Accounting Policies, Procedures, and Period-End Close Process:

(Remaining Material Weakness :

The Company has made progress in developing formal accounting policies and procedures, including those related to the period-end close process, reconciliations, journal entries, and financial statement disclosures.

While this effort remains ongoing and is not yet fully remediated, the Company has implemented compensating controls, including the preparation of detailed accounting memoranda for significant and complex transactions and enhanced review controls over financial reporting.

Full remediation is expected upon completion, formalization, and sustained operation of these policies and procedures.

• Information Technology General Controls (ITGCs):

The Company designed and implemented IT general controls covering program change management, user access management, and computer operations.

Enhancements include access provisioning and de-provisioning controls, periodic user access reviews, and monitoring of critical system jobs and data backups.

These controls have been implemented and tested.

• Integrity, Ethical Values, and Tone at the Top:

The Company strengthened its governance framework and reinforced its commitment to integrity and ethical values through enhanced oversight by senior management and the Board.

Policies and procedures related to governance, compliance, and internal control awareness have been formalized and communicated.

These controls have been implemented and tested.

• Related Party Transactions Identification and Disclosure:

The Company implemented enhanced controls over the identification, review, and disclosure of related party transactions.

This includes periodic certifications, centralized tracking mechanisms, and formal review and approval protocols.

These controls have been implemented and tested.

• Cybersecurity Incident Reporting to the Board:

The Company formalized procedures for reporting material cybersecurity incidents to the Board of Directors or a designated committee.

These procedures are now embedded within the Company’s broader cybersecurity risk management framework and have been implemented and tested.

While significant progress has been achieved, the Company will continue to focus on completing the development and formalization of its accounting policies and procedures and ensuring sustained operating effectiveness of all remediated controls.

The Company will continue to monitor these controls and perform ongoing testing to confirm their effectiveness over time.

If the Company does not sustain its remediation efforts, the effectiveness of its internal control over financial reporting may be compromised.

Internal controls are inherently subject to limitations, including cost constraints, management judgment, assumptions regarding future events, the potential for human error, and the risk of fraud.

In addition, continued turnover in key management personnel—particularly within accounting, finance, and legal functions—could impair the Company’s ability to maintain effective controls and execute its remediation activities.

As a result, the Company may be unable to consistently record, process, and report financial information accurately, or to prepare financial statements within the timeframes required by the Securities and Exchange Commission.

Any such deficiencies could adversely affect the Company’s reputation, business operations, and the market price of its Class A Common Stock.

Furthermore, failure to sustain remediation may expose the Company to increased risk of regulatory scrutiny, including potential actions by the SEC or other authorities, litigation, loss of investor confidence, potential delisting of its securities, and diversion of management’s attention and resources away from core business operations, which could materially and adversely affect the Company’s financial condition.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the fourth ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

On August 6, 2025, the Board of Directors determined that, during the pendency of the SEC investigation involving the Company and certain current and former executives, Mr.

Jia will be excluded from oversight of the Company’s finance, legal, accounting, and public reporting functions (the “Governance Adjustments”).

As part of these adjustments, Mr.

Jia was also relieved of responsibility for providing certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

These oversight responsibilities have been delegated to Mr.

Matthias Aydt, who previously shared such responsibilities with Mr.

The Governance Adjustments became effective on August 13, 2025.

Except for the changes described above, there have been no changes in internal control over financial reporting during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

Robotics Initiative

During 2025, the Company began evaluating a robotics initiative as part of its broader strategy to explore the application of artificial intelligence across multiple technology domains.

As of December 31, 2025, this initiative remained at an early stage and was not associated with material operations, revenue-generating activities, or commercial deployments.

The robotics initiative is intended to assess potential long-term opportunities involving intelligent automation, AI-enabled physical systems, and software-driven robotics platforms.

Management believes advancements in artificial intelligence, perception systems, and computing efficiency may support broader adoption of robotics technologies across industrial, logistics, manufacturing, and service-oriented applications over time.

As part of this initiative, the Company has conducted preliminary research focused on identifying potential use cases, evaluating technical feasibility, and assessing strategic alignment with its existing AI development efforts.

These activities have included internal conceptual studies, early-stage design evaluation, and high-level market assessments.

As of December 31, 2025, the Company had not entered into material manufacturing arrangements, customer contracts, or commercialization agreements related to robotics.

The robotics initiative is being evaluated as a potential future area of development rather than as an operating business.

Any advancement beyond exploratory assessment remains subject to further technical validation, availability of capital, internal governance approvals, and market conditions.

The Company has not committed to a development, product launch, or commercialization timeline and may modify, delay, or discontinue the initiative at its discretion.

Given the early stage of evaluation as of December 31, 2025, the robotics initiative did not require significant capital investment, dedicated manufacturing infrastructure, or expanded workforce resources.

Accordingly, the Company did not consider the initiative to be material to its operations for the year ended December 31, 2025.

Subsequent to year end, the Company began delivering an initial batch of humanoid robot products to customers at the end of February 2026.

The Company is also exploring development of an EAI Brain and open-source, open-platform framework, as well as a decentralized data-collection factory.

Consulting Services Agreement

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During the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

Amendment to a certain securities purchase agreement

As previously disclosed under the current report on Form 8-K filed with the SEC on February 5, 2026, on February 4, 2026, the Company entered into a Securities Purchase Agreement (the “AIXC SPA Agreement”) with an accredited investor (the “AIXC Investor”), pursuant to which the Company has agreed to sell, and the Investor has agreed to purchase, $10 million (the “Subscription Amount”) of Class A Common Stock at a per share price equal to 100% of the closing price of Class A Common Stock (such per share price, the “Initial Price” and such number of shares of Common Stock issued thereunder, the “Subject Shares”, together with the Class A Common Stock issuable upon conversion of the Warrant (as defined below), the “Securities”) immediately prior to the closing date (the “AIXC Closing Date”).

Pursuant to the AIXC SPA Agreement, the Company agreed to issue certain True-Up Shares to the Investor in the event of a Dilutive Issuance (a “True-Up Issuance”).

Capitalized terms not defined herein shall have the meaning set forth in the Original Report..

The Warrant will have a term of two years from the Closing Date and is exercisable immediately after completion of delivery of the 500 th FX Super One vehicle to customers by the Company, at an exercise price of $1.50 per share (the “Warrant Shares”).

Exercise Limitations

The AIXC Investor will not have the right to exercise any portion of the Warrant to the extent that, after giving effect to such exercise, the AIXC Investor (together with certain related parties) would beneficially own in excess of 9.99% of total number of shares of Class A Common Stock outstanding immediately after giving effect to such exercise.

At any time before the Company obtains stockholder approval in connection with the transaction contemplated under the AIXC SPA Agreement, or the financial viability exception pursuant to Nasdaq Rule 5635(d) for the issuance of the Securities under the AIXC SPA Agreement, then the Company may not issue Warrant Shares, which, when aggregated with the Subject Shares issued pursuant to the AIXC SPA Agreement (as amended by the Amendment), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations, exceed the 19.99% of the total outstanding Class A Common Stock of the Company as of the date of the AIXC SPA Agreement.

The foregoing summaries of the Warrant and the Amendment do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of the form of Warrant and the Amendment, which are filed as Exhibits 4.28 and 10.108, respectively, to this annual report on Form 10-K and are incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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The i nformation required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

We have an insider trading policy that governs the purchase, sale, and other disposition of our securities by our directors, officers, employees and other individuals associated with us, as well as by our Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Executive Compensation

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EXHIBIT INDEX

Description of Exhibits

Incorporation by Reference

Description of Exhibits Incorporation by Reference

2.1+ Agreement and Plan of Merger, dated as of January 27, 2021, by and among Property Solutions Acquisition Corp., PSAC Merger Sub Ltd., and FF Intelligent Mobility Global Holdings Ltd.

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Exhibit 3.1 to the Current Report of Form 8-K filed on March 24, 2025

3.12 Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock

Exhibit 3.1 to the Current Report on Form 8-K filed on April 9, 2025

3.13 Certificate of Correction of Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock

Exhibit 3.2 to the Current Report on Form 8-K filed on April 9, 2025

3.14 Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, dated April 17, 2025

Exhibit 3.1 to the Current Report on Form 8-K filed on April 17, 2025

3.15 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Faraday Future Intelligent Electric Inc.

Exhibit 3.1 to the Current Report on Form 8-K filed on May 29, 2025

3.16 Certificate of Elimination of Series A Preferred Stock

Exhibit 3.2 to the Current Report on Form 8-K filed on May 29, 2025

3.17 Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock

Exhibit 3.1 to the Current Report on Form 8-K filed on August 8, 2025

3.18 Amendment No.

1 to Certificate of Designations, Preferences and Rights of Series B Preferred Stock of Faraday Future Intelligent Electric Inc.

Exhibit 3.1 to the Current Report on Form 8-K filed on August 22, 2025

3.19 Eighth Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Faraday Future Intelligent Electric Inc.

Exhibit 3.1 to the Current Report on Form 8-K filed on September 25, 2025

3.20 Certificate of Elimination of Series A Preferred Stock of Faraday Future Intelligent Electric Inc.

Exhibit 3.2 to the Current Report on Form 8-K filed on September 25, 2025

3.21 Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, dated December 19, 2025 (included as Exhibit A to the Exhibit 10.1)

Exhibit 3.1 to the Current Report on Form 8-K filed on December 29, 2025

3.22 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Faraday Future Intelligent Electric Inc .

Exhibit 3.1 to the Current Report on Form 8-K filed on February 20, 2026

3.23 Certificate of Elimination of Series A Preferred Stock

Exhibit 3.2 to the Current Report on Form 8-K filed on September 20, 2026

4.1* Description of the Securities

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Exhibit 4.4 to the Current Report on Form 8-K filed on September 6, 2024.

4.19 F orm of Warrant

4.19 Form of Warrant

Exhibit 4.1 to the Current Report of Form 8-K filed on December 23, 2024

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Exhibit 4.4 to the Current Report of Form 8-K filed on March 24, 2025

4.26 Form of Unsecured Note

Exhibit 4.1 to the Current Report on Form 8-K filed on July 16, 2025

4.27 Form of Common Warrant

Exhibit 4.2 to the Current Report on Form 8-K filed on July 16, 2025

10.1 Amended and Restated Registration Rights Agreement between the Company and certain holders identified therein

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Exhibit 10.2 to the Current Report of Form 8-K filed on March 24, 2025

10.96 Purchase Agreement dated April 17, 2025, by and between the Company and Matthias Aydt

Exhibit 10.1 to the Current Report on Form 8-K filed on April 17, 2025

10.97 Offer Letter, dated April 23, 2025, by and between Faraday Future Intelligent Electric Inc.

and Yueting Jia.

Exhibit 10.1 to the Current Report on Form 8-K filed on April 25, 2025

10.98 Form of SPA Waiver

Exhibit 10.1 to the Current Report on Form 8-K filed on May 15, 2025

10.99 Securities Purchase Agreement, dated July 14, 2025, by and among Faraday Future Intelligent Electric Inc.

and the parties thereto.

Exhibit 10.1 to the Current Report on Form 8-K filed on July 16, 2025

10.100 Purchase Agreement Dated August 5, 2025, by and Between the Company and Matthias Aydt

Exhibit 10.1 to the Current Report on Form 8-K filed on August 8, 2025

10.101 Form of Subscription Agreement

Exhibit 10.1 to the Current Report on Form 8-K filed on September 25, 2025

10.102 Lead Investor Agreement

Exhibit 10.2 to the Current Report on Form 8-K filed on September 25, 2025

10.104 Registration Rights Agreement

Exhibit 10.3 to the Current Report on Form 8-K filed on September 25, 2025

10.105 Purchase Agreement dated December 22, 2025, by and between the Company and Matthias Aydt.

Exhibit 10.1 to the Current Report on Form 8-K filed on December 29, 2025

10.106 Securities Purchase Agreement, dated January 30, 2026, by and between Faraday Future Intelligent Electric Inc.

and the Investo r.

Exhibit 10.1 to the Current Report on Form 8-K filed on February 5, 2026

16.1 Letter from Macias Gini & O'Connell LLP, Newly Appointed Independent Registered Public Accounting Firm, Regarding Change in Certifying Accountant

Exhibit 16.1 to the Current Report on Form 8-K filed on June 25, 2024

16.2 Letter from Macias Gini & O’Connell LLP

Exhibit 16.1 to the Current Report on Form 8-K filed on December 12, 2025

19.1* Insider’s Trading Policy

21.1* Subsidiaries of the Registrant

23.1* Consent of Mazars USA LLP, former independent registered public accounting firm of the Company

23.2* C onsent of Macias Gini & O'Connell LLP, independent registered public accounting firm of the Company

23.1* Consent of HTL International, LLC, independent registered public accounting firm of the Company

23.2* Consent of Macias Gini & O'Connell LLP, former independent registered public accounting firm of the Company

31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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97.1* Clawback Policy

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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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Matthias Aydt

Global Chief Executive Officer

Global Co-Chief Executive Officer

(Principal Executive Officer)

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/s/ Matthias Aydt

Global Chief Executive Officer and Director

Global Co-Chief Executive Officer and Director

March 31, 2026

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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 9A. Controls and Procedures