Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Company’s shares of Class A Common Stock and Public Warrants are currently listed on Nasdaq under the symbols “FFAI” and “FFAIW,” respectively. Prior to the consummation of the Business Combination, its units, Common Stock and warrants were listed on Nasdaq under the symbols “PSACU,” “PSAC,” and “PSACW,” respectively. Prior to the ticker change to “FFAI” on March 10, 2025, t he Company’s Common Stock and warrants were listed on Nasdaq under the symbols “FFIE,” and “FFIEW”. There is no established public trading market in the Class B Common Stock. As of March 24, 2026, there were 443 holders of record of the Company’s Class A Common Stock, and one holder of record of its Class B Common Stock, three holders of record of its Public Warrants.
Dividend Policy
The Company has not paid any cash dividends on its Class A Common Stock or the warrants to date. The Board may from time to time consider whether or not to institute a dividend policy. It is the Company’s present intention to retain any earnings for use in its business operations and accordingly, the Company does not anticipate the Board declaring any dividends for the foreseeable future. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of the Board. Further, the Company’s ability to declare dividends will also be limited by restrictive covenants contained in its debt agreements.
Unregister Securities
Unregistered Equity Issuance – SPA Portfolio Notes
During the year ended December 31, 2025, the Company issued convertible promissory notes, related warrants, and incremental warrants pursuant to various Securities Purchase Agreements (the “SPA Portfolio Notes”). These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, and were sold exclusively to accredited investors in private placements that did not involve any general solicitation or advertising.
As of December 31, 2025, the Company had received approximately $3.8 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes. As of the issuance date of this report, the fourth closing had not yet occurred and the related notes had not been formally issued. However, the Company had received the associated proceeds prior to December 31, 2025 and reflected the related obligation as debt outstanding as of that date.
The shares of Class A Common Stock issuable upon conversion of the outstanding 2023 Unsecured SPA Notes, incremental Junior Secured SPA Notes, incremental 2024 Unsecured SPA Notes, and 2025 March Unsecured SPA Notes were partially registered for resale under effective registration statements. As of the date of this report, however, the shares issuable upon conversion of the 2025 July Unsecured SPA Notes and upon exercise of any warrants or Incremental Warrants issued in connection with the SPA Portfolio Notes program have not been registered for resale under an effective registration statement.
As of the date of this report, 926,277 shares of Class A Common Stock issued to SPA Portfolio Noteholders remain unregistered and constitute restricted securities.
Unregistered Equity Issuance – COSTAMP S.R.L Settlement
On December 15, 2025, Faraday Future entered into a settlement agreement with COSTAMP S.R.L. (“Costamp”) to resolve an outstanding arbitration award related to several purchase orders and invoices. Under the terms of the agreement, Faraday Future agreed to pay a total of $1.6 million, consisting of $0.6 million in cash and the remainder to be satisfied through the issuance of the Company’s Class A Common Stock. In connection with the settlement, the Company also entered into a Share Issuance Agreement with Costamp on the same date, pursuant to which the Company agreed to settle $1.1 million of the obligation through the issuance of shares of Class A Common Stock. In January 2026, the Company issued 954,545 shares of Class A Common Stock to Costamp in satisfaction of this portion of the settlement. Shares issued to COSTAMP S.R.L remain unregistered as of the date of this report.
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Table of Contents
Securities Authorized for Issuance Under Equity Incentive Plan
The following table sets forth information as of December 31, 2025, regarding the number of shares of the Company’s Class A Common Stock that may be issued under the Company’s equity compensation plans. The share numbers and the exercise price of stock options reported in this section have been adjusted to reflect the reverse stock splits effected on August 25, 2023, February 29, 2024 and August 16, 2024. The Company maintains three equity compensation plans: the Faraday Future Intelligence Electric Inc. 2021 Stock Incentive Plan (the “2021 Plan”), the Smart King Ltd. Equity Incentive Plan (the “Smart King EIP”), and the Smart King Ltd. Special Talent Incentive Plan (the “Smart King STIP”). The 2021 Plan was approved by tour security holders. The Smart King EIP and Smart King STIP plans existed prior to the Company going public and therefore were not approved by the Company’s security holders.
Plan Category Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights Weighted Average
Exercise Price of
Outstanding Options, Warrants and Rights
Number of Securities Remaining
Available for Future Issuance
Under Equity
Compensation Plans ( excluding securities reflected in column (a))
(a) (b) (c)
Equity Compensation Plans Approved By Security Holders:
Faraday Future Intelligent Electric Inc. 2021 Incentive Plan 447,748 (1)
$21,280.25 (2)
260,075 (3)
Equity Compensation Plans Not Approved by Security Holders:
Smart King Ltd. Equity Incentive Plan 1,769 $26,342.58 (4)
__ (5)
Smart King Ltd. Special Talent Incentive Plan 431 $46,596.66 (4)
__ (5)
449,948 $21,299.52 (6)
260,075
(1) Of the shares reported in the table, 447,364 shares were subject to awards of restricted stock units, 384 shares were subject to outstanding stock options under the 2021 Plan.
(2) Represents the weighted-average exercise price of options granted under the 2021 Plan.
(3) All of the securities reported in this column were then available for issuance under the 2021 Plan. Shares available for issuance under the 2021 Plan generally may be used for any type of award authorized under that plan including stock options, stock appreciation rights, restricted stock
(4) The weighted-average exercise price is calculated without taking into account outstanding awards of stock units
(5) There are no remaining shares available for issuance under the Smart King EIP and the Smart King STIP.
(6) The weighted-average exercise price is calculated based on the exercise price of Equity Compensation Plans Approved By Security Holders and Equity Compensation Plans Not Approved By Security Holders and taking into account options under the 2021 Plan.
Item 6. Reserved
No additional content or disclosures are required under this item.