What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 1066 added, 699 removed, 1466 unchanged (55% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets

Cash and cash equivalents $ 11,196 $ 34,927

Restricted cash 29 27

Restricted cash, current 12,537 27

Digital assets 5,213 10,250

Accounts receivable

Notes receivable, net of allowance for credit losses of $ 4,698 and $ 4,555 and as of March 31, 2026, and December 31, 2025, respectively

Notes receivable, net of allowance for credit losses of zero and $ 4,555 and as of June 30, 2026, and December 31, 2025, respectively

Inventory, net (see Note 4) 3,185 3,258

2 unchanged sentences

Total current assets 52,140 68,524

Restricted cash, non-current 30,152 —

Property, plant and equipment, net 140,026 155,303

27 unchanged sentences

Class A Common Stock, 0.0001 par value;

307,855,751 and 228,041,297 shares authorized;

282,409,695 and 199,130,727 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

448,384,199 and 228,041,297 shares authorized as of June 30, 2026 and December 31, 2025, respectively;

2,401,275 and 1,327,538 shares issued and 2,388,454 and 1,327,538 shares outstanding as of June 30, 2026 and December 31, 2025, respectively (1)

Class B Common Stock, 0.0001 par value;

4,429,688 shares authorized;

6,667 shares issued and outstanding as of March 31, 2026 and December 31, 2025

45 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (1)

Preferred Stock, 0.0001 par value;

12,087,265 and 5,931,000 shares authorized as of March 31, 2026 and December 31, 2025 respectively;

zero and one shares issued and outstanding as of March 31, 2026 and December 31, 2025 respectively

22,915,032 and 5,931,000 shares authorized as of June 30, 2026 and December 31, 2025 respectively;

zero and one shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Series B Preferred Stock, $ 0.0001 par value;

12,000,000 and 12,000,000 shares authorized as of March 31, 2026 and December 31, 2025 respectively;

6,128,378 and 7,184,760 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

12,000,000 and 12,000,000 shares authorized as of June 30, 2026 and December 31, 2025 respectively;

4,948,854 and 7,184,760 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 4,751,694 4,673,887

5 unchanged sentences

Total liabilities and stockholders’ equity $ 279,802 $ 277,862

Retr ospectively adjusted for the effect of the Reverse Stock Split effected on July 24, 2026.

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

2 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 836 $ 54 $ 1,348 $ 370

5 unchanged sentences

General and administrative 14,305 14,097 23,500 27,771

Loss on disposal of property, plant, and equipment 328 44

Loss (Gain) on disposal of property, plant, and equipment ( 12 ) 276 316 320

Impairment of long-lived assets and deposits — — 183 —

Impairment of intangible assets, including goodwill 3,629 — 5,701 —

6 unchanged sentences

Loss on settlement of related party notes payable — ( 1,860 ) — ( 3,040 )

Loss on settlement of notes receivable ( 376 ) — ( 376 ) —

Interest expense ( 2,348 ) ( 812 ) ( 4,826 ) ( 3,114 )

Net loss on digital assets ( 984 ) — ( 2,930 ) —

Other income, net 2,252 1,784

Other income (expense), net 5,165 ( 210 ) 7,417 1,574

Loss before income taxes ( 39,869 ) ( 124,676 ) ( 82,167 ) ( 134,944 )

Income tax expense ( 19 ) ( 10 )

Income tax benefit (expense) 906 — 887 ( 10 )

Net loss ( 38,963 ) ( 124,676 ) ( 81,280 ) ( 134,954 )

13 unchanged sentences

Total comprehensive loss $ ( 40,593 ) $ ( 125,571 ) $ ( 84,154 ) $ ( 135,543 )

(1) Retrospectively adjusted for the effect of the Reverse Stock Split effected on July 24, 2026.

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

Faraday Faraday Future Intelligent Electric Inc.

Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

Common Stock Preferred Stock Additional

Common Stock (1)

Preferred Stock Additional

Capital Accumulated

1 unchanged sentence

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

Class A Class B Series B

Shares Amount Shares Amount Shares Amount

Class A Class B Series B Series C

Outstanding Shares Amount Outstanding

Shares Amount Outstanding

Shares Amount

Balance as of December 31, 2025 1,327,538 $ — 45 $ — 7,184,760 $ — — $ — $ 4,673,887 $ 3,817 $ ( 4,705,042 ) $ ( 27,338 ) $ 35,097 $ 7,759

Conversion of notes payable and accrued interest into Class A Common Stock ( Note 8) 1,047,933 — — — ( 2,235,906 ) — — — 56,234 — — 56,234 — 56,234

Issuance of Class A Common Stock held for a consolidated subsidiary (see Note 13) 12,821 — — — — — — — 500 — — 500 — 500

Elimination of Class A Common Stock held for the benefit of a consolidated subsidiary (See Note 13) ( 12,821 ) — — — — — — — ( 500 ) — — ( 500 ) — ( 500 )

Issuance of Series C Preferred Stock held for a consolidated subsidiary (see Note 13) — — — — — — 11,502 — 11,502 — — 11,502 — 11,502

Elimination of Series C Preferred Stock held for the benefit of a consolidated subsidiary (see Note 13) — — — — — — ( 11,502 ) — ( 11,502 ) — — ( 11,502 ) — ( 11,502 )

Issuance of Class A common stock to vendor 10,042 — — — — — — — 1,210 — — 1,210 — 1,210

1 unchanged sentence

Stock-based compensation — — — — — — — — 33 — — 33 — 33

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

Issuance of Class A Common Stock upon RSU vesting, net of shares withheld for taxes 2,941 — — — — — — — 134 — — 134 — 134

Foreign currency translation adjustment — — — — — — — — — ( 2,874 ) — ( 2,874 ) — ( 2,874 )

Net loss — — — — — — — — — — ( 74,885 ) ( 74,885 ) ( 6,395 ) ( 81,280 )

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

Balance as of June 30, 2026 2,388,454 $ — 45 $ — 4,948,854 $ — — $ — $ 4,751,694 $ 943 $ ( 4,779,927 ) $ ( 27,290 ) $ 28,702 $ 1,412

Retr ospectively adjusted for the effect of the Reverse Stock Split effected on July 24, 2026.

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

Common Stock Additional

Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

Common Stock (1)

Preferred Stock Additional

Capital Accumulated

1 unchanged sentence

Deficit Total Stockholders’

Class A Class B

Shares Amount Shares Amount

Class A Class B Series B

Shares Amount Outstanding

Shares Amount

Balance as of December 31, 2024 439,461 $ — 45 $ — — $ — $ 4,421,569 $ 7,744 $ ( 4,314,346 ) $ 114,967

Conversion of notes payable and accrued interest into Class A Common Stock 367,215 — — — ( 1,952,629 ) — 76,990 — — 76,990

Issuance of preferred stock series B to SPA noteholders — — — — 6,352,861 — — — — —

Settlement of HSL s.r.l.

5 unchanged sentences

Net loss — — — — — — — — ( 134,954 ) ( 134,954 )

Balance as of June 30, 2025 818,148 $ — 45 $ — 4,400,232 $ — $ 4,502,001 $ 7,155 $ ( 4,449,300 ) $ 59,856

(1) Retrospectively adjusted for the effect of the Reverse Stock Split effected on July 24, 2026.

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

Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

Common Stock (1)

Preferred Stock Additional

Capital Accumulated

Comprehensive Income (Loss) Accumulated

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

Class A Class B Series B Series C

Outstanding Amount Outstanding

Shares Amount Outstanding

Shares Amount

Balance as of March 31, 2026 1,882,731 $ — 45 $ — 6,128,378 $ — — $ — $ 4,728,930 $ 2,573 $ ( 4,743,898 ) $ ( 12,395 ) $ 31,636 $ 19,241

Conversion of notes payable and accrued interest into Class A Common Stock ( Note 8) 499,104 — — — ( 1,179,524 ) — — — 22,486 — — 22,486 — 22,486

Issuance of Class A Common Stock held for a consolidated subsidiary (see Note 13) 12,821 — — — — — — — 500 — — 500 — 500

Elimination of Class A Common Stock held for the benefit of a consolidated subsidiary (see Note 13) ( 12,821 ) — — — — — — — ( 500 ) — — ( 500 ) — ( 500 )

Issuance of Series C Preferred Stock held for a consolidated subsidiary (see Note 13) — — — — — — 11,502 — 11,502 — — 11,502 — 11,502

Elimination of Series C Preferred Stock held for the benefit of a consolidated subsidiary (see Note 13) — — — — — — ( 11,502 ) — ( 11,502 ) — — ( 11,502 ) — ( 11,502 )

Issuance of Class A common stock to vendor 3,678 — — — — — — — 160 — — 160 — 160

Stock-based compensation — — — — — — — — ( 16 ) — — ( 16 ) — ( 16 )

Issuance of Class A Common Stock upon RSU vesting, net of shares withheld for taxes 2,941 — — — — — — — 134 — — 134 — 134

Foreign currency translation adjustment — — — — — — — — — ( 1,630 ) — ( 1,630 ) — ( 1,630 )

Net loss — — — — — — — — — — ( 36,029 ) ( 36,029 ) ( 2,934 ) ( 38,963 )

Balance as of June 30, 2026 2,388,454 $ — 45 $ — 4,948,854 $ — — $ — $ 4,751,694 $ 943 $ ( 4,779,927 ) $ ( 27,290 ) $ 28,702 $ 1,412

(1) Retrospectively adjusted for the effect of the Reverse Stock Split effected on July 24, 2026.

accompanying notes are an integral part of

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

Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

Common Stock (1)

Preferred Stock Additional

Capital Accumulated

Comprehensive Income (Loss) Accumulated

Deficit Total Stockholders’

Class A Class B Series B

Shares Amount Shares Amount Outstanding

Shares Amount

Balance as of March 31, 2025 578,578 $ — 45 $ — — $ — $ 4,456,382 $ 8,050 $ ( 4,324,624 ) $ 139,808

Conversion of notes payable and accrued interest into Class A Common Stock 233,338 — — — ( 1,952,629 ) — 44,317 — — 44,317

Issuance of Series B Preferred Stock to SPA noteholders

— — — — 6,352,861 — — — — —

Settlements with issuance of Class A Common Stock 5,446 — — — — — 1,060 — — 1,060

Stock-based compensation — — — — — — 168 — — 168

Issuance of shares for RSU vesting net of tax withholdings 786 — — — — — 74 — — 74

Foreign currency translation adjustment — — — — — — — ( 895 ) — ( 895 )

Net loss — — — — — — — — ( 124,676 ) ( 124,676 )

Balance as of June 30, 2025 818,148 $ — 45 $ — 4,400,232 $ — $ 4,502,001 $ 7,155 $ ( 4,449,300 ) $ 59,856

(1) Retrospectively adjusted for the effect of the Reverse Stock Split effected on July 24, 2026.

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

Faraday Future Intelligent Electric Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

6 unchanged sentences

Loss on disposal of property and equipment, net 316 320

Impairment of assets 183 —

Impairment of intangible assets, including goodwill 5,701 —

Stock-based compensation ( 300 ) 1,198

Reserve on inventory — 3,753

Credit loss expense 143 —

3 unchanged sentences

Loss on settlement of related party notes payable — 3,040

settlement adjustment — ( 295 )

Loss on settlement of short-term notes receivable 376 —

Non-cash adjustments to current and non-current assets and liabilities ( 5,804 ) ( 295 )

Change in fair value of notes payable, warrant liabilities, and derivative liabilities ( 4,032 ) ( 5,380 )

8 unchanged sentences

Related party accrued expenses and other current and non-current liabilities ( 855 ) ( 11 )

Accrued interest expense — ( 96 )

Operating lease liabilities ( 3,786 ) ( 1,977 )

5 unchanged sentences

Payments for property and equipment ( 1,667 ) ( 5,007 )

Payments for intangible assets ( 274 ) —

Proceeds from collections of short-term notes receivable 100 —

Net cash provided (used in) investing activities 202 ( 5,007 )

3 unchanged sentences

Proceeds from other financial obligations — 4,384

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

Payments of notes payable and other financing obligations ( 353 ) ( 309 )

Payments of related party notes payable ( 204 ) ( 615 )

Payments of notes payable and other financing obligations ( 582 ) ( 367 )

Payments of notes payable issuance costs ( 3,140 ) ( 1,521 )

Net cash provided by financing activities

76,374 55,052

Effect of exchange rate changes on cash and restricted cash ( 1,118 ) ( 350 )

6 unchanged sentences

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

Six Months Ended June 30,

Cash and restricted cash

Cash $ 11,196 $ 13,228

Restricted cash 29 35

Restricted cash, current 12,537 33

Restricted cash, non-current 30,152 —

$ 53,885 $ 13,261

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental disclosure of cash flow information

2 unchanged sentences

Supplemental disclosure of noncash investing and financing activities

Reclassification between current and long-term $ 2,620 $ —

Conversion of notes payable and accrued interest into Class A Common Stock $ 39,958 $ 35,572

Issuance of warrants and related party warrants with the SPA Portfolio Notes $ 491 $ 32,328

SPA Note issuance costs included in accounts payable and accrued expenses $ — $ 393

Settlement of vendor liability in Class A Common Stock $ 1,210 $ 2,245

10 unchanged sentences

Grand Avenue, El Segundo, CA 90245.

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

(For further information, see Note 17, Segments ).

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

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

The Company designs and engineers next-generation intelligent electric vehicles, develops and commercializes Embodied Artificial Intelligence (“EAI”) robotics products and related software and ecosystem offerings, conducts digital asset and related emerging technology initiatives through AIXC, manufactures its vehicles at its production facility in Hanford, California, known as “FF aiFactory California,” and maintains additional engineering, sales, and operational capabilities in China and the United Arab Emirates (“U.A.E.”) to support its global expansion and regional market strategy.

The Company is evolving toward an integrated Physical AI ecosystem strategy that brings together intelligent electric vehicles and multi-form EAI robotics products with shared AI, sensor, software, data and platform capabilities, including an EAI brain and an open-source and open-platform framework, to support the development and commercialization of robotics, mobility and related ecosystem offerings across education, security patrol and inspection, industrial, enterprise and other applications.

Principles of Consolidation

4 unchanged sentences

Securities and Exchange Commission (“SEC”) on March 31, 2026, (the “Form 10-K”).

Accordingly, the Unaudited Condensed Consolidated Balance Sheet as of March 31, 2026, has been derived from the Company’s audited consolidated financial statements as of December 31, 2025 but does not contain all of the footnote disclosures from the annual financial statements.

Accordingly, the Unaudited Condensed Consolidated Balance Sheet as of June 30, 2026, was prepared from the Company’s books and records, beginning with the audited consolidated balances as of December 31, 2025 and reflecting transactions and other activity through June 30, 2026, but does not contain all of the footnote disclosures required for complete annual financial statements.

The Company believes that the disclosures included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) are adequate to make the information presented not misleading.

2 unchanged sentences

The Company’s annual reporting period is the calendar year.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026 or any future periods.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026 or any future periods.

Basis of Presentation

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Use of Estimates and Judgments

1 unchanged sentence

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

On an ongoing basis management evaluates its estimates, including those related to long-

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

lived asset impairment assessments.

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

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

4 unchanged sentences

Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

Reverse Stock Splits and Recasting of Per-Share Amounts

On July 23, 2026, the Company filed a twelfth amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a reverse stock split of its Class A common stock and Class B common stock, each par value $ 0.0001 per share (collectively, the "Common Stock"), at a ratio of 1 for 150.

Eastern Time on July 24, 2026 (the “Effective Time”), every 150 shares of the issued and outstanding shares of the Company’s Class A common stock were automatically combined and converted into one share of Common Stock of the same class, without any change in par value per share.

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 number of authorized shares of Common Stock remained unchanged.

All share and per share amounts in the accompanying Unaudited Condensed Consolidated Financial Statements and related notes have been retroactively adjusted to give effect to the reverse Stock Split for all periods presented.

Proportionate adjustments were also made to the number of shares of Class A Common Stock underlying the Company’s outstanding stock-based compensation awards, convertible debt securities and warrants, and to the related exercise and conversion prices.

The Company’s Public Warrants and Private Warrants, which were outstanding as of June 30, 2026 and are reflected on a split-adjusted basis in the periods presented, expired in accordance with their terms on July 21, 2026, prior to the Effective Time of the Reverse Stock Split.

Variable Interest Entity

7 unchanged sentences

Accordingly, the Company began consolidating AIXC on September 29, 2025 pursuant to ASC 810.

Following stockholder approval on November 12, 2025 for the conversion of AIXC’s Series B Convertible Preferred Stock into additional voting common shares of AIXC, the Company reconsidered its VIE conclusion and determined that AIXC continued to be a VIE and that the Company remained its primary beneficiary.

As of March 31, 2026, there have been no material changes in the facts and circumstances supporting that conclusion, and the Company continues to consolidate AIXC under ASC 810.

Although the disproportionate-voting-rights condition that existed at inception was resolved, the Company determined that AIXC continued to be a VIE because its equity investment at risk remained insufficient and that the Company remained its primary beneficiary.

Following a further reconsideration event on May 21, 2026 related to the wind-down of AIXC’s legacy biotechnology business,

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

the Company again concluded that AIXC remained a VIE and that the Company remained its primary beneficiary.

Accordingly, the Company continues to consolidate AIXC under ASC 810.

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

Summarized financial information of AIXC included in the Company’s Unaudited Condensed Consolidated Financial Statements as of March 31, 2026 and for the three months then ended is presented below.

Summarized financial information of AIXC included in the Company’s Unaudited Condensed Consolidated Financial Statements as of June 30, 2026 and Unaudited Condensed Statement of operations for the three and six months ended June 30, 2026 is presented below.

Condensed Balance Sheet (Unaudited)

March 31, 2026

June 30, 2026

(in thousands)

10 unchanged sentences

Total liabilities and stockholders’ equity $ 7,050

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Condensed Statement of Operations (Unaudited)

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

(in thousands)

2 unchanged sentences

Net loss $ 10,267

Condensed Statement of Operations (Unaudited)

Three Months Ended June 30, 2026

(in thousands)

Operating expenses $ 2,960

Other expense, net 1,228

Net loss $ 4,188

Condensed Statement of Cash Flows (Unaudited)

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

(in thousands)

2 unchanged sentences

Net cash used in financing activities $ ( 132 )

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

GlobeX Al Hong Kong Holding Limited

29 unchanged sentences

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The Company has three operating segments—AI Electric Vehicle (“AIEV”), Robotics and digital assets — each of which meets the criteria for separate reporting under ASC 280.

T he Company’s Global Chief Executive Officer (“CEO”), serves as the Chief Operating Decision Makers (“CODM”), and regularly evaluated the Company’s financial performance using consolidated financial information at the total-company level including consolidated loss from operations, cash flows, liquidity, and strategic initiatives.

The Company has three operating segments—AI Electric Vehicle (“AIEV”), Robotics and AIXC — each of which meets the criteria for separate reporting under ASC 280.

T he Company’s Global Chief Executive Officer (“CEO”), serves as the Chief Operating Decision Maker (“CODM”), and regularly evaluates the Company’s financial performance using consolidated and segment-level financial information, including consolidated loss from operations, cash flows, liquidity, and strategic initiatives.

The AIXC segment is focused on developing programmable systems at the intersection of real-world asset (“RWA”) tokenization and Embodied Artificial Intelligence (“EAI”), including blockchain-enabled infrastructure for traditional assets and AI-enabled physical systems.

Management has identified Loss from operations, as presented in the Company's Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, as the primary measure used by the CODM to evaluate the performance of the business and allocate resources.

Loss from operations is the measure of segment profit or loss that is most consistent with the measurement principles used in measuring the corresponding amounts in the Company’s unaudited condensed consolidated financial statements.

This measure reflects the Company’s focus on managing operating performance, cash outflows, and liquidity, particularly given that the timing of cash inflows is influenced by external financing activities.

This measure reflects the Company’s focus on managing operating performance, cash outflows, and

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

liquidity, particularly given that the timing of cash inflows is influenced by external financing activities.

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

Refer to Note 17, Segment Information for further detail on the components of “loss from operations” and the additional Robotics gross profit measure reviewed by the CODM.

Management closely tracks its expenditure on these key expense categories through regular reviews of cash balances, near‑term cash flow projections, monthly management reports, and project management reports.

Management closely tracks the Company’s expenditures on these key expense categories through regular reviews of cash balances, near‑term cash flow projections, monthly management reports, and project management reports.

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

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

During the three months ended June 30, 2026, the CODM began reviewing enhanced segment-level management reports.

The Company is developing and implementing an enhanced segment reporting framework, including methodologies for allocating certain shared costs and resources among its segments.

Because these allocation methodologies were not fully implemented during the periods presented, the enhanced reports supplement the existing management reporting process and do not change the segment measures or allocation practices disclosed herein.

While loss from operations is the primary measure used to evaluate overall Company performance and to allocate resources across segments, management also evaluates the Robotics segment using gross profit as an additional performance measure, as this segment is in the early stages of commercialization and focuses on product-level profitability.

1 unchanged sentence

At this time, general and administrative, research and development, and sales and marketing expenses are not allocated to the Robotics segment.

Gross profit is not used as the primary measure of segment profit or loss for AIEV or digital assets.

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

These costs continue to be managed on a consolidated basis and are primarily reflected within the AIEV segment.

Gross profit is not used as the primary measure of segment profit or loss for AIEV or AIXC.

This oversight supports the Company’s strategic objectives to prioritize the commercialization of the FX Series vehicles and Robotics products, while continuing to support production, sales, and leasing activities for its FF 91 vehicles, the planned FF 92 upgrade program, and AIXC’s RWA tokenization, digital asset and EAI infrastructure initiatives .

Summary of Significant Accounting Policies

Restricted Cash

Cash and cash equivalents are classified as restricted cash when their withdrawal or use is contractually restricted.

Restricted cash includes proceeds from financing transactions deposited into accounts subject to deposit account control agreements and related security arrangements that provide the applicable lender or noteholder control over the disposition of the funds, grant a first-priority security interest in the accounts, and limit the Company’s ability to withdraw or use the funds.

Amounts are released from the controlled accounts in accordance with the applicable financing documents, including following qualifying conversions or exchanges of the related notes and satisfaction of the applicable release conditions.

Amounts may also be applied directly from the controlled accounts to satisfy the related secured obligations, and any remaining restrictions lapse when the related secured obligations and security interests are terminated.

Restricted cash is classified as current when the related restrictions are expected to lapse, or the funds are expected to be released or applied against the related obligations, within twelve months of the balance sheet date.

Restricted cash that does not meet these criteria is classified as noncurrent.

The classification is reassessed at each reporting date based on the contractual terms of the applicable financing arrangements, the maturity and classification of the related obligations, and management’s reasonable and supportable expectations regarding the timing and satisfaction of applicable release conditions.

Restricted cash may be classified partly as current and partly as noncurrent when the related amounts are expected to be released or applied at different times.

Restricted cash is included with cash and cash equivalents in the reconciliation of beginning and ending amounts presented in the Company’s Unaudited Condensed Consolidated Statements of Cash Flows.

As of June 30, 2026, the Company classified $ 12.5 million of restricted cash as current and $ 30.2 million as non-current based on the expected timing of the release or application of the related funds in accordance with the terms of the applicable financing arrangements.

The current portion represents amounts expected to be released or applied against the related obligations within twelve months of the balance sheet date, while the non-current portion represents amounts expected to remain subject to the applicable restrictions beyond twelve months.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Digital Assets

9 unchanged sentences

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The table below summarizes the units held, cost basis, and fair value of the Company’s digital assets as of June 30, 2026 (amounts shown in thousands, except for units held, which are presented in whole numbers):

Digital Assets

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Digital Asset Activity

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

Balance as of December 31, 2025 $ 10,250

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Net (loss) gain on digital assets ( 2,930 )

Other ( 338 )

Balance as of March 31, 2026 $ 6,197

Payments made ( 337 )

Balance as of June 30, 2026 $ 5,213

Short-term notes receivable

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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.

Because AIXC has limited loss

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

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

As of March 31, 2026, the estimate for expected credit losses on the Marizyme Notes is $ 4.7 million.

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

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

During the three and six months ended June 30, 2026, the Company recorded an additional allowance for credit losses of zero and $ 143 thousand, respectively, bringing the total allowance for expected credit losses to approximately $ 4.7 million as of June 30, 2026.

After giving effect to the allowance, the net carrying value of the Marizyme Notes was $ 0.5 million immediately prior to settlement, compared with a gross carrying amount of approximately $ 5.2 million.

During the three and six months ended June 30, 2026, The Company received a one-time cash settlement of $ 0.1 million from Marizyme in full satisfaction of all outstanding principal and accrued interest under the Marizyme Notes and recognized a loss on settlement of notes receivable of $ 376 thousand.

This loss is classified within Loss on settlement of notes receivable on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026.

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

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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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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.

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

Property, Plant and Equipment, Net

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 Unaudited Condensed Consolidated Balance Sheets and any gain or loss is included in the Unaudited Condensed 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 building improvements, over the term of the lease, if shorter.

Building improvements 15

Computer hardware 5

Tooling, machinery, and equipment 5 to 10

Lease vehicles 7

Computer software 3

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.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The amounts capitalized in CIP that are held at vendor sites relate to the completed portion of work-in-progress of tooling, machinery and equipment built based on the Company’s specific needs.

The Company may incur storage fees or interest fees related to CIP which are expensed as incurred.

CIP is presented within in the Unaudited Condensed Consolidated Balance Sheets.

Capitalized Software

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

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

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

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

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

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

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

During the three and six months ended June 30, 2026 the Company recognized impairment charge of no impairment charge and $ 0.2 million, respectively, related to capitalized software costs.

During the three and six months ended June 30, 2025 the Company recognized no impairment charge, related to capitalized software costs.

Business Combination

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

During the three months ended March 31, 2026, based on the quantitative assessment, the Company concluded that the carrying amount of the AIXC reporting unit exceeded its estimated fair value.

Accordingly, the Company recorded a goodwill impairment charge of $ 2.1 million of which $ 0.9 million was attributable to noncontrolling interest.

The impairment charge is included in Impairment of goodwill on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss to noncontrolling interest.

The impairment charge is included in Impairment of intangible assets, including goodwill in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

No goodwill impairment was recognized for the three months ended March 31, 2025, as the Company did not have a goodwill balance prior to the AIXC acquisition.

Other Intangible Assets

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

Accordingly, the Company recorded goodwill impairment charges of zero and $ 2.1 million for the three and six months ended June 30, 2026, respectively, of which $ 0.9 million was attributable to noncontrolling interest.

The impairment charge is included in Impairment of Impairment of intangible assets, including goodwill in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

The portion attributable to noncontrolling interest is reflected in net loss attributable to noncontrolling interest.

No goodwill impairment was recognized during the three and six months ended June 30, 2025.

Indefinite-lived Intangible Assets

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

During the each of three months ended March 31, 2026, and 2025, the Company recognized no impairment of IPR&D.

Capitalized Software

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

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

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

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

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

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

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

During the three and six months ended June 30, 2026, the Company recognized impairment of IPR&D of $ 3.6 million and $ 3.6 million.

During the three and six months ended June 30, 2025, the Company recognized no impairment of IPR&D.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Noncontrolling Interest

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The following table disaggregates our revenue by major source:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

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Robotics $ 853 — $ 1,141 —

$ 836 $ 54 $ 1,348 $ 370

Automotive Sales Revenue

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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 imp act on revenue for the three months ended March 31, 2026, and 2025 .

Residual value guarantees provided to customers had an immaterial imp act on revenue for the three and six months ended June 30, 2026 .

Automotive Leasing Revenue

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Operating Leasing Program :

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

As of March 31, 2026, the carrying amount of unguaranteed residual assets included in the net investment in sales-type leases, and presented within accounts receivable, was approximately $ 0.2 million.

As of June 30, 2026, the carrying amount of unguaranteed residual assets included in the net investment in sales-type leases, and presented within accounts receivable, was approximately $ 0.2 million.

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

The Company recognizes robotics revenue in accordance with ASC 606.

Robotics revenue primarily consists of sales of the Company’s robotic products, including the FF Master Ultra, FX Aegis Edu, and FX Aegis Pro models.

Robotic sales contracts may include the delivery of one or more robots.

Each robot is capable of providing benefit to the customer on a standalone basis and is separately identifiable within the context of the contract, accordingly, each robot represents a separate performance obligation.

The transaction price is allocated to each performance obligation based on the relative standalone selling prices of the individual robots, which are determined using observable market prices for those products.

Revenue allocated to each robot is recognized at a point in time, when control of the respective robot transfers to the customer, which generally occurs upon delivery in accordance with the terms of the applicable sales contract.

When robots are delivered at different times, revenue is recognized separately for each robot upon delivery.

As part of applying ASC 606, the Company evaluates whether multiple contracts entered into with the same customer, such as a robot purchase agreement and a related co‑creation or consulting agreement, should be combined and accounted for as a single arrangement.

Robotics revenue primarily consists of sales of the Company’s robotic products, including humanoid robots, quadruped robots and other robotics products.

Robotics sales contracts may include the delivery of one or more robots.

Each robot is capable of providing benefit to the customer on a standalone basis and is separately identifiable within the context of the contract;

accordingly, each robot represents a separate performance obligation.

Revenue allocated to each robot is recognized at a point in time when control of the respective robot transfers to the customer, which generally occurs upon delivery or acceptance, as applicable, in accordance with the terms of the applicable sales contract.

When robots are delivered at different times, revenue is recognized separately for each robot upon the transfer of control.

As part of applying ASC 606, the Company evaluates whether multiple contracts entered into at or near the same time with the same customer, such as a robot purchase agreement and a related co-creation or consulting agreement, should be combined and accounted for as a single arrangement.

When such contracts are negotiated together and are economically interdependent, they are combined for accounting purposes.

Payments made by the Company to customers under co‑creation arrangements are evaluated to determine whether they represent consideration payable to a customer and, when applicable, are accounted for as a reduction of the

Payments made by the Company to customers under co-creation or similar arrangements are evaluated to determine whether they represent consideration payable to a customer and, when applicable, are accounted for as a reduction of the transaction price for the related robot sale unless the payment is in exchange for a distinct good or service received from the customer.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

transaction price for the related robot sale.

Payments are generally received prior to or substantially concurrent with the transfer of control of the robots.

Accordingly, the Company’s robotic sales arrangements do not include a significant financing component.

Accordingly, the Company’s robotics sales arrangements do not generally include a significant financing component.

Customer deposits and other advance payments are recorded as contract liabilities until the related revenue recognition criteria are satisfied.

The Company sells robotic products through direct sales, dealers, resellers, demo-unit programs, and e-commerce or marketplace channels.

The Company identifies the customer and transaction price based on the enforceable order-level terms and the substance of the arrangement.

When an intermediary facilitates a sale but does not purchase the product for its own account, the end customer is generally the Company’s customer.

When a dealer, distributor, reseller, or other counterparty purchases the product for its own account, that purchasing counterparty is generally the Company’s customer.

Revenue is measured at the applicable contract price, net of customer discounts, credits, refunds, rebates, incentives, concessions, and expected returns, and excludes amounts collected on behalf of third parties (e.g., sales taxes remitted to government authorities).

Amounts paid or credited to a customer reduce the transaction price unless the payment is in exchange for a distinct good or service received from the customer, while commissions or referral payments to a party that is not the customer are generally recognized as expenses.

For sales that provide a right of return, the Company recognizes revenue only for the consideration to which it expects to be entitled and records a refund liability for expected returns and an asset for the right to recover products expected to be returned.

These estimates are updated at each reporting date subject to the variable consideration constraint under ASC 606.

Co-creation Arrangements

As part of the Company’s Futurist Product Officers (“FPO”) Co-Creation Delivery program, the Company has entered into co-creation agreements with certain customers.

This arrangement leverages select sales and leasing customers to provide valuable data, insights, marketing, and brand awareness for the Company’s vehicles and robots.

These arrangements leverages select sales and leasing customers to provide data, insights, marketing, and brand awareness for the Company’s vehicles and robots.

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

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

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

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

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

In situations where the net amount is less than the sale price or the contractual lease payment, the difference between the net amount and the sale price or lease payment is recognized as revenue.

For the three months ended March 31, 2026, and 2025, the Company recognized $ 0.2 million and $ 0.3 million, respectively, in co-creation fees recorded as reduction from revenues for the same periods.

For the three months ended March 31, 2026, and 2025, the Company recognized $ 0.2 million and $ 0.1 million, respectively, in co-creation fees as marketing expenses for the same periods.

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

When the contracts meet the applicable contract combination criteria, the Company accounts for them as a single arrangement.

Amounts paid or credited to a customer under a co-creation agreement are evaluated as consideration payable to a customer.

Such amounts are accounted for as a reduction of the transaction price and revenue unless the payment is in exchange for a distinct good or service received from the customer.

When the Company receives a distinct good or service, the payment is recognized as an expense based on the fair value of the good or service received, and any amount paid in excess of that fair value is recognized as a reduction of revenue.

For the three months ended June 30, 2026, and 2025, the Company recognized immaterial and no co-creation fees as reduction of revenues, respectively.

The Company recognized no and $ 0.2 million, respectively, in co-creation fees as marketing expenses, for the same periods.

For the six months ended June 30, 2026 and 2025, the Company recognized $ 0.2 million and $ 0.3 million, respectively, in co-creation fees as a reduction of revenue.

The Company recognized $ 0.2 million and $ 0.3 million, respectively, in co-creation fees as marketing expenses, for the same periods.

Customer Deposits

As of March 31, 2026, the Company held approxim ately $ 4.4 million in cu stomer deposits, compared to $ 4.4 million as of December 31, 2025.

As of June 30, 2026, the Company held approxim ately $ 4.1 million in cu stomer deposits, compared to $ 4.4 million as of December 31, 2025.

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

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

Business-to-consumer (“B2C”) reservations are typically submitted on a one-to-one basis for a specific vehicle or robotics product, or upon other resolution of the reservations and involve refundable or promotional deposits.

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

Deferred Revenue

When vehicle purchase agreements are executed, the consideration for the vehicle and any accompanying products and services must be paid in advance before the transfer of products or se rvices by the Company.

Unlike reservation deposits, which may be refundable or non-refundable and are generally received before execution of a purchase agreement, these advance payments relate to executed purchase agreements and are non-refundable.

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

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

As of March 31, 2026 and December 31, 2025 deferred revenue related to products and services wer e insignificant fo r both periods.

Customer deposits are recorded in Accrued expenses and other current liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets .

Deposits remain recorded as liabilities until they are refunded, applied toward a

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

purchase, forfeited, or otherwise resolved in accordance with the applicable terms.

Deposits applied toward a purchase are recognized as revenue when control of the related vehicle or robotics product transfers to the customer and the applicable revenue recognition criteria are satisfied.

Cost of Revenue

Automotive Sales Revenue

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

Cost of automotive sales revenues also includes adjustments to warranty expense.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Cost of services and other revenue includes costs associated with providing non-warranty after-sales services, costs for retail merchandise, and costs to provide vehicle insurance.

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

Cost of services and other revenue was insignificant fo r t he three months ended March 31, 2026, and 2025.

Cost of services and other revenue was insignificant fo r t he three months ended June 30, 2026, and 2025.

Automotive Leasing Program

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

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

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

The Company provides a manufacturer’s warranty on all vehicles sold.

The warranty covers the rectification of reported defects via repair, replacement, or adjustment of faulty parts or components.

The warranty does not cover any item that fails due to normal wear and tear.

The warranty covers the repair, replacement, or adjustment of faulty parts or components.

The warranty does not cover normal wear and tear.

This assurance-type warranty does not create a performance obligation separate from the vehicle.

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

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

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

Three Months Ended March 31,

Estimated vehicle warranty costs are accrued when the related revenue is recognized and are recorded in cost of goods sold with a corresponding warranty liability.

The Company reassesses its estimated warranty obligations at each reporting date based on available claims experience and other relevant information.

The Company also provides an assurance-type warranty on robotics products sold.

This warranty does not create a performance obligation separate from the robotics product.

Estimated robotics warranty costs are accrued when the related revenue is recognized and are recorded in cost of goods sold with a corresponding warranty liability.

Because Company-specific robotics warranty history is limited, the estimate is based on available actual warranty experience and relevant industry benchmark data.

The Company reassesses the warranty accrual at each reporting date as additional claims data become available

Six Months Ended June 30,

(in thousands) 2026 2025

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

As of March 31, 2026 and December 31, 2025, the Company maintained a full valuation allowance against its net deferred tax assets, based on the conclusion that it is more likely than not the assets will not be realized.

As of June 30, 2026 and December 31, 2025, the Company maintained a full valuation allowance against its net deferred tax assets, based on the conclusion that it is more likely than not the assets will not be realized.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

For the three and six months ended June 30, 2026, the Company recorded income tax benefits of $ 0.9 million, compared with no income tax provision or benefit for the three months ended June 30, 2025 and income tax expense of less than $ 0.1 million for the six months ended June 30, 2025.

The income tax benefit recorded in 2026 was primarily attributable to the reversal of a deferred tax liability associated with an indefinite-lived intangible asset that was impaired during the period.

Recent Accounting Pronouncements

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The following is a summary of recently issued accounting pronouncements not yet adopted by the Company:

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Recently issued accounting pronouncements not yet adopted

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

Induced Conversions of Convertible Debt Instruments .

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

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

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

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

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

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

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

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

This update is effective for the Company for annual reporting periods beginning January 1, 2027 (fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027) and will first apply to the Company’s December 31, 2027 Form 10-K for annual disclosures, with interim disclosures first required in the Company’s March 31, 2028 Form 10-Q (as a public business entity, including SRCs).

Early adoption is permitted.

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Early adoption is permitted.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

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

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) .

This ASU establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and related environmental credit obligations.The amendments apply to entities that generate, purchase or receive transferable environmental credits, as well as entities that have regulatory compliance obligations that may be settled with environmental credits.

The amendments require qualifying environmental credits to be recognized as assets based on their intended use and require environmental credit obligations arising from activities occurring on or before the reporting date to be recognized as liabilities.

The amendments are intended to improve the comparability and understandability of financial reporting for environmental credits and related obligations and reduce diversity in practice.

This Update is effective for the Company beginning January 1, 2028 (fiscal years and interim periods beginning after December 15, 2027) and will first apply to the Company’s March 31, 2028 Form 10-Q.

Early adoption is permitted.

Liquidity and Capital Resources and Going Concern

Conditions Raising Substantial Doubt

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Statements are issued.

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

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

As of March 31, 2026, the Company had an accumulated deficit of $ 4,743.9 million, unrestricted cash of $ 12.2 million, and negative working capital of $ 76.0 million.

The Company incurred a net loss of $ 42.3 million for the three months ended March 31, 2026.

As of June 30, 2026, the Company had an accumulated deficit of $ 4,779.9 million, unrestricted cash of $ 11.2 million, current restricted cash of $ 12.5 million, and a working capital deficit of $ 83.8 million.

The restricted cash was generally unavailable to fund the Company’s ordinary operating activities.

Excluding restricted cash from current assets, the Company had a working capital deficit of $ 96.3 million.

The Company incurred a net loss of $ 81.3 million for the six months ended June 30, 2026.

This condition, together with the Company’s accumulated deficit and liquidity constraints, contributes to management’s determination that there is substantial doubt about the Company’s ability to continue as a going concern under ASC 205-40.

The Company projects that it will require substantial additional funding to continue operations, advance development and future production planning related to its FF Series program, initiate production of its FX Series vehicles, and continue and expand its robotics production and commercialization activities.

Management also considered its cash flow forecast through the one-year assessment period, including expected operating cash outflows, production readiness and commercialization activities for the FX Series and Robotics products, and corporate overhead.

The forecast indicates continued liquidity pressure during the assessment period and dependence on timely execution of financing activities.

Management also considered its current five-year business plan, together with its June 30, 2026 liquidity position, expected operating cash requirements, known and reasonably knowable obligations, and financing assumptions relevant to the one-year assessment period.

This information indicates continued liquidity pressure during the assessment period and dependence on timely execution of financing activities.

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

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Management’s Plans

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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Management intends to continue pursuing these funding sources.

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

As of March 31, 2026 , the SPA Portfolio Notes were in good standing.

As of March 31, 2026, SPA Commitments totaled $ 739.0 million, of which $ 517.5 million was funded, $ 177.2 million expired unfunded, $ 44.3 million remained to be funded, and $ 48.0 million in principal was outstanding.

Optional Commitments totaled $ 467.0 million, of which $ 106.0 million was funded, $ 327.5 million expired unfunded, $ 33.5 million remained to be funded, and $ 7.1 million was outstanding.

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

During the three months ended June 30, 2026, the Company completed two additional financing transactions.

On April 17, 2026, the Company issued the Secured Streeterville Notes for an aggregate purchase price of $ 45.0 million and an aggregate original principal amount of approximately $ 45.8 million.

On May 15, 2026, the Company issued the 2026 May Convertible SPA Notes for aggregate funded proceeds of $ 25.0 million and an aggregate unpaid principal balance of $ 27.0 million.

Of the aggregate proceeds from these financings, $ 42.5 million was deposited into accounts subject to deposit account control agreements and was classified as restricted cash as of June 30, 2026.

Although these financings provided additional capital, a substantial portion of the proceeds remained restricted, and the financings did not eliminate the Company’s need to obtain additional funding.

See Note 8, Notes Payable, for additional information.

In June 2026, the Company filed a replacement registration statement on Form S-3 covering the potential offer and sale, from time to time, of up to $ 300.0 million of securities, including a prospectus relating to potential sales of up to $ 90.0 million of Class A Common Stock under the Company’s ATM Program.

The replacement registration statement became effective on July 24, 2026 and is intended to replace the Company’s prior shelf registration statement and support future capital raising activities.

Subsequent to June 30, 2026, the Company commenced sales under the ATM Program and sold 163,174 shares of Class A Common Stock for gross proceeds of approximately $ 1.0 million.

The Company’s ability to raise additional capital under the ATM Program remains subject to the continued effectiveness and availability for use of the applicable registration statement, continued compliance with applicable securities laws and Nasdaq listing requirements, authorized share availability, market conditions, trading volume, share price, and other applicable limitations.

There can be no assurance regarding the amount of additional proceeds that may be raised under the ATM Program.

Subsequent to June 30, 2026, the Company implemented staff reductions and temporary salary reductions as additional cash-conservation measures.

The Company announced and explained these measures to affected employees and offered employees subject to the temporary salary reductions an opportunity to receive equity-based compensation intended to offset a portion of the reduction in cash compensation.

The amount, timing and issuance of any such equity awards are subject to the applicable terms of the program, required approvals, applicable securities laws and the Company’s trading policies.

These measures are intended to reduce near-term operating cash requirements but may not generate sufficient savings to alleviate the substantial doubt regarding the Company’s ability to continue as a going concern.

As of June 30, 2026 , the SPA Portfolio Notes were in good standing.

As of June 30, 2026, SPA Commitments totaled $ 635.1 million, of which $ 591.8 million was funded, $ 43.3 million was unfunded, and $ 107.1 million in principal was outstanding.

Optional Commitments totaled $ 139.5 million, of which $ 106.0 million was funded, $ 33.5 million was unfunded, and $ 4.8 million in principal was outstanding.

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

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

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

The Company has implemented capital raising initiatives, including its At-The-Market (“ATM”) offering program, subject to authorized share availability, effectiveness of the applicable registration statement, Form S-3 eligibility, and compliance with securities laws and Nasdaq listing requirements.

The replacement registration statement became effective on July 24, 2026, and subsequent to June 30, 2026, the Company commenced sales under the ATM Program.

The Company’s ability to make additional sales under the ATM Program remains subject to applicable securities laws, Nasdaq listing requirements, authorized share availability, market conditions, trading volume, share price, and other applicable limitations.

Operational Context

10 unchanged sentences

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.

In June 2026, the Company filed a replacement registration statement on Form S-3 that includes an ATM prospectus covering the potential offer and sale of up to $ 90.0 million of Class A Common Stock under the ATM Program.

The replacement registration statement became effective on July 24, 2026.

The Company’s ability to sell shares under the ATM Program remains subject to the effectiveness and availability of the applicable registration statement, compliance with Form S-3 and Rule 415 requirements, Nasdaq listing requirements, authorized share availability, market conditions, trading volume, share price, and other applicable limitations.

Subsequent to June 30, 2026, the Company commenced sales under the ATM Program and sold 163,174 shares of Class A Common Stock for gross proceeds of approximately $ 1.0 million.

The Company’s ability to make additional sales under the ATM Program remains subject to the foregoing limitations..

Under Nasdaq’s continued listing requirements, if the closing bid price of the Company’s Class A Common Stock is $ 0.10 or less for ten consecutive trading days, the Company may become subject to immediate delisting proceedings and trading in its securities could be suspended.

During July 2026, the market price of the Company’s Class A Common Stock approached this threshold.

On July 24, 2026, the Company effected a 1-for-150 reverse stock split, primarily to increase the per-share trading price of its Class A Common Stock, address the immediate risk associated with the low-price threshold and support its efforts to regain compliance with Nasdaq’s minimum bid price requirement.

The reverse stock split reduced the number of issued and outstanding shares without reducing the number of authorized shares, thereby increasing the number of authorized but unissued shares available for potential future issuances.

The reverse stock split did not generate any cash proceeds and does not ensure that the Company will regain or maintain compliance with Nasdaq’s minimum bid price requirement or other continued listing standards.

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.

Although the reverse stock split did not increase the total number of authorized shares, it reduced the number of issued and outstanding shares and thereby increased the number of authorized but unissued shares available for potential future issuance.

Future equity issuances remain subject to contractual obligations, Nasdaq requirements, applicable securities laws, market conditions and the potential for substantial dilution.

Strategic Investment

1 unchanged sentence

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

AIXC’s historical operations were immaterial to consolidated results for the three months ended March 31, 2026.

AIXC’s historical operations were immaterial to consolidated results for the three and six months ended June 30, 2026.

Risks Affecting Liquidity

3 unchanged sentences

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

The July 24, 2026 reverse stock split does not eliminate the risks associated with the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing standards or successfully access the capital markets.

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.

2 unchanged sentences

While tariffs did not materially impact 2026 cost of goods sold due to limited production volume, continued reliance on China-based suppliers may increase input costs and funding needs.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Going Concern Determination

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

Despite management’s plans, the completion of the Secured Streeterville Notes and the 2026 May Convertible SPA Notes financings, the filing of the replacement registration statement on Form S-3, the commencement of sales under the ATM Program, the July 24, 2026 reverse stock split, the implementation of staff and temporary salary reductions, and the Company’s continued pursuit of other financing alternatives, the Company’s recurring operating losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern within one year after the date these Unaudited Condensed Consolidated Financial Statements are issued, as contemplated by ASC 205-40.

Basis of Presentation

3 unchanged sentences

In connection with the Company’s September 2025 acquisition of AIXC, the Company recognized goodwill in its consolidated financial statements.

There were no business acquisitions during the three months ended March 31, 2026 .

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

There were no business acquisitions during the three and six months ended June 30, 2026 .

The following table summarizes the goodwill recognized in connection with the AIXC acquisition and related impairment activity through June 30, 2026 (amounts in thousands):

Goodwill acquired at acquisition 30,214

Goodwill impairment recorded during the quarter ended December 31, 2025 ( 4,450 )

Goodwill impairment recorded during the year ended December 31, 2025 ( 4,450 )

Goodwill balance as of December 31, 2025 25,764

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Goodwill impairment recorded during the three months ended March 31, 2026 ( 2,072 )

Goodwill balance as of March 31, 2026 $ 23,692

Goodwill impairment recorded during the six months ended June 30, 2026 ( 2,072 )

Goodwill balance as of June 30, 2026 $ 23,692

All of the goodwill recognized in connection with the acquisition is recorded in the Company’s consolidated financial statements and, for purposes of goodwill impairment testing, was assigned to the reporting unit comprising the AIXC business.

3 unchanged sentences

The control premium was determined based on an analysis of expected synergies and other benefits that a market participant buyer could realize upon obtaining control.

During the three months ended March 31, 2026, the Company recorded a goodwill impairment charge of $ 2.1 million.

During the three and six months ended June 30, 2026, the Company recorded a goodwill impairment charge of zero and $ 2.1 million.

The Company will continue to evaluate goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable.

1 unchanged sentence

Inventory, net, consists of the following as of:

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

(in thousands) June 30, 2026 December 31, 2025

Raw materials (net of reserves) $ 5,441 $ 8,357

6 unchanged sentences

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

The inventory reserve was $ 5.7 million and $ 21.1 million as of March 31, 2026 and December 31, 2025 , respectively.

During the three months ended March 31, 2026 the Company decreased its lower-of-cost-and-net-realizable-value inventory reserve by $ 15.4 million .

There was no change in the inventory reserve during the three months ended March 31, 2025.

The decrease during the three months ended March 31, 2026 was primarily attributable to the sale of certain battery pack inventory for which a reserve had previously been recorded.

As a result, the related inventory reserve was utilized against the carrying value of the inventory disposed of during the period.

In connection with this transaction, the Company reduced gross inventory by $ 17.3 million, utilized $ 15.4 million of previously recorded inventory reserves, recognized proceeds from the sale of $ 1.6 million, and recorded a loss on disposal of $ 0.3 million.

The inventory reserve was $ 5.7 million and $ 21.1 million as of June 30, 2026 and December 31, 2025 , respectively.

During the six months ended June 30, 2026, the Company decreased its lower-of-cost-and-net-realizable-value inventory

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

reserve by $ 15.4 million.

During the six months ended June 30, 2025, the Company recognized provision for inventory reserve of $ 3.8 million.

The decrease during the six months ended June 30, 2026 was primarily attributable to the sale of certain battery pack inventory for which a reserve had previously been recorded.

As a result, the related inventory reserve was utilized against the carrying value of the inventory disposed of during the period.

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

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

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

(in thousands) June 30, 2026 December 31, 2025

Deposits, current portion $ 13,368 $ 10,499

2 unchanged sentences

$ 25,485 $ 22,956

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Other current assets

8 unchanged sentences

(in thousands)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Land, buildings and building improvements $ 77,803 $ 78,218

3 unchanged sentences

Lease vehicles 1,390 1,390

Computer software 4,339 4,339

Software 4,339 4,339

Construction in process 9,429 8,500

2 unchanged sentences

$ 140,026 $ 155,303

Depreciation and amortization expense, related to property, plant, and equipment, totaled $ 8.1 million and $ 17.5 million for the three months ended March 31, 2026, and 2025, respectively .

For the three months ended March 31, 2026 , the Company disposed of property, plant, and equipment, with a gross value of approximately $ 0.7 million.

For the three months ended March 31, 2025 , the Company disposed of property, plant, and equipment, with a gross value of approximately $ 0.8 million.

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

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

Depreciation and amortization expense, related to property, plant, and equipment, totaled $ 8.0 million and $ 19.8 million for the three months ended June 30, 2026, and 2025, respectively and $ 16.1 million and $ 37.3 million for six months ended June 30, 2026 and 2025 .

For the six months ended June 30, 2026 and 2025 , the Company disposed of property, plant, and equipment, with a gross value of approximately $ 0.7 million and $ 0.8 million, respectively.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

1 unchanged sentence

(in thousands)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accrued payroll and benefits $ 22,652 $ 22,428

9 unchanged sentences

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

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

The tables below summarize these agreements as of June 30, 2026 and December 31, 2025, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.

On September 29, 2025, the Compan y obtained control of AIXC .

3 unchanged sentences

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.

Although the stated interest rates on the SPA Portfolio Notes varies between 3.5 % and 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.

5 unchanged sentences

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2026

June 30, 2026

(in thousands) Contractual

3 unchanged sentences

Adjustments Original Issue Discount and Proceeds Allocated to Warrants Net

2023 Unsecured SPA Notes Various through March 2032 10 % - 15 % $ 4,753 $ 78 $ ( 475 ) $ 4,356

2023 Unsecured SPA Notes Various through April 2032 10 % - 15 % $ 4,500 $ 193 $ ( 450 ) $ 4,243

Junior Secured SPA Notes Various through December 2030 10 % 4,727 ( 124 ) — 4,603

2024 Unsecured SPA Notes July 2030 10 % 33 5 — 38

2025 March Unsecured SPA Notes Various through March 2031 10 % 8,538 ( 2,393 ) ( 2,703 ) 3,442

2025 March Unsecured SPA Notes Various through June 2031 10 % 8,538 ( 2,462 ) ( 2,703 ) 3,373

2025 July Unsecured SPA Notes August 2030 10 % 14,738 ( 57 ) ( 3,026 ) 11,655

Unsecured Convertible Notes Various dates in 2026 4.27 % 6,500 ( 1,557 ) — 4,943

Secured Streeterville Notes April 2028 3.5 % — % 9 % 45,780 (1) ( 1,934 ) ( 750 ) 43,096

May 2026 Convertible Notes May 2027 8 % 27,000 ( 1,444 ) ( 2,000 ) 23,556

Notes payable – China other

3 unchanged sentences

Notes payable, long-term portion $ 71,951

(1) Principal amounts exclude accrued and unpaid interest.

Interest on the Secured Streeterville B Note with a principal of $ 30,000 thousand compounds daily;

accrued interest is excluded from the principal amounts presented for all notes

December 31, 2025

12 unchanged sentences

Due on Demand — % 4,290 — — 4,290

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

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

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

4 unchanged sentences

Roll Forward of the Fair Value of Notes payable

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2025 to March 31, 2026 with third parties.

The following table presents a roll forward of the Company’s Notes payable balances from March 31, 2026 to June 30, 2026 with third parties.

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

4 unchanged sentences

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

China other 2025 Convertible Note - AIXC Total

China other Streeterville Secured Notes May 2026 Convertible Notes Total

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

New Issuances (b) 450 724 — — — — — 45,000 25,000 71,174

Conversion of Debt to Equity (c) ( 712 ) — ( 2,580 ) — — ( 11,348 ) — — — ( 14,640 )

Fair Value Adjustments of Debt (d) 149 80 ( 80 ) ( 2 ) ( 69 ) 225 — ( 1,904 ) ( 1,444 ) ( 3,045 )

Other Adjustments (e) — — — — $ — 72 — — 72

Balance as of June 30, 2026 (f) $ 4,243 $ 4,943 $ 4,603 $ 38 $ 3,373 $ 11,655 $ 4,421 $ 43,096 $ 23,556 $ 99,928

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2026.

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

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 3,107 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) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions.

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

Line-item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $ 5,497 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.

(e) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(f) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2026.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The following table presents a roll forward of the Company’s Notes payable balances from March 31, 2025 to June 30, 2025 with third parties.

Categories of Debt

(in thousands) Secured

SPA Notes 2023

SPA Notes Junior

SPA Notes 2024

SPA Notes 2025 March Unsecured SPA Notes Notes

China other Total

Balance as of March 31, 2025 (a) $ 2,389 $ — $ 6,060 $ 11,330 $ 763 $ 4,132 $ 24,674

New Issuances (b) — 4,500 — — 9,287 — 13,787

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

Conversion of Debt to Equity (d) ( 2,946 ) — ( 6,904 ) ( 5,847 ) ( 3,510 ) — ( 19,207 )

Fair Value Adjustments of Debt (e) 557 39 844 4,526 2,757 — 8,723

Other Adjustments (f) — — — — — 56 56

Balance as of June 30, 2025 (g) $ — $ 4,539 $ — $ 10,009 $ 9,297 $ 4,188 $ 28,033

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

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

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 13,283 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 Unaudited Condensed Consolidated Statements of Operations.

Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 1,801 thousand, which are separately identifiable from the fair value adjustments noted above.

(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Roll Forward of the Fair Value of Notes payable

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2025 to June 30, 2026 with third parties.

Categories of Debt

(in thousands) 2023

SPA Notes Unsecured

SPA Notes 2024

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

China other Secured Streeterville Notes May 2026 Convertible Notes 2025 Convertible Note - AIXC Total

Balance as of December 31, 2025 (a) $ 6,668 $ 3,442 $ 11,402 $ 5,818 $ 2,108 26,796 $ 4,290 $ — $ — $ 142 $ 60,666

4 unchanged sentences

Other Adjustments (f) — — — — — — 131 — — — 131

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

Balance as of June 30, 2026 (g) $ 4,243 $ 4,943 $ 4,603 $ 38 $ 3,373 $ 11,655 $ 4,421 $ 43,096 $ 23,556 $ — $ 99,928

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

4 unchanged sentences

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

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

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

3 unchanged sentences

(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2026.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2026.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2024 to June 30, 2025 with third parties.

12 unchanged sentences

Other Adjustments (f) — — — — — 15 ( 45 ) ( 30 )

Balance as of March 31, 2025 (g) $ 2,389 $ — $ 6,060 $ 11,330 $ 763 $ — $ 4,132 $ — $ 24,674

Balance as of June 30, 2025 (g) $ — $ 4,539 $ — $ 10,009 $ 9,297 $ — $ 4,188 $ — $ 28,033

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.

2 unchanged sentences

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.

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

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

Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 429 thousand, which are separately identifiable from the fair value adjustments noted above.

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

the fair value option was not elected for such instruments.

(f) Miscellaneous changes not captured in other columns, such as currency adjustments.

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

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

Line-item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $ 2,230 thousand, which are separately identifiable from the fair value adjustments noted above.

(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

Faraday Future Intelligent Electric Inc.

1 unchanged sentence

Schedule of Principal Maturities of Notes Payable

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

The future scheduled principal maturities of Notes payable as of June 30, 2026, are as follows:

(in thousands)

11 unchanged sentences

(viii) Notes payable – China other;

and (ix) Auto loans.

In addition, during the three months ended March 31, 2026, the Company consolidated AIXC, and accordingly recognized AIXC’s outstanding debt instruments at fair value as of the consolidation date.

(ix) Auto loans, (x) 2026 May Convertible SPA Notes, and (xi) Secured Streeterville Notes.

In addition, the Company consolidated AIXC effective September 29, 2025, 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.

9 unchanged sentences

The Secured SPA Notes are subject to full ratchet anti-dilution price protection;

at the time of the final conversions the fixed price conversion price was $ 1.16 .

There were no outstanding Secured SPA Notes, as of March 31, 2026.

at the time of the final conversions the fixed conversion price was $ 174.00 , as adjusted for the Reverse Stock Split.

There were no outstanding Secured SPA Notes, as of June 30, 2026.

In connection with the issuance of the Secured SPA Notes, the Company also granted to each purchaser a warrant (the “Secured SPA Warrants”) to purchase shares of Class A Common Stock equal to 33 % of the shares issuable upon conversion of the aggregate principal amount under the Secured SPA Notes funded.

5 unchanged sentences

Summary of Secured SPA Notes Activity

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

As of June 30, 2026 and December 31, 2025 , the fair value of the Secured SPA Notes was zero .

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

During the three months ended March 31, 2025 the Company received zero cash proceeds, after original issue discounts, respectively, in exchange for the issuance of Secured SPA Notes.

During the same period, the Company converted debt with a principal amount of $ 0.6 million into 602,902 shares of Class A Common Stock.

There was no activity related to the Secured SPA Notes during the three and six months ended June 30, 2026.

During the three months ended June 30, 2025 the Company received zero cash proceeds, after original issue discounts, in exchange for the issuance of Secured SPA Notes.

During the same period, the Company converted debt with a principal amount of $ 2.5 million into 17,080 shares of Class A Common Stock, as adjusted for the reverse Stock Split.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of zero .

For the three months ended June 30, 2025, the Company recognized a loss of $ 0.6 million, from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the six months ended June 30, 2025 the Company received zero cash proceeds, after original issue discounts, in exchange for the issuance of Secured SPA Notes.

During the same period, the Company converted debt with a principal amount of $ 3.1 million into 21,099 shares of Class A Common Stock, as adjusted for the reverse Stock Split.

The conversion of Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 0.3 million.

For the three months ended March 31, 2025, the Company recognized a gain of $ 2.5 million, from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

For the six months ended June 30, 2025, the Company recognized a gain of $ 1.9 million, from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2023 Unsecured SPA Notes

5 unchanged sentences

Issued at a 10 % original issue discount, these notes are convertible into the Company’s Class A Common Stock at the lesser of a fixed conversion price or 90 % of the VWAP for the trading day immediately prior to the conversion date.

The 2023 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2026 the fixed conversion price was $ 1.16 or $ 8,568 depending on the tranche outstanding .

The 2023 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of June 30, 2026 the fixed conversion price was $ 58.23 , as adjusted for the Reverse Stock Split.

The 2023 Unsecured SPA Notes mature primarily six years from each date of issuance.

5 unchanged sentences

These transactions triggered the full ratchet anti-dilution price protection for the 2023 Unsecured SPA Notes issued prior to each respective dilutive transaction.

Accordingly, as of March 31, 2026, the conversion price of outstanding 2023 Unsecured SPA Notes was either $ 1.16 or $ 8,568 , depending on the timing of each tranche relative to the dilutive issuances.

Tranches issued subsequent to such dilutive transactions were not subject to the ratchet adjustments and retain their original fixed conversion price of $ 8,568 .

During the three months ended June 30, 2026, the Company issued the May 2026 Convertible Notes at a conversion price below the then-effective fixed conversion price of certain outstanding 2023 Unsecured SPA Notes.

This issuance constituted a dilutive transaction that triggered the full ratchet anti-dilution price protection for those 2023 Unsecured SPA Notes issued prior to the issuance of the May 2026 Convertible Notes.

Accordingly, as of June 30, 2026, the conversion price of outstanding 2023 Unsecured SPA Notes was $ 58.23 , as adjusted for the Reverse Stock Split,

Summary of 2023 Unsecured SPA Notes Activity

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

During the three months ended March 31, 2026 and 2025, the Company received net cash proceeds of $ 3.6 million and zero , respectively, after original issue discounts, in exchange for the issuance of 2023 Unsecured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 7.3 million and $ 4.4 million into 22,566,836 and 4,167,764 shares of Class A Common Stock, respectively.

The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 2.5 million and $ 2.8 million for each period, respectively.

For the three months ended March 31, 2026 and 2025, the Company recognized a loss of $ 0.8 million and a gain $ 2.0 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

As of June 30, 2026, the fair value of the outstanding 2023 Unsecured SPA Notes was $ 4.2 million, compared to $ 6.7 million as of December 31, 2025.

During the three months ended June 30, 2026, and 2025, the Company received net cash proceeds of $ 0.5 million and $ 4.5 million, 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 $ 0.8 million and zero into 20,304 and zero shares of Class A Common Stock, as adjusted for the Reverse Stock Split, respectively.

The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 0.4 million and zero for each period, respectively.

For the three months ended June 30, 2026, and 2025, the Company recognized a loss of $ 0.1 million and zero , respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the six months ended June 30, 2026 and 2025, the Company received net cash proceeds of $ 4.1 million and $ 4.5 million, 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 $ 8.1 million and $ 4.4 million into 170,750 and 27,785 shares of Class A Common Stock, as adjusted for the reverse Stock Split, respectively.

The conversion of 2023 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 2.9 million and $ 2.8 million for each period, respectively.

For the six months ended June 30, 2026 and 2025, the Company recognized a loss of $ 1.0 million and a gain $ 2.0 million, respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Unsecured Convertible Notes

Overview and Terms

During the year ended December 31, 2025 and the three months ended March 31, 2026, the Company issued unsecured convertible notes (the “Unsecured Convertible Notes”) to a third party investor.

During the year ended December 31, 2025 and the six months ended June 30, 2026, the Company issued unsecured convertible notes (the “Unsecured Convertible Notes”) to a third party investor.

These Unsecured Convertible Notes, mature six months from issuance, accrue interest at 4.27 % and are convertible into 2025 July Unsecured SPA Notes upon the subsequent closing of such Notes.

5 unchanged sentences

Summary of Unsecured Convertible Notes Activity

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

During the three months ended March 31, 2026 and 2025, the Company received net cash proceeds of $ 0.5 million and zero , respectively, after original issue discounts, in exchange for the issuance of Unsecured Convertible Notes.

As of June 30, 2026, the fair value of the outstanding Unsecured Convertible Notes was $ 4.9 million, compared to $ 3.4 million as of December 31, 2025.

During the three months ended June 30, 2026, and 2025, the Company received net cash proceeds of $ 1.0 million and zero , respectively, after original issue discounts, in exchange for the issuance of Unsecured Convertible Notes.

During the same periods, the Company neither converted any Unsecured Convertible Notes into shares of Class A Common Stock, nor incurred gain or a loss on extinguishment for each period.

For the three months ended March 31, 2026 and 2025, the Company recognized a loss of $ 0.3 million and zero , respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the six months ended June 30, 2026 and 2025, the Company received net cash proceeds of $ 1.5 million and zero , respectively, after original issue discounts, in exchange for the issuance of Unsecured Convertible Notes.

During the same periods, the Company neither converted any Unsecured Convertible Notes into shares of Class A Common Stock, nor incurred

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

gain or a loss on extinguishment for each period.

For the six months ended June 30, 2026 and 2025, the Company recognized a loss of $ 0.4 million and zero , respectively, from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Junior Secured SPA Notes

3 unchanged sentences

Principal and interest are payable at maturity or at each conversion date.

The notes are convertible along with accrued interest into Class A Common Stock at the lesser of (a) a fixed conversion price or (b) the greater of (1) the floor price, $ 1.05 , or (2) the average VWAP of the common stock for the five previous trading days.

Junior Secured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2026 the fixed conversion price was $ 0.26 or $ 5.24 for different tranches outstanding .

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 of $ 157.20 , as adjusted for the reverse Stock Split , 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 June 30, 2026 the fixed conversion prices were $ 32.01 or $ 58.23 , as adjusted for the Reverse Stock Split, depending on the tranches outstanding .

These notes mature on various dates through December 2030.

1 unchanged sentence

The Junior SPA Warrants are exercisable immediately with a term of five years .

The Company issued to the placement agent for the transaction a warrant (the “Placement Agent Warrant”) identical to that of the Junior Secured SPA Investors for 202,768 shares of Common Stock, exercisable immediately.

The Company issued to the placement agent for the transaction a warrant (the “Placement Agent Warrant”) identical to that of the Junior Secured SPA Investors for 1,352 shares of Common Stock, as adjusted for the Reverse Stock Split, exercisable immediately.

These warrants are subject to the same full ratchet anti-dilution price protection as the Junior Secured SPA Notes.

As of March 31, 2026, 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.

As of June 30, 2026, 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 Secured SPA Incremental Warrants”) to purchase additional Junior Secured SPA Notes up to the amounts originally funded under their original Junior Secured SPA Note commitments.

The Junior Secured SPA Incremental Warrants, presented in the Unaudited Condensed Consolidated Balance Sheets as Derivative call options, are exercisable immediately upon issuance and have a one-year term.

They allow the purchase of the respective notes at an exercise price equal to the principal amount of the notes issued to the investor, subject to full ratchet anti-dilution price protection, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, or

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

similar transactions.

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

There were no Junior Secured SPA Incremental Warrants outstanding as of June 30, 2026 .

Amendments and Modifications

1 unchanged sentence

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.

These investors agreed not to convert outstanding notes below the initial conversion price of $ 786.00 , as adjusted for the Reverse Stock Slit, 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.

3 unchanged sentences

On December 21, 2024, the Company entered into the 2024 Unsecured SPA (as defined below), pursuant to which the Company issued certain 2024 Unsecured SPA Notes to the purchasers party thereto, which triggered the full ratchet anti-dilution price protection in the Junior Secured SPA Notes and Junior Secured SPA Warrants.

The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 1.16 was less than the Junior Secured SPA Notes conversion and Junior Secured SPA Warrant exercise price.

During the year ended December 31, 2025, the Company issued additional 2024 Unsecured SPA Notes upon the exercise of 2024 Unsecured SPA Incremental Warrants with a stated conversion price of $ 1.16 .

These transactions triggered the full ratchet anti-dilution provisions for any incremental Junior Secured SPA Notes issued prior to such dilutive issuances, maintaining the ratcheted fixed conversion price at $ 1.16 .

During the three months ended March 31, 2026 the Company converted certain 2023 Unsecured SPA Notes at conversion prices below $ 1.16 , constituting further dilutive issuances that triggered the full ratchet anti-dilution provisions of Junior Secured SPA Notes, issued prior to the issuance of the respective 2023 Unsecured SPA Note whose conversions gave rise to the ratchet adjustments.

As a result, the fixed conversion price of those Junior Secured SPA Notes was reduced to $ 0.26 as of March 31, 2026.

Junior Secured SPA Notes issued subsequent to the issuance of the relevant 2023 Unsecured SPA Note were not subject to these ratchet adjustments and retain their original fixed conversion price of $ 5.24 .

The issuance of the 2024 Unsecured SPA Notes constituted a dilutive issuance, as the stated conversion price of $ 174.00 , as adjusted for the Reverse Stock Split, was less than the Junior Secured SPA Notes conversion and Junior Secured SPA Warrant exercise price.

During the year ended December 31, 2025, the Company issued additional 2024 Unsecured SPA Notes upon the exercise of 2024 Unsecured SPA Incremental Warrants with a stated conversion price of $ 174.00 , as adjusted for the Reverse Stock Split .

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

During the three and six months ended June 30, 2026 the Company converted certain 2023 Unsecured SPA Notes at conversion prices below $ 174.00 , as adjusted for the reverse Stock Split, constituting further dilutive issuances that triggered the full ratchet anti-dilution provisions of Junior Secured SPA Notes, issued prior to the issuance of the respective 2023 Unsecured SPA Note whose conversions gave rise to the ratchet adjustments.

As a result, the fixed conversion price of outstanding Junior Secured SPA Notes was $ 32.01 or $ 58.23 , as adjusted for the Reverse Stock Split, depending on the tranche.

Summary of Junior Secured SPA Notes Activity

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

During the three months ended March 31, 2026 and 2025, the Company received no net cash proceeds, after original issue discounts, in exchange for the issuance of Junior Secured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 5.0 million and $ 15.4 million into 15,368,021 and 13,958,070 shares of Class A Common Stock, respectively.

The conversion of Junior Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 0.8 million and $ 12.8 million, for each period.

For the three months ended March 31, 2026, and 2025, the Company recognized a loss of $ 1.0 million and a gain of $ 10.4 million, respectively, from the fair value remeasurement of Junior Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of June 30, 2026, the fair value of the Junior Secured SPA Notes was $ 4.6 million, compared to $ 11.4 million as of December 31, 2025.

During the three months ended June 30, 2026, and 2025, the Company received no net cash proceeds, after original issue discounts, in exchange for the issuance of Junior Secured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 2.4 million and $ 13.4 million into 79,640 and 89,696 shares of Class A Common Stock, as adjusted for the Reverse Stock Split, respectively.

The conversion of Junior Secured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 1.1 million and $ 7.6 million, for the respective periods.

For the three months ended June 30, 2026, and 2025, the Company recognized a gain of $ 0.1 million and a loss of $ 0.8 million, respectively, from the fair value remeasurement of Junior Secured SPA Notes under ASC 825, which were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the six months ended June 30, 2026 and 2025, the Company received no net cash proceeds, after original issue discounts, in exchange for the issuance of Junior Secured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 7.4 million and $ 28.8 million into 182,093 and 182,750 shares of Class A Common Stock, as adjusted for the Reverse Stock Split, respectively.

The conversion of Junior Secured SPA Notes into Class A Common Stock resulted in loss on extinguishment of $ 1.9 million and $ 20.4 million, for the respective periods.

For the six months ended June 30, 2026 and 2025, the Company recognized a loss of $ 0.9 million and a gain of $ 9.6 million, respectively, from the fair value remeasurement of Junior Secured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2024 Unsecured SPA Notes

3 unchanged sentences

Principal and interest are payable at maturity or at each conversion date.

The notes are convertible along with accrued interest into Class A Common Stock at the lesser of (a) a fixed conversion price, which was $ 1.16 at issuance, or (b) the greater of (1) the floor price, $ 1.05 , or (2) the lowest one -day VWAP of the common stock for the five previous trading days.

2024 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of March 31, 2026 the fixed conversion price of the outstanding 2024 Unsecured SPA Notes was $ 0.24 .

The notes are convertible along with accrued interest into Class A Common Stock at the lesser of (a) a fixed conversion price, which was $ 174.00 , as adjusted for the Reverse Stock Split, or (b) the greater of (1) the floor price, $ 157.20 , as adjusted for the reverse Stock Split , or (2) the lowest one -day VWAP of the common stock for the five previous trading days.

2024 Unsecured SPA Notes are subject to full ratchet anti-dilution price protection and as of June 30, 2026 the fixed conversion price of the outstanding 2024 Unsecured SPA Notes was $ 32.01 , as adjusted for the reverse Stock Split .

These notes mature in July 2030.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The original 2024 Unsecured SPA Investors were issued warrants (the “2024 Unsecured SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the 2024 Unsecured SPA Notes (defined below) purchased by such 2024 Unsecured SPA Investor.

1 unchanged sentence

2024 Unsecured SPA Warrants are subject to the same full ratchet anti-dilution price protection as the 2024 Unsecured SPA Notes .

As of March 31, 2026, 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.

As of June 30, 2026, 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.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

2 unchanged sentences

See Note 15, Fair Value of Financial Instruments for further details on the 2024 Unsecured SPA Incremental Warrants.

There were no 2024 Unsecured SPA Incremental Warrants outstanding as of March 31, 2026 .

There were no 2024 Unsecured SPA Incremental Warrants outstanding as of June 30, 2026 .

Amendments and Modifications

1 unchanged sentence

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.

These investors agreed not to convert outstanding notes below the initial conversion price of $ 174.00 , as adjusted for the reverse Stock Split, 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.

3 unchanged sentences

Anti-Dilution Adjustments

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

As a result, the fixed conversion price of outstanding 2024 Unsecured SPA Notes was reduced to $ 0.24 as of March 31, 2026.

During the three and six months ended June 30, 2026 the Company converted certain 2023 Unsecured SPA Notes and 2025 July Unsecured SPA Notes (as defined below) at conversion prices below $ 174.00 per share, as adjusted for the Reverse Stock Split, constituting dilutive issuances that triggered the full ratchet anti-dilution provisions of 2024 Unsecured SPA Notes, issued prior to the issuance of the respective 2023 Unsecured SPA Notes and 2023 Unsecured SPA Notes whose conversions gave rise to the ratchet adjustments.

As a result, the fixed conversion price of outstanding 2024 Unsecured SPA Notes as of June 30, 2026 was reduced to $ 32.01 per share, as adjusted for the Reverse Stock Split.

Summary of 2024 Unsecured SPA Notes Activity

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

During the three months ended March 31, 2026 and 2025, the Company received net cash proceeds of zero and $ 20.0 million, respectively, after original issue discounts, in exchange for the issuance of 2024 Unsecured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 6.0 million and zero into 11,463,298 and zero shares of Class A Common Stock, respectively.

The conversion of 2024 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 0.6 million and zero , for each period, respectively.

For the three months ended March 31, 2026 and 2025, the Company recognized a loss of $ 0.5 million and a gain of $ 6.8 million, respectively, from the fair value remeasurement of 2024 Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2025 March Unsecured SPA Notes

Overview and Terms

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

As of June 30, 2026, the fair value of the 2024 Unsecured SPA Notes was zero million, compared to $ 5.8 million as of December 31, 2025.

During the three months ended June 30, 2026, and 2025, the Company received no net cash proceeds, after original issue discounts, in exchange for the issuance of 2024 Unsecured SPA Notes.

During the same periods, the Company converted debt with a principal amount of zero and $ 11.7 million into zero and 71,978 shares of Class A Common Stock, as adjusted for the Reverse Stock Split, respectively.

The conversion of 2024 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of zero and $ 9.3 million, for each period, respectively.

For the three months ended June 30, 2026, and 2025, the Company recognized a gain of zero million and a loss of $ 4.5 million, respectively, from the fair value remeasurement of 2024 Unsecured SPA Notes under ASC 825, which were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the six months ended June 30, 2026 and 2025, the Company received net cash proceeds of zero and $ 20.0 million, respectively, after original issue discounts, in exchange for the issuance of 2024 Unsecured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 6.0 million and $ 11.7 million into 76,422 and 71,978 shares of Class A Common Stock, as adjusted for the Reverse Stock Split, respectively.

The conversions of 2024 Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 0.6 million and $ 9.3 million, for the respective periods.

For the six months ended June 30, 2026 and 2025, the Company recognized a loss of $ 0.5 million and a gain of $ 2.3 million, respectively, from the fair value remeasurement of 2024 Unsecured SPA Notes under ASC 825, which were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

convertible promissory notes (the “2025 March Unsecured SPA Notes”).

2025 March Unsecured SPA Notes

Overview and Terms

The 2025 March Unsecured SPA will be completed in four closings, each subject to specified closing conditions including minimum trading price and volume thresholds.

5 unchanged sentences

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 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 $ 193.50 per share, as adjusted for the Reverse Stock Split, 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.

1 unchanged sentence

If a conversion under the alternate mechanism would result in issuance below the floor price, the Company must either settle the difference in cash or increase the principal balance of the note by the shortfall amount.

The floor price is subject to reduction at the Company's discretion and was $ 1.048 per share as of March 31, 2026.

The floor price is subject to reduction at the Company's discretion and was $ 157.200 per share, as adjusted for the reverse Stock Split, as of June 30, 2026.

The 2025 March Unsecured SPA Investors were issued warrants (the “2025 March Unsecured SPA Warrants”) equal to 100 % of the shares issuable upon conversion of the aggregate principal amount under the 2025 March Unsecured SPA Notes funded, calculated using the initial conversion price of the 2025 March Unsecured SPA Notes.

1 unchanged sentence

The 2025 March Unsecured SPA Warrants are subject to a full ratchet anti-dilution price protection similar to that applicable to the 2025 March Unsecured SPA Notes .

As of March 31, 2026, t he Company’s issued 2025 March Unsecured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

As of June 30, 2026, t he Company’s issued 2025 March Unsecured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

In addition, the Company had received cash proceeds related to certain 2025 March Unsecured SPA closings for which the issuance of the related notes and warrants had not yet been completed.

6 unchanged sentences

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.

See Note 13, Stockholders’ Equity for further details regarding the Series B Preferred Stock.

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

Amendments and Modifications

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

O n May 15, 2025, the Company entered into a Waiver and Amendment Agreement (the “SPA Waiver”) with the 2025 March Unsecured SPA Investors.

1 unchanged sentence

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Incremental Warrants or securities issued in subsequent closings.

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.

4 unchanged sentences

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.

As a result, the fixed conversion price and warrant exercise price of the 2025 March Unsecured SPA instruments were re-set to $ 183.00 and $ 219.600 per share, as adjusted for the reverse Stock Split, respectively.

Summary of 2025 March Unsecured SPA Notes Activity

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

During the three months ended March 31, 2026 and 2025, the Company received net cash proceeds of $ 4.7 million and $ 2.0 million, respectively, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes.

During the same periods, the Company converted debt with a principal amount of $ 1.7 million and zero into 1,837,760 and zero shares of Class A Common Stock, respectively.

The conversion of 2025 March Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 1.3 million and zero , for each period.

For the three months ended March 31, 2026 and 2025, the Company recognized a loss of $ 0.1 million and an immaterial gain, respectively, from the fair value remeasurement of 2025 March Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of June 30, 2026, the fair value of the outstanding 2025 March Unsecured SPA Notes, was $ 3.4 million compared to $ 2.1 million as of December 31, 2025.

During the three months ended June 30, 2026, and 2025, the Company received net cash proceeds of zero and $ 22.1 million, respectively, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes.

During the same periods, the Company converted debt with principal amounts of zero and $ 6.8 million into zero and 41,131 shares of Class A Common Stock, as adjusted for the reverse Stock Split, respectively.

The conversion of 2025 March Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of zero and $ 5.5 million, for the respective periods.

For the three months ended June 30, 2026, and 2025, the Company recognized a gain of $ 0.1 million and a loss of $ 2.8 million, respectively, from the fair value remeasurement of 2025 March Unsecured SPA Notes under ASC 825, which were recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the six months ended June 30, 2026 and 2025, the Company received net cash proceeds of $ 4.7 million and $ 24.1 million, respectively, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes.

During the same periods, the Company converted debt with principal amounts of $ 1.7 million and $ 6.8 million into 12,252 and 41,131 shares of Class A Common Stock, as adjusted for the Reverse Stock Split, respectively.

The conversion of 2025 March Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 1.3 million and $ 5.5 million, for the respective periods.

For the six months ended June 30, 2026 and 2025, the Company recognized loss of zero and $ 2.7 million, respectively, from the fair value remeasurement of 2025 March Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

2025 July Unsecured SPA Notes

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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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

principal and accrued interest, together with an 8 % premium, by the conversion price.

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 $ 262.50 per share, as adjusted for the reverse Stock Split, subject to customary anti-dilution adjustments and full ratchet anti-dilution price protection .

The number of shares issuable upon conversion is determined by dividing the outstanding principal and accrued interest, together with an 8 % premium, by the conversion price.

The notes also include an alternate conversion feature that permits the holder to convert at the lower of (i) the then-effective conversion price or (ii) the greater the floor price and the lowest VWAP of the Class A common stock during the five trading days immediately preceding the conversion notice.

The floor price is subject to reduction at the Company's discretion and was $ 0.20 per share as of March 31, 2026.

The floor price is subject to reduction at the Company's discretion and was $ 30.00 per share, as adjusted for the reverse Stock Split, as of June 30, 2026.

The 2025 July Unsecured SPA Investors were issued warrants (the “2025 July Unsecured SPA Warrants”) equal to 33 % of the shares issuable upon conversion of the aggregate principal amount under the 2025 July Unsecured SPA Notes funded.

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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 March 31, 2026, the Company’s 2025 July Unsecured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

As of June 30, 2026, the Company’s 2025 July Unsecured SPA Warrants are indexed to the Company’s Class A common stock and meet the requirements for equity classification under the scope exception in ASC 815-40.

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

See Note 13 Stockholders’ Equity for further details regarding the Series B Preferred Stock.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Amendments and Modifications

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Pursuant to the terms of the 2025 July Unsecured SPA Notes, on September 19, 2025, the fixed conversion price of the 2025 July Unsecured SPA Notes and the exercise price of the related common stock warrants were reset to 100 % and 120 %, respectively, of the closing price of the Company’s Class A common stock on the trading day immediately prior to the receipt of stockholder approval for the related private placement.

As a result, as of March 31, 2026, the fixed conversion price and warrant exercise price of the 2025 July Unsecured SPA instruments were $ 1.68 and $ 2.02 , respectively.

As a result, as of June 30, 2026, the fixed conversion price and warrant exercise price of the 2025 July Unsecured SPA instruments were $ 252.00 and $ 303.00 per share, as adjusted for the Reverse Stock Split, respectively.

This reset did not trigger any price-based anti-dilution provisions of other outstanding convertible instruments.

During the three months ended March 31, 2026, the Company exercised its contractual right to reduce the conversion price floor of the 2025 July Unsecured SPA Notes on multiple occasions, with the final reduction to $ 0.20 on March 30, 2026.

Conversions during the period were effected pursuant to the alternate conversion feature at prices below the stated conversion price of $ 1.68 .

During the three months ended March 31, 2026, the Company exercised its contractual right to reduce the price floor of the 2025 July Unsecured SPA Notes on multiple occasions, with the final reduction to $ 30.00 per share as adjusted for the Reverse Stock Split, on March 30, 2026.

Conversions during the period were effected pursuant to the alternate conversion feature at prices below the stated conversion price of $ 252.00 per share, as adjusted for the reverse Stock Split.

These below-market conversions constituted dilutive issuances and triggered the full ratchet anti-dilution provisions of the outstanding 2024 Unsecured SPA Notes.

Anti-Dilution Adjustments

During the three months ended June 30, 2026, the Company issued the May 2026 Convertible Notes at a conversion price below the then-effective fixed conversion price of the outstanding 2025 July Unsecured SPA Notes.

This issuance constituted a dilutive transaction that triggered the full ratchet anti-dilution price protection for 2025 July Unsecured SPA Notes.

Accordingly, the fixed conversion price of the 2025 July Unsecured SPA Notes as of June 30, 2026 was $ 58.23 per share, as adjusted for the reverse Stock Split.

Summary of 2025 July Unsecured SPA Notes Activity

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

During the three months ended March 31, 2026, the Company received no net cash proceeds, after original issue discounts, in exchange for the issuance of 2025 July Unsecured SPA Notes.

During the same period, the Company converted debt with a principal amount of $ 8.4 million into 31,088,473 shares of Class A Common Stock.

The conversion of 2025 July Unsecured SPA Notes into Class A Common Stock resulted in a loss on extinguishment of $ 3.2 million.

For the three months ended March 31, 2026, the Company recognized a loss of $ 2.5 million from the fair value remeasurement of 2025 July Unsecured SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

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

2025 Convertible Note - AIXC

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

As of June 30, 2026, the fair value of the outstanding 2025 July Unsecured SPA Notes, was approximately $ 11.7 million compared to $ 26.8 million as of December 31, 2025.

During the three and six months ended June 30, 2026, the Company received no net cash proceeds, after original issue discounts, in exchange for the issuance of 2025 July Unsecured SPA Notes.

During the same periods, the Company converted debt with principal amounts of $ 14.5 million and $ 22.9 million into 399,160 and 606,416 shares of Class A Common Stock, as adjusted for the Reverse Stock Split, respectively.

The conversion of 2025 July Unsecured SPA Notes into Class A Common Stock resulted in loss on extinguishment of $ 6.3 million and $ 9.6 million for the respective periods.

For the three and six months ended June 30, 2026, the Company recognized a loss of $ 0.2 million and $ 2.7 million from the fair value remeasurement of 2025 July Unsecured SPA Notes under ASC 825, respectively, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no transactions involving 2025 July Unsecured SPA Notes during the three and six months ended June 30, 2025 as the 2025 July Unsecured SPA Notes had not yet been issued.

2026 May Convertible SPA Notes

Overview and Terms

On May 15, 2026, the Company entered into a securities purchase agreement (the “2026 May Convertible SPA”) with certain accredited investors (collectively, the “2026 May Convertible Notes SPA Investors”), pursuant to which the Company issued and sold senior convertible promissory notes in an aggregate original principal amount of $ 25.0 million (the “2026 May Convertible SPA Notes”).

The 2026 May Convertible SPA Notes define the outstanding principal value as 108 % of the stated

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Capital Anstalt (“Alpha”, or “Holder”), pursuant to which AIXC issued to Alpha a non-interest-bearing note with a principal of approximately $ 0.3 million, and an original issue discount (“OID”) of 20 %, in exchange for approximately $ 0.2 million cash, net of immaterial issuance costs.

principal amount.

Accordingly, the $ 25.0 million funded amount resulted in an aggregate unpaid principal balance of $ 27.0 million, with the $ 2.0 million difference reflected as an original issue discount.

At the closing, 50 % of each investor’s commitment was remitted directly to the Company and the remaining 50 % was deposited into a separate holder-controlled deposit account, in which the applicable holder holds a first-priority security interest.

Amounts held in the holder-controlled accounts are classified as restricted cash until released to the Company.

Each holder controls the release of the applicable funds pursuant to a deposit account control agreement.

The funds are released to the Company only upon conversion of the related notes, and only to the extent the cash held in the account exceeds the amount required to secure the portion of each note that remains outstanding.

The 2026 May Convertible SPA Notes mature on May 15, 2027 and bear interest at 8 % per annum on the outstanding principal value.

Interest is payable in shares of Class A Common Stock upon each conversion as part of the amount converted, with any remaining accrued and unpaid interest payable in cash at maturity.

In the event of a default, the interest rate increases to 15 % per annum.

Any amounts not paid when due bear an additional 18 % per annum late charge, except to the extent such amount is simultaneously accruing interest at the default rate..

The amount payable upon a conversion, redemption or other repayment also includes a make-whole amount equal to the additional interest that would have accrued through the maturity date.

The 2026 May Convertible SPA Notes are convertible at the option of the holders at any time into shares of the Company’s Class A Common Stock at a fixed conversion price of $ 58.23 per share, as adjusted for the Reverse Stock Split, subject to customary adjustments and full-ratchet anti-dilution price protection.

The number of shares issuable upon conversion is determined by dividing the applicable outstanding principal value, accrued and unpaid interest, the make-whole amount, late charges and other amounts due under the notes (“the Conversion Amount”), by the applicable conversion price.

Alternatively, the holders may convert at an alternate conversion price equal to the lower of (i) the then-effective fixed conversion price and (ii) the greater of the floor price and the lowest of the five daily VWAPs of the Class A Common Stock during the five consecutive trading days immediately preceding the applicable conversion notice.

The Company may reduce the floor price, subject to the rules of the applicable principal market and specified notice requirements.

As of June 30, 2026 the floor price is $ 23.29 per share, as adjusted for the Reverse Stock Split.

The Company may, on one occasion and provided that no Equity Conditions Failure exists, redeem all, but not less than all, of the outstanding 2026 May Convertible SPA Notes for cash.

The redemption price equals the greater of (i) 110 % of the Conversion Amount and (ii) the amount the holder would have received if the holder had converted the notes into shares of Class A Common Stock and sold such shares at the highest closing sale price during the applicable measurement period (“the market-based amount”).

The holder may require the Company to redeem all or a portion of the 2026 May Convertible SPA Notes in cash upon the occurrence of certain specified events.

Upon an Event of Default other than a bankruptcy-related Event of Default, the redemption price equals the greater of (i) 108 % of the applicable Conversion Amount and (ii) the market-based amount described above.

Upon a Change of Control, the redemption price equals the greatest of (i) 108 % of the applicable Conversion Amount, (ii) the market-based amount described above, and (iii) an amount determined by reference to the per-share cash and non-cash consideration payable to common stockholders in the Change of Control.

If the Company fails to cure a Floor Breach Event within the contractual cure period, the holder may require redemption at the applicable Conversion Amount, without premium.

Upon a bankruptcy-related Event of Default, the outstanding 2026 May Convertible SPA Notes automatically become immediately due and payable, without further action by the holder, at 108 % of the sum of Outstanding Principal Value, accrued and unpaid interest, make-whole interest, and any applicable late charges, unless waived by the holder in whole or in part.

The Company elected the fair value option under ASC 825 for the 2026 May Convertible SPA Notes.

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

Transaction costs associated with the issuance of the notes were expensed as incurred.

Summary of Activity

As of June 30, 2026, the fair value of the outstanding 2026 May Convertible SPA Notes was $ 23.6 million.

There were no 2026 May Convertible SPA Notes outstanding as of December 31, 2025.

During the three and six months ended June 30, 2026, the investors funded an aggregate of $ 25.0 million, after original issue discounts, in exchange for 2026 May Convertible SPA Notes.

During the same periods, no 2026 May Convertible SPA Notes were converted into shares of Class A Common Stock and the Company recognized no gain or loss on extinguishment

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

related to the notes.

For the three and six months ended June 30, 2026, the Company recognized a gain of approximately $ 1.4 million from the fair value remeasurement of the 2026 May Convertible SPA Notes under ASC 825, which was recorded in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no transactions involving the 2026 May Convertible SPA Notes during the three and six months ended June 30, 2025, as the notes had not yet been issued.

Secured Streeterville Notes

Overview and Terms

On April 17, 2026, the Company entered into a notes purchase agreement (the “Streeterville NPA”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which the Company issued a promissory note with an original principal amount of $ 15.8 million (the “A-1 Note”) and a secured promissory note with an original principal amount of $ 30.0 million (the “B Note” and, together with the A-1 Note and any additional notes issued upon an exchange of the B Note, the “Secured Streeterville Notes”).

Streeterville paid an aggregate purchase price of $ 45.0 million, of which $ 15.0 million was remitted to the Company and $ 30.0 million was deposited into a segregated deposit account subject to a deposit account control agreement.

The A-1 Note includes an original issue discount of $ 0.8 million included in its original principal balance.

The A-1 and B Secured Streeterville Notes mature on April 17, 2028, which is 24 months after their purchase price date.

Each additional A Note issued upon exchange of the B Note matures on the greater of (i) 12 months after its issuance and (ii) the remaining term of the B Note.

The A Notes bear interest at a rate of 9 % per annum (non-compounding), and the B Note bears interest at a rate of 3.5 % per annum, compounding daily.

If an event of default occurs and is continuing, the applicable interest rate increases to the lesser of 18 % per annum or the maximum rate permitted by applicable law.

The Company may prepay the A Notes and B Note at 110 % and 105 %, respectively, of the portion of the outstanding balance being prepaid.

If the A-1 Note remains outstanding on the 180-day anniversary of its purchase price date, a one-time monitoring fee equal to 25 % of the then-outstanding balance will be added to the outstanding balance of the A-1 Note.

For any additional A Note issued more than six months after April 17, 2026, the monitoring fee is included in the note's initial principal balance upon issuance.

The monitoring fee, and accrued interest thereon, are subject to pro rata forgiveness only if the Company makes cash payments on the A Notes.

Following a specified trigger event, Streeterville may increase the outstanding balance of each affected A Notes by 7.5 %, on one occasion during the term of that A Note.

Upon an event of default, the Company must pay the outstanding balance of the applicable Secured Streeterville Notes in cash, and in the case of the A Notes, at an amount reflecting any such 7.5 % increase.

Beginning on October 17, 2026, Streeterville may require the Company to redeem up to an aggregate of $ 0.8 million per month under the outstanding A Notes.

The applicable redemption amount, together with make-whole interest calculated as though the redeemed amount remained outstanding through maturity, may be settled in cash or shares of Class A Common Stock, at the Company’s election and subject to specified conditions, with the number of shares determined by reference to the Nasdaq Minimum Price on the applicable redemption date.

Beginning on October 17, 2026, the Secured Streeterville Notes also permit additional limited redemptions when the trading price of the Company’s Class A Common Stock is at least 15 % greater than the applicable Nasdaq Minimum Price.

The amount subject to a limited redemption is limited to 5 % of the applicable cumulative daily dollar trading volume and may not exceed $ 5.0 million in aggregate for all outstanding notes.

Limited redemptions are applied first to the A Notes;

the B Note becomes subject to limited redemption only after the aggregate outstanding balance of the A Notes has been satisfied.

Limited redemptions are settled in shares of Class A Common Stock, with the number of shares determined by dividing the limited redemption amount, including applicable make-whole interest, by the Nasdaq Minimum Price.

For both monthly and limited redemptions, if the Nasdaq Minimum Price is below the contractual floor price, Streeterville may require the applicable redemption amount to be paid in cash.

The contractual floor price is $ 9.05 per share, as adjusted for the Reverse Stock Split.

Subject to specified conditions, and generally following a reduction of at least $ 0.3 million in the aggregate outstanding balance of the A Notes, the Company may exchange a portion of the B Note — up to one-half of the applicable reduction amount — for an additional A Note.

Each additional A Note generally has the same interest rate, original issue discount percentage and other economic terms as the A-1 Note.

Upon completion of a note exchange, an amount equal to the portion of the B Note exchanged becomes eligible for release from the deposit account.

Similarly, as the B Note is redeemed in shares of

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Class A Common Stock upon a limited redemption, an amount corresponding to the portion of the B Note so redeemed becomes eligible for release from the deposit account.

The $ 30.0 million held in the secured deposit account is classified as non-current restricted cash until released in accordance with the Streeterville NPA, the B Note and the deposit account control agreement.

Release is contingent on the redemption or exchange of the B Note, which cannot occur before October 17, 2026 and is subject to future events outside the Company's control;

as a result, the Company has no present ability to compel release within twelve months and cannot reliably determine the amount or timing of any release.

Under the deposit account control agreement, Streeterville has the right to direct the disposition of the funds, which are subject to a first-priority security interest in favor of Streeterville.

The B Note is also secured by a first-position pledge of all membership interests owned by the Company in FFAI Holdings, LLC.

The Company’s obligations under the Secured Streeterville Notes are guaranteed by certain subsidiaries of the Company.

The Company elected the fair value option under ASC 825 for the Secured Streeterville Notes.

Transaction costs associated with the issuance of the Secured Streeterville Notes were expensed as incurred.

Summary of Secured Streeterville Notes Activity

As of June 30, 2026, the fair value of the outstanding Secured Streeterville Notes was approximately $ 43.1 million.

There were no Secured Streeterville Notes outstanding as of December 31, 2025.

During the three and six months ended June 30, 2026, the Company received aggregate proceeds of $ 45.0 million after original issue discounts, in exchange for Secured Streeterville Notes.

Of the proceeds received, $ 30.0 million was deposited into the secured deposit account.

There were no principal repayments, redemptions, note exchanges or settlements in shares of Class A Common Stock during the three and six months ended June 30, 2026.

Accordingly, the Company did not recognize a gain or loss on extinguishment related to the Secured Streeterville Notes during either period.

For the three and six months ended June 30, 2026, the Company recognized a gain of approximately $ 1.9 million related to changes in the fair value of the Secured Streeterville Notes under ASC 825.

The gain was recognized in Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no transactions involving the Secured Streeterville Notes during the three and six months ended June 30, 2025, as the 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.

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AIXC repaid the remaining outstanding balance of $- 0.1 million at maturity, on January 28, 2026.

During the three months ended March 31, 2026, AIXC recognized an immaterial gain from the fair value remeasurement of the 2025 Convertible Note - AIXC.

No balance remained outstanding as of March 31, 2026.

During the three and six months ended June 30, 2026, AIXC recognized an immaterial gain from the fair value remeasurement of the 2025 Convertible Note - AIXC.

no balance remained outstanding as of June 30, 2026.

Related Party Transactions

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The Company receives funding through notes payable from various parties, including related parties.

These related parties include employees, affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s CEO, Mr.

The tables below summarize the related party note payable agreements as of March 31, 2026 and December 31, 2025, providing details on contractual maturity dates, contractual interest rates, and net carrying values.

March 31, 2026

These related parties include employees, affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s Chief Executive Officer, Mr.

The tables below summarize the related party note payable agreements as of June 30, 2026 and December 31, 2025, providing details on contractual maturity dates, contractual interest rates, and net carrying values.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

June 30, 2026

(in thousands) Contractual

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_______________

(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.

(1) The restructured loan bears no stated interest and requires fixed installment payments through the contractual maturity date.

If the Company fails to pay an installment when due, liquidated damages would accrue, at a rate based on the applicable loan prime rate, on the overdue amount only, and only after the lender delivers a written demand.

The Company was not in default with respect to the payment schedule during the period, and no such amounts have been recorded as June 30, 2026.

Roll Forward of Related Party Debt by Transaction Type

The following table presents a roll forward of the Company’s notes payable balances from March 31, 2026 to June 30, 2026 with related parties.

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

Categories of Related Party Debt

(in thousands) Notes Payable — China Notes Payable on Demand — China Other Notes Total

Balance as of March 31, 2026 (a) $ 3,682 $ 435 $ 75 $ 4,192

Repayment of Debt (b) ( 59 ) — — ( 59 )

Other Adjustments (c) 62 6 — 68

Balance as of June 30, 2026 (d) $ 3,685 $ 441 $ 75 $ 4,201

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2026.

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

(c) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(d) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2026.

The following table presents a roll forward of the Company’s Related party notes payable balances from March 31, 2025 to June 30, 2025.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Categories of Related Party Debt

(in thousands) March 2025 Unsecured SPA Notes Unsecured SPA Notes Notes Payable — China Notes Payable on Demand — China Convertible FFGP Note FFGP Note Other Notes Total

Balance as of March 31, 2025 (a) $ 143 $ 451 $ 4,215 $ 413 $ 250 $ 1,576 $ 75 $ 7,123

New Issuances (b) 1,212 — — — — — — 1,212

Repayment of Debt, including periodic interest on debt carried at fair value (c) — — — ( 165 ) ( 326 ) — ( 491 )

Conversion of Debt to Equity (d) ( 792 ) — — — — — — ( 792 )

Fair Value Adjustments of Debt (e) 449 — — — — — — 449

Reclassification of Debt Between Debt Categories (f) 451 ( 451 ) — — — — — —

Other Adjustments (g) — — 56 6 — — — 62

Balance as of June 30, 2025 (h) $ 1,463 $ — $ 4,271 $ 419 $ 85 $ 1,250 $ 75 $ 7,563

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

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

For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $ 1,515 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.

Line item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 109 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.

(h) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

Roll Forward of Related Party Debt by Transaction Type

The following table presents a roll forward of the Company’s notes payable balances from December 31, 2025 to March 31, 2026 with related parties.

The following table presents a roll forward of the Company’s notes payable balances from December 31, 2025 to June 30, 2026 with related parties.

4 unchanged sentences

Other Adjustments (c) 114 12 — 126

Balance as of March 31, 2026 (d) $ 3,682 $ 435 $ 75 $ 4,192

Balance as of June 30, 2026 (d) $ 3,685 $ 441 $ 75 $ 4,201

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

1 unchanged sentence

(c) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(d) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2026.

The following table presents a roll forward of the Company’s Related party notes payable balances from December 31, 2024 to March 31, 2025.

(d) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2026.

The following table presents a roll forward of the Company’s Related party notes payable balances from December 31, 2024 to June 30, 2025.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Categories of Related Party Debt

5 unchanged sentences

Fair Value Adjustments of Debt (e) 441 ( 656 ) — — — — — ( 215 )

Other Adjustments (f) — — ( 43 ) ( 4 ) — — — ( 47 )

Balance as of March 31, 2025 (g) $ 143 $ 451 $ 4,215 $ 413 $ 250 $ 1,576 $ 75 $ 7,123

Reclassification of Debt Between Debt Categories (f) 451 ( 451 ) — — — — — —

Other Adjustments (g) — — 13 2 — — — 15

Balance as of June 30, 2025 (h) $ 1,463 $ — $ 4,271 $ 419 $ 85 $ 1,250 $ 75 $ 7,563

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.

7 unchanged sentences

Line item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $ 184 thousand, which are separately identifiable from the fair value adjustments noted above

(f) Miscellaneous changes not captured in other columns, such as currency adjustments.

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

(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.

(h) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

Schedule of Principal Maturities of Related Party Notes Payable

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

The future scheduled principal maturities of Related party notes payable as of June 30, 2026, are as follows:

(in thousands)

11 unchanged sentences

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.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

In February 2025, MHL converted the outstanding debt with a principal balance of $ 1.5 million into 9,018 shares of Class A Common Stock, as adjusted for the Reverse Stock Split .

The conversion of the Unsecured Convertible Notes into Class A Common Stock resulted in a loss on extinguishment of $ 1.2 million which was recorded in Loss on settlement of related party notes payable in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

6 unchanged sentences

SPA Portfolio Notes include features such as a contingently exercisable put option, which meet the definition of an embedded derivative under applicable accounting standards.

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

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

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

There were no related party Unsecured Convertible Notes outstanding as of June 30, 2026 and December 31, 2025.

There was no activity related to the related party Unsecured Convertible Notes during the three and six months ended June 30, 2026.

During the three and six months ended June 30, 2025, the Company recognized a gain of zero and $ 0.7 million from the fair value remeasurement of Unsecured Convertible Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

2025 March Unsecured SPA Notes

2 unchanged sentences

Summary of Activity

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2025.

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

During the three months ended March 31, 2025, the Company received net cash proceeds of $ 0.4 million, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes to related party investors.

During the same period, the Company recognized an immaterial gain from the fair value remeasurement of Secured SPA Notes under ASC 825, which was recorded in Change in fair value of related party notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

There were no outstanding 2025 March Unsecured SPA Notes to related party investors as of June 30, 2026 or December 31, 2025.

There was no activity related to the related party 2025 March Unsecured SPA Notes during the three and six months ended June 30, 2026.

During the three and six months ended June 30, 2025, the Company received net cash proceeds of $ 2.7 million and $ 3.1 million, after original issue discounts, in exchange for the issuance of 2025 March Unsecured SPA Notes to related party investors.

During the same periods, the Company recognized a loss of $ 0.4 million and $ 0.4 million, respectively, from the fair value remeasurement of related party 2025 March 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 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Notes Payable — China

5 unchanged sentences

The agreements maintained an 18.0 % stated interest rate for the debt and established a payment plan for periodic principal payments, with a final payment due April 30, 2027.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

In March 2026, the Company entered into a second supplementary agreement with Chongqing to further restructure the remaining balance of approximately $ 3.7 million at the time of restructuring.

2 unchanged sentences

In the event of a payment default under the revised schedule, the agreement provides for liquidated damages at the prevailing one-year Loan Prime Rate on any unpaid amounts until paid in full.

As a result, d uring the three months ended March 31, 2026, the Company derecognized approximately $ 20.2 million of accrued interest and penalties previously recognized following the 2023 default and recorded a corresponding increase to additional paid-in capital, consistent with the related party guidance in ASC 470-50-40-2.

As a result, as of March 30, 2026 , the Company derecognized approximately $ 20.2 million of accrued interest and penalties previously recognized following the 2023 default and recorded a corresponding increase to additional paid-in capital, consistent with the related party guidance in ASC 470-50-40-2.

Following the March 2026 restructuring, the Notes Payable — China balance reflects only the remaining scheduled installment payments.

Summary of Activity

As of March 31, 2026, the principal value of this note payable was $ 3.7 million, compared to $ 3.8 million as of December 31, 2025.

As of March 31, 2026 and December 31, 2025, the Company had accrued but unpaid interest and penalties of zero and $ 19.9 million, respectively, recorded in Related party accrued interest on the Unaudited Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026, and 2025, the Company continued to make payments under the Supplemental Agreements described above, repaying $ 0.1 million and $ 0.1 million, respectively, of the restructured principal balance.

During the three months ended March 31, 2025, principal repayments resulted in a proportionate reduction of accrued interest and penalties owed to Chongqing, and the Company recognized a gain of $ 0.7 million in additional paid-in capital reflecting the related party nature of the transaction .

As of June 30, 2026, the principal value of this note payable was $ 3.7 million, compared to $ 3.8 million as of December 31, 2025.

As of June 30, 2026 and December 31, 2025, the Company had accrued but unpaid interest and penalties of zero and $ 19.9 million, respectively, recorded in Related party accrued interest on the Unaudited Condensed Consolidated Balance Sheets.

During the three months ended June 30, 2026, and 2025, the Company continued to make payments under the Supplemental Agreements described above, repaying $ 0.1 million and zero , respectively, of the restructured principal balance.

During the six months ended June 30, 2026 and 2025, the Company repaying $ 0.2 million and $ 0.1 million, respectively, of the restructured principal balance.

During the three and six months ended June 30, 2025, principal repayments resulted in a proportionate reduction of accrued interest and penalties owed to Chongqing, and the Company recognized a gain of zero and $ 0.7 million in additional paid-in capital reflecting the related party nature of the transaction .

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 March 31, 2026 and December 31, 2025, was $ 0.4 million and $ 0.4 million, respectively.

The outstanding balance as of June 30, 2026 and December 31, 2025, 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”, were due three months from their respective dates of issuance and accrued interest at either 4.27 % or 5.27 %.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement.

During the year ended December 31, 2025, the Company repaid 1.6 million.

The carrying values of the FFGP Note were zero as of March 31, 2026 and December 31, 2025.

During the three and six months ended June 30, 2025, the Company repaid $ 0.3 million and $ 0.3 million, respectively.

The carrying values of the FFGP Note were zero as of June 30, 2026 and December 31, 2025.

Convertible FFGP Note

3 unchanged sentences

FFGP fully waived its enforcement rights and remedies under the loan agreement with respect to the outstanding principal balance until final settlement.

During the year ended December 31, 2025, the Company repaid $ 0.3 million.

The carrying value of the Convertible FFGP Note was zero as of March 31, 2026 and December 31, 2025.

During the three and six months ended June 30, 2025, the Company repaid $ 0.2 million and $ 0.2 million, respectively.

The carrying value of the Convertible FFGP Note was zero as of June 30, 2026 and December 31, 2025.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Related Party Accounts Payable, Accrued Liabilities and Other Significant Transactions

2 unchanged sentences

FF Global Transactions and Consulting Services

FF Global Partners LLC (“FFGP”) is an affiliate of the Company’s founder and CEO, Mr.

FF Global Partners LLC (“FFGP”) is an affiliate of the Company’s founder and Global Chief Executive Officer, Mr.

Yueting Jia, and has historically exerted significant influence over the Company’s governance.

7 unchanged sentences

The agreement does not specify quantitative performance targets but allows the Board to consider overall contributions to business strategy, operational execution, and organizational planning.

For the three months ended March 31, 2026 , the Company paid approximately $ 0.7 million to FFGP.

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

For the three and six months ended June 30, 2026 , the Company paid approximately $ 0.6 million and $ 1.3 million to FFGP.

As of June 30, 2026 and December 31, 2025 the Company recorded a related party liability within accounts payable of $ 0.1 million and $ 0.1 million, respectively, related to consulting services provided by FFGP.

In early 2023, FFGP submitted a reimbursement request for approximately $ 6.5 million of legal expenses related to governance matters.

The Board did not approve the request, and accordingly no liability has been recorded.

The matter remains unresolved as of March 31, 2026.

The matter remains unresolved as of June 30, 2026.

The new consulting agreement did not modify, settle, or otherwise address this prior reimbursement claim.

1 unchanged sentence

The Company has recorded a related party payable to Leshi Information Technology Co., Ltd.

within Related party accrued expenses and other current liabilities in the amount of $ 8.8 million and $ 8.5 million, respectively as of March 31, 2026 and December 31, 2025, in connection with advertising services provided to the Company in prior years.

within Related party accrued expenses and other current liabilities in the amount of $ 9.1 million and $ 8.5 million, respectively as of June 30, 2026 and December 31, 2025, in connection with advertising services provided to the Company in prior years.

Leshi Information Technology Co., Ltd.

is affiliated with LeTV, a Shanghai Stock Exchange-listed public company founded and controlled by Mr.

Yueting Jia, the Company’s founder and CEO.

Activity related to this payable during the three months ended March 31, 2026 consisted of $ 0.1 million in accrued interest and penalties.

Yueting Jia, the Company’s founder and Global Chief Executive Officer.

Activity related to this payable during the six months ended June 30, 2026 consisted of $ 0.3 million in accrued interest and penalties.

The remaining change in the balance is attributable to foreign currency translation.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The Company has recorded a related-party payable to Lerongzhixin Electronic Technology (Tianjin) Co., Ltd.

(“Lerongzhixin”) within Related party accrued expenses and other current liabilities in the amount of $ 3.2 million and $ 3.1 million, respectively, as of March 31, 2026 and December 31, 2025, in connection with technology-transfer and R&D services provided to the Company’s subsidiary LeAutolink Intelligent Technology (Beijing) Co., Ltd.

(“Lerongzhixin”) within Related party accrued expenses and other current liabilities in the amount of $ 3.2 million and $ 3.1 million, respectively, as of June 30, 2026 and December 31, 2025, in connection with technology-transfer and R&D services provided to the Company’s subsidiary LeAutolink Intelligent Technology (Beijing) Co., Ltd.

(“LeAutolink”) under a Technology Transfer Agreement.

2 unchanged sentences

Yueting Jia and are therefore presented as related parties.

There was no activity related to this payable during the three months ended March 31, 2026, other than changes attributable to foreign currency translation.

There was no activity related to this payable during the six months ended June 30, 2026, other than changes attributable to foreign currency translation.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The Company entered into several related party transactions with Grow Fandor Inc.

7 unchanged sentences

In September 2024, the Company executed a promissory note with Grow Fandor in the principal amount of $ 75,000 .

This note has been classified as “Other Notes” in table above that the summarizes the related party note payable agreements as of March 31, 2026.

This note has been classified as “Other Notes” in table above that the summarizes the related party note payable agreements as of June 30, 2026.

• Share Donation:

12 unchanged sentences

In 2025, such license fee was settled in kind in exchange for marketing materials.

As of March 31, 2026 and December 31, 2025, the Company recorded a related party receivable of $ 0.3 million for the license fee due and a corresponding liability within accounts payable of $ 0.3 million, for the marketing materials received.

As of June 30, 2026 and December 31, 2025, the Company recorded a related party receivable of $ 0.3 million for the license fee due and a corresponding liability within accounts payable of $ 0.3 million, for the marketing materials received.

• Sub-lease Agreement:

2 unchanged sentences

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.

The premises were used for storage of apparel for e-commerce, office use, and video recording/streaming.

Grow Fandor has evacuated the premises as of December 31, 2025 and the Company is in negotiations to resolve the outstanding balance and formalize the termination terms.

X-Butler Transactions

For the three months ended March 31, 2026 , X-Butler, a related party because it is affiliated with Mr.

X-Butler, a related party because it is affiliated with Mr.

Yueting Jia, the Company’s founder and Global Chief Executive Officer, provided business development and event-related services to the Company and its executives, including services relating to corporate and investor events.

The Company paid $ 35 thousand to X-Butler for such services during the three months ended March 31, 2026 .

As of March 31, 2026 and December 31, 2025 , the Company recorded balances of approximately $ 0.2 million and $ 0.1 million, respectively, within Related party accrued expenses and other current liabilities.

The Company paid $ 83 thousand and $ 118 thousand to X-Butler for such services during the three and six months ended June 30, 2026 .

As of June 30, 2026 and December 31, 2025 , the Company recorded balances of approximately $ 0.1 million and $ 0.1 million , respectively, within Related party accrued expenses and other current liabilities.

Transactions with AIXC and Affiliates

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Management Consultant Arrangement

Yueting Jia provides management consulting services to AIXC.

The Company paid $ 0.4 million to Mr.

Jia for such services during the three months ended March 31, 2026.

As of March 31, 2026, the Company recorded a balance of approximately $ 0.3 million within related-party accrued expenses and other current liabilities.

The Company paid $ 0.3 million and $ 0.6 million for services rendered during the three and six months ended June 30, 2026.

As of June 30, 2026 and December 31, 2025 , the Company recorded balances of approximately $ 0.1 million and zero , respectively, related to this arrangement, respectively.

Related-Party Participation in AIXC financing

2 unchanged sentences

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.

Aggregate escrow receipts

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

from all investors totaled $ 40.7 million, including $ 30.0 million funded by the Company.

(See Note 3, Business Acquisition—Consolidation of AIXC .)

Related Party Sales

During the three and six months ended June 30, 2026, Yueting Jia, purchased robots from the Company under the Company’s employee purchase program at a 38 % discount from MSRP.

The aggregate sales price was approximately $ 0.1 million.

As of June 30, 2026 and December 31, 2025, the Company had related-party accounts receivable of approximately $ 0.1 million and zero , respectively.

Gold King Arthur Holding Limited Arrangement

2 unchanged sentences

The arrangement provided that AIXC would fund the investment principal and GKA would manage the investment and related activities in accordance with AIXC’s instructions.

Under the arrangement, GKA was entitled to receive a one-time management fee equal to 1 % of the investment principal funded by AIXC, which h ad not been paid as of March 31, 2026.

As of March 31, 2026 , AIXC had transferred $ 10.0 million to the Company in accordance with the arrangement;

however, the Company had not issued the underlying shares or other securities to GKA as of such date.

Accordingly, the transfer represented, in substance, a transfer of cash within the consolidated group pending issuance of the Company’s securities to GKA, and the related deposit balance recorded by AIXC was eliminated in consolidation.

No Company shares had been delivered to GKA as of March 31, 2026 , and GKA had not obtained shareholder rights with respect to such securities as of that date.

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

During the three months ended March 31, 2026, the Company paid $ 0.1 million to GKA for transaction expenses in connection with the SPA .

Subsequent to March 31, 2026, AIXC, GKA and GKA’s shareholder amended the entrusted investment arrangement, including to expand the scope of FFAI securities that may be acquired or held by GKA.

On April 10, 2026, the Company entered into a $ 2.0 million unsecured loan agreement with GKA, bearing interest at 10 % per annum and maturing one year from the advancement date, with a conversion right into securities of the Company.

On April 14, 2026, the Company and GKA amended and restated the previously disclosed securities purchase agreement to increase the total investment amount from $ 10.0 million to $ 12.0 million, consisting of Class A common stock and newly designated Series C Convertible Preferred Stock.

The Company received $ 12.0 million in gross proceeds before offering expenses before issuance of these unaudited condensed consolidated financial statements.

Under the arrangement, GKA was entitled to receive a one-time management fee equal to 1 % of the investment principal funded by AIXC, and a performance-based incentive equal to 10 % of net profits, after payment of unpaid management fees and return of AIXC’s investment principal.

On April 10, 2026, AIXC, GKA and GKA’s shareholder amended the entrusted investment arrangement to, among other matters, expand the scope of Company securities that GKA may acquire and hold to include preferred equity and debt instruments.

On the same date, AIXC provided an additional $ 2.0 million to GKA, which GKA lent to the Company pursuant to an unsecured loan agreement bearing interest at 10 % per annum and maturing one year from the funding date.

On April 14, 2026, the Company and GKA amended and restated the SPA to increase the aggregate subscription amount to approximately $ 12.0 million, consisting of $ 0.5 million of the Company’s Class A common stock and approximately $ 11.5 million of newly designated Series C Convertible Preferred Stock.

On April 15, 2026, the $ 2.0 million loan and approximately $ 2,000 of accrued interest were extinguished and applied toward the aggregate subscription amount.

At closing, the Company issued to GKA 12,821 shares of Class A common stock, 11,502 shares of Series C Convertible Preferred Stock and a warrant to purchase up to 6,667 shares of Class A common stock.

As of June 30, 2026, GKA held the Class A common stock and Series C Convertible Preferred Stock in a fiduciary capacity for the benefit of AIXC.

Because AIXC is a consolidated subsidiary of the Company and retains the beneficial and economic interest in such securities, the securities, having an aggregate cost of approximately $ 12.0 million, are presented as the contra-equity, netting of the Class A common stock, Series C Convertible Preferred Stock and additional paid-in capital in the Company’s Unaudited Condensed Consolidated Balance Sheets.

The securities are not subsequently remeasured at fair value and are not considered outstanding for consolidated financial reporting purposes.

Other Financing Liabilities

6 unchanged sentences

Summary of Collateralized Loan Activity

As of March 31, 2026 and December 31, 2025, the carrying value of the Collateralized Loan was $ 3.4 million and $ 3.6 million , respectively.

Of these amounts $ 1.0 million and $ 0.9 million , respectively, were included in Other financing liabilities,

As of June 30, 2026 and December 31, 2025, the carrying value of the Collateralized Loan was $ 3.2 million and $ 3.6 million , respectively.

Of these amounts $ 1.1 million and $ 0.9 million , respectively, were included in Other financing liabilities, current portion and $ 2.2 million and $ 2.7 million , respectively, were included in Other financing liabilities, long term portion in the Unaudited Condensed Consolidated Balance Sheets .

For the three and six months ended June 30, 2026 , the Company repaid $ 0.2 million and $ 0.5 million, respectively, of Collateralized Loan principal.

For the three and six months ended June 30, 2025, the Company repaid $ 0.2 million and $ 0.4 million, respectively, of Collateralized Loan principal.

Interest expense for the three and six months ended June 30, 2026 was $ 0.2 million and $ 0.5 million, respectively .

Interest expense for the three and six

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

current portion and $ 2.4 million and $ 2.7 million , respectively, were included in Other financing liabilities, long term portion in the Unaudited Condensed Consolidated Balance Sheets .

For the three months ended March 31, 2026 and 2025 , the Company repaid $ 0.2 million and $ 0.2 million, respectively, of Collateralized Loan principal.

Interest expense for the three months ended March 31, 2026 and 2025 was $ 0.2 million and $ 0.3 million, respectively .

months ended June 30, 2025 was $ 0.3 million and $ 0.6 million, respectively .

FF aiFactory California (“Hanford”) Financing Arrangement

17 unchanged sentences

The $ 2.0 million may be reduced by incremental actual costs incurred for the roof replacement and the remaining amount will be contingent on the Company funding up to 66.67 % of the other improvement costs.

As of March 31, 2026 and December 31, 2025, the Company had a building improvement balance of $ 12.0 million and $ 12.0 million, respectively, within Property, plant and equipment, net, reflecting amounts funded through the tenant improvement allowance.

As of June 30, 2026 and December 31, 2025, the Company had a building improvement balance of $ 12.0 million and $ 12.0 million, respectively, within Property, plant and equipment, net, reflecting amounts funded through the tenant improvement allowance.

The repayment of the tenant improvement allowance are included in the scheduled financing obligation payments.

For the quarters ended March 31, 2026 and 2025, the Company recorded interest expense of $ 0.8 million and $ 0.7 million, respectively.

The liability associated with these amounts is included in other financing liabilities, long term portion in the Unaudited Condensed Consolidated Balance Sheets.

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

For the three and six months ended June 30, 2026, the Company recorded interest expense of $ 2.3 million and $ 4.5 million, respectively.

The liability associated with these amounts is included in other financing liabilities, current portion and long term portion in the Unaudited Condensed Consolidated Balance Sheets.

For the three and six months ended June 30, 2025, the Company recorded interest expense of $ 2.0 million and $ 3.9 million, respectively.

The liability associated with these amounts is included in other financing liabilities, current portion and long term portion in the Unaudited Condensed Consolidated Balance Sheets.

The financial liability as of June 30, 2026 and December 31, 2025 was $ 46.4 million and $ 44.2 million, respectively.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The future scheduled principal maturities of financing obligations as of June 30, 2026 are as follows:

(in thousands)

17 unchanged sentences

The leases expire on various dates through 2032.

As part of the Company’s plan to expand its operations within the U.A.E., the Company signed a lease on May 01, 2025 with Ras Al Khaimah Economic Zone Authority (“RAKEZ”) to rent a warehouse with 10,000 square meters total rentable surface for 5 years and an annual lease payment of AED 3,800,000 .

As part of the Company’s plan to expand its operations within the U.A.E., the Company signed a lease on May 1, 2025 with Ras Al Khaimah Economic Zone Authority (“RAKEZ”) to rent a warehouse with approximately 10,000 square meters total rentable surface for 5 years and an annual lease payment of AED 3,800,000 .

Additionally, the Company has a $ 0.5 million deposit for a future lease expected to commence in 2026 with Master Investment Group (MIG).

MIG is also the holder of the July 2025 Unsecured Notes and the Junior Senior Secured Notes, which had a combined fair value of $ 1.9 million as of March 31, 2026.

MIG is also the holder of the July 2025 Unsecured Notes and the Junior Secured SPA Notes, which had a combined fair value of $ 1.9 million as of June 30, 2026.

On January 15, 2026, the Company commenced two office leases for Units 1301 and 1302 at Citadel Tower in Dubai, U.A.E.

In connection with the commencement of these leases, the Company recognized approximately $ 0.6 million of operating lease right-of-use assets and the related operating lease liabilities.

During the six months ended June 30, 2026, the Company recognized operating lease cost of $ 1.6 million and paid $ 3.5 million in cash for operating lease liabilities.

The Company obtained operating lease right-of-use assets of $ 11.5 million in exchange for new operating lease liabilities during the same period.

As of June 30, 2026, operating lease right-of-use assets were $ 14.8 million and operating lease liabilities were $ 13.2 million, of which $ 0.9 million was current and $ 12.4 million was non-current.

The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating leases were approximately 5.2 years and 11.8 %, respectively.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

On February 12, 2026, the Company executed a new lease agreement in El Segundo, California which will replace the Gardena lease.

1 unchanged sentence

The initial lease term is 72 months.

During the quarter ended March 31, 2026, the Company recorded $ 10.9 million in right-of-use asset related to this lease.

During the quarter ended June 30, 2026, the Company recorded $ 10.4 million in right-of-use asset related to this lease.

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 .

1 unchanged sentence

The monthly base rent is insignificant and is recorded as other income.

As of March 31, 2026, Grow Fandor has vacated the premises an d the Company is in negotiations to resolve the outstanding balance.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

As of June 30, 2026, Grow Fandor has vacated the premises an d the Company is in negotiations to resolve the outstanding balance.

Short Term Leases

As of March 31, 2026, the Company’s short-term leases consist mainly of offices in Beijing and Zhuhai, China.

As of June 30, 2026, the Company’s short-term leases consist mainly of offices in Beijing and Zhuhai, China.

Lease terms do not exceed twelve months.

4 unchanged sentences

Legal Proceedings Against the Company

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

Class and Derivative Actions

Faraday Future Intelligent Electric Inc.

f/k/a Property Solutions Acquisition Corp.

et al., Case No.

2:21-cv-009914 (U.S.

District Court – Central District of California).

On December 23, 2021, a putative class action lawsuit alleging violations of the Exchange Act was filed in the United States District Court, Central District of California, against the Company and its former Chief Executive Officer and Chief Financial Officer, and its then-Chief Product and User Ecosystem Officer (the Company’s current CEO;

On May 6, 2022, the appointed lead plaintiffs in the Zhou putative class action filed an amended complaint alleging violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act, Sections 11 and 15 of the Securities Act, and related “control” person claims for secondary liability under those statutes, seeking unspecified damages.

Following motion to dismiss briefing and the subsequent court-ordered dismissal of several of the plaintiffs’ claims, answers were filed and the parties agreed to participate in mediation.

On April 27, 2023, the court granted the parties’ joint motion for a temporary stay pending mediation.

The parties thereafter participated in a private mediation on June 29, 2023.

After further discussions and negotiations, the parties reached an agreement-in-principle to settle the Zhou putative class action.

Although denying all allegations, the Company nevertheless agreed to settle the Zhou putative class action for a non-reversionary cash payment of $ 7.5 million to be funded entirely by the Company’s insurers for the benefit of the settlement class, in exchange for the release of all claims that were or could have been asserted against the Company.

The court thereafter granted preliminary approval of the settlement on November 7, 2023, and scheduled a hearing for final approval of the settlement to take place on March 18, 2024.

On January 23, 2024, the ostensible lead plaintiff in the Consolidated Delaware Class Action discussed below, filed an Objection to final approval of the settlement (the “Objection”) to which the Company and the other defendants responded on March 11, 2024.

On March 18, 2024, the court overruled the Objection in its entirety and entered an Order finally approving the Zhou putative class action settlement.

Breitfeld et al.

2:22-cv-01570 (U.S.

District Court – Central District of California).

Zhou v Breitfeld et al.

2:22-cv-01852 (U.S.

District Court – Central District of California).

Breitfeld et al.

1:22-cv-00467 (U.S.

District Court – District of Delaware).

Breitfeld et al.

1:22-cv-00525 (U.S.

District Court – District of Delaware).

Breitfeld et al.

2023-0639-KSJM (Delaware Court of Chancery).

Ashkan Farazmand and Wangjun Zhou v.

Breitfeld, et al., Case No.

2023-1283 (Delaware Court of Chancery).

On March 8 (Farazmand) and March 21 (Zhou), 2022, putative stockholder derivative lawsuits were respectively filed in the United States District Court, Central District of California and were subsequently consolidated in an action entitled In re Faraday Future Intelligent Electric Inc.

2:22-cv-1570 (the “California Federal Derivative Action”).

The California Federal Derivative Action was stayed pending resolution of certain proceedings in the Zhou putative class action discussed above, which stay expired in February 2023.

Plaintiffs thereafter filed a verified consolidated amended complaint on June 2, 2023, in response to which the Company and the other defendants filed a motion to dismiss.

On January 22, 2024, the court granted in part, and denied in part, the motion to dismiss with leave to amend.

On February 6, 2024, the parties filed a stipulation to stay the California Federal Derivative Action pending mediation that was entered by the court on February 12, 2024.

As of June 30, 2026 and December 31, 2025 , the Company had accrued legal conting encies of $ 2.1 million a nd $ 3.2 million, respectively, recorded within Accrued expenses and other current liabilities and Accounts payable for potential financial exposure related to ongoing legal matters, primarily related to breach of contracts and employment matters, which are deemed both probable of loss and reasonably estimable.

In May 2023, the Company received correspondence from Edscha Gestamp alleging that the Company breached its payment plan for outstanding invoices after sending two payments, one for $ 0.2 million and one for $ 0.3 million, demanding full payment for the remaining $ 1.3 million.

Based on the current status of the proceedings, management believes a loss is probable and has recorded an accrual for the estimated loss in the accompanying financial statements.

In accordance with ASC 450-20-50, the Company has not disclosed the amount of the accrual or an estimate of the range of possible loss, as management believes such disclosure could be prejudicial to the Company's position in the ongoing litigation.

The Company will continue to monitor developments in this matter and will provide additional disclosure if and when it is no longer prejudicial to do so, or if there is a material change in facts and circumstances.

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.

A s of June 30, 2026, the remaining outstanding balance is $ 0.9 million .

On March 27 and March 29, 2024, Jose Guerrero and Victoria Xie, the Company’s former Senior Director of Sales and Aftersales, and Go-to-Market Project Manager and Launch Manager, respectively, filed wrongful termination lawsuits against Faraday&Future Inc.

and certain of its officers in Superior Court of California, County of Los Angeles, each of which seeks compensatory, general, and special damages in an amount not less than $ 1.0 million .

On April 19, 2024, another former employee, Karimul Khan, submitted a request for arbitration against the same group of defendants without quantifying the alleged damages sought.

Based on the evidence produced thus far, the Company believes it is too early to evaluate the potential outcome for the Guerrero and Xie matters.

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.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

On April 11 (Moubarak) and April 25 (Wang), 2022, putative stockholder derivative lawsuits were respectively filed in the United States Delaware District Court (collectively, the “Delaware Federal Derivative Actions”).

On February 6, 2023, the Delaware Derivative Actions were stayed pending resolution of the pending proceedings in the Zhou putative class action.

On June 21 (Wallace) and December 22 (Farazmand), 2023, putative derivative lawsuits were respectively filed in the Delaware Court of Chancery (collectively, the “Delaware State Derivative Actions”).

The parties stipulated to a stay of the Wallace action which was entered by the court on December 29, 2023.

Each of the foregoing derivative lawsuits purported to assert claims on behalf of the Company against certain of the Company’s current and former officers and directors for alleged violations of the Exchange Act or for various common law claims based upon those officers’ and directors’ alleged breaches of their purported fiduciary duties owed to the Company and/or for their alleged aiding and abetting of those purported breaches, resulting in unspecified damages to the Company.

The complaints were generally premised upon many of the same underlying allegations made in the Zhou putative class action.

The parties to the foregoing derivative lawsuits participated in a mediation on May 13, 2024, following which they reached a settlement in principle.

On July 19, 2024, the parties entered into a Stipulation and Agreement of Settlement that was filed in the California Federal Derivative Action, which incorporated all of the foregoing derivative lawsuits respectively filed in California and Delaware.

On September 3, 2024, the California Federal Derivative Action Court entered an order preliminarily approving the Stipulation and Agreement of Settlement (the “Preliminary Approval Order”) and provided for notice of the same to be made to Current Stockholders.

On October 30, 2024, the California Federal Derivative Action Court approved the Settlement Agreement, resolving all of the foregoing derivative lawsuits.

Following the approval of the Settlement Agreement, the California Federal Derivative Action was dismissed on October 30, 2024 and the Delaware Federal Derivative Actions were dismissed on November 15, 2024 (Wang) and November 19, 2024 (Moubarak).

On December 31, 2024, the parties in the Farazmand filed a stipulation of dismissal which was subsequently entered by the court.

The Consolidated Delaware Class Action

On June 14, 2022, a verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, its former Global CEO and CFO, and its then-Chief Product and User Ecosystem Officer, who currently serves as the Company’s CEO, alleging breaches of fiduciary duties (the “Yun Class Action”).

On September 21, 2022, a second verified stockholder class action complaint was filed in the Delaware Court of Chancery against, among others, the Company, the Company’s then-serving CEOs and independent directors of PSAC, and certain third-party advisors to PSAC, alleging breaches of fiduciary duties, among other things (the “Cleveland Class Action”).

The Yun Class Action and Cleveland Class Action subsequently were consolidated (the “Consolidated Delaware Class Action”).

On May 24, 2024, the defendants in the Consolidated Delaware Class Action filed a motion for summary judgment based upon a court-approved settlement agreement in the Zhou putative class action in California on the grounds that, among other things, the releases in the Zhou settlement barred the claims in the Consolidated Delaware Class Action.

On February 10, 2025, the Delaware Court of Chancery granted summary judgment and dismissed the Consolidated Delaware Class Action in its entirety, with prejudice.

On January 9, 2025, Quectel Wireless Solutions filed a lawsuit against Faraday&Future Inc.

in Superior Court of California, County of Los Angeles, alleging damages of $ 0.2 million.

The Company is defending the suit and trial is scheduled for September 2026.

Based on the current status of the proceedings, management believes a loss is probable and has recorded an accrual for the estimated loss in the accompanying 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 have settled their dispute for $ 0.4 million in April 2025.

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.

The parties have entered into a settlement agreement in December 2025 for $ 1.6 million, which was satisfied through cash and shares of Class A Common Stock during the first quarter of 2026.

In July 2026, Costamp filed a new lawsuit against the Company for breach of the settlement agreement, alleging that the Company failed to deliver the shares agreed upon under the agreement and failing to make the June 2026 cash payment.

Costamp is seeking approximately $ 1.4 million.

On January 5, 2026, I-Tech USA filed a lawsuit against the Company in Superior Court of California, County of Los Angeles, alleging damages totaling $ 0.2 million.

Based on the current status of the proceedings, management believes a loss is probable and has recorded an accrual for the estimated loss in the accompanying financial statements.

JVIS-USA, LLC v.

Faraday & Future, Inc., 26-001689-CB.

On April 15, 2026, JVIS-USA, LLC filed suit in the Circuit Court of the County of Macomb County, Michigan.

The complaint alleges claims for breach of contract, unjust enrichment, fraudulent misrepresentation, and declaratory judgment.

According to the complaint, Plaintiff seeks damages of at least $ 1.1 million.

Plaintiff’s claims for damages arise from alleged unpaid fees incurred for storage of tooling that the Company had allegedly promised to pay.

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.

Legal Proceedings Initiated by the Company

1 unchanged sentence

The exposure involves previously recorded deposits and tooling equipment, which have since become subject to legal contingency considerations due to the supplier’s insolvency.

The Company initially recorded $ 1.93 million in deposits and $ 12.9 million in tooling equipment in connection with its contractual relationship with a primary supplier.

These amounts were originally recognized as a deposit paid for goods and services and tooling received, respectively, and continue to be reflected in their originally recorded accounts on the Unaudited Condensed Consolidated Balance Sheets.

However, following the primary 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.

On March 6, 2025, Faraday&Future Inc.

(“Faraday”) filed a demand for arbitration against Tesca USA, Inc.

and Tesca ABC, LLC alleging the breach of an Engineering Services Agreement (“ESA”) between Tesca USA and Faraday&Future Inc.

According to a Verified Petition Regarding Assignment for the Benefit of Creditors filed in May 2024, Tesca USA assigned all its assets to Tesca ABC.

Faraday had 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;

however, after reviewing documents received during arbitration, counsel for the Company did not find evidence of transfers of funds/resources from Tesca USA to other Tesca entities after said funds/resources were received from Faraday.

The Company does not anticipate being able to recover funds from Tesca and is no longer pursuing the matter.

The Company does not expect any further financial loss related to tooling.

3 unchanged sentences

Once in place, these agreements are expected to provide the Company with continued access to the tooling without additional financial exposure.

Legal Action Against Tesca USA and Tesca ABC

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

On March 6, 2025, Faraday&Future Inc.

(“Faraday” or the “Company”) filed a demand for arbitration against Tesca USA, Inc.

and Tesca ABC, LLC alleging the breach of an Engineering Services Agreement (“ESA”) between Tesca USA and Faraday&Future Inc., under which Tesca USA was obligated to produce certain items related to automobile seating assembly and frame production.

Pursuant to the ESA, Faraday paid Tesca USA approximately $ 36.0 million for certain parts, tooling, engineering design and development, and other items.

According to a Verified Petition Regarding Assignment for the Benefit of Creditors filed in May 2024, Tesca USA, after failing to deliver any of these products or services to Faraday, assigned all its assets to Tesca ABC, a Delaware series limited liability company.

At a creditors' meeting in late March 2026, the court-appointed administrator informed the creditors and their representatives that it anticipates a dividend of between 1 % and 2.5 % of the submitted claims.

This would amount to a sum of approximately CHF 5,800 to CHF 14,000 in Faraday's case (assuming Faraday’s claims are deemed admissible, which the administrator will determine in the quarter ending June 30, 2026), which does not substantially exceed the legal fees that would need to be incurred by the Company to recover such an amount.

Because it does not appear to be financially worthwhile to pursue the matter actively, the Company is no longer pursuing this claim.

Other Legal Matters

On January 31, 2023, Raymond Handling Solutions, Inc.

(“Raymond”), an equipment supplier, filed an action alleging that the Company breached its contract with Raymond and refused to pay for warehouse racking equipment.

Raymond requested a judgment in its favor in the amount of $ 1.1 million .

On April 15, 2024, the Company and Raymond executed a Settlement Agreement under which Raymond released all claims in exchange for the return of the racking equipment.

In July 2021, the Company and Palantir entered into a Master Subscription Agreement (“MSA”) setting forth the terms of the Palantir platform hosting arrangement which was expected to be used as a central operating system for data and analytics.

On April 26, 2023, the Company received a letter from Palantir Technologies Inc.

(“Palantir”) providing a notice of dispute alleging that the Company had not paid outstanding invoices totaling $ 12.3 million .

On July 7, 2023, Palantir filed a Demand for Arbitration against the Company with Judicial Arbitration and Mediation Services, Inc., regarding the parties’ dispute under the MSA in which it alleged that the amount in controversy was $ 41.5 million .

On August 4, 2023, the Company submitted its response to Palantir’s arbitration demand, which response included both affirmative defenses and a general denial of all allegations of Palantir’s arbitration demand.

On March 11, 2024, the Company and Palantir executed a Settlement and Release Agreement terminating the MSA and resolving all of the parties’ disputes in exchange for the Company’s agreement to pay Palantir $ 5.0 million , with a liquidated damages clause of $ 0.3 million for late payments.

This settlement includes mutual waivers and releases of claims to avoid future disputes.

On August 9, 2024, the Company and Palantir entered into an amendment to the Settlement and Release Agreement pursuant to which, in lieu of paying the remaining $ 4.8 million due under the settlement agreement in cash, the parties agreed that the Company would issue, and Palantir would accept, $ 2.4 million of Class A Common Stock by August 9, 2024, and $ 2.4 million in Class A Common Stock by October 1, 2024.

The August 9, 2024 issuance totaled approximately 11.1 million shares of Common Stock.

The Company further agreed to register the shares under the Securities Act for resale by Palantir.

The Company performed its obligations under the settlement agreement and Palantir filed a dismissal fully and finally resolving the matter.

On May 2, 2023, the Company received a notice of Commencement of Arbitration by Envisage Group Developments Inc.

USA (“Envisage”) for unpaid invoices relating to professional engineering services and for design and manufacture of a Master Buck cube seeking alleged damages of $ 1.1 million .

At the arbitration hearing, the Company disputed the adequacy of Envisage’s documentation for professional services and contended that no contract exists for Master Buck due to unfulfilled payment conditions.

The Company further challenged Envisage’s unilateral alteration of payment terms.

In June 2024, the arbitrator issued an award to Envisage totaling $ 1.1 million .

Envisage subsequently filed a motion for attorneys’ fees and costs.

Envisage was ultimately awarded a total of $ 1.4 million .

The parties have reached an agreement to settle their dispute for $ 0.8 million .

The Company performed its obligations under the settlement agreement and Envisage filed a dismissal fully and finally resolving the matter.

On June 13, 2023, L & W LLC (“Autokiniton”), a provider of tooling for use in the automotive industry, filed an action in State of Michigan 3rd Judicial Circuit County of Wayne Court alleging the Company breached its contract with Autokiniton and refused to fulfill its obligations under the applicable Purchase Order.

Autokiniton requested a judgment in the amount of at least $ 8.1 million .

In discovery, the Company conceded that $ 4.6 million was due and owing under the Purchase Order.

In July 2024, the parties subsequently filed a stipulated order and judgment totaling $ 8.1 million , plus statutory interest, which was entered by the court.

The parties are engaged in discussions regarding this matter.

In December 2024, the parties reached an agreement to settle their dispute for $ 3.7 million .

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

LLC, Canvas Property Group, LLC, Juliet Technologies, LLC, and the Company, alleging that the defendants engaged in various scheming practices that discriminatorily impacted the plaintiffs and other class members The court granted the Company’s Motion to Dismiss on January 12, 2024, and dismissed the case on January 18, 2024.

The plaintiffs filed an appeal on February 12, 2024 as to the dismissal orders, which appeal subsequently was dismissed due to the plaintiffs’ failure to timely file their appellate briefs.

Plaintiffs have a year to file a motion to vacate the dismissal based upon a showing good cause, Plaintiff Hof filed a motion to seal the record and expressed the Plaintiffs’ desire to cease litigating the matter further.

On December 8, 2023, 10701 Idaho Owner, LLC (“Landlord”) notified the Company of rental defaults amounting to $ 0.6 million for the months of October to December 2023 and demanded a 5 % late fee and 18 % annual interest on allegedly overdue amounts.

The parties thereafter entered into a First Amendment to the Lease Agreement dated October 19, 2023 to address the Company’s total rent default of $ 1.1 million , including a $ 0.1 million , partial payment made on January 26, 2024, and additional late fees and charges of $ 0.2 million .

The amendment established a repayment plan requiring the Company to pay $ 1.2 million from February 26 to March 31, 2024, and to either replenish or provide a new $ 0.6 million Letter of Credit.

On March 26, 2024, the Landlord served the Company with a Notice to Pay or Quit, demanding payment of $ 1.0 million within five business days.

On April 10, 2024, the Company made a $ 0.2 million payment to Landlord in exchange for Landlord deferring further action.

On February 14, 2024, Rexford Industrial - 18455 Figueroa, LLC (“Rexford”) filed a Complaint for Unlawful Detainer against Faraday SPE, LLC in the Superior Court of California, County of Los Angeles.

The complaint asserted that the Company has failed to pay outstanding rent in the amount of $ 0.9 million , and sought recovery of reasonable attorney’s fees and damages.

This action was based on an alleged breach of a Lease Agreement dated March 8, 2019, for the premises located at 18455 S.

Figueroa Street, Gardena, California, and wherein Rexford is requesting forfeiture of the lease.

On April 10, 2024, the court issued a Notice of Dismissal, dismissing the Complaint without prejudice.

In February 2024, the Company initiated a lawsuit against Draexlmaier Automotive Technologies of America LLC (“Draexlmaier”) for breach of contract, seeking $ 3.2 million in damages plus legal costs incurred.

The dispute involves two Purchase Orders placed by the Company with Draexlmaier in September 2021 for the development and tooling of FF 91 vehicle consoles.

The parties’ agreement included a clause allowing Faraday to terminate the Purchase Orders at any time, with the understanding that Draexlmaier would promptly refund any advanced payments for undelivered items or unperformed work.

Faraday met its financial obligations under the agreement and in March 2022, terminated the agreement prior to the start of tooling fabrication and requested a refund of $ 3.2 million for the undelivered work, which Draexlmaier refund failed to remit.

Faraday thereafter issued a final demand for this refund in August 2023, and subsequently initiated its lawsuit against Draexlmaier.

In May 2024, Draexlmaier filed an Answer and Counterclaim alleging fraudulent inducement, breach of contract, violations of South Carolina’s Unfair Trade Practices Act, and unjust enrichment, and seeking $ 5.0 million in damages for breach of contract, as well as unspecified actual, consequential, punitive, and treble damages, and attorneys’ fees and costs.

The Company disputes Draexlmaier’s claims and stated its intention to vigorously defend the action.

In June 2025, the court granted each party’s motions to dismiss with respect to the other party’s unjust enrichment claim, but otherwise denied both motions.

On February 9, 2026, the parties attended a mediation in Greenville, South Carolina, which ultimately led to a settlement agreement on April 7, 2026, for $ 0.5 million.

On March 25, 2024, Cooper Standard GmbH (“Cooper Standard”) filed a lawsuit against Faraday&Future Inc.

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 .

and certain of its officers in Superior Court of California, County of Los Angeles, each of which seeks compensatory, general, and special damages in an amount not less than $ 1.0 million .

On April 19, 2024, another former employee, Karimul Khan, submitted a request for arbitration against the same group of defendants without quantifying the alleged damages sought.

Based on the evidence produced thus far in the Khan matter, the Company believes it is more likely than not to prevail in the Khan matter.

Given the early stages of the other legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

On August 9, 2024, Jeffrey D.

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

In May 2024, Draexlmaier

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The plaintiff is demanding inspection to allegedly value his shares of the Company.

In March 2025, plaintiff agreed to dismiss the lawsuit without prejudice and a stipulation to dismiss was filed and granted.

Given the early stages of the proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

In March 2025, BXP filed a lawsuit against the Company, alleging unpaid rent and a balance of approximately $ 1.0 million under a lease agreement signed with the Company.

The parties agreed to settle their dispute for $ 0.4 million.

In May 2025, Costamp Group, as assignee of Vantage Cast Europe, s.r.l.

(“Vantage”), filed a lawsuit against the Company, alleging the non-payment of the estimated sum of € 2.8 million.

Plaintiff alleges that in or about March 2022, Faraday contracted with Vantage to supply automotive component parts pursuant to Faraday's unique specifications.

In or about May 2022, Vantage, in reliance on the contract with Faraday, contracted with Costamp Group (a subsidiary of Plaintiff) to supply automotive component parts to Vantage.

The claim alleges that Vantage and Costamp Group fully complied with their obligations in manufacturing automotive component parts pursuant to Faraday's specifications and that Vantage sent Faraday invoices and Faraday accepted and paid for its initial orders, but has since refused to accept delivery of the specially manufactured automotive components.

The parties have settled their dispute for $ 1.6 million.

In April 2026, JVIS-USA, LLC filed a lawsuit against the Company, alleging the non-payment of the estimated sum of $ 1.1 million.

Plaintiff alleges that the Company contracted with Plaintiff to produce tooling and provide goods and services.

Upon conclusion of the parties’ business relationship, Plaintiff alleges that the Company agreed to pay monthly storage fees to hold the tooling until the Company arranged for its disposition at a set storage rate for certain months in 2025.

Once a portion of the tooling was removed, Plaintiff alleges that the parties agreed upon a reduced storage rate beginning in July 2025.

Plaintiff alleges that the Company has not paid all of the storage fees due and owing and has not removed certain tooling items at Plaintiff’s facilities.

Given the early stages of the proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss.

filed an Answer and Counterclaim alleging fraudulent inducement, breach of contract, violations of South Carolina’s Unfair Trade Practices Act, and unjust enrichment, and seeking $ 5.0 million in damages for breach of contract, as well as unspecified actual, consequential, punitive, and treble damages, and attorneys’ fees and costs.

The parties mediated the dispute in February 2026 and reached an agreement to settle the dispute in April 2026 in favor of Faraday for $ 0.5 million.

Other Legal Matters

Dispute with Noteholders

9 unchanged sentences

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.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Stockholders’ Equity

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

March 31, 2026

June 30, 2026

Shares Issued Shares

1 unchanged sentence

Series B Preferred Stock 12,000,000 4,948,854

Series C Preferred Stock 11,502 11,502 (1)

Class A Common Stock 448,384,199 2,401,275 (2)

Class B Common Stock 4,429,688 45

336,372,704 288,544,740

(1) As of June 30, 2026, all 11,502 issued shares of Series C Preferred Stock were held for the benefit of AIXC, a consolidated subsidiary, and are accounted for as the contra-equity, Series C Convertible Preferred Stock and additional paid-in capital in the Company’s consolidated financial statements.

Accordingly, no shares of Series C Preferred Stock were outstanding for consolidated financial reporting purposes as of June 30, 2026.

(2) As of June 30, 2026, 2,401,275 Class A Common Stock was issued and 2,388,454 Class A Common Stock was outstanding for consolidated financial reporting purposes.

Difference between the issued and outstanding shares was in relation to the Class A Common Stock held for the benefit of AIXC.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

December 31, 2025

4 unchanged sentences

Class B Common Stock 4,429,688 45

250,401,985 206,322,155

Amendments to the Company’s Certificate of Incorporation

4 unchanged sentences

provided that any issuance of preferred stock with more than one vote per share will require the prior approval of the holders of a majority of the outstanding shares of Class B Common Stock.

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

At the annual meeting of the Company’s stockholders held on July 31, 2024, the Company’s stockholders approved an increase in the authorized shares of Common Stock from 11,582,813 to 104,245,313 , increasing the total number of authorized shares of the Common Stock and preferred stock from 12,582,813 to 114,245,313 .

On August 1, 2024, the Company filed an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, with the office of the Secretary of State of the State of Delaware (the “Delaware SOS”) to effect such increase.

Also at the annual meeting of the Company’s stockholders held on July 31, 2024, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to effect the reverse stock split of the outstanding Common Stock by a ratio of between 1-for-2 and 1-for-40, with such ratio to be determined in the discretion of the Board and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the annual meeting, and a corresponding reduction in the total number of shares of Common Stock the Company is authorized to issue.

The Board subsequently approved the implementation of the 1-for-40 stock split ratio (the “Third Reverse Stock Split”), and the Company filed an amendment (the “Fourth Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Delaware SOS to effect the Third Reverse Stock Split and to set the number of authorized shares of Common Stock to 104,245,313 .

Pursuant to the Fourth Certificate of Amendment, effective after market close on August 16, 2024 (the “Effective Time”), every 40 shares of the issued and outstanding Common Stock were automatically converted into one share of Common Stock, without any change in par value per share, and the number of authorized shares of Common Stock were reduced to 104,245,313 .

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The Class B Common Stock also received a new CUSIP number (307359 877).

The Company’s Public Warrants continued to trade on The Nasdaq Capital Market under the symbol “FFIEW,” with the CUSIP number unchanged.

However, under the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable upon exercise of each warrant was proportionately decreased, and the exercise price adjusted.

Accordingly, for the Company’s warrants trading under the symbol “FFIEW,” every 40 warrants became exercisable for one share of Class A Common Stock at an exercise price of $ 110,400.00 per share of Class A Common Stock.

At the Effective Time, the number of shares of Common Stock reserved for issuance under the 2021 SI Plan (as defined below), the Company’s Smart King Ltd.

Equity Incentive Plan, and the Company’s Smart King Ltd.

Special Talent Incentive Plan (collectively, the “Plans”), as well as the number of shares subject to the then-outstanding awards under each of the Plans, were proportionately adjusted, using the 1-for-40 ratio, rounded down to the nearest whole share.

In addition, the exercise price of the then-outstanding options under each of the Plans was proportionately adjusted, using the 1-for-40 ratio, rounded up to the nearest whole cent.

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

Change in Trading Symbols (March 2025)

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

Increase in Authorized Shares (March 2025)

At the special meeting of the Company’s stockholders held on March 7, 2025, the Company’s stockholders approved an increase in the authorized shares of Common Stock from 104,245,313 to 129,245,313 , increasing the total number of authorized shares of the Common Stock and preferred stock from 114,245,313 to 139,245,313 .

On March 10, 2025, the Company filed a Fifth Certificate of Amendment (the “Fifth Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Delaware SOS to effect such increase.

Increase in Authorized Shares (May 2025)

8 unchanged sentences

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

Preferred Stock

Increase in Authorized Shares (May 2026)

On May 27, 2026, the Company filed a Tenth Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect (i) an increase in the number of authorized shares of common stock, par value $ 0.0001 per share, from 312,285,439 shares to 452,813,887 shares, and (ii) an increase in the number of authorized shares of preferred stock, par value $ 0.0001 per share, from 24,087,265 shares to 34,926,534 shares, increasing the total number of authorized shares of Common Stock and Preferred Stock from 336,372,704 shares to 487,740,421 shares.

Reverse Stock Split (July 2026)

On July 23, 2026, the Company filed the Twelfth Amendment to its Third Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a reverse stock split of its Class A

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

common stock and Class B common stock, each par value $ 0.0001 per share (collectively, the "Common Stock"), at a ratio of 1-for-150.

Eastern Time on July 24, 2026 (the "Effective Time"), every 150 issued and outstanding shares of Common Stock were automatically combined and converted into one share of Common Stock of the same class, without any change in par value per share.

No fractional shares were issued;

each stockholder otherwise entitled to a fractional share received one whole share in lieu thereof.

The number of authorized shares of Common Stock remained unchanged.

The Company’s Class A Common Stock began trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on July 24, 2026 under the symbol “FFAI” with a new CUSIP number (307359 869).

All share and per-share amounts in the accompanying Unaudited Condensed Consolidated Financial Statements and related notes have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.

Proportionate adjustments were also made to the number of shares reserved for issuance and subject to outstanding awards under the Company's equity incentive plans (see Note 14, Stock-Based Compensation), and 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, together with the related exercise and conversion prices.

The conversion price of the Company's Series C Convertible Preferred Stock was proportionately adjusted for the Reverse Stock Split.

the number of shares of Series C Convertible Preferred Stock issued was not affected.

The Company's Public Warrants and Private Warrants, which were outstanding as of June 30, 2026 and are reflected on a split-adjusted basis in the periods presented, expired in accordance with their terms on July 21, 2026, prior to the Effective Time.

Preferred Stock

Series A Preferred Stock

On January 28, 2025, in connection with a purchase agreement entered into with Mr.

Aydt, the Company’s then Global Co-CEO, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A COD”) with the Delaware SOS.

Aydt, the Company’s then Global Chief Executive Officer, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A COD”) with the Delaware SOS.

The Series A COD designated one share of the Company’s Preferred Stock as Series A preferred stock, par value $ 0.0001 per share (the “Series A Preferred”) and established the preferences, rights and limitations thereof.

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On April 17, 2025, in connection with a purchase agreement entered into with Mr.

Aydt, the Company’s then Global Co-CEO, the Company filed the Series A COD with the Delaware SOS.

Aydt, the Company’s then Global Chief Executive Officer, the Company filed the Series A COD with the Delaware SOS.

The Series A COD designated one share of the Company’s Preferred Stock, par value $ 0.0001 per share and established the preferences, rights and limitations thereof.

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The Certificate of Elimination cancelled the previous designation of one share of FFAI Series A Preferred Stock from the Charter.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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 .

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

The Series B COD authorized 9,000,000 shares of the Company’s preferred stock

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The Series B COD authorized 9,000,000 shares of the 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.

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The qualifications, restrictions, and limitations relating to the Series B Preferred Stock remain unchanged.

During the three months ended March 31, 2026 — there were no shares of Series B Preferred Stock issued in connection with 2025 March Unsecured SPA Notes and 2025 July Unsecured SPA Notes.

During the same period 1,056,382 shares were cancelled upon conversion of 2025 March Unsecured SPA Notes with an aggregate principal amount of $ 10.1 million .

During the six months ended June 30, 2026 — there were no shares of Series B Preferred Stock issued in connection with 2025 March Unsecured SPA Notes and 2025 July Unsecured SPA Notes.

During the same period 2,235,906 shares were cancelled upon conversion of 2025 March Unsecured SPA Notes and 2025 July Unsecured SPA Notes with an aggregate principal amount of $ 24.5 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.

Series C Preferred Stock

On April 15, 2026, in connection with the amended and restated securities purchase agreement with Gold King Arthur Holding Limited, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C COD”) with the Delaware SOS.

The Series C COD authorized 11,502 shares of the Company’s preferred stock as Series C Convertible Preferred Stock, par value $ 0.0001 per share (the “Series C Preferred Stock”), and established the preferences, rights, and limitations thereof.

Each share of Series C Preferred Stock has a stated value of $ 1,000 and is convertible, at the option of the holder, into shares of the Company’s Class A Common Stock at an initial conversion price of $ 39.00 per share,as adjusted for the Reverse Stock Split, subject to adjustment and the limitations set forth in the Series C COD, including limitations relating to exchange cap requirements, beneficial ownership and the availability of authorized and unreserved shares.

The number of shares of Class

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

A Common Stock issuable upon conversion of each share of Series C Preferred Stock is determined by dividing the stated value by the conversion price then in effect.

In addition, the holder may elect to convert at an alternate conversion price equal to the lower of (i) the conversion price then in effect and (ii) the greater of a floor price of $ 19.50 , as adjusted for the Reverse Stock Split, and 100 % of the closing price of the Class A Common Stock on the trading day immediately preceding the conversion.

The conversion price is also subject to full-ratchet anti-dilution adjustment upon certain issuances of Class A Common Stock or common stock equivalents below the conversion price then in effect, and the holder may elect to substitute the price of certain variable-priced securities issued by the Company for the conversion price.

The Series C COD provides that, upon an alternate conversion, if the number of shares of Class A Common Stock deliverable is limited by the floor price, the Company is required to pay the holder a cash amount determined by reference to the shortfall.

If the Company does not have a sufficient number of authorized, unissued and unreserved shares of Class A Common Stock available to effect a conversion, such conversion may not be effected.

The Series C Preferred Stock ranks senior to the Company’s common stock and other junior stock, on parity with the Company’s Series B Preferred Stock,and junior to any senior preferred stock, in each case with respect to distributions upon a liquidation, dissolution or winding up of the Company.

Upon a liquidation, dissolution or winding up of the Company, each share of Series C Preferred Stock is entitled to receive in cash, in preference to junior stock and pari passu with parity stock, the greater of (i) 125 % of the Conversion Amount and (ii) the amount such holder would receive had the share been converted into Class A Common Stock immediately prior to the liquidation event.

Except as otherwise required by law, the holders of Series C Preferred Stock vote together with the holders of Class A Common Stock as a single class on an as-converted basis, subject to the beneficial ownership and exchange cap limitations set forth in the Series C COD.

The Series C Preferred Stock is not entitled to a stated dividend.

The holders are, however, entitled to participate in dividends and other distributions made to holders of Class A Common Stock, and in certain purchase rights granted to holders of Class A Common Stock, on an as-converted basis.

The Series C Preferred Stock is not mandatorily redeemable, has no fixed or determinable redemption date, and is not redeemable at the option of the holder.

The Company may, at its option, redeem all (but not less than all) of the outstanding shares of Series C Preferred Stock in cash at a redemption price equal to the greater of (i) 110 % of the Conversion Amount and (ii) an amount determined by reference to the greatest closing sale price of the Class A Common Stock over a specified measurement period.

Neither the Company nor any successor entity is required to redeem, repurchase or pay cash with respect to the Series C Preferred Stock in connection with a fundamental transaction or change of control, except pursuant to the holder's conversion rights;

any redemption occurs solely at the Company's election.

On April 15, 2026, the Company issued 11,502 shares of Series C Preferred Stock to Gold King Arthur Holding Limited pursuant to the Securities Purchase Agreement, dated January 30, 2026, as amended on April 15, 2026.

During the three and six months ended June 30, 2026, the Company issued 11,502 shares of Series C Preferred Stock.

As of June 30, 2026, 11,502 shares of Series C Preferred Stock remained issued with an aggregate stated value of $ 11.5 million, but no shares outstanding for consolidated financial-reporting purposes as of either date.

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.

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Class A Common Stock does not have the right to convert into Class B Common Stock.

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

FFAI Warrants

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Number of Warrants Exercise Price Expiration Date

be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them.

FFAI Warrants

The number of shares of Class A Common Stock issuable upon exercise of the Company’s outstanding warrants as of June 30, 2026 was as follows:

Shares of Class A Common Stock Issuable Upon Exercise Exercise Price Expiration Date

Public Warrants⁽¹⁾

17 $ 16,560,000.00 July 21, 2026

Private Warrants⁽¹⁾

1 $ 16,560,000.00 July 21, 2026

Ares Warrants⁽¹⁾

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SPA Warrants⁽¹⁾

5,415 (a) $ 0.24 or(b) $ 1.16 or (c) $ 8,568.00

Various through March 2, 2033

53 $ 32.01 or $ 58.23

Various through April 14, 2033

Junior SPA Warrants⁽¹⁾

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2025 March Unsecured SPA Warrants (2)

9,047,744 (a) $ 1.05 or (b) $ 1.46

Various through March 31, 2031

46,659 $ 219.60

Various through June 30, 2031

2025 July Unsecured SPA Warrants⁽¹⁾

27,621 $ 157.20 August 22, 2030

Public Warrants⁽¹⁾

2,453 $ 110,400.00 July 21, 2026

Private Warrants⁽¹⁾

12 $ 110,400.00 July 21, 2026

1 Classified as equity.

2 Of the total 2025 March Unsecured SPA Warrants, 6,998,564 warrants were liability classified, pending formal closing and are measured at fair value.

2 Classified as liability.

See Note 15 — Fair Value of Financial Instruments.

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

Number of Warrants Exercise Price Expiration Date

The number of shares of Class A Common Stock issuable upon exercise of the Company’s outstanding warrants as of December 31, 2025 was as follows:

Shares of Class A Common Stock Issuable Upon Exercise Exercise Price Expiration Date

Public Warrants (1)

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1 Classified as equity.

2 Of the total 2025 March Unsecured SPA Warrants, 3,129,648 warrants were liability classified, pending formal closing and are measured at fair value.

2 Of the total 34,526 shares of Class A Common Stock issuable upon exercise of the 2025 March Unsecured SPA Warrants, approximately, 20,864 warrants were liability classified, pending formal closing and are measured at fair value.

See Note 15 — Fair Value of Financial Instruments.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Ratchet Anti-dilution Price Protection

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

During the three months ended March 31, 2026, conversions of certain convertible notes constituted Dilutive Issuances under the anti-dilution provisions of the Company’s outstanding SPA Portfolio warrants.

As a result, the exercise prices of Junior Secured, 2024 Unsecured and 2025 March Unsecured SPA warrants were reduced to their respective minimum exercise price floors of $ 1.02 or $ 1.05 per share.

During the three and six months ended June 30, 2026, conversions of certain convertible notes constituted Dilutive Issuances under the anti-dilution provisions of the Company’s outstanding SPA Portfolio warrants.

As a result, the exercise prices of Junior Secured and 2024 Unsecured and 2025 March Unsecured SPA warrants were reduced to their respective minimum exercise price floors of $ 152.61 and $ 157.20 , per share, as adjusted for the Reverse Stock Split.

The exercise price of the equity-classified March 2025 Unsecured SPA warrants was similarly reduced to its minimum exercise price floor of $ 157.20 per share, as adjusted for the Reverse Stock Split, during the period;

such warrants are no longer outstanding as of June 30, 2026.

The liability-classified March 2025 Unsecured SPA warrants were not subject to anti-dilution adjustment and retain their original exercise price of $ 219.60 per share;

as adjusted for the reverse Stock Split, these warrants remained outstanding as of June 30, 2026.

The SPA Warrants do not contain a minimum exercise price floor.

During the three months ended March 31, 2026, conversions of certain convertible notes at prices below the then-current exercise prices constituted dilutive issuances under the anti-dilution provisions of these warrants.

As a result, the exercise prices of warrants issued prior to the instruments whose conversions constituted a dilutive issuance were reduced to $ 0.24 per share, while warrants issued thereafter were not subject to adjustment.

The July 2025 Unsecured SPA warrants were not affected, as the triggering conversions are excluded from the anti-dilution provisions under the terms of those warrants.

During the three and six months ended June 30, 2026, conversions of certain convertible notes at prices below the then-current exercise prices constituted dilutive issuances under the anti-dilution provisions of these warrants.

As a result, the exercise prices of warrants issued prior to the instruments whose conversions constituted a dilutive issuance were reduced to $ 32.01 or $ 58.23 per share, as adjusted for the Reverse Stock Split, while warrants issued thereafter were not subject to this adjustment.

On May 15, 2026, the Company issued the 2026 May Convertible SPA Notes with a conversion price of $ 58.23 , as adjusted for the Reverse Stock Split.

The issuance constituted a dilutive issuance under the anti-dilution provisions of certain outstanding warrants and triggered full ratchet anti-dilution adjustments for instruments with then-existing exercise prices above the effective conversion price of the 2026 May Convertible SPA Notes .As a result, the exercise price of the SPA Warrants, which were not yet subject to the adjustment and 2025 July Unsecured SPA warrants was adjusted to $ 58.23 and Ares warrants to $ 152.42 , each as adjusted for the Reverse Stock Split.

The Company accounted for the reductions in exercise price of equity classified warrant instruments as a deemed dividend (the “Deemed Dividend”).

The total value of the Deemed Dividend to warrant holders during the three and six months ended June 30, 2026 was $ 0.1 million and $ 0.2 million, respectively.

The Deemed Dividend was measured as the increase in fair value of the Ares warrant and equity classified SPA Portfolio Note warrants immediately after the triggering events compared to their fair value immediately before such events.

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.

During three and six months ended June 30, 2026, certain holders voluntarily cancelled 35,731 warrants, as adjusted for the Reverse Stock Split, issued in connection with the Company’s SPA financings.

Because the cancelled warrants were classified within stockholders' equity, the cancellations did not result in the recognition of any gain, loss, or other adjustment in the condensed consolidated financial statements.

AIXC Warrants

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Stock as of March 31, 2026 was as follows:

Number of Warrants Exercise Price Expiration Date

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2 Liability classified and are measured at fair value.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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Certain AIXC warrants contain full-ratchet anti-dilution price protection that requires the exercise price to be adjusted if AIXC sells shares of common stock below the current exercise price.

Liability-classified AIXC warrants are measured at fair value on a recurring basis, with changes in fair value recognized in other income (expense) in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Liability-classified AIXC warrants are measured at fair value on a recurring basis, with changes in fair value recognized in change in fair value of notes payable, warrant liabilities, and derivative in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

These warrants were initially recognized at their respective fair values on the date the Company obtained control of AIXC, and any gains or losses related to changes in fair value prior to that date were recorded in AIXC’s standalone statements of operations.

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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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

relative priority of instruments, including any legally enforceable share reservation provisions.

Contracts reclassified to derivative liabilities are recognized at fair value, with changes in fair value recognized in earnings, until the conditions giving rise to such derivative liability classification are resolved or the Company has sufficient authorized and unissued shares to settle such contracts in shares.

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Stock-Based Compensation

Equity Incentive Plans

In July 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”).

The 2021 Plan allows the Board to grant up to 35 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.

The number of shares of Class

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

A Common Stock available under the 2021 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2024, and continuing until (and including) the calendar year ending December 31, 2031.

Annual increases are equal to the lesser of (i) 5 percent of the number of shares of Class A Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board.

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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 14,709 shares, subject to proportionate adjustment for stock splits and similar events as provided in the 2021 Plan.

At the stockholder’s meeting held September 19, 2025, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2021 Stock Incentive Plan in order to increase the number of shares of FFAI Class A Common Stock available for issuance under the 2021 Plan by an additional 9.5 million shares.

The intent of this increase is to bring authorized shares under the 2021 Plan close to industry level.

As of March 31, 2026, and 2025 the Company had 260,112 and 535,027 shares of Class A Common Stock, respectively, available for future issuance under the 2021 SI Plan.

Option Awards

As of March 31, 2026, there were no unrecognized stock-based compensation expense for stock options granted under the 2021 Plan.

Most options granted under the 2021 Plan vest over a four-year period and are contingent upon the grantee’s continued service.

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

Restricted Stock Units

As of March 31, 2026, total unrecognized stock-based compensation expense for RSUs granted under the 2021 Plan was less than $ 0.1 million .

Most RSUs granted under the 2021 Plan vest over a four-year period and are contingent upon the grantee’s continued service, except for RSUs granted to members of the Board of Directors, which generally vest over an approximately one-year period.

As of June 30, 2026, and 2025, the Company had 1,739 and 3,567 shares of Class A Common Stock, respectively, available for future issuance under the 2021 SI Plan.

On February 1, 2018, the Board adopted the Equity Incentive Plan (“EI Plan”), under which the Board authorized the grant of up to 30 incentive and nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors and non-employees.

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

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

As of June 30, 2026, there was no unrecognized stock-based compensation expense for stock options granted under the EI Plan.

On May 2, 2019, the Company adopted its Special Talent Incentive Plan (“STI Plan”) under which the Board may grant up to 10 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.

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The Company no longer issues equity awards under this plan.

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

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

As of June 30, 2026, there was no unrecognized stock-based compensation expense for stock options granted under the STI Plan.

Stock-Based Compensation Awards

2021 Plan - Option Awards

As of June 30, 2026, there was no unrecognized stock-based compensation expense for stock options granted under the 2021 Plan.

Most options granted under the 2021 Plan vest over a four-year period and are contingent upon the grantee’s continued service.

There were no options granted under the 2021 Plan during the three and six months ended June 30, 2026.

2021 Plan - Restricted Stock Units and Performance Stock Units

As of June 30, 2026, total unrecognized stock-based compensation expense for RSUs granted under the 2021 Plan was less than $ 0.1 million.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Executive Equity Awards

On May 5, 2026, the Board approved compensation arrangements with Yueting Jia, the Company’s Global Chief Executive Officer, and Jiawei (Jerry) Wang, the Company’s Global Executive Chairman, providing for time-based restricted stock unit (“RSU”) awards with stated values of $ 5.9 million and $ 1.5 million, respectively, and performance stock unit (“PSU”) awards with target values of $ 5.9 million and $ 1.5 million, respectively.

The RSUs vest in four equal annual installments, subject to continued employment through each applicable vesting dat e.

Although the Board approved the compensation arrangements on May 5, 2026, the RSU grants remained subject to subsequent approval by the Board or a committee thereof, including confirmation that sufficient shares were available under the 2021 Plan.

As of June 30, 2026, such approval had not occurred and, accordingly, a grant date had not been established for the RSU.

The PSUs are subject to the achievement of performance criteria to be established by the Board or a committee thereof.

As of June 30, 2026, the applicable performance criteria had not been approved and the parties had not reached a mutual understanding of the key terms and conditions of the awards.

In addition, the PSU grants remained subject to subsequent approval by the Board or a committee thereof, including confirmation that sufficient shares were available under the 2021 Plan.

Accordingly, a grant date had not been established for the PSUs as of June 30, 2026.

Equity Awards Outside of Company’s Equity Incentive Plans (Market-Based 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.

Jia currently serves as the Company’s CEO.

In connection with his service, Mr.

(Currently, Mr.

Jia serves as the Company’s Global Chief Executive Officer.) 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.

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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.

For every $ 750.00 increase, as retrospectively adjusted for the Reverse Stock Split, 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.

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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.

Jia is eligible to receive additional RSUs for each $ 3000.00 increase, as retrospectively adjusted for the Reverse Stock Split, 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.

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There is no expiration date associated with achievement of the award.

The award qualifies for equity accounting pursuant to the provisions of ASC 718, however, since the Company has insufficient authorized but unissued shares the award is presented as a liability within Accrued Expenses and Other Current Liabilities in the Unaudited Condensed Consolidated Balance Sheet for the period ended March 31, 2026.

The fair value of Mr.

Jia’s award at grant date was $ 10.3 million with an estimated total derived service period of 7.61 years, with expected milestone achievement dates between 2029 and 2032.

As of March 31, 2026 the fair value of Mr.

As of June 30, 2026 the fair value of Mr.

Jia’s award is $ 9.6 million with a remaining derived service period of 6.47 years.

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Jia’s market-based awards, which are in addition to his annual equity plan, at the inception of the arrangement.

The compensation expense recognized in the three months ended March 31, 2026, was a reversal of accrual of $ 0.7 million due to a decline in the fair value of the awards liability.

The compensation expense recognized in the three months ended March 31, 2025 was nil .

The compensation expense recognized in the three and six months ended June 30, 2026, was $ 0.4 million and a reversal of previously recognized compensation expense of $ 0.3 million due to a decline in the fair value of the award liability.

The compensation expense recognized in the three and six months ended June 30, 2025 was $ 0.7 million and $ 0.7 million.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Stock-based compensation expense

S tock-based compensation expense

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

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Sales and marketing — 19 12 41

General and administrative ( 837 ) (a) 10

General and administrative 480 808 ( 357 ) 819

$ 473 $ 893 $ ( 329 ) $ 1,195

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The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices for identical instruments in active markets.

As of March 31, 2026 and December 31, 2025 the Company had cash equivalent balances of $ 5.9 million and $ 16.0 million, respectively.

As of June 30, 2026 and December 31, 2025 the Company had cash equivalent balances of $ 0.2 million and $ 16.0 million, respectively.

Digital Assets

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

As of March 31, 2026 and December 31, 2025, the Company had digital asset balances of $ 6.2 million and $ 10.3 million, respectively.

As of June 30, 2026 and December 31, 2025, the Company had digital asset balances of $ 5.2 million and $ 10.3 million, respectively.

Notes Payable & Related Party Notes Payable

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Specifically, the SPA Portfolio Notes or notes convertible into SPA Portfolio Notes as they contain embedded liquidation premiums with conversion rights that represent embedded derivatives (see Note 8, Notes Payable and Note 9, Related Party Transactions ).

The Company uses a binomial lattice model and discounted cash flow methodology to value the notes carried at fair value.

The Company uses a binomial lattice model, a Monte Carlo simulation, 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.

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Market-based Awards

Effective April 23, 2025, in connection with his appointment as Global Co-CEO (who is the Company’s current CEO), the Company entered into an offer letter with Yueting Jia that includes a market-based equity award, as further described in Note 14, Stock-Based Compensation .

The award is contingent upon the achievement of specified stock price and market capitalization milestones and was granted outside of the Company’s existing equity incentive plans.

Effective April 23, 2025, in connection with his appointment as the then Global Co-Chief Executive Officer, the Company entered into an offer letter with Yueting Jia that provided for a market-based equity award, as further described in Note 14, Stock-Based Compensation .

Jia currently serves as the Company’s Chief Executive Officer.

The award is contingent upon the achievement of specified stock price and market capitalization milestones and was granted outside the Company’s existing equity incentive plans.

The Company concluded that the award qualifies for equity classification under ASC 718.

However, because the Company does not currently have a sufficient number of authorized but unissued shares the award is classified as liability within Accrued Expenses and Other Current Liabilities in the Unaudited Condensed Consolidated Balance Sheet for the period ended March 31, 2026 .

Shares based compensation expense is recorded in General and administrative expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

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Significant assumptions used in the valuation included a stock price of $ 34.58 , an effective date market capitalization of $ 76.4 million, a risk-free rate of 4.43 %, a selected equity volatility of 85.0 %, and an estimated contractual term of ten years .

The remaining total derived service period for the award is 6.83 years, with expected milestone achievement dates between 2029 and 2033.

Market-based Awards liabilities are classified within Level 3 valuations of the fair value hierarchy.

The remaining total derived service period for the award is 6.47 years, with expected milestone

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

achievement dates between 2029 and 2032.

Market-based Awards liabilities are classified within Level 3 valuations of the fair value hierarchy.

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.

The closing price of the Company’s Class A Common Stock was $ 450.00 , as retrospectively adjusted for the Reverse Stock Split, 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.

The closing price of the Company’s Class A Common Stock was $ 153.00 , as retrospectively adjusted for the Reverse Stock Split, 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.

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The awards vest upon the earlier of the next annual meeting of stockholders following the grant date or April 15, 2026, subject to the director’s continued service through the applicable vesting date and stock based compensation expense is recorded in General and administrative expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the three months ended June 30, 2026, the RSU awards granted to three non-employee directors vested and were settled in shares on April 15, 2026.

The aggregate settlement-date fair value of the awards was $ 134,118 , and the related liability was reclassified to Additional paid-in capital upon settlement.

Accordingly, no related liability remained outstanding as of June 30, 2026.

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

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The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy:

March 31, 2026

June 30, 2026

(in thousands) Level 1 Level 2 Level 3

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YT's Market-based Awards $ — $ — $ 2,031

Director Awards $ 111 $ — $ —

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

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

There were no transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the three months ended March 31, 2026, and 2025.

There were no transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the three and six months ended June 30, 2026, and 2025.

The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, accounts payable, accrued liabilities and notes payable, other than the SPA Portfolio Notes and the 2025 Convertible Note - AIXC, approximate fair value because of their short-term nature or contractually defined value.

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Conversions of notes to Class A Common Stock — — ( 39,958 ) —

Balance as of March 31, 2026

Balance as of June 30, 2026

$ 768 $ 5,794 $ 95,507 $ 2,031

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These costs are separately identifiable from the fair value adjustments described above and are not included in the Additions of Notes Payable This information is presented to facilitate reconciliation to the related amounts reported in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

4 As discussed in Note 14, Stock-Based Compensation, the issuance date fair value of the Market-based award is $ 10.3 million and as of March 31, 2026 the fair value of the Market-based award was $ 10.0 million.

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 June 30, 2026 the fair value of the Market-based award was $ 9.6 million.

Amounts displayed here represent vesting for the award based on the issuance date fair value and the subsequent remeasurement of amounts vested.

Net Loss per Share

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Net Loss Per Share Attributable to Common Stockholders

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except share and per share amounts) 2026 2025 2026 2025

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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:

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Three Months Ended March 31,

As of June 30,

Shares issuable upon conversion of SPA Portfolio Notes 1,672,590 242,888

Shares issuable upon conversion of Unsecured Convertible Notes 205,321 358

Shares issuable upon redemption of redeemable Notes and accrued and make-whole interest

Shares issuable upon exercise of equity classified SPA Portfolio Note warrants 50,344 —

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3,485,685 659,409

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Segment Information

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Gross profit is not used as the primary measure of segment profit or loss for AIEV or AIXC.

The following table presents revenues, expenditures and loss from operations data of the Company and its reportable segments for the three and six months ended June 30, 2026, and 2025.

In 2025, the Company operated as a single segment (AIEV).

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

(in thousands) AIEV Robotics (1)

AIXC Consolidated Consolidated

Revenue $ ( 17 ) $ 853 $ — $ 836 $ 54

Cost of revenues 10,894 644 — 11,538 26,912

Gross (loss) profit ( 10,911 ) 209 — ( 10,702 ) ( 26,858 )

Operating expenses

Research and development 4,137 — 6 4,143 5,004

Sales and marketing 1,974 — 86 2,060 1,873

General and administrative 11,437 — 2,868 14,305 14,097

Loss on disposal of property, plant, and equipment ( 12 ) — — ( 12 ) 276

Asset impairment on long-lived assets — — — — —

Impairment of intangible assets, including goodwill 3,629 — — 3,629 —

Credit loss expense - short-term note receivable — — — — —

Total operating expenses 21,165 — 2,960 24,125 21,250

(Loss) income from operations $ ( 32,076 ) $ 209 $ ( 2,960 ) $ ( 34,827 ) $ ( 48,108 )

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The following table presents revenues, expenditures and loss from operations data of the Company and its reportable segments for the three months ended March 31, 2026, and 2025.

In 2025, the Company operated as a single segment (AIEV).

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

(in thousands) AIEV Robotics (1)

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Inter-segment transactions are eliminated in consolidation.

During the three months ended March 31, 2026, inter-segment activity between AIEV and AIXC totaled approximately $ 0.5 million and primarily related to transition services provided under a transition services agreement.

During the three and six months ended June 30, 2026, inter-segment activity between AIEV and AIXC totaled approximately $ 0.1 million and $ 0.6 million and primarily related to transition services provided under a transition services agreement.

These amounts were eliminated in consolidation and did not impact consolidated loss from operations.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Additional segment disclosures are as follows:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

(in thousands) AIEV Robotics AIXC Consolidated Consolidated

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$ — $ — $ ( 984 ) $ ( 984 ) $ —

March 31, 2026 As of

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

(in thousands) AIEV Robotics AIXC Consolidated Consolidated

Depreciation and amortization $ 16,106 $ — $ — $ 16,106 $ 37,308

Interest expense $ ( 4,826 ) $ — $ — $ ( 4,826 ) $ ( 3,114 )

Net loss on digital assets $ — $ — $ ( 2,930 ) $ ( 2,930 ) $ —

June 30, 2026 As of

December 31, 2025

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

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Subsequent SPA Portfolio Notes Activity

Subsequent to March 31, 2026, the Company received gross proceeds in connection with issuance of SPA Portfolio Notes to third parties totaling $ 1.5 million, with maturity period of five or six years and 10.00 % or 15.00 % interest.

Subsequent to June 30, 2026, the Company received gross proceeds in connection with issuance of SPA Portfolio Notes to third parties totaling $ 3.4 million, with maturity period of five or six years and 10.00 % or 15.00 % interest.

Principal and accrued interest are convertible at the option of the holder into Common Stock of the Company at a conversion price per share equal to the lower of a) stated conversion price or b) lowest VWAP of the five trading days immediately prior to the day on which lender provides conversion notice or 90 % of the previous trading day VWAP.

Additionally, $ 8.2 million of principal and $ 1.4 million of interest of the Company’s SPA Portfolio Notes were converted into 1,103,738 shares of the Company’s Class A Common Stock.

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

On April 14, 2026, the Company amended and restated its previously disclosed securities purchase agreement with Gold King Arthur Holding Limited, a third-party investor designated by AIXC.

The amendment increased the total investment amount from $ 10.0 million to approximately $ 12.0 million, consisting of Class A common stock and newly designated Series C Convertible Preferred Stock, and replaced the prior true-up provision with a fixed warrant arrangement tied to the Company’s future FX Super One delivery milestone.

In connection with the amended arrangement, the Company’s previously disclosed $ 2.0 million unsecured loan from Gold King Arthur Holding Limited, together with related accrued interest, was satisfied through cancellation and extinguishment as part of the amended and restated securities purchase agreement .

Series A Preferred Stock Issuance

On April 15, 2026, the Company issued one share of newly designated Series A Preferred Stock to Matthias Aydt for a purchase price of $ 100 .

The Series A Preferred Stock is entitled to vote only on proposals relating to an increase in authorized common stock and a reverse stock split, with votes required to be cast in the same proportion as votes cast by holders of the Company’s common stock, subject to specified conditions.

Board Resignations and Appointments

On April 14, 2026, Matthias Aydt resigned from the Company’s Board of Directors for personal reasons and informed the Board of his intention to resign as Global Co-Chief Executive Officer at such time as the Board deems fit.

On April 16, 2026, Jie (Jay) Sheng and Chui Tin Mok resigned from the Board, and the Company appointed Jiawei (Jerry) Wang, Xiao (Lucky) Jiang and Kevin Chen to the Board.

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

Streeterville Notes Financing

On April 17, 2026, the Company entered into a notes purchase agreement with Streeterville Capital, LLC, pursuant to which the Company issued promissory notes for an aggregate purchase price of $ 45.0 million.

The financing consisted of a Promissory Note A-1 with an original principal amount of approximately $ 15.8 million and a Secured Promissory Note B with an original principal amount of $ 30.0 million.

The A-1 Note bears interest at 9.0 % per annum, matures 24 months after the purchase price date, includes an original issue discount and transaction expense amount, and provides the lender with certain monthly redemption rights beginning in October 2026, subject to the terms of the note.

The B Note bears interest at 3.5 % per annum, matures 24 months after the purchase price date, is secured by a deposit account control agreement and related collateral arrangements, and may be exchanged into additional A Notes under specified conditions.

The financing included related collateral, guaranty and security arrangements, including a deposit account control agreement and pledge of the Company’s membership interests in its wholly-owned subsidiary FFAI Holdings, LLC.

The Company’s obligations under the notes are guaranteed by certain subsidiaries, and the B Note is further supported by the pledge of the Company’s membership interests in FFAI Holdings, LLC.

Supplemental Agreement to Engineering Services Agreement

On April 30, 2026, GlobeX AI Hong Kong Holding Limited, a special purpose entity controlled by the Company, entered into a supplemental agreement to a previously executed engineering services agreement with its previously announced bridge strategy partner.

Under the supplemental agreement, the Company plans to upgrade the FX Super One to an 800V architecture or accelerate the AIHER project, while pausing the original Super One 400V cooperation project.

The advance research and development fee remains due and payable, while subsequent remaining balances and development, testing and engineering services are paused.

At-the-Market Equity Offering Program

Subsequent to June 30, 2026, the Company's at-the-market offering program became effective, under which the Company may sell, from time to time, shares of Class A Common Stock through a sales agent.

Since commencing the sales under the program the Company sold 163,174 shares of Class A Common Stock for gross proceeds of approximately $ 1.0 million.

Amended and Restated July 2025 Securities Purchase Agreement

On July 9, 2026, the Company amended and restated its Securities Purchase Agreement, dated July 14, 2025 (the “2025 July Unsecured SPA”).

The amendment and restatement (i) divides the subsequent closing into eight separate closings, with each closing occurring within three business days after the Company receives at least $ 5.0 million in additional note commitments following the prior closing;

(ii) eliminates the Company’s obligation to issue Common Warrants in connection with notes issued in subsequent closings to all purchasers other than one specified purchaser;

and (iii) removes the Company’s obligation to register the resale of securities issued pursuant to the agreement.

The amendment did not modify the aggregate principal amount of notes to be issued or the purchasers’ aggregate note commitments, or the maturity, interest rate, or conversion terms of the notes, including the conversion price and conversion mechanics.

Faraday Future Intelligent Electric Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Chief Executive Officer Transition

On May 5, 2026, the Board of Directors accepted the resignation of Matthias Aydt from his position as Global co-CEO.

With the resignation of Mr.

Aydt, the Board of Directors acknowledged Mr.

Yueting Jia as the sole Global CEO (“CEO”) of the Company.

Reverse Stock Splits

On July 24, 2026, the Company effected a 1-for-150 reverse stock split of its Class A and Class B common stock.

The effects of the reverse stock split have been retroactively reflected in the accompanying Unaudited Condensed Consolidated Financial Statements and related notes for all periods presented.

See Note 2, Liquidity and Capital Resources and Going Concern , and Note 13, Stockholders’ Equity , for further detail.

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-Q

Item 1. Financial Statements