FARADAY FUTURE INTELLIGENT ELECTRIC INC.

For the period ended Feb 13, 2026. Filed Jan 9, 2026.

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Feb 13, 2026 · Filed Jan 9, 2026

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FFAI$0.30-7.2%Stored close · as of Nov 6, 2026

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DEF 14A 1 ea0272166-def14a_faraday.htm DEFINITIVE PROXY STATEMENT

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

**FARADAY FUTURE INTELLIGENT ELECTRIC INC.

**(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

**18455 S. Figueroa Street

Gardena, California 90248

**NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ONFebruary 13, 2026

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders (including any adjournment, postponement or rescheduling thereof, the “Special Meeting”) of Faraday Future Intelligent Electric Inc., a Delaware corporation (“FF” or the “Company”), which will be held on February 13, 2026 at 9:00 a.m. Pacific Time. The Special Meeting will be held in a virtual meeting format only, via live audio webcast. Stockholders will not be able to attend the Special Meeting in person. To attend the Special Meeting, please visitwww.virtualshareholdermeeting.com/FFAI2026SM. The live audio webcast will begin promptly at 9:00 a.m. Pacific Time, with online access beginning at 8:45 a.m. Pacific Time. If you plan to attend the Special Meeting, please refer to the attendance and registration information in the accompanying proxy statement (the “Proxy Statement”).

The Special Meeting will be held for the purpose of voting upon the following proposals (each of which is a “Proposal” and, together, the “Proposals”):

To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to increase the number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.0001 per share (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Common Stock”), by 79,814,454, from 232,470,985 to 312,285,439 (representing an increase of approximately 34%), and increase the number of authorized shares of the Company’s Preferred Stock, by 6,156,265 shares, from 17,931,000 to 24,087,265, so that the total number of authorized shares of the Company’s Common Stock and Preferred Stock will be increased from 250,401,985 shares to 336,372,704 shares (the “Share Authorization Proposal”).

2.	To approve an amendment to the Company’s Charter to change the Company’s name from Faraday Future Intelligent Electric Inc. to Faraday Future AI Electric Vehicle Inc. (the “Name Change Proposal”).

To approve one or more adjournments of the Special Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Special Meeting to approve one or more Proposals at the time of such adjournment or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal”).

Other business will be transacted as may properly come before the Special Meeting.

Each Proposal is more fully described in the Proxy Statement accompanying this notice.THE BOARD RECOMMENDS VOTING “FOR” EACH OF THE PROPOSALS.

This Notice of Special Meeting, the accompanying Proxy Statement and the form of proxy are first being mailed on or about January 8, 2026 to stockholders of record as of December 23, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Special Meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. WE ENCOURAGE YOU TO READ THE PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTE INSTRUCTIONS AS SOON AS POSSIBLE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY BE ASSURED.

You may cast your vote over the Internet, by telephone or by completing and mailing the enclosed proxy card by following the instructions on the proxy card. Signing and returning the proxy card or submitting your proxy by Internet or telephone in advance of the Special Meeting will not prevent you from voting at the Special Meeting if you attend virtually, but will assure that your vote is counted if you are unable to attend the Special Meeting. Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Special Meeting, regardless of whether you plan to attend the Special Meeting.

If you have any questions or need assistance voting, please contact our proxy solicitor:

Georgeson LLC

51 West 52 nd Street, 6 th Floor

New York, NY 10019

Phone: 1-866-295-8105 (toll-free within the United States) or 1-781-575-2137 (outside of the United States)

Email: Faraday@georgeson.com

This 8 th day of January, 2026.

By Order of the Board of Directors

/s/ Matthias Aydt

Matthias Aydt Global Co-Chief Executive Officer Gardena, California

Proxy Statement

TABLE OF CONTENTS

	Page
INTRODUCTION	1
INFORMATION ABOUT THE SPECIAL MEETING	2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	10
PROPOSAL 1: APPROVAL OF THE SHARE AUTHORIZATION PROPOSAL	12
PROPOSAL 2: APPROVAL OF THE NAME CHANGE PROPOSAL	13
PROPOSAL 3: APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES	14
STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING	15
OTHER MATTERS	16
Annex A	A-1
ANNEX B	B-1

**18455 S. Figueroa Street

Gardena, California 90248

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 13, 2026

PROXY STATEMENT

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