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FARADAY FUTURE INTELLIGENT ELECTRIC INC.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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FY2025 · Filed Mar 31, 2026

FFAI$0.28-8.9%Stored close · as of Nov 9, 2026

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Contents

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined under Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of the Company’s management, including the Company’s Global Co-CEO Matthias Aydt and CFO, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, due to the material weaknesses described below, the Company concluded that the system of internal control over financial reporting was not effective.

For the year ended December 31, 2024 (“FY24”) the Company identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses are as follows:

The Company did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, the Company lacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately. Additionally, management did not establish formal reporting lines in pursuit of its objectives. Further, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of its financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in its finance and accounting functions.

The Company did not design and maintain effective controls in response to the risks of material misstatement. Specifically, changes to existing controls or the implementation of new controls were not sufficient to respond to changes to the risks of material misstatement to financial reporting, due to growth in the business.

The Company did not design and maintain effective controls for communicating and sharing information between the legal, capital markets, and accounting and finance departments. Specifically, the accounting and finance departments were not consistently provided the complete and adequate support, documentation, and information including the nature of relationships with certain counterparties to record transactions within the financial statements timely, completely and accurately.

The Company did not design and maintain effective controls to address the identification of and accounting for certain non-routine, unusual or complex transactions, including the proper application of generally accepted accounting principles to such transactions. Specifically, the Company did not design and maintain controls to timely identify and account for convertible notes under the fair value option, warrant liabilities, embedded derivatives related to convertible notes, impute interest on related party notes payable with interest rates below market rates, account for failed sale leaseback transactions, and account for warrant instruments.

The Company did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the period-end financial reporting process addressing areas including financial statement and footnote presentation and disclosures, account reconciliations and journal entries, including segregation of duties, assessing the reliability of reports and spreadsheets used in controls, and the timely identification and accounting for cut-off of expenditures.

The Company did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of its financial statements, specifically, with respect to (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel; and (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored. These IT deficiencies did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could result in material misstatements potentially impacting all financial statement accounts and disclosures.

The Company did not maintain an effective control environment or demonstrate a commitment to maintain integrity and ethical values. Specifically, members of management failed to reinforce the need for compliance and internal control awareness with certain of the Company’s governance, accounting and finance policies and procedures. This resulted in inaccurate and incomplete disclosures of certain relationships, arrangements, and transactions.

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

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

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

Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting

The Company has made substantial progress in remediating the previously identified material weaknesses in internal control over financial reporting. During 2025, management designed and implemented internal controls remediating eight of the nine material weaknesses. Management will continue to evaluate the effectiveness of recently implemented controls in Q1 2026. The remaining material weakness related to the development and formalization of accounting policies and procedures is still in progress. In the interim, the Company has implemented compensating measures, including the preparation of formal accounting memoranda for critical and complex transactions.

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In May 2025, the Company engaged an external firm to assist with evaluating, designing, and implementing enhancements to its internal controls. The firm works closely with the Senior Manager of Risks and Internal Controls and provides support for compliance reviews and internal audit functions, reporting status and results to the Chair of the Audit Committee.

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

Control Environment, Organizational Structure, and Segregation of Duties: The Company enhanced its control environment by hiring additional qualified finance and accounting personnel with appropriate technical expertise. Formal reporting lines, roles, and responsibilities have been clearly defined and documented. Segregation of duties has been improved across key finance and accounting processes and supporting systems. These controls have been implemented and tested for operating effectiveness.

Controls in Response to Risks of Material Misstatement: The Company designed and implemented a formal risk assessment process to identify and evaluate changes in business operations and their impact on financial reporting risks. Controls have been established and updated accordingly to ensure timely responses to evolving risks. These controls have been implemented and tested.

Information and Communication Across Departments: The Company implemented structured processes and protocols to facilitate timely and complete communication between legal, capital markets, and accounting and finance functions. This includes standardized information-sharing requirements and documentation procedures to support accurate financial reporting. These controls have been implemented and tested.

Accounting for Non-Routine, Unusual, or Complex Transactions: The Company established formal review procedures and technical accounting controls over complex transactions, including convertible instruments, warrant liabilities, embedded derivatives, and other non-routine transactions. The Company has also engaged external technical accounting advisors, where necessary, to support the appropriate application of U.S. GAAP. These controls have been implemented and tested.

Accounting Policies, Procedures, and Period-End Close Process: (Remaining Material Weakness : The Company has made progress in developing formal accounting policies and procedures, including those related to the period-end close process, reconciliations, journal entries, and financial statement disclosures. While this effort remains ongoing and is not yet fully remediated, the Company has implemented compensating controls, including the preparation of detailed accounting memoranda for significant and complex transactions and enhanced review controls over financial reporting. Full remediation is expected upon completion, formalization, and sustained operation of these policies and procedures.

Information Technology General Controls (ITGCs): The Company designed and implemented IT general controls covering program change management, user access management, and computer operations. Enhancements include access provisioning and de-provisioning controls, periodic user access reviews, and monitoring of critical system jobs and data backups. These controls have been implemented and tested.

Integrity, Ethical Values, and Tone at the Top: The Company strengthened its governance framework and reinforced its commitment to integrity and ethical values through enhanced oversight by senior management and the Board. Policies and procedures related to governance, compliance, and internal control awareness have been formalized and communicated. These controls have been implemented and tested.

Related Party Transactions Identification and Disclosure: The Company implemented enhanced controls over the identification, review, and disclosure of related party transactions. This includes periodic certifications, centralized tracking mechanisms, and formal review and approval protocols. These controls have been implemented and tested.

Cybersecurity Incident Reporting to the Board: The Company formalized procedures for reporting material cybersecurity incidents to the Board of Directors or a designated committee. These procedures are now embedded within the Company’s broader cybersecurity risk management framework and have been implemented and tested.

While significant progress has been achieved, the Company will continue to focus on completing the development and formalization of its accounting policies and procedures and ensuring sustained operating effectiveness of all remediated controls. The Company will continue to monitor these controls and perform ongoing testing to confirm their effectiveness over time. If the Company does not sustain its remediation efforts, the effectiveness of its internal control over financial reporting may be compromised. Internal controls are inherently subject to limitations, including cost constraints, management judgment, assumptions regarding future events, the potential for human error, and the risk of fraud. In addition, continued turnover in key management personnel—particularly within accounting, finance, and legal functions—could impair the Company’s ability to maintain effective controls and execute its remediation activities. As a result, the Company may be unable to consistently record, process, and report financial information accurately, or to prepare financial statements within the timeframes required by the Securities and Exchange Commission. Any such deficiencies could adversely affect the Company’s reputation, business operations, and the market price of its Class A Common Stock. Furthermore, failure to sustain remediation may expose the Company to increased risk of regulatory scrutiny, including potential actions by the SEC or other authorities, litigation, loss of investor confidence, potential delisting of its securities, and diversion of management’s attention and resources away from core business operations, which could materially and adversely affect the Company’s financial condition.

Changes in Internal Control Over Financial Reporting

On August 6, 2025, the Board of Directors determined that, during the pendency of the SEC investigation involving the Company and certain current and former executives, Mr. Jia will be excluded from oversight of the Company’s finance, legal, accounting, and public reporting functions (the “Governance Adjustments”). As part of these adjustments, Mr. Jia was also relieved of responsibility for providing certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. These oversight responsibilities have been delegated to Mr. Matthias Aydt, who previously shared such responsibilities with Mr. Jia. The Governance Adjustments became effective on August 13, 2025.

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

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