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FARADAY FUTURE INTELLIGENT ELECTRIC INC.

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

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

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001628280-26-035138

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001628280-26-056740

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 10 previous paragraphs and 38 current paragraphs.

6 unchanged; 3 reworded; 29 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (29)

Current report

Risks Related to Our Business and Industry

Current report

Our robotics business is subject to significant risks relating to market development, customer demand, supply planning and servicing, and the market for our robotics products and services may not develop as anticipated.

Current report

The robotics industry is at an early stage of development, and the commercial adoption of robotics technologies for workplace, consumer and household applications is still evolving. There is limited historical market data available to assess long-term demand, customer acceptance, pricing trends, technological standards and competitive dynamics. As a result, our estimates regarding market growth, customer demand and adoption rates may prove inaccurate.

Current report

Our success depends on attracting and retaining customers and maintaining demand for our robotics products and the related software, AI systems and services that we provide or may provide in the future. We offer consumers the ability to pre-order certain robotics products in the United States. We have experienced, and may in the future experience, cancellations, which may result in lower unit sales and increased inventory. We also have limited experience marketing, selling and advertising robotics products, and there can be no assurance that we will successfully develop these capabilities or achieve the anticipated benefits from our marketing and commercialization efforts.

Current report

Our growth also depends on the development of practical, cost-effective and compelling robotics applications that provide measurable value to businesses and consumers. Many existing and potential robotics use cases remain unproven, are still being tested or may not achieve widespread commercialization. Businesses may be reluctant to deploy robotic systems because of implementation costs, integration challenges, operational disruptions, cybersecurity risks, workplace safety, liability, regulatory compliance, workforce displacement or labor-relations concerns. Consumers may be hesitant to adopt robotics products because of concerns regarding cost, reliability, privacy, security, safety, ease of use or social acceptance. Negative publicity relating to robotics, artificial intelligence, automation, product failures, accidents or perceived adverse societal impacts could further reduce acceptance and slow adoption.

Current report

Our limited operating history in robotics also makes it difficult to forecast demand and determine the appropriate level of product and component inventory. If we overestimate demand, we or our suppliers may hold excess inventory and incur additional costs. If we underestimate demand, we or our suppliers may have insufficient inventory, which could interrupt production or delay shipments and revenue.

Current report

In addition, we have minimal experience servicing and repairing robotics products, which may require specialized skills, parts and technical support. Although we plan to internalize certain aspects of robotics product service over time, we may initially rely on third-party service providers. We may be unable to enter into acceptable arrangements with such providers, and potential providers may initially have limited experience servicing our products or may lack sufficient resources, personnel or inventory to satisfy customer requirements in a timely manner. Customer usage may also result in higher-than-expected maintenance, repair and support costs.

Current report

If customers do not perceive our robotics products and related services as providing sufficient value, quality, reliability, functionality, safety or cost competitiveness, or if we cannot accurately forecast demand or provide satisfactory service and support, we may be unable to retain reservations, attract customers, generate anticipated revenue or achieve profitability. Any of these developments could materially and adversely affect our business, prospects, financial condition, results of operations and cash flows.

Current report

Regulatory restrictions on foreign-produced advanced robotic devices could materially adversely affect our business, results of operations and growth prospects.

Current report

The risks described in our Form 10-K under the heading “Changes in U.S. and international trade policies, including export and import controls and laws, particularly with regard to China, may adversely impact our business and operating results” also apply to our robotics business. On July 28, 2026, the Federal Communications Commission (“FCC”) updated its Covered List to include certain foreign-produced “advanced robotic devices,” including mobile robots such as humanoid and quadruped robots, following determinations by U.S. national security agencies that such products may pose national security, supply-chain and cybersecurity risks. Under the FCC’s action, new device models that fall within the scope of the determination may be unable to obtain the FCC equipment authorizations necessary for importation, marketing or sale in the United States unless an applicable exemption, waiver or conditional approval is obtained. Existing FCC-authorized models generally are not affected by the new restrictions..

Current report

We currently import robotics products from China that have received FCC approvals and authorizations. Although our existing products may continue to be imported, marketed and sold to the extent permitted under applicable law and regulatory guidance, there can be no assurance that future product models, product enhancements, software-enabled upgrades, successor products or additional robotics platforms sourced from China or other foreign jurisdictions will remain eligible for FCC authorization or otherwise be permitted for importation or sale in the United States.

Current report

The FCC’s action, related executive-branch determinations and future regulatory developments could adversely affect our business by:

Current report

•limiting or preventing our ability to introduce new robotics products into the U.S. market;

Current report

•increasing regulatory compliance, testing, certification and legal costs;

Current report

•requiring us to redesign products, alter technical architectures, implement additional cybersecurity controls or seek governmental approvals;

Current report

•disrupting relationships with existing suppliers and manufacturers;

Current report

•requiring us to identify, qualify and transition to alternative suppliers or manufacturing locations, which may not be available on commercially reasonable terms or at all;

Current report

•increasing product costs and reducing margins;

Current report

•delaying product launches and customer deployments;

Current report

•reducing demand because of customer concerns regarding regulatory uncertainty; or

Current report

•subjecting us to additional governmental reviews, investigations or restrictions.

Current report

The FCC’s action reflects heightened governmental scrutiny of products manufactured in China and other foreign jurisdictions that incorporate advanced sensing, communications, artificial intelligence and remote-connectivity capabilities. Additional legislation, executive actions, regulations, trade restrictions, import controls, tariffs, sanctions or agency determinations could further restrict or prohibit the importation, authorization, sale, servicing or use of our products or components, including products that are currently authorized. Any such developments could materially disrupt our operations, supply chain and growth strategy.

Current report

If we are unable to obtain required regulatory approvals for future products, diversify our supply chain, transition manufacturing to alternative jurisdictions, obtain available exemptions or conditional approvals, or otherwise mitigate the effects of these regulatory developments, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Current report

(a) Recent Sales of Unregistered Securities.

Current report

During the quarter, the Company relied on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") (and, with respect to the Secured Streeterville Notes, Rule 506 of Regulation D thereunder), for private placements to accredited investors not involving any public offering, and on Section 3(a)(9) of the Securities Act for shares of Class A Common Stock issued upon conversion of the Company's outstanding convertible notes, where such shares were exchanged with existing security holders and no commission or other remuneration was paid for soliciting the exchange.

Current report

The following unregistered issuances during the three months ended June 30, 2026 were previously reported on Current Reports on Form 8-K and are incorporated herein by reference: (i) the issuance of one share of Series A Preferred Stock on April 15, 2026; (ii) the securities issued under the Amended and Restated Securities Purchase Agreement with Gold King Arthur Holding Limited entered into on April 15, 2026; (iii) the Secured Streeterville Notes issued on April 17, 2026; and (iv) the convertible notes issued on May 15, 2026 in an aggregate principal amount of $25.0 million.

Current report

In addition, during the three months ended June 30, 2026, the Company issued (i) an aggregate of 419,464 shares of Class A Common Stock upon the conversion of outstanding convertible notes, in reliance on Section 3(a)(9) of the Securities Act, and (ii) 3,678 shares of Class A Common Stock to a certain vendor in settlement of outstanding obligations, in reliance on Section 4(a)(2) of the Securities Act. The shares of Class A Common Stock described above are "restricted securities" as defined in Rule 144 under the Securities Act. Share amounts presented above have been retroactively adjusted to reflect the 1-for-150 reverse stock split effected on July 24, 2026.

Current report

(b) Use of Proceeds. Not applicable.

Current report

(c) Issuer Purchases of Equity Securities. None during the quarter
Removed paragraphs (1)

Previous report

In April 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 Company expects to issue certain unregistered equity and equity-linked securities. The securities are expected to be issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.
Reworded paragraphs (3)

Previous wording

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026.

Current wording

Except as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026.

Previous wording

During the three months ended March 31, 2026, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to various Securities Purchase Agreements. These instruments form the Company’s SPA Portfolio Notes financing program. As of March 31, 2026 the Company had received $4.7 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes, which have not closed as of the issuance date of this report. The corresponding notes are reported as outstanding as of period end.

Current wording

During the six months ended June 30, 2026, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to various Securities Purchase Agreements. These instruments form the Company’s SPA Portfolio Notes financing program. As of June 30, 2026 the Company had received $4.7 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes, which have not closed as of the issuance date of this report. The corresponding notes are reported as outstanding as of period end.

Previous wording

In December 2025, the Company entered into a Settlement and Release Agreement with COSTAMP S.r.l. (“COSTAMP”) to resolve the lawsuit captioned CoStamp Group S.r.l. v. Faraday Future Intelligent Electric, Inc., Case No. 25-CV-4531, pending in the U.S. District Court for the Central District of California. Under the settlement, the Company agreed to settle the matter for total consideration of $1.6 million, consisting of $0.6 million of cash payments and $1.1 million of shares of Class A Common Stock. Pursuant to a Share Issuance Agreement entered into in connection with the settlement, the shares were issued on January 13, 2026 and were not registered as of March 31, 2026 under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. No general solicitation or advertising was used in connection with the issuance. The number of shares issued was based on the Nasdaq closing price of the Company’s Class A Common Stock on the trading day immediately prior to the issuance date.

Current wording

In December 2025, the Company entered into a Settlement and Release Agreement with COSTAMP S.r.l. (“COSTAMP”) to resolve the lawsuit captioned CoStamp Group S.r.l. v. Faraday Future Intelligent Electric, Inc., Case No. 25-CV-4531, pending in the U.S. District Court for the Central District of California. Under the settlement, the Company agreed to settle the matter for total consideration of $1.6 million, consisting of $0.5 million of cash payments and $1.1 million of shares of Class A Common Stock. Pursuant to a Share Issuance Agreement entered into in connection with the settlement, the shares were issued on January 13, 2026 and were not registered as of March 31, 2026 under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. No general solicitation or advertising was used in connection with the issuance. The number of shares issued was based on the Nasdaq closing price of the Company’s Class A Common Stock on the trading day immediately prior to the issuance date.