FARADAY FUTURE INTELLIGENT ELECTRIC INC.

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.

Risks Related to Our Business and Industry

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.

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.

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.

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.

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.

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.

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.

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

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..

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.

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

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

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

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

•disrupting relationships with existing suppliers and manufacturers;

•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;

•increasing product costs and reducing margins;

•delaying product launches and customer deployments;

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

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

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.

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.

Unregistered Equity Issuance – SPA Portfolio Conversions

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.

As of the date of this report, SPA Portfolio Notes and related warrants and Incremental Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and were sold exclusively to accredited investors in private placements without general solicitation or advertising.

The shares of Class A common stock issuable upon conversion of the outstanding 2023 Unsecured SPA Notes, incremental Junior Secured SPA Notes, incremental 2024 Unsecured SPA Notes and 2025 March Unsecured SPA Notes were partially registered for resale under effective registration statements. As of the date of this report, the shares issuable upon conversion of the 2025 July Unsecured SPA Notes and upon exercise of any warrants or Incremental Warrants issued in connection with the SPA Portfolio Notes program have not been registered for resale under an effective registration statement. However, certain holders may be able to resell shares issued upon conversion or exercise pursuant to an exemption from registration, including Rule 144 under the Securities Act, subject to satisfaction of the applicable conditions.

Unregistered Equity Issuance – COSTAMP S.R.L Settlement

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.

Pursuant to the terms of the Settlement and Release Agreement and related Share Issuance Agreement, if the Company fails to timely issue and deliver the shares, file a resale registration statement within the required period, or cause such registration statement to be declared effective within the required period, the share component will no longer be satisfied in shares and will instead become payable in cash in monthly installments.

Unregistered Equity and Equity-Linked Securities Expected to Be Issued Subsequent to June 30, 2026

(a) Recent Sales of Unregistered Securities.

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.

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.

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.

(b) Use of Proceeds. Not applicable.

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