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  4. [8-K] FARADAY FUTURE INTELLIGENT ELECTRIC INC. Reports Material Event

Faraday Future (FFAI) expands authorized share counts and ends Series A preferred

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Faraday Future Intelligent Electric Inc. amended its charter to increase its authorized share capital. The number of authorized common shares rose from 232,470,985 to 312,285,439, and authorized preferred shares increased from 17,931,000 to 24,087,265, bringing total authorized common and preferred shares to 336,372,704. These changes were approved at a special stockholder meeting held on February 13, 2026 and became effective with a filing in Delaware on February 18, 2026. The company also filed a Certificate of Elimination for its FFAI Series A Preferred Stock, eliminating the prior designation of one share that was no longer outstanding and returning it to the pool of authorized but undesignated preferred stock.

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Insights

Faraday Future expands authorized equity capacity but does not issue new shares here.

Faraday Future Intelligent Electric Inc. increased its authorized common stock from 232,470,985 to 312,285,439 shares and preferred stock from 17,931,000 to 24,087,265 shares through a charter amendment approved at a February 13, 2026 special meeting.

This adjustment expands the company’s flexibility for future equity or financing transactions but does not itself create new issued shares. The filing also eliminates the designation of one share of Series A Preferred Stock after its automatic redemption, returning it to the pool of authorized but undesignated preferred shares.

Any actual impact on existing holders will depend on how the increased authorization is used in subsequent transactions and disclosures, which are not detailed in this excerpt.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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FAQ

What capital structure change did Faraday Future (FFAI) disclose in this 8-K?
Faraday Future amended its charter to increase authorized shares of both common and preferred stock. Authorized common stock rose to 312,285,439 shares and preferred stock to 24,087,265 shares, expanding total authorized equity capacity without detailing any specific new issuance in this document.

How many authorized common and preferred shares does Faraday Future (FFAI) now have?
Faraday Future now has 312,285,439 authorized common shares and 24,087,265 authorized preferred shares. Previously, these levels were 232,470,985 and 17,931,000, respectively, bringing total authorized common and preferred shares to 336,372,704 after the charter amendment filed in Delaware.

When did Faraday Future shareholders approve the increase in authorized shares?
Shareholders approved the increase in authorized common and preferred shares at a special meeting held on February 13, 2026. Following that meeting, the company filed a Certificate of Amendment with the Delaware Secretary of State on February 18, 2026 to implement the approved changes.

What happened to Faraday Future’s Series A Preferred Stock in this filing?
Faraday Future filed a Certificate of Elimination for its Series A Preferred Stock after automatic redemption of all outstanding shares following the special meeting. The prior designation of one Series A Preferred share was eliminated and that share reverted to authorized but unissued, non-designated preferred stock status.

Does this Faraday Future (FFAI) 8-K report new stock being issued?
The 8-K reports an increase in authorized common and preferred shares but does not describe specific new issuances. It focuses on charter amendments and elimination of the Series A Preferred Stock designation, rather than detailing any actual sales or distributions of additional shares.

What securities of Faraday Future (FFAI) are listed on Nasdaq according to this document?
The document lists Faraday Future’s Class A common stock, par value $0.0001 per share, trading under symbol FFAI, and redeemable warrants trading under symbol FFAIW. The warrants are exercisable for Class A common stock at an exercise price of $110,400.00 per share on Nasdaq.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 18, 2026

 

Faraday Future Intelligent Electric Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39395   84-4720320
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

18455 S. Figueroa Street    
Gardena, CA   90248
(Address of principal executive offices)   (Zip Code)

 

(424) 276-7616 

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   FFAI   The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $110,400.00 per share   FFAIW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.03 Material Modifications to Rights of Security Holders

 

On February 18, 2026, Faraday Future Intelligent Electric Inc. (the “Company”) filed an amendment (the “Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the office of the Secretary of State of the State of Delaware (the “Delaware SOS”) to effect (i) an increase in the number of authorized shares of common stock, par value $0.0001 per share, of the Company (“FFAI Common Stock”) 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, of the Company (“FFAI Preferred Stock”) from 17,931,000 to 24,087,265 shares, increasing the total number of authorized shares of FFAI Common Stock and FFAI Preferred Stock from 250,401,985 shares to 336,372,704 shares. The filing of the Certificate of Amendment was authorized by the stockholders of the Company at the Company’s special meeting of stockholders, which was held on February 13, 2026 (the “Special Meeting”).

 

The foregoing description of the Certificate of Amendment is a summary and is qualified in its entirety by the terms of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The disclosure set forth under Item 3.03 above is incorporated herein by reference.

 

On February 18, 2026, prior to the Company’s filing of the Certificate of Amendment with the office of the Delaware SOS, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Delaware SOS with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share (“FFAI Series A Preferred Stock”), following the automatic redemption of all outstanding shares of FFAI Series A Preferred Stock after the conclusion of the Company’s Special Meeting. The Certificate of Elimination (i) eliminated the previous designation of one (1) share of FFAI Series A Preferred Stock from the Charter, which was not outstanding at the time of filing, and (ii) caused such share of FFAI Series A Preferred Stock to resume its status as an authorized but unissued and non-designated share of preferred stock.

 

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Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Amendment to Amended and Restated Certificate of Incorporation of Faraday Future Intelligent Electric Inc.
     
3.2   Certificate of Elimination of Series A Preferred Stock.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FARADAY FUTURE INTELLIGENT ELECTRIC INC.
   
Date: February 20, 2026 By: /s/ Koti Meka
  Name: Koti Meka
  Title: Chief Financial Officer

 

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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