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UNITED STATES
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):
May 5, 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.) |
| 1990 E. Grand Avenue |
|
|
| El
Segundo, CA |
|
90245 |
| (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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed by Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”) in its Current
Report on Form 8 K filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2026, Matthias Aydt resigned
from the Board of Directors of the Company (the “Board”) effective April 14, 2026, and at that time informed the Board of
his intention to resign as Co Global Chief Executive Officer at such time as the Board deemed appropriate. On May 5, 2026, the Board accepted
Mr. Aydt’s resignation from his position as Co Global Chief Executive Officer, effective as of that date. Mr. Aydt remains employed
by the Company as an advisor during an interim period and may further serve the Company in a different capacity to be determined between
the Company and Mr. Aydt. There were no disagreements between the Company and Mr. Aydt that led to his decision to resign. Following Mr.
Aydt’s resignation as Co Global Chief Executive Officer, the Board acknowledged and appointed Yueting Jia as the Company’s
sole Chief Executive Officer.
Furthermore,
on May 5, 2026, the Board promoted Jiawei Wang, previously the Company’s Global President, to the position of Global Executive Chairman.
In this new role, Mr. Wang will assume certain responsibilities previously held by Mr. Aydt, including oversight of the Company’s
finance, legal, and related governance and risk management functions, while coordinating closely with Mr. Jia.
Separately,
on May 5, 2026, upon the recommendation of the Board’s Compensation Committee, the Board approved the following changes to the
compensatory arrangements for each of Mr. Jia and Mr. Wang, effective immediately:
With
respect to Mr. Jia:
| ● | A
retention bonus of $800,000 the (“Retention Bonus”), subject to the satisfaction
of certain conditions, including a prorated claw back right if Mr. Jia fails to remain employed
with the Company for at least forty-eight months beginning on May 5, 2026. The Retention
Bonus shall be payable in two equal installments on (i) May 15, 2026 and (ii) May 15, 2027. |
| ● | An
annual grant of time-based restricted stock units (“RSUs”) having a grant date
fair value equal to $5.94 million, vesting in four equal annual installments beginning on
May 5, 2027, subject to Mr. Jia’s continued employment with the Company on each such
vesting date. |
| ● | An
annual grant of performance-based restricted stock units (“PSUs”) having a target
grant date fair value equal to $5.94 million, vesting in equal installments on each of the
first three anniversaries of the achievement of one or more applicable performance metrics
to be approved by the Board, subject to Mr. Jia’s continued employment with the Company
on each such vesting date. |
| ● | A
monthly housing allowance of $8,000 (net of any taxes payable). |
With
respect to Mr. Wang:
| ● | An
annual base salary of $600,000 per year. |
| ● | An
annual cash bonus target of $400,000, subject to the achievement of certain performance objectives
established by the Board. |
| ● | A
promotion bonus of $200,000 the (“Promotion Bonus”), subject to the satisfaction
of certain conditions, including a prorated claw back right if Mr. Wang fails to remain employed
with the Company for at least forty-eight months beginning on May 5, 2026. The Promotion
Bonus shall be payable in two equal installments on (i) May 15, 2026 and (ii) May 15, 2027. |
| ● | An
annual grant of time-based RSUs having a grant date fair value equal to $1.5 million, vesting
in four equal annual installments beginning on May 5, 2027, subject to Mr. Wang’s continued
employment with the Company on each such vesting date. |
| ● | An
annual grant of PSUs having a target grant date fair value equal to $1.5 million, vesting
in equal installments on each of the first three anniversaries of the achievement of one
or more applicable performance metrics to be approved by the Board, subject to Mr. Wang’s
continued employment with the Company on each such vesting date. |
| | | |
| | ● | A monthly housing allowance of $6,000 (net of any taxes payable). |
Each of Mr. Jia and Mr. Wang will continue to defer a portion of his annual base salary until May 31, 2026, as previously described by
the Company in its Current Report on Form 8-K filed with the SEC on March 18, 2026
Except
as described above, all other material terms of the compensation of each of Mr. Jia and
Mr. Wang remain as previously disclosed by the Company with the SEC.
Additionally,
on May 5, 2026, the Board appointed Chad Chen, currently a member of the Board and each of the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee of the Board, as the Lead Independent Director of the
Company.
On May 10,
2026, the Company issued a press release with respect to foregoing. A copy of such press release is furnished hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated May 10, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 11, 2026 |
By: |
/s/ Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Faraday Future Marks the Return of Its Founding
Team: YT Jia Acknowledged and Appointed as Sole Global CEO and Jerry Wang Appointed Global Executive Chairman; FF to Announce Upgraded
Transformation Initiatives Next Week to Begin a New Growth Chapter as a Physical AI Company
| ● | The Board has acknowledged and appointed FF Founder YT Jia as Global CEO
and Jerry Wang as Global Executive Chairman. The Board has also accepted Matthias Aydt’s resignation as Global Co-CEO and appointed
independent director Chad Chen as Lead Independent Director. |
| ● | This leadership transition represents a significant organizational and governance
change for the Company marking the return of the founding team and founder-driven entrepreneurial spirit at both the Board and core management
levels, and represents a key step in deepening the execution of the Company’s Dual-Engine Strategy of “EAI Robotics + EAI
EV,” creating long-term value for stockholders, and further reinforcing the Company’s guiding principle of putting stockholders
first. |
| ● | The appointment of Jerry Wang, a core founding member of FF, as Global Executive
Chairman is expected to further strengthen the Company’s closed-loop management from financing to operating results, reinforce an
operating philosophy centered on business quality and financial performance, improve the efficiency and effectiveness of resource allocation,
and accelerate strategy execution. |
| ● | The Company plans to announce an upgraded set of five transformation initiatives
next week. With the full return of the founding team as a new starting point, the Company aims to cross its operating inflection point
as quickly as possible, unlock FF’s intrinsic value, rebuild capital market trust and confidence, and enter its next phase of growth. |
Los Angeles, CA (May 10, 2026) — Faraday Future Intelligent
Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF” or the “Company”), a California-based global
Embodied AI (EAI) ecosystem company, today announced a series of leadership and governance updates. The Company’s Board of Directors
has acknowledged and appointed YT Jia as FF Global CEO and Jerry Wang as FF Global Executive Chairman. The Board has also accepted the
resignation of Matthias Aydt from his position as Global Co-CEO and appointed independent director Chad Chen as Lead Independent Director.
Mr. Aydt will temporarily continue to serve the Company as an internal advisor, while a new role is being discussed separately with the
Company’s management team. The Company sincerely thanks Mr. Aydt for his years of dedication and contributions to FF.
The above appointments and changes became effective on May 5, 2026.
As Global CEO, Mr. Jia will oversee Product, EAI R&D, Supply Chain,
Manufacturing, Quality, UES, VLE and other business areas. He will jointly oversee Strategy, Capital Markets & Investor Relations,
Human Resources, Corporate Operations and AI IT, as well as subsidiaries and regional entities, together with Mr. Wang. Mr. Wang will
directly oversee four core corporate functions: Finance, Legal, Government Affairs & Strategic Cooperation, and Risk Management.
“I would like to thank the Company and the Board for their trust,”
said YT. “FF will officially evolve into a U.S.-based Physical AI ecosystem company, focusing on two product engines within its
EAI robotics business: EAI humanoid and bionic robots, and EAI automotive robots. By building a Three-in-One ecosystem consisting of Device,
Data, and Brain & Open-Source and Open Platform, FF aims to create an evolutionary flywheel of ‘scaled device delivery, data
collection and training, continuous evolution of the EAI Brain, stronger product capability, and larger-scale delivery,’ with the
goal of maximizing commercial value.”
From “100-Day Renewal” to the Founder’s Full Return,
YT Jia Leading the Company into a New Growth Phase
Over the past year, since Mr. Jia was appointed Co-CEO in April 2025,
he has launched a comprehensive “Ten-Punch Combo” transformation, driving progress across strategy, EAI products and technology,
business execution, finance, capital markets, government partnerships and corporate compliance. These efforts have contributed to a meaningful
improvement in the Company’s operating fundamentals.
One of the most important achievements was the rollout of the Dual-Engine
Strategy centered on “EAI Robotics + EAI EV,” with a clearer execution roadmap. As the priority business in the first phase
of this strategy, EAI Robotics has shipped 68 units with positive unit gross margin and is working to convert its first-mover advantage
into a sustainably leading position. In addition, the SEC investigation that lasted more than four years was concluded with no penalties,
removing a historical overhang that had constrained the Company’s development and marking a renewed start for both the Company and
its founder.
Based on these achievements, the Board recognized Mr. Jia’s strategic
vision, leadership, execution capabilities and the unique value he has created, and acknowledged and appointed him as Global CEO. This
acknowledgement marks the full return of FF’s founder-mode execution and founder spirit as the Company enters its next phase of
growth.
FF is currently at a critical inflection point. The Company’s
“Three-in-One” EAI Robotics strategy and recent execution milestones have gained recognition from both the capital markets
and the education market, while product delivery is entering a key ramp-up stage, moving from “1 to N”—from initial
deliveries to scaled deployment. At the same time, FFAI is in a 180-day period to regain compliance and must continue rebuilding market
confidence. Against this backdrop, Mr. Jia’s acknowledgement as Global CEO carries several important strategic implications:
From a governance perspective: the optimized governance structure
is expected to streamline decision-making on major matters, improve responsiveness, and enhance execution efficiency.
From an organizational perspective: the founder’s return
represents a powerful call to action for all employees. The entrepreneurial culture of relentless execution championed by Mr. Jia, together
with his commitment to “promises made, promises kept” as demonstrated through 53 consecutive weekly investor reports, forms
an important foundation for FF’s organizational cohesion and execution momentum.
From a business perspective: As the architect and core driving
force of the EAI Dual-Engine Strategy, Mr. Jia is positioned to make more decisive decisions with reduced organizational friction. Moreover,
with cross-industry experience spanning intelligent EV and AI, along with more than a decade of hands-on experience in the U.S. market,
his direct leadership of the business is expected to minimize strategy transmission loss, accelerating the conversion of first-mover advantages
into an almost unassailable competitive moat through the founder’s unique determination and bold decisiveness.
From a capital perspective: As the company’s earliest
investors, the founding team is naturally and deeply aligned with stockholder interests. This alignment is expected to help attract strategic
investors and long-term capital, while supporting the release of the Company’s intrinsic value.
Jerry Wang Appointed Global Executive Chairman: Enhancing Company's
Governance Structure and Strengthening Closed-loop Management
As a core founding member of the company, Mr. Wang has been deeply
involved in the company’s key operations and capital initiatives for years, playing a central role in major financing transactions,
critical compliance efforts, strategic partnerships, and resource integration initiatives throughout the company’s development.
This appointment further strengthens the company’s closed-loop
management from financing to operating results, as well as its operating philosophy of placing operational quality and financial performance
at the core. It will also help improve the efficiency and effectiveness of resource allocation, maximizing value creation under limited
resources. Through clearer performance targets, more defined risk boundaries, and a clearer path toward value creation, the company aims
to continuously strengthen investor confidence and attract long-term capital.
EAI Robot Business Advancing at Full Speed, Five Upgraded Transformation
Initiatives to be Announced Next Week
As of April 30, FF had shipped 68 EAI robots with positive gross margins
and will continue accelerating production ramp-up in May, steadily progressing toward its first-season delivery target of 200 units by
the end of June. The company expects cumulative shipments to exceed 1,000 units in 2026 and aims to turn its first-mover advantage as
the first U.S. company to sell and deliver both humanoid and bionic robots, as well as the first to fully expand into the education market,
into a sustainably leading momentum.
Next week, the new management team will officially announce the upgraded
five transformation initiatives evolved from the original “Ten-Punch Combo” transformations. This will be a declaration of
strategic re-launch for the next phase, under the historical context of the founding team fully at the helm, the deepening implementation
of the Dual-Engine Strategy, and the robotics business entering a critical growth phase. The company will take the founder’s return
as a new starting point, with the Dual-Engine Strategy serving as the central axis and “Stockholders First” as its guiding
principle, to drive the company toward rapidly crossing its operational inflection point, rebuilding confidence in the capital markets,
and unlocking its true value — so that all long-term stockholders and users can truly share in the value they deserve.
ABOUT FARADAY FUTURE
Faraday Future is a California-based global intelligent Company founded
in 2014 and is dedicated to reshaping the future of mobility through vehicle electrification, intelligent technologies, and AI innovation.
Its flagship vehicle, the FF 91, began deliveries in 2023 and reflects the brand’s pursuit of ultra-luxury, cutting-edge technology,
and high performance. FF’s second brand, FX, targets the high-volume mainstream vehicle market with its first model, the Super One,
positioned as a first-class EAI-MPV. FF recently announced its entry into the Embodied AI Robotics business with sales beginning this
year, connecting its future strategy of bringing a new era of EAI vehicles and EAI robotics. For more information, please visit https://www.ff.com/
FORWARD
LOOKING STATEMENTS
This press release includes “forward looking statements” within the meaning of the safe harbor provisions
of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “plan to,”
“can,” “will,” “should,” “future,” “potential,” and variations of these words
or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These
forward-looking statements, which include statements regarding potential future legal actions against alleged illegal market manipulation
or similar improper activities, and FF’s entry into the embodied AI robotics market and robotics deliveries and development, involve
a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s
control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Important factors, that may affect actual results or outcomes include,
among others: the Company’s ability to timely regain compliance with Nasdaq’s minimum bid requirement; the Company’s
common stock will be suspended from trading on Nasdaq if it’s closing price is $0.10 or less for 10 consecutive trading days; the
Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to
pay its outstanding obligations, which it currently lacks; the availability of sufficient share capital to meet its current obligations
and execute on its strategy, which the Company currently lacks; the agreement of stockholders to substantially increase the Company’s
share capital, which could result in substantial additional dilution; the willingness of convertible debt investors to fund the Company
while it lacks sufficient share capital for conversions; demand for the Company’s robotics products; the ability of B2B preorder
companies to locate customers to purchase our robotics products, on which their nonbinding preorders substantially depend; competition
in the robotics industry, which includes companies with far superior experience, funding and name recognition; the Company’s reliance
on a single OEM for most of its robotics products; the Company’s ability to get the planned robotics products to comply with all
applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics to the Company; tariff uncertainty for
imported products, particularly from China; demand from automobile dealers for robotics products; the Company's ability to homologate
FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which is substantial;
the Company’s ability to secure an occupancy certificate covering all of its Hanford facility; the Company's ability to remediate
its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated
financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s
history of substantial losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan;
the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the
Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree
of market acceptance of the Company’s vehicles; the Company’s ability to cover future warranty claims; the success of other
competing manufacturers; the performance and security of the Company’s vehicles; current and potential litigation involving the
Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described
elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection
under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to cover future warranty claims; the Company’s
ability to use its “at-the-market” program; insurance coverage; general economic and market conditions impacting demand for
the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions
may not be sufficient or may not achieve their expected results; circumstances outside of the Company's control, such as natural disasters,
climate change, health epidemics and pandemics, terrorist attacks, and civil unrest; risks related to the Company's operations in China;
the success of the Company's remedial measures taken in response to the Special Committee findings; the Company’s dependence on
its suppliers and contract manufacturer; the Company's ability to develop and protect its technologies; the Company's ability to protect
against cybersecurity risks; and the ability of the Company to attract and retain employees, any adverse developments in existing legal
proceedings or the initiation of new legal proceedings, and volatility of the Company’s stock price. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s
Form 10-K filed with the SEC on March 31, 2025, and Form 10-Qs for the quarters ended June 30, 2025 and September 30, 2025 filed with
the SEC on May 9, 2025, August 19, 2025 and November 21, 2025, respectively, and other documents filed by the Company from time to time
with the SEC.
CONTACTS:
Investors (English): ir@ff.com
Investors (Chinese): cn-ir@faradayfuture.com
Media: john.schilling@ff.com
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