When did Faraday Future shareholders approve the authorized share increase?

Shareholders approved the authorized share increase at the annual meeting on May 22, 2026. Following that approval, the company filed a Certificate of Amendment in Delaware on May 27, 2026 to formally implement the new authorized share levels.

Faraday Future (NASDAQ: FFAI) raises authorized common and preferred stock

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. Authorized common stock rose from 312,285,439 shares to 452,813,887 shares, and authorized preferred stock increased from 24,087,265 shares to 34,926,534 shares, bringing total authorized shares to 487,740,421.

The changes were approved at the May 22, 2026 annual meeting and became effective upon filing a Certificate of Amendment in Delaware on May 27, 2026. The company also filed a Certificate of Elimination to remove the designation of one share of Series A Preferred Stock, which reverted to authorized but unissued preferred stock.

Insights

Faraday Future expanded authorized shares, enabling more future equity issuance.

Faraday Future Intelligent Electric Inc. increased its authorized common stock to 452,813,887 shares and preferred stock to 34,926,534 shares via a charter amendment approved at the May 22, 2026 annual meeting. This expands the total authorized capital to 487,740,421 shares.

The filing itself does not execute any issuance; it creates capacity for future equity or financing transactions that may use common or preferred stock. Actual impact on existing holders will depend on how much of this new capacity is used and on what terms.

The company also eliminated the specific designation of one share of Series A Preferred Stock after automatic redemption, returning it to the pool of authorized but undesignated preferred. Subsequent disclosures would be needed to detail any concrete financings that make use of this larger authorization.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

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.

Key Figures

Authorized common stock (new): 452,813,887 shares Authorized common stock (prior): 312,285,439 shares Authorized preferred stock (new): 34,926,534 shares +5 more

8 metrics

Authorized common stock (new) 452,813,887 shares Authorized common shares after charter amendment

Authorized common stock (prior) 312,285,439 shares Authorized common shares before amendment

Authorized preferred stock (new) 34,926,534 shares Authorized preferred shares after charter amendment

Authorized preferred stock (prior) 24,087,265 shares Authorized preferred shares before amendment

Total authorized shares (new) 487,740,421 shares Total authorized common and preferred after amendment

Total authorized shares (prior) 336,372,704 shares Total authorized common and preferred before amendment

Warrant exercise price $110,400.00 per share Exercise price of redeemable warrants for Class A common

Series A Preferred shares eliminated 1 share Single Series A Preferred share designation eliminated

Key Terms

Certificate of Amendment, Certificate of Elimination, Series A Preferred Stock, Material Modifications to Rights of Security Holders, +2 more

6 terms

Certificate of Amendment regulatory

"filed an amendment (the “Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Certificate of Elimination regulatory

"the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Delaware SOS"

Series A Preferred Stock financial

"with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Material Modifications to Rights of Security Holders regulatory

"Item 3.03 Material Modifications to Rights of Security Holders"

Emerging growth company regulatory

"Emerging growth company Item 3.03 Material Modifications"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Third Amended and Restated Certificate of Incorporation regulatory

"to the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”)"

Understanding 8-K Material Events →

05/29/2026 - 04:05 PM

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 27, 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 3.03 Material Modifications to Rights of Security Holders

On May 27, 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 312,285,439 shares to 452,813,887 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 24,087,265 shares to 34,926,534 shares, increasing the total number of authorized shares of FFAI Common Stock and FFAI Preferred Stock from 336,372,704 shares to 487,740,421 shares. The filing of the Certificate of Amendment was authorized by the stockholders of the Company at the Company’s annual meeting of stockholders, which was held on May 22, 2026 (the “Annual 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 May 27, 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 Annual 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.

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)

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 29, 2026	By:	/s/ Koti Meka
	Name:	Koti Meka
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What capital structure change did Faraday Future (FFAI) disclose in this 8-K?

Faraday Future increased its authorized share capital through a charter amendment. Authorized common stock rose to 452,813,887 shares and preferred stock to 34,926,534 shares, expanding total authorized shares to 487,740,421 for potential future use.

How many authorized common shares does Faraday Future (FFAI) now have?

Faraday Future now has 452,813,887 authorized common shares. This is an increase from 312,285,439 authorized common shares and provides additional capacity for potential future equity or financing transactions using common stock.

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. The single designated share was eliminated and reverted to being an authorized but unissued, non-designated preferred share under the charter.

Does this Faraday Future (FFAI) 8-K announce any immediate stock issuance?

The 8-K updates Faraday Future’s charter to expand authorized shares but does not itself announce a specific stock issuance. It creates capacity for possible future issuances, with any actual transactions requiring separate disclosure when undertaken.

What are Faraday Future’s listed securities and warrant exercise price?

Faraday Future lists Class A common stock and redeemable warrants on Nasdaq. The warrants are exercisable for Class A common shares at an exercise price of $110,400.00 per share, as disclosed in the security information section.

Filing Exhibits & Attachments

6 documents

Faraday Future (NASDAQ: FFAI) raises authorized common and preferred stock

Rhea-AI Filing Summary

Positive

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