false
0001805521
0001805521
2026-09-23
2026-09-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
September 23, 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 Ave. |
|
|
| 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 |
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.
On September 23, 2026, Faraday Future Intelligent
Electric Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), announced a long-term employee
equity incentive plan at its indirect, majority-owned robotics subsidiary, FF EAI Robotics Inc. (“FF Robotics”). FF Robotics
will allocate approximately 25% of the capitalization of FF Robotics on a fully diluted basis as the FF EAI Robotics Inc. 2026 Equity
Incentive Plan (the “Plan”) to provide long-term equity incentives for the Company’s core management team, key leaders,
and key employees (each, an “Award”). On September 22, 2026, several executive officers of the Company were awarded the following
Awards of stock options in FF Robotics:
| ● | YT Jia, the Company’s founder and Global Chief Executive
Officer, received an award of 10,000,000 stock options. |
| ● | Jaiwei Wang, the Company’s Global Executive Chairman,
received an award of 1,974,000 stock options. |
| ● | Xiao Jiang, the Company’s Vice President of Human Resources,
received an award of 690,000 stock options. |
Each Award has been granted under the Plan, a
copy of which is attached hereto as Exhibit 10.1 and is subject to the terms and conditions set forth in an Award agreement with the respective
individual, a form of which is attached hereto as Exhibit 10.2. Each Award of stock options to the foregoing officers vests over four
years, with 25% of the Award vesting on the 6-month anniversary of the Vesting Commencement Date of September 22,2026, and the remaining
75% of the Award vesting 36 monthly installments, the first of which vests on the first anniversary of the Vesting Commencement Date and
each of the remaining 35 vesting on the same day of each succeeding calendar month. The Awards have an exercise price set at the fair
market value per a 409A independent valuation at the date of grant. Each Award of stock options may be exercised only for stock of FF
Robotics.
The Plan authorizes the grant of equity in FF
Robotics to directors, officers, other employees, consultants, independent contractors and agents of FF Robotics and its affiliates.
The foregoing descriptions of the Plan and the
Awards are qualified entirely by reference to the Plan and form of stock options Award agreement, copies of which are filed as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On September 23, 2026, the Company issued a press
release with respect to the Plan and the Awards disclosed under Item 5.02 above. A copy of such press release is furnished hereto as Exhibit
99.1 and incorporated herein by reference.
The information in this Item 7.01 of this Current
Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current
Report on Form 8-K:
| No. |
|
Description of Exhibits |
| 10.1 |
|
FF EAI Robotics, Inc. Equity Incentive Plan. |
| 10.2 |
|
Form of Award Agreement under the Equity Incentive Plan. |
| 99.1 |
|
Press Release dated September 23, 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: September 24, 2026 |
By: |
/s/ Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Faraday Future Announces
FF EAI Robotics’ Employee Incentive Plan to Allocate Approximately 25% of Its Outstanding
Shares for Stock Options for Its Core
Team, Aiming to Establish an Industry-First Partnership Model
| ● | The
long-term equity incentive plan is designed to align the interests of the core team with FF and its stockholders. FF aims to build the
world’s only “One-Brain Multi-Form Multi-Capability” FF EAI Robot World, with Version 2.0 now complete. |
| ● | FF
believes it has become the U.S. robotics company with the most complete range of robot forms, the broadest size coverage and the largest
number of robot models. |
Los Angeles, CA (September 23, 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 long-term employee equity incentive plan at its robotics subsidiary, FF
EAI Robotics Inc. (“FFR”). FF EAI Robotics is allocating approximately 25% of the capitalization of FF EAI Robotics on a fully
diluted basis as the 2026 Equity Incentive Plan to provide long-term equity incentives for the Company’s core management team, key
leaders, and key employees. The proposed plan is intended to further strengthen FF’s robotics strategy and help FF EAI Robotics
establish a partnership model in the robotics industry. Such equity of FFR is not convertible to equity of FFAI.
“The equity incentive plan is intended to create a long-term
incentive and value-sharing mechanism,” said YT Jia, Founder and Global CEO of FF. “By linking the core team’s long-term
interests to the growth of our robotics business and enterprise value, we aim to align the interests of our team, the Company and our
stockholders. We believe this will encourage a partnership mindset, sustained commitment and long-term value creation.”
FF EAI Robot World 2.0 Now Complete with 11 Models and 24 Products
FF aims to build the world’s only “One-Brain Multi-Form
Multi-Capability” FF EAI Robot World. Its “Four-Core Full-Stack AI” ecosystem is taking shape, and Robot World 2.0 is
complete. Spanning three robot forms, five series, 11 models and 24 products, FF believes its lineup offers the most complete range of
robot forms, broadest size coverage and most models of any U.S. robotics company—providing industries and users with an EAI Brain,
solutions and data across those forms.
At its 919 FF EAI Robotics “Four-Core Full-Stack AI” Ecosystem
New Product Series Launch, FF launched nine EAI Device configurations across two robot forms, three series and five models: FF All-New
Futurist, FF Master Mini, FX Aegis Hyper, FX Aegis Mega and FX Aegis Classic Ultra-W. All nine are now available for sale and delivery.
FF also launched four Industry Productivity Solutions for K-12 Education, Research, Security and Inspection.
Long-Term Equity Incentive Plan Designed to Maximize Value for FF
Stockholders
FF believes the global robotics industry is at a pivotal stage in its
transition from technology validation to large-scale commercial deployment. Against this backdrop, the long-term equity incentive plan
is intended to help FF EAI Robotics attract, retain and motivate the talent needed to advance FF’s robotics strategy.
Equity incentives are widely used by AI and technology companies to
attract and retain key talent and align employees’ long-term interests with those of stockholders. FF believes the plan has four
strategic benefits:
First, for FF stockholders, the plan is intended to maximize long-term
stockholder value. By linking the core team’s incentives to the growth of the robotics business, FF aims to strengthen operating
efficiency and value creation while keeping stockholder interests at the forefront.
Second, for the Company, the plan is expected to strengthen its ability
to attract and retain top talent, encourage an entrepreneurial and partnership-oriented culture, and build the team needed to compete
in the robotics industry.
Third, for core management, key leaders and key employees, equity incentives
would give them an opportunity to share in the long-term value they help create. FF expects this to encourage greater commitment, creativity,
and execution.
Finally, for the industry, FF EAI Robotics aims to become the first
robotics company to implement a partnership model, offering an example of how long-term talent incentives can strengthen organizational
capabilities across the robotics sector.
ABOUT FARADAY FUTURE
Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem
company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two
major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots.
By building a “Four-Core Full-Stack AI” ecosystem comprising the EAI Brain and Developer Platform, EAI Devices, Industry Productivity
Solutions and the EAI Data Factory, FF aims to create an evolutionary flywheel: scaled device delivery, data collection and training,
continuous evolution of the EAI Brain, stronger product capabilities, and even larger-scale delivery and deployment. Through this flywheel,
FF seeks to maximize its commercial value and advance the development of Physical AI.
For more information,
please visit Faraday Future’s official website: 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 “estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” 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
Faraday Future Intelligent Electric Inc.’s (the “Company’s”) “Bridge Strategy,” the Company’s
growth strategy, FF EAI Robotics Inc.’s 2026 Employee Incentive Plan, including the allocation of 25% of FF EAI Robotics Inc.’s
capitalization on a fully diluted basis for long-term equity incentives and the anticipated benefits of the plan, fundraising activities
and prospects, the development of markets in which the Company operates or seeks to operate, the production and delivery of the FF 91,
the Faraday X (FX) brand, and future compliance with Nasdaq listing requirements, are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are
outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. These forward-looking statements speak only as of the date of this press release, and the Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change
in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement
is based.
Important factors that may affect actual results or outcomes include,
among others: the ability of FF EAI Robotics Inc. to obtain any required approvals for, finalize and implement the proposed 2026 Employee
Incentive Plan; the potential effects of stock option awards on the Company’s ownership interest in FF EAI Robotics Inc.; whether
the plan will attract, retain and motivate key personnel or deliver its anticipated benefits; 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; the willingness
of convertible debt investors to fund the Company; 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 ability of the Company to build an
EAI education ecosystem that serves both the B2C consumer market and the B2B institutional education market; the acceptance by teachers
and students of the Company’s robotics products in the education market; the ability of the Company to expand into additional markets
for its robotics products; the Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance
on Chinese OEMs for all of its robotics products; the possibility of the federal government banning imports of Chinese 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 them 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 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 the expected results; circumstances outside of the Company’s control,
such as natural disasters, climate change, health epidemics, 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; the Company’s ability 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-Q for the quarter ended June 30,
2026, filed with the SEC on August 13, 2026; the Company’s Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on
May 14, 2026; the Company’s Form 10-K filed with the SEC on March 31, 2026; and other documents filed by the Company from time to
time with the SEC.
