Faraday Future Intelligent Electric (Nasdaq: FFAI) expands Series B preferred stock

Rhea-AI Filing Summary

Faraday Future Intelligent Electric Inc. filed a Form 8-K describing changes to its capital structure related to its Series B preferred stock. On August 21, 2025, the company filed Amendment No. 1 to the Certificate of Designation for its Series B Preferred Stock with the Delaware Secretary of State. This amendment designates an additional 3,000,000 shares of the company’s preferred stock as Series B Preferred Stock, with the previously disclosed preferences, rights, and limitations remaining unchanged. After the issuance of the Series B Preferred Stock, holders of the company’s Class A common stock and the Series B Preferred Stock will vote together as a single class on all matters submitted to stockholders.

Insights

Equity structure and governance analyst

Faraday Future adds 3,000,000 Series B preferred shares with unchanged terms and joint voting.

Faraday Future Intelligent Electric Inc. has expanded its Series B Preferred Stock designation by 3,000,000 shares through an amendment filed on August 21, 2025. The amendment keeps all previously disclosed preferences, rights, and limitations of the Series B series unchanged, indicating this move primarily increases the capacity of that class rather than altering its economic or control features.

The filing also states that, following issuance of the Series B Preferred Stock, holders of Class A common stock and Series B Preferred Stock will vote together as a single class on all matters submitted to stockholders. This unified voting structure means future stockholder decisions will reflect the combined voting power of both classes, with the eventual impact depending on how many Series B shares are actually issued and who holds them.

Subsequent company disclosures that quantify issued and outstanding Series B shares, and any related financing activity under the securities purchase agreement referenced from July 14, 2025, will provide clearer insight into how this expanded designation affects ownership and voting dynamics.

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.

Understanding 8-K Material Events →

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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): August 21, 2025

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 Modification to Rights of Security Holders.

The disclosure included in Item 5.03 related to the Series B Certificate of Designation (as defined below) is incorporated into this Item 3.03 by reference. Following the issuance of the Series B Preferred Stock (as defined below), the stockholders of shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) and the shares of Series B Preferred Stock (as defined below), will vote together as a single class on all matters submitted to a vote of the Company’s (as defined below) stockholders.

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

Amendment to the Certificate of Designation for the Series B Preferred Stock

As previously reported on July 16, 2025, on July 14, 2025, Faraday Future Intelligent Electric, Inc. (the “Company”) entered into that certain securities purchase agreement, dated as of July 14, 2025, by and among the Company and the purchasers signatory thereto (the “SPA”) pursuant to which the Company agreed to issue, among other things, shares of a class of the Company’s authorized and unissued series B preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”). In connection with the initial closing under the SPA, on August 21, 2025, Faraday Future Intelligent Electric, Inc. (the “Company”) filed an amendment No.1 (the “Amendment”) to the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Certificate”) with the Secretary of State of the State of Delaware. The Amendment designates another 3,000,000 shares of the Company’s preferred stock to be the Series B Preferred Stock, and the preferences, rights and limitations remain unchanged, which was summarized and disclosed in the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2025, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment No.1 to the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1 

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: August 22, 2025	By:	/s/ Koti Meka
	Name:	Koti Meka
	Title:	Chief Financial Officer

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FAQ

What did Faraday Future Intelligent Electric Inc. change in this 8-K filing?

The company filed Amendment No. 1 to the Certificate of Designation for its Series B Preferred Stock, designating an additional 3,000,000 shares of preferred stock as Series B while leaving the existing preferences, rights, and limitations unchanged.

How many additional Series B Preferred Stock shares were designated by Faraday Future?

Faraday Future designated an additional 3,000,000 shares of its preferred stock as Series B Preferred Stock under Amendment No. 1 to the Certificate of Designation.

How will Faraday Future’s Series B Preferred Stock vote relative to Class A common stock?

After the issuance of the Series B Preferred Stock, holders of Class A common stock and Series B Preferred Stock will vote together as a single class on all matters submitted to the company’s stockholders.

Did Faraday Future change the rights or preferences of the Series B Preferred Stock?

No. The filing states that while another 3,000,000 shares were designated as Series B Preferred Stock, the preferences, rights and limitations remain unchanged from what was previously disclosed on April 9, 2025.

What prior agreement is related to Faraday Future’s Series B Preferred Stock?

The Series B Preferred Stock is issued under a securities purchase agreement dated July 14, 2025, under which the company agreed to issue, among other things, shares of Series B Preferred Stock to the purchasers signatory to that agreement.

Which exhibit in the 8-K contains the details of the amendment to Faraday Future’s Series B Preferred Stock?

Exhibit 3.1 contains Amendment No. 1 to the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock.