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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.
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: February 20, 2026 |
By: |
/s/
Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
