FFIE Faraday Future Intelligent Electric Inc. - 8-K

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.

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Cover Page Interactive Data File (embedded within the Inline XBRL document)

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