Faraday Future Intelligent Electric Inc. filed a Form 8-K on October 26, 2026, reporting the October 23, 2026 completion of the sale of its robotics business to FF EAI Robotics Ecosystem Inc. (FFR) for an aggregate purchase price based on a $200,000,000 valuation.

Key Highlights

  • Closing date: The sale of the Robotics Business to FFR was completed on October 23, 2026, pursuant to a Transaction Agreement dated October 12, 2026.
  • Purchase price structure: The aggregate consideration was $200,000,000 multiplied by one minus the quotient of outstanding FF Robotics options divided by total fully diluted shares, according to the filing.
  • Shares issued: FFR issued 1,315,313 shares of FFR Common Stock and 65,475 shares of newly designated non-voting convertible preferred stock to the Cayman Seller at closing, representing 66,790,313 shares on an as-converted basis at a price of $2.246 per share.
  • Related-party transaction: The filing states that FFR was controlled by the Company prior to closing, making the transactions related-party transactions; they were approved by a special committee of independent and disinterested directors.
  • Lock-up period: Each Seller Party agreed not to offer, sell, pledge, hedge, or otherwise dispose of the Purchaser Stock Consideration for 18 months following the October 23, 2026 closing, without prior written consent of the FFR Special Committee.
  • FFGP control: Under the Amended and Restated Lead Investor Agreement, FF Global Partners LLC (FFGP) was granted proxies such that it holds more than 50% of the voting power for the election of FFR's directors, qualifying FFR as a "controlled company" under Nasdaq rules.
  • Option exchange ratio: Each outstanding FF Robotics Option was assumed by FFR and converted into an option to purchase FFR Common Stock at an exchange ratio of 0.89, on the same vesting and other terms.

Faraday Future Divests Robotics Unit in Related-Party Transaction With FFR

According to the filing, Faraday Future Intelligent Electric Inc. (NASDAQ:FFAI) and Smart Technology Holdings Ltd., a Cayman Islands subsidiary of the Company (together, the "Seller Parties"), completed the sale of the Robotics Business to FF EAI Robotics Ecosystem Inc. (FFR) on October 23, 2026. Prior to closing, the Robotics Business, together with all related assets, intellectual property, data, contracts, employees, and liabilities, was contributed to FF Robotics and its subsidiaries through an internal restructuring. At closing, FFR acquired all issued and outstanding shares of FF Robotics from the Cayman Seller in an equity exchange, after which FF Robotics merged with and into FFR's wholly owned subsidiary, Merger Sub.

The filing discloses that the aggregate purchase price formula resulted in FFR issuing 1,315,313 shares of FFR Common Stock and 65,475 shares of newly designated non-voting convertible preferred stock to the Cayman Seller. Each share of FFR Preferred Stock is convertible into 1,000 shares of FFR Common Stock. The filing states that each share of FFR Preferred Stock "carries no discount, interest, preferential dividend, redemption right or other special economic rights." Conversion of the preferred stock and exercise of related voting rights are contingent on FFR obtaining stockholder approval as required by applicable Nasdaq Listing Rules, including Rules 5635(a), (b), and (d).

The filing further discloses that Yueting Jia, Chief Executive Officer of the Company, and Jiawei Wang, Global Executive Chairman, are parties to both the Support Agreement and the Amended and Restated Lead Investor Agreement, and entered into employment agreements with FF Robotics as a condition to closing. The Transaction Agreement and the transactions were approved by the Company's board of directors upon the recommendation of a special committee of independent and disinterested directors, and by FFR's board upon recommendation of the FFR Special Committee, which received a fairness opinion from its financial advisor. The parties intend that the equity exchange and merger, taken together, qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

What Was Disclosed

The 8-K reports the October 23, 2026 completion of Faraday Future's sale of its robotics business to FFR for consideration based on a $200,000,000 valuation, paid in FFR Common Stock and convertible preferred stock, subject to an 18-month lock-up and pending FFR stockholder approval for preferred conversion rights.