Faraday Future Intelligent Electric Inc. filed a Form 8-K on November 6, 2026, disclosing that on November 4, 2026, it sold one share of newly designated Series A Preferred Stock to its Executive Chairman, Jiawei Wang, for $100.00, primarily to facilitate a potential reverse stock split vote.

Key Highlights

  • Single share sold: The company issued exactly one (1) share of Series A Preferred Stock to Executive Chairman Jiawei Wang for a purchase price of $100.00, with closing completed on November 4, 2026.
  • Voting power: The one share of Series A Preferred Stock carries 500,000,000 votes, but may only be used on the Reverse Stock Split Proposal.
  • Mirror voting mechanism: The Purchaser agreed to cast the votes of the Series A Preferred Stock in the same proportion as shares of Common Stock are voted for and against the Reverse Stock Split Proposal, excluding abstentions and non-votes.
  • Quorum condition: The Series A Preferred Stock votes may not be cast unless at least one-third (1/3rd) of the outstanding shares of Common Stock, Series B Preferred Stock, and Series C Convertible Preferred Stock are present in person or by proxy at the relevant stockholder meeting.
  • No conversion, no dividends: According to the filing, the Series A Preferred Stock is not convertible into any other class or series of stock, and is not entitled to receive dividends.
  • Liquidation preference: Upon a liquidation or winding up, the holder of the Series A Preferred Stock is entitled to receive $100.00 before any payment is made to holders of Common Stock.
  • Transfer restrictions: The Series A Preferred Stock may not be transferred prior to stockholder approval of the Reverse Stock Split Proposal without prior written consent of the Board.

Faraday Future's Series A Preferred Stock: Structure and Effect on Reverse Split Vote

According to the filing, Faraday Future Intelligent Electric Inc. (NASDAQ:FFAI) entered into a Purchase Agreement with Jiawei Wang, the company's Executive Chairman, on November 4, 2026. Under that agreement, the company agreed to issue and sell one (1) share of newly designated Series A Preferred Stock, par value $0.0001 per share, for a purchase price of $100.00. The sale was exempt from Securities Act registration under Section 4(a)(2), and Wang is described in the filing as an "accredited investor."

The filing discloses that the single share carries 500,000,000 votes, but those votes are restricted exclusively to the Reverse Stock Split Proposal, defined as any Board-approved proposal submitted to stockholders to combine outstanding shares of Common Stock into a smaller number at a specified ratio. The share's votes must mirror the proportional votes cast by holders of Common Stock, excluding abstentions and non-votes. The filing notes that prior to the issuance of the Series A Preferred Stock, abstentions and non-votes would have had the same effect as a vote against the Reverse Stock Split Proposal, but following the issuance, the mirror-voting mechanism means abstentions and non-votes "will have no effect on the manner in which the Series A Preferred Stock votes are cast," according to the filing.

The Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on November 4, 2026, and became effective upon filing. The filing further states that upon stockholder approval of the Reverse Stock Split Proposal, the Series A Preferred Stock will have no further voting rights, and the share carries a liquidation preference of $100.00, payable before any distribution to holders of Common Stock.

What Was Disclosed

The company disclosed the sale of one share of Series A Preferred Stock to its Executive Chairman for $100.00, the terms of that share's 500,000,000-vote mirror-voting mechanism tied solely to a potential reverse stock split proposal, and the filing of a Certificate of Designation with the State of Delaware on November 4, 2026.