Faraday Future Intelligent Electric Inc.: agrees to sell robotics business

What happened

• The company reported that on Oct 12, 2026 it entered into a Transaction Agreement with Smart Technology Holdings Ltd. (the Cayman Seller), FFR, FF EAI Robotics Inc. (FF Robotics) and FFR Acquisition Sub LLC (Merger Sub) to sell the Company’s robotics business.
• The agreed process calls for an internal restructuring to move the robotics business into FF Robotics, an equity exchange in which FFR will acquire all issued and outstanding shares of FF Robotics, and an immediate merger of FF Robotics into Merger Sub. The parties intend that the Equity Exchange and the Merger qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code.

Key details

• The base Purchase Price is $200,000,000, subject to reduction by multiplying by one minus the quotient of outstanding FF Robotics option shares divided by fully diluted FF Robotics shares.
• At the Closing, FFR will issue to the Cayman Seller 1,317,949 shares of FFR common stock and 65,427 shares of a newly designated non-voting convertible preferred stock; the Purchaser Stock Price is $2.246 per share on an as-converted basis.
• FFR will assume outstanding FF Robotics options at an exchange ratio of 0.89; FFR agreed to file a registration statement on Form S-8 for the issuable shares. FFR stockholder approval is required for issuance beyond authorized amounts and for conversion rights, and FFR will seek that approval at a special meeting.
• Additional terms include a Seller lock-up for 18 months after Closing, Seller non-compete and non-solicit covenants for 2 years (with limited exceptions), a concurrent private placement of up to $30,000,000 (not a closing condition), and a termination right if the Closing does not occur on or before Dec 31, 2026.

Why it may matter

• This Form 8-K reports Item 1.01 (entry into a material definitive agreement) describing the Transaction Agreement and related agreements (including a Lock-up Agreement, Support Agreement, Amended and Restated Lead Investor Agreement, and Transition Services Agreement). The filing also includes disclosures under Item 2.03 and Item 3.02 and furnishes a press release and investor presentation under Item 7.01. The filing does not show why the insider traded or why the company acted.