In July 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”). The 2021 Plan allows the Board to grant up to 5,164 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Class A Common Stock to employees, directors, and non-employees. The number of shares of Class A Common Stock available under the 2021 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2024, and continuing until (and including) the calendar year ending December 31, 2031.

Annual increases are equal to the lesser of (i) 5 percent of the number of shares of Class A Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board.

As of the effective date of the 2021 Plan, no further stock awards have been or will be granted under the EI Plan or STI Plan (defined below).

At the annual meeting of stockholders held on July 31, 2024, the Company’s stockholders approved (among other proposals) an amendment to the 2021 Plan to increase the number of shares of Class A Common Stock available for issuance under the 2021 Plan by an additional 2,206,324 shares, subject to proportionate adjustment for stock splits and similar events as provided in the 2021 Plan.

At the stockholder’s meeting held September 19, 2025, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2021 Stock Incentive Plan in order to increase the number of shares of FFAI Class A Common Stock available for issuance under the 2021 Plan by an additional 9.5 million shares. The intent of this increase is to bring authorized shares under the 2021 Plan close to industry level. As of December 31, 2025, and 2024 the Company had 260,075 and 530,131 shares of Class A Common Stock available for future issuance under the 2021 SI Plan.

As of December 31, 2025, the total unrecognized stock-based compensation expense for stock options granted under the 2021 Plan was less than $0.1 million, which is expected to be recognized over a weighted average period that is less than 1.00 year. Most options granted under the 2021 Plan vest over a four-year period and are contingent upon the grantee’s continued service.

The total grant date fair value of options vested during the years ended December 31, 2025, and 2024 was less than $0.1 million and $2.0 million, respectively.


(dollars in thousands except weighted average exercise price)	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2023	798	$	19,885.20	8.74	$	5,351


Expired/forfeited	(390)	$	20,794.36
Outstanding as of December 31, 2024	408	$	21,156.47	7.59	$	8,317


Expired/forfeited	(24)	$	19,176.00
Outstanding as of December 31, 2025	384	$	21,280.25	6.60	$	—

Exercisable as of December 31, 2025	315	$	21,774.93	6.59	$	—

The total grant date fair value of RSUs vested during ended December 31, 2025, and 2024 was $0.5 million and $8.4 million, respectively.


(dollars in thousands except weighted average fair value)	Shares	Weighted Average Fair Value
Outstanding as of December 31, 2023(1)	2,885	$	3,784.80
Granted	1,797,111	$	3.72
Released	(1,322,382)	$	1.31
Forfeited	(37,207)	$	2.32
Outstanding as of December 31, 2024	440,407	$	3.61
Granted	441,177	$	1.69
Released	(263,311)	$	4.35
Forfeited	(170,909)	$	2.93
Outstanding as of December 31, 2025	447,364	$	2.05

On February 1, 2018, the Board adopted the Equity Incentive Plan (“EI Plan”), under which the Board authorized the grant of up to 4,416 incentive and nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors and non-employees.

On the closing date and in connection with the Business Combination, each of the Legacy FF’s outstanding options under the EI Plan immediately prior to the closing of the Business Combination remained outstanding and converted into the right to purchase the Company’s Class A Common Stock based on the Exchange Ratio.

The total grant date fair value of options vested during the years ended December 31, 2025, and 2024 was less than $0.1 million and $2.3 million, respectively.

As of December 31, 2025, there were no unrecognized stock-based compensation expense for stock options granted under the EI Plan.


(dollars in thousands except weighted average exercise price)	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2023	2,031	$	26,408.80	5.92	$	31,743


Expired/forfeited	(82)	$	28,973.01
Outstanding as of December 31, 2024	1,949	$	26,237.95	4.84	$	50,054


Expired/forfeited	(180)	$	25,209.72
Outstanding as of December 31, 2025	1,769	$	26,342.58	3.58	$	—

Exercisable as of December 31, 2025	1,753	$	26,277.84	3.56	$	—

On May 2, 2019, the Company adopted its Special Talent Incentive Plan (“STI Plan”) under which the Board may grant up to 1,472 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors, and non-employees.

The STI Plan does not specify a limit on the number of stock options that may be issued under the plan. Under the terms of the STI Plan, the Company is required to reserve and keep available a sufficient number of shares to satisfy the plan’s requirements. The Company no longer issues equity awards under this plan.

The total grant date fair value of options vested during the years ended December 31, 2025, and 2024 was less than $0.1 million and $7.8 million, respectively.

As of December 31, 2025, there were no unrecognized stock-based compensation expense for stock options granted under the STI Plan.


(dollars in thousands except weighted average exercise price)	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value




Outstanding as of December 31, 2023	564	$	60,169.20	6.64	$	16,318


Expired/forfeited	(77)	$	95,528.84
Outstanding as of December 31, 2024	487	$	52,893.32	5.50	$	25,481
Expired/forfeited	(56)	$	101,355.16
Outstanding as of December 31, 2025	431	$	46,596.66	4.87	$	—

Exercisable as of December 31, 2025	195	$	58,591.00	5.11	$	—

Effective April 23, 2025, the Company entered into an offer letter with Mr. Yueting Jia, under which he was appointed to serve as Global Co-CEO. In connection with his service, Mr. Jia is eligible to receive contingent equity awards if the Company achieves certain stock price or market capitalization milestones. These awards are made outside of the Company’s existing equity incentive plans.

•Phase 1: For every $5.00 increase in the Company's daily closing stock price or $700.0 million increase in market capitalization, measured from April 23, 2025, Mr. Jia is eligible to receive restricted stock units (RSUs) equal to 1% of the Company's outstanding shares at the time the milestone is achieved. Awards under this phase are capped at 5% of the Company’s outstanding shares.

•Phase 2: After reaching the 5% cap under Phase 1, Mr. Jia is eligible to receive additional RSUs for each $20.00 increase in stock price or $3.0 billion increase in market capitalization, again equal to 1% of outstanding shares per milestone, up to a cumulative total of 9% of outstanding shares.

To qualify for any award, the applicable stock price or market capitalization level must be sustained for at least 15 consecutive trading days. The effects of stock splits, dividends, mergers, or acquisitions are excluded from milestone calculations. There is no expiration date associated with achievement of the award. The award qualifies for equity accounting pursuant to the provisions of ASC 718, however, since the Company has insufficient authorized but unissued shares the award is presented as a liability within Accrued Expenses and Other Current Liabilities in the Consolidated Balance Sheet for the period ended December 31, 2025.

The fair value of Mr. Jia’s award at grant date was $10.3 million with an estimated total derived service period of 7.61 years, with expected milestone achievement dates between 2029 and 2032. As of December 31, 2025 the fair value of Mr. Jia’s award is $19.3 million with a remaining total derived service period of 6.44 years. The Company recognizes expense for Mr. Jia’s award using the accelerated attribution method.

Mr. Jia’s award was valued using a Monte Carlo simulation model based on a Geometric Brownian Motion framework. While Mr. Jia’s award is liability classified due to the Company’s insufficient authorized but unissued share reserves, the Company has made the election not to revise the estimated derived service period in connection with the periodic re-measurement of the award. Details on key assumptions and inputs used in valuing Mr. Jia’s award can be found at Note 15, Fair Value of Financial Instruments.

The Company began recognizing expense for Mr. Jia’s market-based awards, which are in addition to his annual equity plan, at the inception of the arrangement. The compensation expense recognized in the years ended December 31, 2025, and 2024 was $2.4 million and $0.0 million, respectively.

The following table presents stock-based compensation expense for all of the Company’s 2021 Plan, EI Plan, and STI Plan and awards outside these plans included in each respective expense category in the Consolidated Statements of Operations and Comprehensive Loss is as follows:



(in thousands)	2025		2024
Research and development	$	124	$	2,670
Sales and marketing	36		915
General and administrative	2,990		4,797
	$	3,150	$	8,382