FSR Fisker Inc

Convertible Note Offering

On August 17, 2021, Fisker Inc. (“Fisker”) completed its previously announced private offering of $625,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2026 (the “notes”). The notes were issued pursuant to, and are governed by, an Indenture, dated as of August 17, 2021 (the “Indenture”), between Fisker and U.S. Bank National Association, as trustee. The notes were sold under a purchase agreement (the “Purchase Agreement”), dated as of August 12, 2021, entered into by and between Fisker and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (the “Initial Purchasers”). The aggregate principal amount of the notes sold in the offering was $625,000,000. Fisker also granted the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date the notes are first issued, up to an additional $100,000,000 aggregate principal amount of the notes.

The notes are Fisker’s senior unsecured obligations and will rank senior in right of payment to Fisker’s future indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment with Fisker’s future unsecured indebtedness that is not so subordinated, effectively junior in right of payment to any of Fisker’s future senior secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally junior to all indebtedness and other liabilities (including trade payables) of Fisker’s subsidiaries.

The notes will accrue interest payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2022, at a rate of 2.50% per year. The notes will mature on September 15, 2026 (the “Maturity Date”), unless earlier converted, redeemed or repurchased by Fisker.

The notes are convertible into shares of Fisker’s Class A common stock (the “Common Stock”) at an initial conversion rate of 50.7743 shares of Common Stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $19.70 per share of Common Stock). The initial conversion price represents a premium of approximately 30% over the last reported sale price of the Common Stock on August 12, 2021, which was $15.15 per share. The conversion rate will be subject to adjustment upon the occurrence of certain events prior to the Maturity Date. Fisker will increase the conversion rate for a holder who elects to convert its notes in connection with certain corporate events or Fisker’s delivery of a notice of redemption, as the case may be, in certain circumstances as provided in the Indenture.

Before June 15, 2026, the notes will be convertible at the option of the noteholders only if specific conditions are met. On or after June 15, 2026 until the close of business on the second scheduled trading day immediately before the Maturity Date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of Common Stock or a combination thereof, at Fisker’s election.

The notes will be redeemable, in whole or in part, at Fisker’s option at any time, and from time to time, on or after September 20, 2024 and before the 41st scheduled trading day immediately before the Maturity Date, but only if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Fisker provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

In addition, if Fisker delivers a notice of redemption, the conversion rate applicable to the conversion of a note called for redemption (or deemed called) during the related redemption period will be increased in certain circumstances.

Fisker estimates that the net proceeds from this offering, after deducting the Initial Purchasers’ discount and estimated offering expenses, will be approximately $616.2 million (or approximately $714.9 million if the Initial Purchasers exercise their option to purchase additional notes in full). Fisker intends to allocate an amount equal to the net proceeds from the offering of the notes to finance or refinance, in whole or in part, one or more new or existing “eligible green projects” of Fisker, including PEAR program development, battery pack assembly and potential localization, the furtherance of new model

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development and technology development. Pending such allocation of net proceeds to eligible green projects, Fisker intends to use the net proceeds from the offering to fund the cost of the capped call transactions described below and for working capital and general corporate purposes.

The foregoing description is qualified in its entirety by the full text of the Indenture, a copy of which is attached hereto as Exhibit 4.1. The terms of the Indenture, including the form of the notes attached hereto as Exhibit 4.2, are incorporated herein by reference.

Fisker used approximately $90.6 million of the net proceeds from the offering of the notes to pay the cost of the Capped Call Transactions. If the initial purchasers exercise their option to purchase additional notes, pending such allocation of net proceeds to eligible green projects, Fisker intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions.

The foregoing description is qualified in its entirety by the full text of form of confirmation for the Capped Call Transactions, a copy of which is attached hereto as Exhibit 99.1. The terms of the form of confirmation for the Capped Call Transactions are incorporated herein by reference.