EQS-Adhoc: ARI Motors Industries SE: signs term sheet with Faction Technology, Inc. for further development of ARVIA SE – ARI’s stake increases to 40% – Concrete operational implementation and initial production

Ad-hoc disclosure pursuant to Article 17 MAR (EN)

ARI Motors Industries SE signs term sheet with Faction Technology, Inc. for further development of ARVIA SE – ARI’s stake increases to 40% – Concrete operational implementation and initial production planning for 2026

Borna near Leipzig, January 15, 2026 – ARI Motors Industries SE (“ARI”) has signed a term sheet with Faction Technology, Inc., San Francisco (USA), regarding the further development of the joint special purpose vehicle ARVIA SE.

The executed term sheet materially specifies and supersedes the memorandum of understanding published on November 18, 2025. Following structural adjustments, ARVIA SE will consist of ARI and Faction. As a result, ARI’s planned equity participation in ARVIA SE increases from 25% to 40% upon completion of Faction’s contribution. Until such contribution becomes effective, ARI continues to hold 100% of the shares in ARVIA SE.

The contribution of Faction’s operating assets, technology and intellectual property into ARVIA SE is subject to a minimum funding condition of EUR 8 million in binding financing commitments. The contribution will only become effective upon satisfaction of this condition.

Operationally, the parties have agreed on a phased transfer of know-how relating to autonomous driving and fleet management technology from Faction to the ARI group. Faction will deploy technical teams to support the integration of its hardware and software systems into ARI vehicle platforms. In parallel, ARI is expected to gradually support the further development and scaling of the software architecture.

Based on current planning, the parties expect the production and delivery of up to 200 autonomous delivery vehicles in 2026 from ARI’s European manufacturing facilities for existing Faction customer programs in the United States. The expected revenue volume from these vehicles exceeds EUR 5 million.

Thomas Kuwatsch, CEO of ARI Motors Industries SE, stated:

“The execution of the term sheet and the streamlined structure significantly strengthen ARI’s economic position within ARVIA SE. The increased equity stake and the concrete operational roadmap underline the scalability of this partnership.”

Ain McKendrick, CEO of Faction Technology, Inc., added:

“ARI’s proven expertise in vehicle industrialization, customization and regulatory execution in Europe is a key enabler for integrating and scaling our autonomous technology into market-ready vehicles.”

With this agreement, both partners lay the foundation for the next phase of development of ARVIA SE and create the conditions for a successful market launch of autonomous commercial vehicles in 2026.

ARI Motors Industries SE considers the aforementioned developments to be potentially price-sensitive.

For further information, please contact:

ARI Motors Industries SE

Thomas Kuwatsch

Phone: 0049 341 978 569 33

E-Mail: invest@ari-motors.com

Internet: www.ari-motors.com

2260346  15-Jan-2026 CET/CEST