Amendment: SEC Form 10-K/A filed by Xos Inc.

4/21/26 4:08:18 PM ET

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xos-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-39598

XOS, INC.

(Exact name of registrant as specified in its charter)


Delaware						98-1550505
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)


3550 Tyburn Street Los Angeles, CA						90065
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (818) 316-1890

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	XOS	Nasdaq Capital Market
Warrants, every thirty warrants exercisable for one share of Common Stock at an exercise price of $345.00 per share	XOSWW	Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒

The aggregate market value of the common stock held by non-affiliates of the registrant on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $13.0 million based on the closing price reported for such date on the Nasdaq Capital Market. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 26, 2026, there were approximately 11,982,627 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends Xos, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that was originally filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2025 (the “Original Form 10-K” and, as amended hereby, the “Report”). This Amendment No. 1 is being filed solely to:

•include language related to critical audit matters in the Report of Independent Registered Public Accounting Firm issued by our auditors and included in Part II, Item 8 of the Original Form 10-K that was inadvertently omitted from the Original Form 10-K;

•include the information omitted from Part III, Items 10, 11, 12, 13 and 14 of the Original Form 10-K in reliance upon General Instruction G(3) to Form 10-K; and

•delete the reference on the cover of the Original Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original Form 10-K.

In addition, we have filed new certifications of our principal executive officer and principal financial officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1 under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and a new consent of our Independent Registered Public Accounting Firm as an exhibit to this Amendment No. 1 under Item 15 for Part IV hereof.

No other changes have been made to the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.

TABLE OF CONTENTS


			Page
Part II
Item 8. Financial Statements and Supplementary Data			6
Part III
Item 10. Directors, Executive Officers and Corporate Governance			46
Item 11. Executive Compensation			56
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			67
Item 13. Certain Relationships and Related Transactions, and Director Independence			70
Item 14. Principal Accountant Fees and Services			72
Part IV
Item 15. Exhibits and Financial Statement Schedules			73
Signatures			77

PART II

Item 8. Financial Statements

Index to Consolidated Financial Statements


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)			7
Consolidated Balance Sheets			8
Consolidated Statements of Operations			9
Consolidated Statements of Stockholders' Equity			10
Consolidated Statements of Cash Flows			11
Notes to Consolidated Financial Statements			13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Xos, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Xos, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company incurred a net loss of $25.3 million and generated $5.4 million of cash from operating activities for the year ended December 31, 2025, and as of that date, the Company had total working capital of $26.2 million, including $14.0 million of cash and cash equivalents, and an accumulated deficit of $228.7 million. These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP

We have served as the Company's auditor since 2022.

Los Angeles, California

April 21, 2026

Xos, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except for par value per share)


	December 31,
	2025		2024
Assets
Cash and cash equivalents	$	14,040	$	10,996
Accounts receivable, net	6,035		26,870
Inventories	24,961		36,567
Prepaid expenses and other current assets	4,841		7,868
Total current assets	49,877		82,301
Property and equipment, net	4,320		6,111
Operating lease right-of-use assets, net	1,534		3,193
Other non-current assets	4,632		6,728
Total assets	$	60,363	$	98,333

Liabilities and Stockholders’ Equity
Accounts payable	$	2,473	$	8,931
Convertible debt, current	6,500		19,970
Other current liabilities	14,685		17,768
Total current liabilities	23,658		46,669
Common stock warrant liability	73		121
Other non-current liabilities	1,345		17,933
Convertible debt, non-current	12,000		—
Total liabilities	37,076		64,723
Commitments and contingencies (Note 15)
Stockholders’ Equity
Common Stock $0.0001 par value, authorized 1,000,000 shares, 11,403 and 8,046 shares issued and outstanding at December 31, 2025 and 2024, respectively	1		1
Preferred Stock $0.0001 par value, authorized 10,000 shares, 0 shares issued and outstanding at December 31, 2025 and 2024	—		—
Additional paid-in capital	252,026		237,029
Accumulated deficit	(228,740)		(203,420)
Total stockholders’ equity	23,287		33,610
Total liabilities and stockholders’ equity	$	60,363	$	98,333

The accompanying notes are an integral part of these consolidated financial statements

Xos, Inc. and Subsidiaries

Consolidated Statements of Operations

(in thousands, except per share amounts)


	Years Ended December 31,
	2025		2024
Revenues	$	45,992	$	55,961
Cost of goods sold	43,268		51,996
Gross profit	2,724		3,965

Operating expenses
General and administrative	24,797		35,083
Research and development	8,000		10,627
Sales and marketing	3,010		4,129
Total operating expenses	35,807		49,839
Loss from operations	(33,083)		(45,874)

Gain on operating lease termination	9,875		—
Other expense, net	(2,137)		(4,561)
Change in fair value of derivative instruments	48		274
Change in fair value of earn-out shares liability	—		39
Loss before provision for income taxes	(25,297)		(50,122)
Provision for income taxes	23		37
Net loss	$	(25,320)	$	(50,159)

Net loss per share
Basic	$	(2.71)	$	(6.69)
Diluted	$	(2.71)	$	(6.69)
Weighted average shares outstanding
Basic	9,360		7,500
Diluted	9,360		7,500

The accompanying notes are an integral part of these consolidated financial statements

Xos, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(in thousands)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Par Value










Balance at December 31, 2023	5,941	$	1	$	198,456	$	(153,261)	$	45,196
Stock options exercised	21	—		10		—		10
Stock based compensation expense	—	—		7,671		—		7,671
Issuance of common stock for vesting of restricted stock units	448	—		1		—		1
Shares withheld related to net share settlement of stock-based awards	(136)	—		(1,012)		—		(1,012)
Issuance of common stock for ElectraMeccanica acquisition	1,766	—		31,856		—		31,856
Issuance of common stock under Standby Equity Purchase Agreement	6	—		47		—		47
Net loss	—	—		—		(50,159)		(50,159)
Balance at December 31, 2024	8,046	$	1	$	237,029	$	(203,420)	$	33,610
Stock options exercised	—	$	—	$	—	$	—	$	—
Stock based compensation expense	—	—		7,407		—		7,407
Issuance of common stock for vesting of restricted stock units	1,082	—		—		—		—
Shares withheld related to net share settlement of stock-based awards	(322)	—		(1,021)		—		(1,021)
Issuance of common stock in at-the-market offering	730	—		2,402		—		2,402
Issuance of common stock for equipment lease termination	64	—		200		—		200
Issuance of common stock for settlement of accrued interest on convertible debt	1,803	—		6,009		—		6,009
Net loss	—	—		—		(25,320)		(25,320)
Balance at December 31, 2025	11,403	$	1	$	252,026	$	(228,740)	$	23,287

The accompanying notes are an integral part of these consolidated financial statements

Xos, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)


	Years Ended December 31,
	2025		2024
Operating Activities:
Net loss	$	(25,320)	$	(50,159)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation	2,183		3,343
Amortization of right-of-use assets	1,659		1,798
Amortization of debt discounts and issuance costs	30		50
Amortization of insurance premiums	2,430		2,834
Inventory reserves	(263)		2,940
Impairment of property and equipment and assets held-for-sale	564		4,823
Change in fair value of derivative instruments	(48)		(274)
Change in fair value of earn-out shares liability	—		(39)
Gain on operating lease termination	(9,875)		—
Stock-based compensation expense	7,407		7,710
Bad debt expense	2		962
Other non-cash items	1,068		(148)
Changes in operating assets and liabilities:
Accounts receivable	20,833		(12,690)
Inventories	10,895		(1,558)
Prepaid expenses and other current assets	(501)		(1,562)
Other assets	907		(2,654)
Accounts payable	(6,458)		5,406
Other liabilities	(148)		(9,577)
Net cash provided by (used in) operating activities	5,365		(48,795)

Investing Activities:
Proceeds from the disposal of assets held for sale	61		125
Purchases of property and equipment	—		(304)
Net cash acquired in acquisition of ElectraMeccanica Vehicles Corp	—		51,355
Net cash provided by investing activities	61		51,176

Financing Activities:
Principal payment for equipment leases	(1,973)		(2,347)
Proceeds from short-term insurance financing note	2,609		3,107
Payment for short-term insurance financing note	(2,899)		(2,830)
Payments on convertible notes	(1,500)		—
Stock option exercises	—		10
Taxes paid related to net share settlement of stock-based awards	(1,021)		(1,012)
Proceeds from sale of newly issued shares of common stock	2,402		—
Proceeds from issuance of Common Stock under Standby Equity Purchase Agreement	—		47
Net cash used in financing activities	(2,382)		(3,025)


Net increase (decrease) in cash, cash equivalents and restricted cash	3,044		(644)
Cash, cash equivalents and restricted cash, beginning of year	10,996		11,640
Cash, cash equivalents and restricted cash, end of year	$	14,040	$	10,996

Reconciliation of Cash, Cash Equivalents and Restricted Cash to Consolidated Balance Sheets:
Cash and cash equivalents	$	14,040	$	10,996
Total cash, cash equivalents and restricted cash	$	14,040	$	10,996

Supplemental disclosure of cash flow information
Cash paid for income taxes	$	51	$	17
Operating lease termination	$	(9,875)	$	—
Supplemental disclosure of non-cash investing and financing activities
Issuance of common stock for equipment lease termination	$	(200)	$	—
Settlement of accrued interest with shares of Xos common stock	$	(6,009)	$	—
Purchase of property and equipment in accounts payable	$	(30)	$	(35)
Net assets acquired in acquisition of ElectraMeccanica Vehicles Corp.	$	—	$	54,630
Xos common stock issued in exchange for ElectraMeccanica Vehicles Corp.	$	—	$	(31,856)

The accompanying notes are an integral part of these consolidated financial statements


Asset Category						Useful Life
Equipment						5 years
Finance leases						Shorter of the lease term or the useful lives of the assets
Vehicles						5 years
Leasehold improvements						Shorter of the lease term or the useful lives of the assets
Furniture and fixtures						5 years
Computers, internally developed software and related equipment						3 years


	December 31, 2025		December 31, 2024
Warranty liability, beginning of period	$	740	$	1,306
Reduction in liability (payments)	(1,664)		(1,616)
Increase in liability1	2,401		1,050
Warranty liability, end of period	$	1,477	$	740


(in thousands)	Balance Sheet Location	December 31, 2025		December 31, 2024
Lease receivable		$	572	$	2,528
Allowance for expected credit losses		—		(719)
Lease receivable, net	Prepaid expenses and other current assets	572		1,809
Less: current portion of lease receivable		(517)		(1,264)
Lease receivable, non-current	Other non-current assets	$	55	$	545


	Future Lease Receivables/Payments (in thousands)
Fiscal year	Sales-Type Leases		Operating Leases
2025	$	517	$	15
2026	38		—
2027	17		—
2028	—		—
Thereafter	—		—
Total lease payments	$	572	$	15


Purchase consideration (1)	$	(35,588)

Assets acquired
Cash and cash equivalents	$	50,240
Restricted cash	1,115
Prepaid expenses and other current assets	1,539
Other non-current assets	1,736
Total identifiable assets acquired	$	54,630

Liabilities assumed
Accounts payable	$	(804)
Other current liabilities (2)	(1,903)
Other non-current liabilities (2)	(16,335)
Total liabilities assumed	$	(19,042)

Net assets acquired and liabilities assumed	$	35,588


	December 31, 2025		December 31, 2024
Raw materials	$	16,367	$	24,943
Work in process	3,647		6,983
Finished goods	4,947		4,641
Total inventories	$	24,961	$	36,567


	December 31, 2025		December 31, 2024
Prepaid inventories	$	465	$	725
Prepaid expenses and other (1)	2,184		2,814
Lease receivable	517		1,264
Contract assets	—		1,099
Financed insurance premiums	1,076		1,315
Assets held for sale(2)	599		651


Total prepaid expenses and other current assets	$	4,841	$	7,868


	December 31, 2025		December 31, 2024
Security deposits(1)	$	338	$	1,873
Duty drawback receivable(2)	2,709		2,709
Lease receivable, non-current	55		545
Other non-current assets	1,530		1,601
Total other non-current assets	$	4,632	$	6,728


	December 31, 2025		December 31, 2024
Accrued expenses and other (1)	$	6,744	$	2,886
Accrued interest (2)	758		4,789
Accrued payroll (3)	2,004		2,079
Contract liabilities	—		260
Customer deposits	616		1,275
Warranty liability	1,477		740
Equipment notes payable, current(4)	—		377
Short-term insurance financing notes	958		1,280
Operating lease liabilities, current(5)	1,836		3,028
Finance lease liabilities, current(6)	292		1,054
Total other current liabilities	$	14,685	$	17,768


	December 31, 2025		December 31, 2024
Accrued interest expense and other(1)	$	958	$	635
Equipment notes payable, non-current(2)	—		224
Operating lease liabilities, non-current(3)	262		16,656
Finance lease liabilities, non-current	125		418
Total other non-current liabilities	$	1,345	$	17,933


	Years Ended December 31,
	2025		2024
Product and service revenue
Stepvans & vehicle incentives(1)	$	35,832	$	42,808
Powertrains & hubs(1)	7,170		8,740
Sales-type lease revenue	398		708
Other product revenue(2)	1,700		1,778
Total product and service revenue	45,100		54,034
Ancillary revenue	892		1,927
Total revenues	$	45,992	$	55,961


	Mandatory Prepayments
2026	$	6,500
2027	9,000
2028	3,000
Total	$	18,500


	Options	Weighted Average Fair Value		Weighted Average Exercise Price		Weighted Average Remaining Years	Intrinsic Value
December 31, 2024 — Options outstanding	1,669	$	0.54	$	0.60	4.80	$	4,404
Granted	—	—		—
Exercised	(406)	0.73		0.46			2,351
Forfeited	(52)	0.64		0.46			143
December 31, 2025 — Options outstanding	1,211	$	0.47	$	0.66	3.69	$	1,399
December 31, 2025 — Options vested and exercisable	1,211	$	0.47	$	0.66	3.69	$	1,399


	RSUs	Weighted Average Grant Date Fair Value		Aggregate Fair Value
December 31, 2024 — RSU outstanding	1,530,481	$	8.14	$	4,961,551
Granted	2,909,383	3.06		7,624,635
Vested	(1,070,228)	6.91		3,363,203
Forfeited	(273,569)	8.20		850,503
December 31, 2025 — RSU outstanding	3,096,067	$	3.79	$	5,605,441


		Years Ended December 31,
	Income Statement Location	2025		2024
Amortization	Cost of goods sold	$	91	$	945
Interest accretion on finance lease liabilities	Other expense, net	153		214
Total		$	244	$	1,159


	December 31, 2025
	Operating Leases		Equipment Finance Leases		Total
2026	1,990		317		2,307
2027	194		129		323
Thereafter	—		—		—
Total future minimum lease payments	$	2,184	$	446	$	2,630
Less: imputed interest	86		29		115
Present value of Lease Liabilities	$	2,098	$	417	$	2,515


	December 31, 2025		December 31, 2024
U.S.	$	(25,343)	$	(50,824)
Foreign	46		702
Loss before provision for income taxes	$	(25,297)	$	(50,122)


	December 31, 2025		December 31, 2024
Current:
Federal	$	—	$	—
State	23		37
Foreign	—		—
Total current income tax expense	$	23	$	37
Deferred:
Federal	$	—	$	—
State	—		—
Foreign	—		—
Total deferred income tax expense	—		—
Income tax expense	$	23	$	37


	December 31, 2025
	Amount		Percent
Tax provision at U.S. federal statutory rate	$	(5,323)	21.00	%
State and local income taxes (net of federal income tax effect)1	13		(0.05)
Tax credits	(598)		2.36
Change in valuation allowance	5,040		(19.92)
Nontaxable or nondeductible items
Stock compensation	859		(3.40)
Interest expense settled in stock	422		(1.67)
Other permanent items	37		(0.15)
Other reconciling items
Prior year true up	(469)		1.85
Other	42		(0.17)
Provision for income taxes	$	23	(0.09)	%


	December 31, 2025
US Federal	$	—
State
California	3
North Carolina	2
New Jersey	4
New York	6
Texas	20
Tennessee	8
Other States	8
Foreign
Canada	—
Other Foreign jurisdictions	—
Income taxes paid (net of refunds received)	$	51


	December 31, 2025		December 31, 2024
Deferred tax assets:
Net operating loss carryover	$	79,136	$	66,082
General business and other tax credits	10,472		9,077
Capitalized research and development	8,072		12,215
Intangible assets	1,835		2,038
Fixed assets	1,559		1,668
Lease liabilities	1,104		4,396
Stock based compensation	686		1,011
Business interest limitation	553		511
Inventories	1,627		2,426
Other non-current deferred tax assets	2,323		1,216
Subtotal	107,367		100,640
Valuation allowance	(106,460)		(99,401)
Total	$	907	$	1,239

Deferred tax liabilities:
Fixed assets	$	—	$	—
Operating lease right-of-use asset	(435)		(922)
Other non-current deferred tax liabilities	(472)		(317)
Total	$	(907)	$	(1,239)

Net deferred tax asset	$	—	$	—


	December 31, 2025
	Fair Value		Level 1		Level 2		Level 3






Financial Liabilities:
Private Placement Warrants	$	1	$	—	$	1	$	—
Public Warrants	72		72		—		—

Total Financial Liabilities	$	73	$	72	$	1	$	—


	December 31, 2025		December 31, 2024
Numerator:
Net loss	$	(25,320)	$	(50,159)
Net loss income attributable to common stockholders, basic	(25,320)		(50,159)
Net loss income attributable to common stockholders, diluted (1)	(25,320)		(50,159)
Denominator:
Basic
Weighted average common shares outstanding, basic	9,360		7,500
Basic net loss per share	$	(2.71)	$	(6.69)
Diluted
Weighted average common shares outstanding, diluted (1)	9,360		7,500
Diluted net loss per share	$	(2.71)	$	(6.69)


	December 31, 2025	December 31, 2024
Contingent earn-out shares	547	547
Common stock public and private warrants	628	628
Restricted stock units	3,096	1,531
Stock options	1	2
If-converted common stock from convertible debt	280	280

Amendment: SEC Form 10-K/A filed by Xos Inc.

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $XOS

$XOS Insider Trading

SEC Form 4 filed by Semler Dakota

SEC Form 4 filed by Rapp Edward J

SEC Form 4 filed by Pogosyan Liana

$XOS Press Releases

Xos Steps Into the Defense Arena with Its Mobile Charging Solutions at TEVCON 2026

Xos Brings Its Mobile Energy Solutions to Facilities Professionals at the Southern California Facilities Expo

Xos Delivers Third Consecutive Quarter of Positive Operating and Free Cash Flow, Accelerates Platform Expansion Across Vehicles, Powertrains, and Energy Storage

$XOS SEC Filings

SEC Form PRE 14A filed by Xos Inc.

Amendment: SEC Form 10-K/A filed by Xos Inc.

Amendment: SEC Form SCHEDULE 13G/A filed by Xos Inc.

$XOS Leadership Updates

Xos, Inc. Appoints Automotive Veteran John Smith to its Board of Directors

Xos Announces Appointment of Stuart Bernstein to Board of Directors

$XOS Financials

Xos Delivers Third Consecutive Quarter of Positive Operating and Free Cash Flow, Accelerates Platform Expansion Across Vehicles, Powertrains, and Energy Storage

Xos, Inc. Announces Fourth Quarter and full fiscal year 2025 Earnings Release Date and Conference Call

Xos Extends Profitability Streak with Strong Q3 2025 Performance and Positive Operating Cash Flow

$XOS Analyst Ratings

Xos downgraded by Northland Capital with a new price target

ROTH MKM initiated coverage on Xos with a new price target

Xos downgraded by DA Davidson with a new price target

$XOS Large Ownership Changes

Amendment: SEC Form SC 13D/A filed by Xos Inc.

Amendment: SEC Form SC 13D/A filed by Xos Inc.

SEC Form SC 13G/A filed by Xos Inc. (Amendment)

Recent Analyst Ratings for
$XOS

$XOS
Insider Trading

$XOS
Press Releases

$XOS
SEC Filings

$XOS
Leadership Updates

$XOS
Financials

$XOS
Analyst Ratings

$XOS
Large Ownership Changes


Name	Age	Position
Executive Officers
Dakota Semler	34	Chief Executive Officer, Chair of our Board of Directors
Giordano Sordoni	34	Chief Operating Officer, Director
Liana Pogosyan	42	Chief Financial Officer
Non-Employee Directors
Stuart Bernstein(1)(2)	62	Director
George N. Mattson(1)(3)	60	Director
Dietmar Ostermann(1)(2)(3)(4)	64	Director
Ed Rapp(1)(2)	69	Director
Michael Richardson(2)(3)	69	Director
John F. Smith(1)	75	Director
Alice Yake(3)	47	Director


Name and Position	Year	Salary(1) ($)		Bonus(2) ($)		Non-equity incentive plan compensation(3) ($)		Stock Awards(4) ($)		All other compensation ($)			Total ($)
Dakota Semler Chief Executive Officer	2025	$	263,966	$	—	$	233,589	$	1,938,474	$	44,245	(5)	$	2,480,274
	2024	$	392,308	$	106,250	$	58,325	$	2,103,950	$	30,000	(5)	$	2,690,833
Giordano Sordoni Chief Operating Officer	2025	$	256,731	$	—	$	233,589	$	1,938,474	$	—		$	2,428,794
	2024	$	346,154	$	93,750	$	51,463	$	1,936,395	$	—		$	2,427,762
Liana Pogosyan Chief Financial Officer(6)	2025	$	295,385	$	—	$	127,176	$	463,548	$	—		$	886,109


			Second Half 2025 Performance Goals
Performance Criteria	Weighting	Unit	Below Low	Low	Baseline	High(5)
Operating Cash Flow(1)	25%	USD (in thousands)	<$(9,000)	$(9,000)	$(6,401)	$401
Revenue(2)	25%	USD (in thousands)	<$28,200	$28,200	$37,774.50	$75,549
Gross Margin(3)	25%	USD (in thousands)	<$3,350	$3,350	$8,519.50	$17,039
Unit Delivery Volume(4)	25%	#	<149	149	250	500
Payout as Percentage of Weighted Portion of Target Annual Bonus		%	0%	50%	100%	200%


		First Half 2025 Results
Performance Criteria	Unit	Achievement	Criteria Payout Percentage	Weighting	Half Year Payout Percentage	Annual Payout Percentage
Operating Cash Flow	USD (in thousands)	$(111)	>100%	25%	25%	12.5%
Revenue	USD (in thousands)	$24,376	—%	25%	—%	—%
Gross Margin	USD (in thousands)	$2,946	—%	25%	—%	—%
Unit Deliveries	#	164	57.8%	25%	14.5%	7.2%


		Second Half 2025 Results
Performance Criteria	Unit	Achievement	Criteria Payout Percentage	Weighting	Half Year Payout Percentage	Annual Payout Percentage
Operating Cash Flow	USD (in thousands)	$700	200%	25%	50%	25%
Revenue	USD (in thousands)	$21,600	—%	25%	—%	—%
Gross Margin	USD (in thousands)	$2,600	—%	25%	—%	—%
Unit Deliveries	#	164	57.4%	25%	14.4%	7.2%


	2025 Target Amount		Total Payout Percentage		2025 Actual Total Payout
Dakota Semler Chief Executive Officer	$	450,000	51.91	%	$	233,589
Giordano Sordoni Chief Operating Officer	$	450,000	51.91	%	$	233,583
Liana Pogosyan Chief Financial Officer	$	245,000	51.91	%	$	127,176


		Stock Awards
Name	Grant Date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)(1)
Dakota Semler	9/10/2025	646,158	(2)	$	1,169,546
	8/10/2024	116,864	(3)	$	211,524
	5/10/2023	35,222	(4)	$	63,752
	8/3/2022	466	(5)	$	843
Giordano Sordoni	9/10/2025	646,158	(2)	$	1,169,546
	8/10/2024	107,212	(3)	$	194,054
	5/10/2023	35,222	(4)	$	63,752
	7/11/2022	873	(5)	$	1,580
Liana Pogosyan	9/10/2025	154,516	(2)	$	279,674
	8/10/2024	26,885	(3)	$	48,662
	2/10/2022	144	(6)	$	261


Year	Summary Compensation Table Total for PEO(1)	Compensation Actually Paid to PEO (1)(2)	Average Summary Compensation Table Total for Non-PEO NEOs (2)(3)	Average Compensation Actually Paid to Non-PEO NEOs (3)	Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4)		Net Income (in millions)
2025	$2,480,274	$1,493,297	$1,657,452	$1,058,348	$	22.68	$	(25.3)
2024	$2,690,833	$1,336,815	$1,922,673	$893,038	$	40.60	$	(50.2)


Fiscal Year	SCT Total		Deductions from SCT Total (i)		Additions to SCT Total (ii)								CAP
					Fair Value of Current Year Equity Awards for Covered Fiscal Year		Change in Value of Prior Years’ Awards Unvested for Covered Fiscal Year		Vesting Date Fair Value of Awards vesting in Year Granted		Change in Value of Prior Years’ Awards that Vested in Covered Fiscal Year
2025	$	2,480,274	$	1,938,474	$	1,169,546	$	(218,149)	$	—	$	101	$	1,493,297
2024	$	2,690,833	$	2,103,950	$	976,212	$	(303,246)	$	105,870	$	(28,903)	$	1,336,815


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)(2)(3)		All Other Compensation ($)	Total ($)
Stuart Bernstein	-			$	199,606	-	$	199,606
George Mattson	$	15,000	(4)	$	213,445	-	$	213,445
Dietmar Ostermann	$	20,000	(5)	$	199,606	-	$	219,606
Ed Rapp	$	20,000	(6)	$	219,298	-	$	219,298
Michael Richardson	-			$	199,606	-	$	199,606
John F. Smith	-			$	142,511	-	$	142,511
Alice Yake	$	10,000	(7)	$	204,566	-	$	209,566