[8-K] Xos, Inc. Reports Material Event

Rhea-AI Filing Summary

Xos, Inc. furnished a press release reporting its financial position as of June 30, 2025 and results of operations for the three- and six-month periods ended that date; the press release is attached as Exhibit 99.1 to the Form 8-K and is furnished (not "filed") under the Form 8-K instructions.

The company also disclosed board and senior finance changes: effective July 1, 2025, Dietmar Ostermann succeeded George Mattson as lead independent director while Mr. Mattson remains a director and committee member. Effective August 10, 2025, Liana Pogosyan was appointed Chief Financial Officer and Treasurer; she has served as VP Finance and Acting CFO since May 2023 and will remain the principal financial and accounting officer with no change to compensation or material duties.

Positive

• Internal CFO appointment (Liana Pogosyan) promotes continuity, as she has served as Acting CFO since May 2023
• No change to compensation or material duties for the newly appointed CFO, reducing near-term operational disruption risk
• Board leadership transition (Dietmar Ostermann becomes lead independent director) preserves governance continuity with George Mattson remaining on key committees
• Press release furnished reporting financial position and results for the periods ended June 30, 2025 (Exhibit 99.1)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Internal board leadership shift and promotion preserve continuity; governance roles remain intact.

The replacement of the lead independent director with Dietmar Ostermann while retaining George Mattson as a director and committee member signals a managed leadership transition rather than a departure. Maintaining committee memberships supports continuity in oversight of compensation, audit and governance matters. For investors focused on oversight stability, this is a governance-neutral-to-mildly-positive development because it preserves institutional knowledge without disrupting committee composition.

Financial Analyst

TL;DR: Internal promotion to CFO ensures continuity; press release on Q2 results was furnished but contents are not recited here.

Appointing Liana Pogosyan as CFO and Treasurer, who has acted as CFO since May 2023, indicates the company preferred an internal, experienced finance leader. The filing explicitly states there was no modification to her compensation or material change in duties, reducing near-term risk of disruption. The press release with financial position and results for periods ended June 30, 2025 was furnished as Exhibit 99.1; because the substantive financial figures are contained in that press release rather than the 8-K text, analysts must review Exhibit 99.1 for quantitative impact.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2025

XOS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39598

98-1550505

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3550 Tyburn Street Los Angeles, California						90065
(Address of principal executive offices)						(Zip Code)

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

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

Title of each class

Trading symbol(s)

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 13, 2025, Xos, Inc. (the “Company”) issued a press release announcing its financial position as of June 30, 2025, results of operations for the three and six months ended June 30, 2025 and other related information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

Effective July 1, 2025, Dietmar Ostermann, a Class III director and a member of the Company’s board of directors (the “Board”) since March 2024, took over the role of lead independent director of the Board from George Mattson, who stepped down from that role but remains a director of the Company. Mr. Ostermann will remain Chair of the Board’s Compensation Committee, and Mr. Mattson will continue to serve on the Board’s Compensation Committee, Audit Committee, and Nominating and Corporate Governance Committee. The lead independent director role will continue to have the same duties and responsibilities as previously disclosed by the Company.

Effective August 10, 2025, the Company's Board appointed Liana Pogosyan as the Company's Chief Financial Officer and Treasurer. Ms. Pogosyan served as the Company's Vice President of Finance and Acting Chief Financial Officer since May 2023. Ms. Pogosyan remains the Company's principal financial officer and principal accounting officer, and the change in her titles was not accompanied by any modification to her compensation or any material change in her duties or responsibilities.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.						Description
99.1						Press Release, dated August 13, 2025
104						iXBRL language is updated in the Exhibit Index

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 13, 2025

			XOS, INC.
			By:			/s/ Liana Pogosyan
						Liana Pogosyan
						Chief Financial Officer

FAQ

What did XOS disclose in this Form 8-K?

The company furnished a press release with its financial position as of June 30, 2025 and results for the three- and six-month periods ended June 30, 2025, and disclosed a board leadership change and a CFO appointment.

Who is XOS's new Chief Financial Officer (CFO)?

The Board appointed Liana Pogosyan as Chief Financial Officer and Treasurer effective August 10, 2025; she has served as VP Finance and Acting CFO since May 2023.

Did XOS change the CFO's compensation or duties with the appointment?

No. The filing states there was no modification to Ms. Pogosyan's compensation and no material change in her duties or responsibilities.

Who became lead independent director at XOS and when?

Dietmar Ostermann became lead independent director effective July 1, 2025, replacing George Mattson, who remains a director and committee member.

Where can I find the detailed financial results referenced in the 8-K?

The detailed financial position and results are included in the press release attached as Exhibit 99.1 to this Form 8-K; the 8-K text does not reproduce the financial figures.