Xos details exit package for former general counsel

Xos, Inc. entered into a Confidential Separation Agreement and General Release with former General Counsel and Secretary Christen T. Romero, effective April 24, 2026, to formalize his previously announced January 2025 departure.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Xos, Inc. entered into a Confidential Separation Agreement and General Release with former General Counsel and Secretary Christen T. Romero, effective April 24, 2026, to formalize his previously announced January 2025 departure.

The agreement provides a $110,000 cash lump sum, accelerated vesting of 120,000 restricted stock units with the resulting shares subject to a 21‑month lock-up, and potential additional $50,000 in cash if the company achieves specified liquidity targets or transactions within three years after the agreement becomes effective. Xos will also reimburse up to $9,500 of Romero’s legal fees related to the agreement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cash lump sum: $110,000 Accelerated RSUs: 120,000 restricted stock units Performance-based cash: $50,000 +3 more

6 metrics

Cash lump sum $110,000 Paid to Christen T. Romero under separation agreement

Accelerated RSUs 120,000 restricted stock units Fully vest for Romero under separation agreement

Performance-based cash $50,000 Potential additional payment if liquidity targets or transactions occur within three years

Attorney fee reimbursement $9,500 Maximum reimbursement of Romero’s legal fees tied to the agreement

Lock-up period 21 months Shares from vested RSUs released from lock-up incrementally

Performance measurement window Three years Period after effectiveness to meet liquidity targets or transactions

Key Terms

Confidential Separation Agreement and General Release, restricted stock units, lock-up, liquidity targets or transactions, +1 more

5 terms

Confidential Separation Agreement and General Release regulatory

"entered into a Confidential Separation Agreement and General Release (the "Separation Agreement")"

restricted stock units financial

"120,000 restricted stock units previously granted to Mr. Romero shall accelerate and be fully vested"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

lock-up financial

"shares released in settlement of such restricted stock units shall be subject to a lock-up that is released incrementally"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

liquidity targets or transactions financial

"may become entitled to an additional $50,000 in cash, if certain liquidity targets or transactions are achieved"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did XOS (XOS) disclose about Christen Romero’s separation?

Xos, Inc. disclosed a Confidential Separation Agreement and General Release with former General Counsel and Secretary Christen T. Romero, effective April 24, 2026. It clarifies compensation, equity vesting, and other terms related to his previously announced January 2025 resignation from the company.

How much cash will Christen Romero receive under the XOS separation agreement?

Christen Romero will receive a cash lump sum payment of $110,000 under the separation agreement. He may also become entitled to an additional $50,000 in cash if Xos achieves certain liquidity targets or transactions within three years after the agreement becomes effective.

What happens to Christen Romero’s restricted stock units at XOS?

Under the agreement, 120,000 restricted stock units previously granted to Christen Romero will accelerate and become fully vested. Shares issued upon settlement of these units will be subject to a lock-up, with restrictions released incrementally over a 21‑month period following effectiveness.

Are there performance-based payments for Christen Romero in the XOS deal?

Yes. The agreement allows Romero to receive an additional $50,000 in cash if Xos meets specified liquidity targets or completes certain transactions within three years after the agreement’s effectiveness, tying part of his separation compensation to future company liquidity events.

Does XOS cover legal fees for Christen Romero’s separation agreement?

Xos agreed to reimburse up to $9,500 of Christen Romero’s attorney’s fees incurred in connection with negotiating and finalizing the separation agreement. This reimbursement is in addition to the lump sum payment, accelerated equity vesting, and potential performance-based cash component.

Is the full XOS separation agreement with Christen Romero available to investors?

Yes. Xos attached the full Confidential Separation Agreement and General Release as Exhibit 10.1 to the current report. The company notes that its brief description of key terms is qualified in all respects by the detailed provisions in that filed exhibit.

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Accepted by SEC EDGAR 04/29/2026 - 04:43 PM

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): April 24, 2026

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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, Christen T. Romero resigned as General Counsel and Secretary of Xos, Inc. (the "Company") effective January 10, 2025. On April 24, 2026, Mr. Romero and the Company entered into a Confidential Separation Agreement and General Release (the "Separation Agreement") in order to clarify the terms applicable to Mr. Romero's separation from the Company.

The Separation Agreement provides, among other things, that: (i) Mr. Romero will receive a cash lump sum payment of $110,000; (ii) 120,000 restricted stock units previously granted to Mr. Romero shall accelerate and be fully vested, and the shares released in settlement of such restricted stock units shall be subject to a lock-up that is released incrementally over a 21-month period; (iii) Mr. Romero may become entitled to an additional $50,000 in cash, if certain liquidity targets or transactions are achieved by the Company within the three-year period following effectiveness of the Separation Agreement. The Company has also agreed to reimburse up to $9,500 of Mr. Romero's attorney's fees in connection with the Separation Agreement.

The foregoing description of the Separation Agreement is qualified in all respects by the terms of the Separation Agreement, itself, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
10.1*						Confidential Separation Agreement and General Release between Christen Romero and Xos, Inc., dated as of April 24, 2026.
104*						iXBRL language is updated in the Exhibit Index

* Filed herewith.

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: April 29, 2026


			XOS, INC.

			By:			/s/ Liana Pogosyan
						Liana Pogosyan
						Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 89.4 KB