Every 8-K that Xos Inc (XOS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow XOS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XOS filings page.
Xos, Inc. reported second-quarter and first-half 2026 results showing significantly improved profitability metrics alongside lower revenue and volumes. For Q2 2026, the company delivered 30 units and generated $4.7 million in revenue, down from 135 units and $18.4 million a year earlier as it emphasized powertrain and Hub production. GAAP gross margin rose to 12.1% from 8.9%, and non-GAAP gross margin to 7.2% from 1.5%. Q2 operating loss was $7.9 million versus $7.1 million, while non-GAAP operating loss improved to $6.2 million from $6.8 million.
For the first half of 2026, revenue was $16.0 million versus $24.3 million in 2025, but GAAP gross margin expanded to 31.0% from 11.8% and non-GAAP gross margin to 29.0% from 4.9%. Operating loss improved 22.8% to $12.6 million, and non-GAAP operating loss improved 40.9% to $8.8 million. Adjusted EBITDA improved 38.6% year-over-year. Xos ended Q2 with $13.2 million in cash and total stockholders’ equity of $22.9 million, and raised $7.6 million net during the quarter through an at-the-market program and a registered direct offering.
The company highlighted the launch of its large-scale Power Hub energy storage system, growing data center and defense-sector engagement, and higher-capacity Hub configurations. Xos revised its 2026 outlook to a non-GAAP operating loss of $(14.7) million to $(11.4) million and 250 to 350 unit deliveries.
Xos, Inc. reported the results of its 2026 annual stockholder meeting, where 6,338,211 shares were represented, or 52.57% of the 12,056,211 shares outstanding as of April 24, 2026. Stockholders elected three Class II directors to serve until the 2029 annual meeting and ratified Grant Thornton LLP as independent auditors for 2026.
They approved an amendment to the 2021 Equity Incentive Plan to increase the share reserve by 3,740,000 shares and supported 2025 executive compensation on a non-binding advisory basis. Stockholders also advised holding future say-on-pay votes every three years.
In addition, stockholders approved the potential issuance of 20% or more of the company’s common stock, possibly below the Nasdaq Minimum Price, to holders of certain Convertible Promissory Notes, and approved any related change of control that may be deemed to occur.
Xos, Inc. entered into securities purchase and placement agency agreements for a registered direct offering of 1,090,910 shares of common stock at $5.50 per share. The company closed the transaction shortly after signing.
The offering generated approximately $6.0 million in gross proceeds before fees and expenses. Roth Capital Partners, LLC acted as exclusive placement agent and will receive a 6.5% cash fee on gross proceeds plus reimbursement of up to $75,000 of expenses.
Xos, Inc. reported strong Q1 2026 results, with revenue of $11.2 million and gross margin of 38.6%, its highest since going public. The company delivered 95 units versus 29 a year earlier and cut operating loss to $4.7 million from $9.3 million. Net loss narrowed to $5.0 million from $10.2 million. Cash and cash equivalents were $9.8 million as of March 31, 2026. Xos reaffirmed its 2026 outlook, targeting revenue of $40–$50 million, non‑GAAP operating loss of $11.9–$13.3 million, and 350–500 unit deliveries.
Xos, Inc. has amended its financing arrangement with Aljomaih Automotive by entering into a Third Amended and Restated Convertible Promissory Note. The original $20 million convertible note’s conversion price is reduced from $71.451 per share to $12.00 per share of common stock, increasing the number of shares issuable upon conversion. The amendment also adds a mandatory conversion feature allowing Xos to compel conversion if the common stock’s Daily VWAP exceeds $16.00 per share for at least twenty out of thirty consecutive trading days. All other material terms of the convertible note remain unchanged.
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.
Xos, Inc. reported fourth-quarter and full-year 2025 results showing improving profitability metrics alongside lower revenue. For 2025, revenue was $46.0 million versus $56.0 million in 2024, while the EBITDA loss narrowed to $21.0 million from $42.2 million.
The company achieved its third consecutive quarter of positive operating cash flow and free cash flow, with Q4 free cash flow of $2.4 million and year-end cash and equivalents of $14.0 million, up from $11.0 million. Full-year operating expenses fell to $35.8 million from $49.8 million, and the full-year operating loss improved to $33.1 million from $45.9 million.
Xos delivered 328 units in 2025, up from 297, but Q4 deliveries and revenue declined as it shifted focus toward powertrains. Reported gross margin was 5.9% for 2025, down from 7.1%, and net loss was $25.3 million versus $50.2 million. The company issued 2026 guidance for revenue of $40.0–$50.0 million and unit deliveries of 350–500.
Xos, Inc. furnished an 8-K announcing its financial position as of September 30, 2025 and results for the three and nine months ended September 30, 2025. The company provided these details via a press release furnished as Exhibit 99.1.
Under General Instruction B.2, the Item 2.02 information and Exhibit 99.1 are furnished and not deemed filed under Section 18 of the Exchange Act. Xos’s common stock trades on Nasdaq as XOS; its warrants trade as XOSWW, with every thirty warrants exercisable for one share of common stock at an exercise price of $345.00 per share.
Xos, Inc. disclosed two material items in an 8-K. First, on August 21, 2025 the company entered a Lease Termination Agreement for its 235,094 sq ft Mesa, Arizona manufacturing facility leased by subsidiary EMV Automotive USA Inc. The termination is contingent on the landlord securing a replacement tenant; if no replacement is found the lease remains in effect through its 2033 expiration.
Under the agreement Xos will pay approximately $2.7 million in monthly payments over 18 months after termination, forfeit a security deposit of ~$1.2 million, and pay leasing commissions of ~$1.3 million. Xos said it will continue using other manufacturing sites and does not anticipate operational impact. Second, as disclosed, on August 25, 2025 the company issued 1,803,262 shares to Aljomaih Automotive Company to satisfy ~$6.0 million of accrued interest on a convertible note, converted at the 10-day VWAP.
Xos, Inc. expanded its board from eight to nine directors and elected John F. Smith as a Class I director effective August 18, 2025, with a term running until the 2028 annual meeting or until his successor is elected. The Board simultaneously appointed Mr. Smith to the Audit Committee. Mr. Smith is Principal of Eagle Advisors LLC since 2011 and previously served in senior roles including Group Vice President at General Motors after a 42-year tenure; he also held board positions at several public companies through 2025. He will receive standard non-employee director compensation described in the Company’s Definitive Proxy Statement and entered into the Company’s customary indemnification agreement dated August 18, 2025. The Company furnished a press release on August 22, 2025 announcing the appointment.
Xos, Inc. and Aljomaih amended terms of a convertible note to limit share-based interest and conversion dilution. The parties agreed a cap of 1,737,247 common shares (about 19.99% of outstanding stock as of August 8, 2025) that may be delivered as interest shares or issued on conversion, subject to adjustment.
If interest or conversion obligations would exceed that cap, excess interest will be paid in cash within five business days after the earlier of August 11, 2026 or the date shareholder approval is obtained to exceed the cap. The amendment clarifies conversion/interest-share mechanics and limits share issuance in the near term.
Xos, Inc. entered into a Sales Agreement with Roth Capital Partners that allows it to offer and sell up to $20 million of common stock through an at-the-market program. Under current Form S-3 limitations, the company can sell up to $5,367,542 pursuant to this agreement.
Roth Capital Partners will act as sales agent and receive a 3.0% commission on gross proceeds from any share sales. Xos plans to use net proceeds for working capital, servicing debt, and general corporate purposes, including mandatory payments under its Second Amended and Restated Convertible Promissory Note.
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.
Overview: On 24–27 June 2025, Xos, Inc. (Nasdaq: XOS) filed a Form 8-K disclosing (i) new Executive Employment Agreements for Chief Executive Officer Dakota Semler and Chief Operating Officer Giordano Sordoni and (ii) the certified voting results of the 2025 annual meeting of stockholders.
Executive contracts: The agreements largely maintain existing compensation—annual base salary of US$450,000 and a short-term incentive target equal to 100 % of salary—while formalising severance protections. If terminated without cause, for good reason, or around a change-in-control, each executive will receive 12 months of base salary, the higher of (a) the two-year average STIP bonus or (b) the current 100 % target bonus, a prorated bonus for the year of termination, up to twelve months of health-care premiums, and immediate vesting of all unvested equity awards at the 100 % performance level. Death or disability triggers prorated bonuses and an additional 12-month vesting period. The filing clarifies that temporary salary reductions taken in late 2024 do not affect benefit calculations.
Annual meeting results: A quorum of 60.85 % of outstanding shares (5,055,943 of 8,307,823) voted virtually or by proxy. Both Class I directors—Ed Rapp and Michael Richardson—were re-elected with roughly 95 % support. Grant Thornton LLP was ratified as auditor for fiscal 2025 (4,765,757 for vs. 28,398 against). Shareholders also approved a 3.1 million-share increase to the 2021 Equity Incentive Plan (3,315,487 for vs. 337,578 against).
Investor takeaways: The contracts provide leadership stability but increase potential cash severance and share-based dilution if a change-in-control occurs. The enlarged equity pool gives management greater flexibility to recruit and retain talent, yet could modestly dilute existing holders. No earnings, guidance, or operational updates were furnished in this filing.