Xos, Inc. filings document the public-company record for an electric commercial vehicle and fleet electrification business. Recent Form 8-K reports disclose operating results and financial condition, material agreements, equity financing arrangements, convertible promissory note amendments, facility lease matters, and changes in board composition.
The company's proxy materials describe annual meeting governance, director matters, executive compensation, equity awards, and pay-versus-performance information. Other disclosures identify its Nasdaq-listed common stock and warrants, share issuance limits, at-the-market common stock sales, and exhibits tied to contracts and press releases.
Emerald Green Trust, a reporting person identified as a director and 10% owner of Xos, Inc. (XOS), sold a total of 90,676 shares of XOS common stock across three transactions on 08/26/2025 (41,894 shares), 08/27/2025 (28,384 shares) and 08/28/2025 (20,398 shares). The disposals were effected under a previously established Rule 10b5-1 trading plan adopted May 27, 2025. Weighted average sale prices are reported for each date (approximately $3.02 to $3.04), and the reporting person states full price-by-price detail will be provided on request. After these sales, Emerald Green Trust beneficially owned 1,700,854 shares of XOS common stock.
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. (XOS) filed a Form 144 notifying intent to sell 200,000 shares of Common Stock through Piper Sandler & Co. The filing lists an aggregate market value of $616,000 and reports 8,690,583 shares outstanding. The shares were acquired on 08/20/2021 as SPAC merger shares and the proposed approximate sale date is 08/26/2025. The filer reports no securities sold in the past three months and provides the standard representation that the seller is not aware of any undisclosed material adverse information. The filing does not include details on the seller's identity, reason for sale, or any trading plan dates.
John F. Smith, identified as a director of Xos, Inc. (XOS), filed an initial Form 3 reporting no beneficial ownership of the issuer's common stock. The event date is 08/18/2025 and the form was signed by an attorney-in-fact on 08/22/2025. The filing indicates 0 shares beneficially owned and shows the Form 3 was submitted by a single reporting person.
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.
Stuart N. Bernstein, a director of Xos, Inc. (XOS), reported the sale of 14,347 shares of common stock on 08/18/2025 under a previously established Rule 10b5-1 trading plan. The filing shows a weighted average sale price of $3.07, with actual sale prices ranging from $3.05 to $3.10. After the sale, the reporting person beneficially owned 98,158 shares, which includes 62,377 unvested restricted stock units. An additional 4,133 shares are held indirectly by Bernstein Investment Partners LLC, where the reporting person is Managing Member. The Form 4 was signed by an attorney-in-fact on 08/20/2025.
XOS (Xos, Inc.) Form 144 notice shows a proposed sale of 28,694 shares of common stock through UBS Financial Services with an aggregate market value of $86,082, scheduled approximately for 08/18/2025 on NASDAQ. The shares were acquired by the seller via RSA vesting on 06/23/2025 and payment/issuance occurred the same day. The filing lists past open-market disposals by the same person on 05/27/2025 (1,305 shares) and 05/28/2025 (3,468 shares) with stated gross proceeds. The notice includes the seller's standard representation that they have no undisclosed material adverse information about the issuer.
Form 144 notice for XOS, Inc. (XOS) discloses a proposed sale of 14,347 shares of common stock through UBS Financial Services on the NASDAQ, with an aggregate market value of $43,041. The filing lists 8,029,000 shares outstanding and an approximate sale date of 08/18/2025.
The shares to be sold were acquired by the holder through restricted stock unit vesting: 4,591 shares vested on 05/30/2023 and 9,756 shares vested on 06/12/2024. The filer reports no securities sold in the past three months and affirms they are not aware of undisclosed material adverse information about the issuer.
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.