Xos Inc SEC Filings

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. is offering up to $5,367,542 of common stock in an at-the-market equity program through Roth Capital Partners, which will receive a 3.0% sales commission. The prospectus identifies intended uses of any net proceeds for working capital, debt servicing and general corporate purposes, including mandatory payments under the companys amended convertible promissory note.

The company amended its $20.0 million Convertible Note with Aljomaih on August 8, 2025, rescheduling principal into quarterly installments from November 11, 2025 through February 11, 2028 and converting approximately $6.0 million of accrued interest into common stock at the 10-day VWAP on August 25, 2025. As of June 30, 2025 Xos reported net tangible book value of $18.3 million or $2.18 per share and, assuming the illustrative sale of 1,641,450 shares at $3.27, an as-adjusted net tangible book value of $23.3 million or $2.32 per share, implying $0.95 dilution per share to new investors.

Xos, Inc. (XOS) reported three-month revenue of $18.393 million and six-month revenue of $24.272 million. Gross profit for the quarter was $1.619 million, and net loss was $7.505 million for the quarter and $17.691 million for the six months, or $0.91 and $2.16 per share (basic), respectively. Operating expenses fell materially year-over-year, which narrowed the loss from operations to $7.081 million for the quarter from $11.368 million a year earlier.

Cash and cash equivalents declined to $8.785 million at June 30, 2025 from $10.996 million at year-end 2024, and accounts receivable and inventories also decreased. The company disclosed substantial doubt about its ability to continue as a going concern and highlighted dependency on external financing, including a $20.0 million convertible note whose repayment schedule was modified. Revenue concentration is notable: one customer represented 70% of quarter revenues.

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.

Liana Pogosyan, Chief Financial Officer of Xos, reported a withholding disposition tied to RSU vesting on 08/10/2025. The issuer withheld 927 shares to satisfy tax obligations at a reported price of $3.20 per share in connection with previously granted Restricted Stock Units, where each RSU represents one share on settlement. After the withholding, the reporting person beneficially owns 49,436 shares, which explicitly includes 34,038 unvested RSUs. No derivative transactions were reported; the Form 4 discloses a routine equity-compensation settlement by an officer.