Welcome to our dedicated page for Xos SEC filings (Ticker: XOS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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.
Aljomaih Automotive Co., a 10% owner of Xos, Inc., converted accrued interest on its Second Amended and Restated Convertible Promissory Note into common stock. On August 25, 2025, Xos paid $6,010,959 of accrued interest in 1,803,262 "Interest Shares" based on a 10-day VWAP of $3.33338 per share. This was a conversion of accrued interest and not a sale. Following the transaction, Aljomaih held 2,446,637 shares of common stock and continued to hold Convertible Notes with $20,000,000 principal, convertible into 279,912 shares at $71.451 per share, with additional interest potentially payable in stock under the note’s terms.
Aljomaih Automotive Co. and Aljomaih Holding Co. report beneficial ownership of 2,726,549 Xos common shares, representing 25.3% of the outstanding class. This includes 2,446,637 shares held directly and 279,912 shares issuable upon conversion of a $20,000,000 Convertible Promissory Note.
On August 25, 2025 Xos issued 1,803,262 "Interest Shares" to Aljomaih in lieu of roughly $6.0 million of accrued interest on the Note, which bears interest at 10% per year. The Note’s $20 million principal is now scheduled to be repaid over ten quarterly installments from November 11, 2025 through February 11, 2028.
A related letter agreement caps the combined shares issuable for Note interest and principal conversion at 1,737,247 shares, described as 19.99% of Xos’s common stock immediately before the 2025 amendments. Aljomaih’s right of first offer to distribute Xos products in the Middle East was also extended until at least February 11, 2028 or full Note repayment.
Xos, Inc. is asking stockholders to approve six items at its 2026 virtual annual meeting on June 23, 2026. Investors will vote on electing three Class II directors, ratifying Grant Thornton LLP as auditor, and amending the 2021 Equity Incentive Plan to increase shares reserved for equity awards. The ballot also includes a non-binding say-on-pay vote for 2025 executive compensation, a non-binding vote on how frequently to hold future say-on-pay votes, and approval of a potential issuance of 20% or more of outstanding common stock at prices that may be below the Nasdaq Minimum Price to holders of certain convertible promissory notes, including any change of control that may result. Holders of 12,056,211 common shares outstanding as of April 24, 2026 can vote online, by phone, mail, or during the virtual meeting.
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. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held virtually on June 23, 2026 at 11:00 a.m. PDT. The meeting agenda includes electing three Class II directors, ratifying Grant Thornton LLP as auditor, approving an amendment to increase shares reserved under the 2021 Equity Incentive Plan, advisory votes on 2025 executive compensation and vote frequency, and shareholder approval to permit the potential issuance of 20% or more of outstanding common stock at prices that may be less than the Nasdaq Minimum Price in connection with certain Convertible Promissory Notes and any related change of control. The record date is April 24, 2026, and shares outstanding as of that date were 12,056,211. Proxy materials are available at www.proxyvote.com and the virtual meeting site is www.virtualshareholdermeeting.com/XOS2026.
Xos, Inc. filed an amendment to its annual report mainly to add missing auditor language on critical audit matters and to include full Part III disclosures. The company reported 2025 revenue of $46.0 million, down from $56.0 million in 2024, and a net loss of $25.3 million, about half the prior year’s loss. Xos generated $5.4 million of cash from operating activities in 2025 but ended the year with $14.0 million of cash, $26.2 million of working capital and an accumulated deficit of $228.7 million. Both management and the independent auditor disclosed that these conditions raise substantial doubt about Xos’s ability to continue as a going concern, noting reliance on future capital raises, receivable collections and refinancing of a $20 million convertible note whose maturity was extended into installments through 2028. The statements do not include adjustments that might result if the company cannot continue as a going concern.
Xos, Inc. director Edward J. Rapp reported an equity compensation grant. On April 10, 2026, he acquired 5,182 shares of Common Stock in the form of RSUs, issued in lieu of his cash retainer for serving as Audit Committee Chair and director in the first quarter of 2026. The RSUs vested immediately on the grant date.
After this grant, Rapp holds 131,360 shares directly, which include 62,377 unvested RSUs, and an additional 21,172 shares indirectly through a trust for which he serves as trustee.
Xos, Inc. Chief Executive Officer Dakota Semler reported a routine tax-related share withholding linked to equity compensation. The company withheld 14,538 shares of common stock at $1.77 per share to cover Semler’s tax obligations from vesting Restricted Stock Unit (RSU) awards.
After this non-market transaction, Semler directly holds 891,599 common shares and also has 526,885 unvested RSUs, which represent additional potential future shares as they vest and settle.
Xos, Inc. director and COO Giordano Sordoni had 9,636 shares of common stock withheld by the company at $1.77 per share to cover tax obligations from vesting restricted stock unit (RSU) awards. After this tax-withholding disposition, he directly holds 1,645,680 shares, including 519,647 unvested RSUs.