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.
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. is offering shares of its common stock having an aggregate offering price of up to $8,779,902 through an at-the-market program with Roth Capital Partners acting as sales agent, pursuant to a Sales Agreement dated June 22, 2026.
The Sales Agreement permits sales from time to time; Roth Capital Partners will receive 3.0% of gross proceeds as compensation. Proceeds are intended for working capital, debt servicing and general corporate purposes and sales are subject to General Instruction I.B.6 to Form S-3 limiting primary offerings to one-third of public float while below $75,000,000. Shares outstanding were 13,718,819 as of June 17, 2026; an illustrative scenario assumes issuance of 2,593,767 shares at $3.385 per share for the full permitted amount.
Emerald Green Trust, together with co-trustees Sarah Bardo and Shane Semler, filed an amended Schedule 13D reporting beneficial ownership of Xos, Inc. common stock. Emerald Green beneficially owns 1,161,229 shares, representing 8.5% of the common stock, based on 13,658,411 shares outstanding as of June 4, 2026.
Bardo is reported as beneficially owning 1,161,232 shares, including trust holdings and 3 shares held by her spouse, while Semler is reported as beneficially owning 1,167,232 shares, including 6,003 shares held directly. The filing also notes that Emerald Green sold 119,960 shares on June 3, 2026 at a weighted average price of approximately $6.0562 per share and 280,040 shares on June 4, 2026 at a weighted average price of approximately $5.2439 per share.
Xos, Inc. Chief Executive Officer Dakota Semler reported a routine tax-related share disposition. On this Form 4, 14,538 shares of common stock were withheld by the company at $3.66 per share to cover tax obligations tied to previously granted Restricted Stock Unit (RSU) awards.
These shares were not sold in the open market, but retained by the issuer to satisfy withholding requirements when RSUs vested. After this transaction, Semler directly holds 832,523 shares of common stock, and the position also includes 471,975 unvested RSUs that may settle into additional shares over time.
Xos, Inc. director and Chief Operating Officer Giordano Sordoni reported a tax-related share disposition tied to vested equity awards. The company withheld 9,636 shares of common stock at $3.66 per share to cover tax obligations from vesting Restricted Stock Unit (RSU) awards, rather than an open-market sale. After this withholding, Sordoni directly owns 1,626,407 shares of Xos common stock, which includes 465,944 unvested RSUs that may convert into additional shares as they vest.
Xos, Inc. Chief Financial Officer Liana Pogosyan had 3,164 shares of common stock withheld by the company at $3.66 per share to satisfy tax obligations tied to vesting of previously reported Restricted Stock Unit (RSU) awards. This is a tax-withholding disposition, not an open-market sale. Following the withholding, she directly holds 160,588 shares of common stock, which include 106,938 unvested RSUs that may convert into an equal number of shares as they vest.
Xos, Inc. director Dietmar Ostermann reported an open-market sale of 3,351 shares of Common Stock on 2026-06-08 at a weighted average price of $4.4512 per share. Footnotes state the shares were sold at prices ranging from $4.1785 to $5.1205. After this transaction, he directly holds 79,593 shares, which includes 62,377 unvested RSUs, so the sale represents only a portion of his overall stake.
Xos, Inc. director Stuart N. Bernstein reported an open-market sale of 4,000 shares of common stock on June 4, 2026 at a weighted average price of $5.2563 per share, with trade prices ranging from $5.07 to $5.4425.
Following the sale, he holds 84,058 shares of Xos common stock directly, which include 62,377 unvested RSUs. He also reports 4,133 shares held indirectly through Bernstein Investment Partners LLC, where he is the managing member.
Xos, Inc. is registering up to $100,000,000 of securities on a shelf basis. This shelf prospectus permits the company to offer, from time to time, Common Stock, Preferred Stock, Debt Securities, Warrants and Units in any combination, up to an aggregate amount of $100,000,000, with specific terms to be provided in prospectus supplements.
As context, the filing states that as of June 5, 2026
8,037,156 shares of Common Stock were held by non-affiliates, representing an aggregate market value of $59,957,184 based on a reported sale price of $7.46 per share on June 3, 2026working capital and general corporate purposes, and distribution methods to be set forth in supplements.