Xos, Inc.

(a) On August 8, 2025, the Company and Aljomaih entered into Amendment No. 1 to Note Purchase Agreement and a Second Amended and Restated Convertible Promissory Note (collectively, the “Aljomaih Amendments”). The Aljomaih Amendments provided that, notwithstanding the postponement of maturity of the Note (see below), Interest Shares shall still be issued with respect to all interest accrued through the initial maturity date. The approximately $6.0 million of interest accrued under the Note through August 11, 2025 will be converted into shares of the Company’s common stock at the 10-day VWAP (as defined in the Note) on August 25, 2025.

The Aljomaih Amendments also changed the schedule for repayment of principal. Rather than being due all at onceon August 11, 2025, principal payments are now spread over ten quarterly installments beginning November 11, 2025 and ending February 11, 2028. The first four such installments are $1.5 million, the fifth through eighth installments are $2.0 million and the final two installments are $3.0 million each; provided that such installments may be increased in the event certain financing activities result in proceeds to the Company in excess of four times the aggregate amount of Note principal payments otherwise required on or prior to any installment date.

The Aljomaih Amendments also extended the term of Aljomaih’s right of first offer with respect to distribution of Company products and services in the Middle East until the later of February 11, 2028 and full repayment of the Note.

The foregoing description of the Aljomaih Amendments is qualified in its entirety by reference to the actual Aljomaih Amendments, copies of which are filed as Exhibits 10.4 and 10.5 to this Quarterly Report on Form 10-Q and incorporated by reference to this Item 5.

The Company’s board of directors appointed Ms. Pogosyan as the Company’s Chief Financial Officer and Treasurer effective August 10, 2025. Ms. Pogosyan previously served as the Company's Vice President of Finance and Acting Chief Financial Officer since May 2023. On August 11, 2025, the Company and Ms. Pogosyan executed a promotion letter (the “Promotion Letter”) in connection with such appointment. The Promotion Letter amended Ms. Pogosyan’s Offer Letter, as amended to date, to reflect her new titles. Ms. Pogosyan remains the Company's principal financial officer and principal accounting officer, and the change in her titles was not accompanied by any modification to her compensation or any material change in her duties or responsibilities. The foregoing description of the Promotion Letter is qualified in its entirety by reference to the actual Promotion Letter, a copy of which is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q and incorporated by reference to this Item 5.

(b) During our last fiscal quarter, none of our directors or officers, as defined in Rule 16a-f(1), adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.