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Xos, Inc.

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 13, 2025

XOS$2.29-3.8%Stored close · as of Nov 10, 2026

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Item 5. Other Information

(a) In the Company’s Form 8-K, reporting for August 18, 2025 (the “18-August Form 8-K”), it was reported that John F. Smith was appointed to the Audit Committee of the Company’s Board at the same time as his election to serve as a director on the Company’s Board of Directors. This was a clerical error, as Mr. Smith has not been appointed to the Audit Committee, although the Nominating and Corporate Governance Committee of the Company’s Board had determined that Mr. Smith is qualified to serve on the Audit Committee and the Board expects to appoint him to the Audit Committee in the future. No other aspect of the 18-August Form 8-K is updated or amended.

(c) During our last fiscal quarter, except as set forth below, none of our directors or officers, as defined in Rule 16a-(1)(f), 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.

On September 16, 2025, Dietmar Ostermann, amember of our board of directors, entered into a Rule 10b5-1 trading arrangement (the “Ostermann Trading Arrangement”) with respect to the potential sale of up to an aggregate of 36,429 shares of Xos Common Stock, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Orders under the Ostermann Arrangement will be effective no earlier than December 18, 2025, and will be executed or cancelled by August 17, 2026 at the latest.

On September 16, 2025, Michael Richardson, amember of our board of directors, entered into a Rule 10b5-1 trading arrangement (the “Richardson Trading Arrangement”) with respect to the potential sale of up to an aggregate of 30,193 shares of Xos Common Stock, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Orders under the Richardson Arrangement will be effective no earlier than December 18, 2025, and will be executed or cancelled by August 17, 2026 at the latest.

On September 29, 2025, Alice Jackson, amember of our board of directors, entered into a Rule 10b5-1 trading arrangement (the “Jackson Trading Arrangement”) with respect to the potential sale of up to an aggregate of 25,000 shares of Xos Common Stock, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Orders under the Jackson Arrangement will be effective no earlier than December 29, 2025, and will be executed or cancelled by August 17, 2026 at the latest.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.