Xos, Inc.

Overview

Xos, Inc., together with its wholly owned subsidiaries (collectively, the “Company” or “Xos”), aims to be the industrial accelerant for the modern energy era, transforming dated power infrastructures into easy-to-deploy solutions for today’s rapidly changing needs. Xos offers a portfolio of power options, from flexible to fixed to fleet solutions. The Company’s flagship technology replaces years of grid construction and the logistical headaches of diesel generators with a scalable platform to increase efficiency and decrease expense, whether supporting temporary needs or long-term installations. This patented technology powers large-scale loads by consolidating power delivery, rapid charging, and smart energy management into one system, scalable to meet nearly any operational need. Xos produces three complementary primary product lines, Xos Energy Solutions™, which includes the Xos Hub™ mobile charging and energy storage platform, Xos Vehicles, which includes the Company’s Class 5 and Class 6 medium-duty electric commercial vehicles, and the Powered by Xos™ powertrain business. The Company also offers Xosphere™, its fleet management software platform.

On March 26, 2024, Xos completed the previously announced business combination involving ElectraMeccanica, whereby Xos acquired all of the issued and outstanding common shares of ElectraMeccanica (the “ElectraMeccanica Shares”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”) in accordance with the terms of an arrangement agreement entered into by Xos and ElectraMeccanica on January 11, 2024, as amended on January 31, 2024 (the “Arrangement Agreement”). Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, on March 26, 2024, each ElectraMeccanica Share outstanding immediately prior to the effective time of the Arrangement was converted automatically into the right to receive 0.0143739 of a share of Common Stock, for total consideration of 1,766,388 shares of Common Stock. See Note 5 — Acquisition of ElectraMeccanica in the accompanying consolidated financial statements for more information.

Our Products & Services

Xos Hub™

The Xos Hub is the proactive, movable power source delivering high-capacity output and high-speed charging in one. It supports energy independence anywhere, without the weight. Engineered for true mobility, the lightweight design can be deployed without a commercial driver’s license, offering a faster alternative to traditional grid expansion with integrated peak shaving to lower costs. As a modular architecture that scales as customer needs grow, the Xos Hub ensures mission-critical reliability, suitable for powering everything from AI data centers and construction sites to utilities, major events, and more.

In January 2026, Xos announced an expanded product lineup featuring three new Xos Hub configurations to address a broader range of operational requirements:

•210 kWh Xos Hub: Designed for light-duty fleet operations and smaller depot environments where a compact, lower-capacity solution is preferred.

•420 kWh Xos Hub: The next-generation flagship offering, providing a 50% increase in energy storage capacity over the previous 280 kWh generation. The 420 kWh Hub offers charging rates of up to 150 kW per port, enables simultaneous charging of multiple electric vehicles with standard CCS1 connectors, and remains under 10,000 pounds, making it easily transportable via a standard pickup truck or trailer without requiring a commercial driver’s license.

•630 kWh Xos Hub: Designed for heavy-duty fleet applications and high-throughput depot environments requiring maximum energy storage capacity and extended charging availability.

The Xos Hub product line has attracted a diverse and growing customer base. Waymo, the self-driving technology division of Alphabet Inc., utilizes the Xos Hub to support its autonomous vehicle fleet charging operations. Caltrans, the California Department of Transportation, has deployed Xos Hub units for transportation infrastructure applications. SparkCharge, a mobile charging solutions provider, operates Xos Hub units for its commercial charging network. Additional Hub customers include Xcel Energy, Florida Power & Light, Duke Energy and RKU Distributing.

Xos Vehicles

Xos currently manufactures Class 5 and Class 6 battery-electric commercial vehicles that travel on last-mile, back-to-base routes of up to 200 miles per day. The Company manufactures a medium-duty rolling chassis with multiple body options to address a range of customer applications. The modularity of the Xos chassis allows for numerous use cases and body configurations to satisfy customer demands. In connection with the 2026 model year, Xos issued a press release announcing enhancements to its step van and strip chassis platforms, including galvanized frame rails for improved corrosion resistance and durability, vehicle-to-grid (V2G) charging capability, integrated skid plates for enhanced underbody protection, and other improvements designed to reduce total cost of ownership (“TCO”) for fleet operators. Today, the most popular customer configurations utilizing the Xos chassis include the following:

•Commercial Stepvans: Stepvan configurations are an attractive choice for a wide range of parcel delivery customers, providing efficient and reliable zero-emission last-mile delivery capabilities.

•Armored Trucks: Armored truck configurations using the Xos chassis are popular with customers specializing in armored cash-in-transit and logistics applications.

•Uniform Rental & Linen Delivery: The Xos chassis supports configurations for uniform rental, linen delivery, and similar commercial laundry logistics operations.

•Food & Beverage: The Xos chassis addresses the needs of food and beverage distribution customers operating last-mile and regional delivery routes.

Xos is designing its next-generation chassis to reduce per-unit production costs, increase technological capabilities, and improve TCO for fleet operators. The next-generation chassis will continue to be designed for a wide range of use cases, including parcel delivery, uniform rental, and cash-in-transit industries.

Powered by Xos™

The Powered by Xos business provides mixed-use powertrain solutions for off-highway, industrial, and other commercial equipment and specialty vehicles, such as school buses, medical and dental clinics, blood donation vehicles, and mobile command vehicles. The Company’s powertrain offerings encompass a broad range of solutions, including high-voltage batteries, power distribution and management componentry, battery management systems, system controls, inverters, electric traction motors, and auxiliary drive systems.

Blue Bird Corporation (“Blue Bird”), the leading alternative fuel school bus manufacturer in the United States, is a key Powered by Xos customer. Blue Bird has ordered over 100 powertrain units between the second quarter of 2025 and the first quarter of 2026, inclusive, for a variety of its school bus configurations. The relationship between Xos and Blue Bird continues to grow, driven by the competitive performance of Xos’s powertrain products, which the Company believes contribute to greater efficiency in Blue Bird’s electric vehicle offerings and support their electric vehicle sales growth. Xos also supports other industry-leading chassis manufacturers through Powered by Xos, including Winnebago and Wiggins Lift Company.

Technology Supporting Our Products & Services

Xos Vehicles & Powered by Xos™

The Company’s proprietary chassis serves as the foundation for all Xos vehicle products. Unlike traditional Class 5 and 6 platforms, the Xos chassis was originally designed and modeled around a more robust Class 7 vehicle architecture. As a result, it was designed to feature sturdier and larger frame rails, a reinforced suspension system, and enhanced durability for demanding commercial use cases. The Company believes this rugged design provides superior strength and reliability, making it well-suited for a wide range of vehicle body integrations and last-mile applications.

Over the past several years, Xos has worked to improve the high-voltage system architecture of its vehicles. These modifications have led to substantial weight savings — eliminating hundreds of pounds in cabling, mounting brackets, and redundant components — while improving both serviceability and durability. The streamlined architecture now contains nearly all high-voltage cables, wiring harnesses, and sensitive electronic components within protective structures or fully enclosed frame rails, aimed at increasing the resilience of the Company’s vehicles in real-world fleet operations.

All Xos vehicles utilize lithium iron phosphate (LFP) battery packs, which are the most widely adopted chemistry in commercial electric vehicles globally. These batteries are sourced through industry-leading partners in order to deliver consistent performance and long cycle-life for customers. Research published in the Journal of the Electrochemical Society, based on testing conducted at Sandia National Laboratories, found that LFP cells deliver 3,000 to 5,000 or more charge cycles compared to 1,000 to 2,300 cycles for nickel manganese cobalt (NMC) alternatives, and degrade approximately twice as slowly under the same conditions. For medium-duty fleets charging vehicles daily, LFP battery technology can support approximately 8 to 12 years of service life, compared to NMC batteries that typically require replacement within 3 to 6 years. Additionally,

LFP batteries can be charged to 100% daily without accelerating degradation, unlike NMC batteries that require limiting to 80 to 90% for optimal longevity, meaning LFP vehicles can utilize their full rated range on every duty cycle. Independent laboratory testing has also demonstrated that LFP cells are significantly more resistant to thermal runaway than NMC alternatives, allowing LFP battery systems to operate with simpler and less complex thermal management systems, resulting in lower maintenance requirements, fewer potential failure points, and improved operational uptime. Across the Company’s deployed fleet, individual Xos vehicles have routinely handled over 200 stops per day, and after 24 months in service, LFP battery packs have shown less than 2 to 3% degradation, confirming the longevity and durability advantages in real-world commercial operations. Compared to NMC batteries, LFP batteries also contain significantly fewer rare earth and conflict minerals, which the Company believes results in a more resilient supply chain and better long-term cost performance. The Company believes these characteristics support its commitment to deliver durable, high-quality electric vehicles while continually driving down total cost of ownership for customers.

Vehicle Control Software

Xos designed and developed on-board vehicle control software to leverage third-party software and integrate its proprietary powertrain controls, body controls, instrument cluster, infotainment, and Xosphere™ software.

•Powertrain controls. The Company’s powertrain controls include, but are not limited to, torque arbitration and power state management, thermal management for the powertrain and high-voltage battery systems, advanced driver assistance and safety and charging system communication and controls.

•Body controls. The Company’s body controls include cabin heater and air conditioning, hydraulic system control, electronic parking brake system, and certain other software critical for vehicle controls.

•Instrument cluster and infotainment. Xos designed a fully digital instrument cluster specifically for last-mile commercial electric vehicles. The custom user interface integrates into all Xos vehicles and is designed to enhance safe vehicle operation and provide critical safety information and driver efficiency guidance.

•Xosphere™, the Company’s proprietary fleet management platform. The Xosphere suite of tools allows fleet operators to (i) monitor vehicle and charging performance in real-time with in-depth telematics; (ii) reduce charging cost; (iii) optimize energy usage; and (iv) manage maintenance and service support with a single software tool. Xosphere also includes connection modules that feature over-the-air update capabilities through the Company’s cloud intelligence platform and features remote diagnostics and maintenance services.

Sales & Marketing

Direct Sales

The Company’s sales efforts are organized around dedicated direct sales teams supporting each of its three primary product lines: Xos Hub, the Xos Vehicles, and the Powered by Xos powertrain products. These sales teams support both key national customer accounts and small and regional fleet customers. Sales representatives and field-based personnel educate fleets on the wide-ranging benefits of the Company’s zero-tailpipe emission commercial vehicles, mobile charging and energy storage products, and powertrain solutions used to electrify commercial fleets and specialty vehicles.

The Company’s marketing team conducts event planning and manages inside sales processes and marketing systems, including product sales campaigns and targeted email marketing campaigns designed to convert prospective customers across the different verticals of the business. Xos attends industry trade events to market its products and demonstrate them, and operates a demonstration fleet across the country to allow prospective customers to experience the vehicles in their own operations.

Maintenance Providers

Xos contracts with third-party maintenance providers in different regional markets to support its customers in the field. These service partnerships extend across multiple geographies, including service locations in California, Texas, New Jersey, New York, Minnesota, and Canada, providing customers with access to qualified technicians and comprehensive after-sales support to ensure maximum vehicle uptime and minimal operational disruption.

Customers

Xos delivers products across its business to a diverse and growing customer base that includes large-scale national accounts with globally recognized commercial fleet operators as well as small- and medium-sized fleets.

For the Xos Vehicles products, the Company has continued to scale its relationship with United Parcel Service, Inc. (“UPS”), delivering over 190 vehicles to UPS in 2025. FedEx remains an important customer in the Company’s vehicle business, and Xos continues to expand its footprint across additional parcel delivery, uniform rental, linen, food and beverage, and armored transport customers.

For the Xos Hub products, the Company has continued to grow its relationships with key customers, including Caltrans and Waymo, two of the Company’s largest Hub customers, both of which continue to order additional units. SparkCharge, Xcel Energy, Duke Energy, and other utility and fleet customers have also deployed Xos Hub products.

In the Powered by Xos product line, Blue Bird Corporation represents a significant and growing commercial opportunity. Blue Bird is the leading alternative fuel school bus manufacturer in the United States, and Xos is becoming one of their trusted powertrain providers for electric vehicles, having received orders for over 100 powertrain units from Blue Bird between the second quarter of 2025 and the first quarter of 2026, inclusive.

In addition to large-scale national accounts, the Company delivers vehicles directly to small- and medium-sized fleets via its in-house sales representatives and established distribution and channel partners. Such accounts include independent service providers, which fulfill last-mile routes for enterprise partners.

Competition

The Company has experienced, and expects to continue to experience, competition from a number of companies, particularly as the commercial transportation sector accelerates towards low-emission, zero-tailpipe emission and carbon neutral fleet solutions. Existing commercial diesel vehicle OEMs, such as Freightliner, Ford, General Motors, Navistar, Paccar, and Volvo/Mack, continue to invest in the development of zero-tailpipe emission solutions.

In addition to competition from traditional diesel OEMs, the Company faces competition from disruptive vehicle manufacturers that are developing alternative fuel and electric commercial vehicles, such as Rivian, Harbinger, and Workhorse.

The Company believes the primary competitive factors in the commercial vehicle market for medium- and heavy-duty last-mile and return-to-base segments include, but are not limited to:

•total cost of ownership;

•emissions profile;

•effectiveness within target applications and use cases;

•ease of integration into existing operations;

•product performance and uptime;

•vehicle quality, reliability and safety;

•service and support;

•technological innovation relating to batteries, software and data analytics; and

•fleet management.

The Company believes that it competes favorably with its competitors on the basis of these factors; however, our competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing and support of their alternative fuel and electric vehicle and energy service programs. These competitors also compete with the Company in recruiting and retaining qualified research and development, engineering, sales, marketing, corporate and management personnel, as well as in acquiring technologies complementary to, or necessary for, our products and services. Additional mergers and acquisitions may result in even more resources being concentrated with the Company’s competitors.

Service & Maintenance

Xos continues to grow its service network to support customers across the United States and Canada. The Company utilizes third-party service partners located in California, Texas, New Jersey, New York, Minnesota, and other locations to provide comprehensive after-sales maintenance and repair services. In addition, Xos operates a nationwide mobile maintenance team spanning from the east coast to the west coast to support vehicles deployed across the country, including vehicles in Canada from British Columbia to Quebec.

Manufacturing & Supply Chain

Manufacturing

Xos assembles its electric chassis, starting the process with marrying frame rails and cross members, all the way to the final stage testing of a fully powered electric chassis, which is then shipped to a body upfit partner. The Byrdstown, Tennessee plant is capable of producing chassis, battery systems and Xos Hub units, and powertrain kits, as well as conducting certain prototyping and powertrain installation services.

The Company has established a new production line for the Xos Hub designed to scale production into hundreds of units. Xos has also reconfigured its production facility to increase powertrain manufacturing capacity, with the expectation of building hundreds of powertrain kits during the 2026 fiscal year. The Company has implemented new quality management systems in its Tennessee facility, and inventory management systems continue to improve, including cycle counting inventory control systems designed to proactively manage inventory for just-in-time usage and consumption while maintaining the availability of service parts for the aftermarket.

In addition to the manufacturing facility in Tennessee, the Company maintains vehicle-servicing capabilities and conducts ongoing research and development activities in its Los Angeles, California facility.

Supply Chain

The Company’s suppliers include Gotion and CATL, which serve as the Company’s primary battery suppliers. Additional key suppliers include Dana (providing axle components), Morgan Olson (providing bodies for the Company’s strip chassis vehicles), Valley Precision (a California-based fabrication company providing fabrication for Hub components and other parts), and Gator Trailers (providing trailers for the Company’s Hub products). As is the case for some automotive companies, certain of the Company’s procured components and systems are sourced from single suppliers. The Company works to qualify multiple suppliers for key components where feasible in order to minimize potential production risks. The Company also mitigates risk by maintaining safety inventory for certain key components. The Company’s products use various raw materials, such as aluminum, steel, phosphate, lithium, iron, and copper. Pricing for these raw materials is governed by market conditions and may fluctuate due to various factors outside of the Company’s control, such as supply and demand and market speculation. The Company is currently securing all raw materials and components that are either available or becoming available in the global supply chain to support its operations.

The Company is increasingly subject to varying and sometimes conflicting rules, tariffs, and import restrictions that can change with limited notice. In response to the volatile tariff and trade environment resulting from recent federal policy actions, including tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) and Section 301 of the Trade Act of 1974, the Company has built an adaptive supply chain strategy designed to respond to changes in tariff cost structures while maintaining high-quality suppliers that meet the Company’s requirements for reliability, durability, financial stability, and quality. Tariff rates applicable to the Company’s auto parts sourced from China have fluctuated significantly, reaching as high as 173.4% in April 2025 before moderating to current levels of approximately 28.4% as of the date of this filing. Recent court decisions challenging certain IEEPA-based tariffs may provide some relief for the Company; however, the regulatory environment remains subject to change, and the challenged tariffs may be replaced with other tariffs or similar costs that are equally or more burdensome. Regulatory changes may impact the Company’s ability to continue sourcing components from certain regions or accessing key suppliers. See “Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our business, prospects, financial condition and operating results,” in Part I, Item 1A “Risk Factors” of this Report.

Governmental Programs, Incentives & Regulations

The Company’s business is impacted by various government programs, credits, incentives and policies. The Company’s business and products are also subject to numerous governmental regulations that vary among jurisdictions. Electric vehicle and charging infrastructure demand has been spurred by government incentives and regulations at federal, state and local levels. Government agencies around the world are expected to continue providing incentives for the purchase of electric vehicles and charging infrastructure, and regulations may be introduced to reduce emissions and encourage the use of clean energy vehicles. However, any reduction or elimination of government programs, incentives or credits because of policy changes, the reduced need for such programs due to the perceived success of the electric vehicle, fiscal tightening or other reasons may result in the diminished competitiveness of the electric vehicle industry, which would adversely affect the Company’s business.

Governmental regulations regarding the manufacture, sale and implementation of products and systems similar to the Company’s are subject to future change. The Company cannot predict what impact, if any, such changes may have on its business.

Programs & Incentives

Energy Storage Tax Credits

On August 16, 2022, the Inflation Reduction Act of 2022 (“Inflation Reduction Act”) was enacted into law and is effective for taxable years beginning after December 31, 2022, and remains subject to future guidance releases. The Inflation Reduction Act includes multiple incentives to promote clean energy, electric vehicles, battery and energy storage manufacture or purchase. The Section 48E Investment Tax Credit, effective for qualifying energy property placed in service after December 31, 2024, provides investment tax credits for qualifying energy storage technology, including standalone energy storage systems such as the Xos Hub. The 48E credit may enable customers to receive investment tax credits for qualifying Xos Hub deployments, reducing the effective cost of mobile charging infrastructure and improving the economic case for fleet electrification. However, recent developments suggest that certain energy-related investment tax credit provisions may be subject to early phase-out or revision depending on forthcoming budgetary or legislative changes. See “The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results” in Part I, Item 1A “Risk Factors” of this Report.

Electric Vehicle Tax Credits

The Inflation Reduction Act initially provided for certain federal tax credits for the purchase of qualified electric vehicles in the U.S. through 2032. However, the One Big Beautiful Bill Act signed on July 4, 2025 made applicable credits no longer available for vehicles not acquired or placed in service on or before September 30, 2025. See “The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results” in Part I, Item 1A “Risk Factors” of this Report.

State Vehicle Incentives

Numerous states, as well as certain private enterprises, offer incentive programs to encourage the adoption of alternative fuel vehicles, including tax exemptions, tax credits, exemptions, and special privileges. Many such programs have eligibility requirements, such as a fleet size requirements, required diesel truck trade-in, and environmental regulation compliance. For some state rebate and incentive programs, only a finite amount of funding is available.

Notable for Xos customers is the California Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (“HVIP”), which provides point-of-sale vouchers for certain qualifying zero-emission vehicles (“ZEVs”). Under HVIP, dealers and fleet operators may request vouchers from HVIP on a first-come first-serve basis, up to the funding amount available for that year, to reduce the cost of purchasing hybrid and zero-emission medium- and heavy-duty trucks and buses. Voucher amounts vary depending on a range of factors, such as the type of vehicle, the location where the vehicle is operated, and the number of vehicles sold. To qualify for HVIP, dealers are required to complete extensive training, initiate and complete applications for each sales order, and complete the voucher redemption process upon delivery to the end-user. Xos customers have significantly benefited from the California HVIP program. Approximately 300 Xos vehicles delivered through December 31, 2025 have been subsidized by HVIP, and HVIP funding is being secured for many more Xos vehicle deliveries and orders.

Infrastructure Incentives

A number of states and municipalities also offer incentive programs to encourage the installation of charging infrastructure for electric vehicles. Eligibility for and the magnitude of incentives varies based on individual charging capabilities and other factors.

Emissions Credit Programs

California has greenhouse gas emissions standards that closely follow the standards of the U.S. Environmental Protection Agency (“EPA”). The registration and sale of ZEVs in California could earn Xos ZEV credits that Xos could in turn sell to traditional OEMs looking to offset emissions from their traditional internal combustion engine vehicles in order to meet California’s emissions regulations. Other U.S. states have adopted similar standards including Colorado, Connecticut, Delaware, Maine, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, Rhode Island, Vermont, Washington, and the District of Columbia. The Company may take advantage of these regimes by registering and selling ZEVs in these other U.S. states.

ZEV credits in California are calculated under the ZEV regulation and are paid in relation to ZEVs sold and registered in California including battery electric vehicles and fuel cell electric vehicles. The ZEV program assigns ZEV credits to each vehicle manufacturer. Vehicle manufacturers are required to maintain ZEV credits equal to a set percentage of non-electric vehicles sold and registered in California. Each vehicle sold and registered in California earns a number of credits based on the drivetrain type and the all-electric range of the vehicle under the Urban Dynamometer Driving Schedule Test Cycle.

Regulations in the United States

The Company operates in an industry that is subject to extensive environmental regulation, which has become more stringent over time. The laws and regulations to which the Company is subject govern, among others, vehicle emissions and the storage, handling, treatment, transportation and disposal of hazardous materials and the remediation of environmental contamination. Compliance with such laws and regulations at an international, regional, national, state and local level is an important aspect of the Company’s ability to continue our operations.

Environmental standards applicable to the Company are established by the laws and regulations of the countries in which it operates, standards adopted by regulatory agencies and the permits and licenses issued to the Company. Each of these sources is subject to periodic modifications and what the Company anticipates will be increasingly stringent requirements. Violations of these laws, regulations, or permits and licenses may result in substantial administrative, civil, or even criminal fines, penalties, and possibly orders to cease any violating operations or to conduct or pay for corrective works. In some instances, violations may also result in the suspension or revocation of permits or licenses.

EPA Emissions and Certificate of Conformity

The U.S. Clean Air Act requires that the Company obtain a Certificate of Conformity issued by the EPA for vehicles sold in all states, and a California Executive Order issued by the California Air Resources Board (“CARB”) is required for vehicles sold in California. Additionally, certain states, known as “CARB opt-in states,” have adopted the California standards that are either already effective or take effect in the next few years. CARB sets more stringent standards for emissions control for certain regulated pollutants for new vehicles and engines sold in California and must obtain a waiver of preemption from the EPA before implementing and enforcing such standards. States that have adopted the California standards as approved by the EPA also recognize the CARB Executive Order for sales of vehicles.

Although the Company’s vehicles have zero tailpipe emissions, the Company is required to seek an EPA Certificate of Conformity for vehicles sold in states covered by the U.S. Clean Air Act’s standards or a CARB Executive Order for vehicles sold in California or any of the other states that have adopted the stricter California standards. The Company has received the requisite EPA Certificate of Conformity and approval from CARB.

Vehicle Safety & Testing

The Company’s vehicles are subject to regulation by the National Highway Traffic Safety Administration (“NHTSA”), including all applicable Federal Motor Vehicle Safety Standards (“FMVSS”). Numerous FMVSS apply to the Company’s vehicles specifying design, construction, and performance requirements. Xos vehicles are designed to meet all applicable FMVSS standards in effect at the date of manufacture. While the Company’s current vehicles comply and it expects that future vehicles will comply with all applicable FMVSS with limited or no exemptions, FMVSS are subject to change from time to time. As a manufacturer, the Company must self-certify that its vehicles meet all applicable FMVSS, or otherwise are exempt, before the vehicles may be imported or sold in the U.S.

The Company is also required to comply with other federal laws and regulations administered by NHTSA, as well as Federal Motor Carrier Safety Regulations, Federal Highway Administration requirements, and standards set forth by the EPA.

Vehicles sold outside of the U.S. are subject to similar foreign compliance, safety, environmental, and other regulations. Many of those regulations are different from those applicable in the United States and may require redesign and/or retesting.

Automobile Manufacturer and Dealer Regulation

State laws regulate the manufacture, distribution, sale, and service (including delivery) of automobiles, and generally require motor vehicle manufacturers and dealers to be licensed in order to sell vehicles directly to customers in the state. Certain states have asserted that the laws in such states do not permit automobile manufacturers to be licensed as dealers or to act in the capacity of a dealer, or that they otherwise restrict a manufacturer’s ability to deliver or service vehicles. To sell vehicles to customers in states where the Company is not licensed as a dealer, it generally conducts the sale out of the state or via an authorized dealer partner in that state. However, certain states permit the Company, as a manufacturer of motor vehicles, to apply for and receive a dealer license to conduct vehicle sales, provided certain requirements are met. Once licensed in one of these states, the Company may sell its vehicles to any consumer in the United States as a matter of interstate commerce. As of the date of this filing, the Company sells all vehicles using its California dealer license.

Battery Safety & Testing

The Company’s battery packs are required to conform to mandatory regulations that govern transport of “dangerous goods,” defined to include lithium-ion batteries, which may present a risk in transportation. The governing regulations, which are issued by the Pipeline and Hazardous Materials Safety Administration, are based on the United Nations Recommendations on the Safe Transport of Dangerous Goods Model Regulations and related U.N. Manual Tests and Criteria. The regulations vary by mode of shipping transportation, such as by ocean vessel, rail, truck, or air. The Company uses lithium-ion cells in the high voltage battery packs in its vehicles. The use, storage, and disposal of the Company’s battery packs is regulated under U.S. federal law. The Company’s battery packs conform to such “dangerous goods” shipping standards at a cell level.

Regulations in Canada

The Company’s vehicles available for sale in the Canadian market are subject to environmental and safety certifications administered by the appropriate Canadian regulatory authorities, including, but not limited to the Canada Motor Vehicle Safety Standards, which is administered by Transport Canada. Air quality standards are administered by Environment Canada, which accepts U.S. EPA certification. Unlike the United States, there are no impediments to a manufacturer applying for and receiving a dealer license to perform sales and services; however, the Company must obtain the necessary provincial licenses to enable sales and services in each location. Xos works with a dealer partner in Canada to ensure access to the Canadian market and to facilitate vehicle transactions in compliance with Canadian law.

Seasonality

Historically, the automotive industry has experienced higher revenue in the spring and summer months. Additionally, the Company expects volumes of commercial vehicle sales to be less in the winter months as many customers shift focus to executing high-volume holiday deliveries. A significant portion of the Company’s customers operate in the parcel and delivery segment which has a “peak season” between the Thanksgiving and Christmas holidays, resulting in preparatory fleet expansions leading into such period followed by declined new vehicle purchases thereafter.

Intellectual Property

The Company’s ability to protect its material intellectual property is important to its business. The Company relies upon a combination of protections afforded to owners of patents, copyrights, trade secrets, and trademarks, along with employee and third-party non-disclosure agreements and other contractual restrictions to establish and protect its intellectual property rights. In particular, unpatented trade secrets in the fields of research, development, and engineering are an important aspect of the Company’s business by ensuring that its technology remains confidential. The Company also pursues patent protection when it believes it has developed a patentable invention and the benefits of obtaining a patent outweigh the risks of making the invention public through patent filings.

As of December 31, 2025, the Company had eight awarded U.S. patents and one patent pending. Issued U.S. patents generally have a term of 20 years from the earliest effective filing date, subject to any applicable adjustments or extensions. In 2025, the Company filed provisional patents to protect its Hub mobile charging business, which continues to be a fast-growing segment and which the Company expects to grow further as it launches new variations of the Xos Hub product line. The Company pursues the registration of its domain names and material trademarks and service marks in the United States. In an effort to protect its brand, as of December 31, 2025, the Company had 23 pending or approved U.S. trademark applications.

The Company regularly reviews its development efforts to assess the existence and patentability of new inventions, and is prepared to file additional patent applications when it determines it would benefit our business to do so.

Facilities

The Company’s headquarters are located in an 85,142 square foot facility in Los Angeles, California, where the Company performs executive and administrative functions and services its vehicles and systems, among other things. The Company entered a new lease agreement for the facility with the landlord in August 2021, the term of which commenced on January 1, 2022, and will terminate on January 31, 2027, unless amended and/or extended. On June 20, 2024, the Company entered into an agreement to sublease a portion of its Los Angeles facility, effective as of July 1, 2024. We recognized income of $0.5 million (including common area maintenance) in 2025. On March 14, 2025, the Company entered into a month to month sublease of another portion of its Los Angeles facility, effective as of April 1, 2025, and recognized income of $44,000 in 2025.

The Company also has a manufacturing facility located in Byrdstown, Tennessee that utilizes the facilities of Fitzgerald Manufacturing Partners, LLC, the largest manufacturer of glider kits in the United States. The Company leases two properties in Byrdstown subject to leases that expire in 2026 and 2027.

In connection with the acquisition of ElectraMeccanica, the Company became the lessee of certain properties, including a 235,094 square foot manufacturing facility in Mesa, Arizona and a 17,980 square foot service and distribution center in Huntington Beach, California. These properties were not needed for the Company’s business, and the Company has been working to reduce its exposure to the ElectraMeccanica lease obligations. On August 21, 2025, the Company entered into an agreement (the “Lease Termination Agreement”) with the lessor of the Mesa facility, which resulted in the termination of such lease and provided that the Company shall make monthly payments to the lessor for 18 months following termination in an aggregate amount of approximately $2.8 million.

Human Capital

People Strategy and Governance

The Company firmly believes an integral part of its growth story is through elevating the most important asset it has: its people. By focusing on the fundamentals of people strategy, leadership, culture, and talent, the Company remains strong, adaptive, innovative, and well-equipped to respond to the ever-changing commercial vehicle landscape. The People Operations team is responsible for the Company’s human capital policies and strategies and their collective recommendations to the Chief Executive Officer and key leadership members allow the Company to proactively manage its human capital and care for its employees in a manner that is consistent with its values.

Commitment to Diversity, Equity, and Inclusion

At Xos, the Company believes that creating an inclusive environment for all employees is foundational to its success. One of the Company’s organizational values is “One team: Be actively inclusive. Embrace diversity. Support and celebrate others.” The Company is committed to creating and maintaining a workplace in which all employees have an opportunity to participate and contribute to the success of the business and are valued for their skills, experience, and unique perspectives.

Talent Attraction, Growth, and Capability Assessment

The Company seeks to leverage best practices in assessments and talent management to strengthen and expand its current capabilities and future pipeline while reinforcing a culture of belonging, empowerment, and innovation. The Company also aims to create targeted learning experiences, democratizing learning and career development opportunities across the organization, and empowering employees to design their own career paths with skill development targeted for the roles of today and the future.

The Company believes the extent to which its leaders are equipped to care for, inspire, and empower its people plays a vital role in its strategy. The Company’s set of leadership standards outlines clear expectations for its leaders: that they regularly connect with team members, spend time teaching and coaching, and champion their team’s career development. The Company is committed to helping its leaders strengthen these capabilities with dedicated learning paths and non-traditional learning opportunities.

Employee Well-Being Initiatives

The Company strives for a holistic approach to well-being that encompasses the financial, social, mental/emotional, physical, and professional needs of its employees. Foundational to the Company’s well-being philosophy is providing a broad array of resources and solutions to educate employees and build capability and support for meeting individual well-being needs and goals.

The Company employs programs to understand employee sentiment on their mental and emotional well-being, health and safety, employee experience, culture, diversity, equity and inclusion, leadership, and strategic alignment. Suggestion boxes and focus groups collect additional information on employee sentiment and needs, and the Company communicates the resulting actions taken with its employee population.

The Company’s well-being programs are an integral part of its total rewards strategy as it works to address business and employee challenges through a multi-channel approach that provides its diverse populations with choices to meet their specific needs.

Employment Data

As of December 31, 2025, we had 101 employees (including 99 full-time employees) and 34 contractors, up from 114 employees (including 109 full-time employees) and 16 contractors at the prior year-end. The Company has not experienced any work stoppages and considers its relationships with its employees to be good. None of the Company’s employees is subject to a collective bargaining agreement or represented by a labor union.

Corporate Information

Xos, Inc. was initially incorporated on July 29, 2020 as a Cayman Islands exempted company under the name “NextGen Acquisition Corporation” (“NextGen”). On August 20, 2021, the transactions contemplated by the Agreement and Plan of Merger, as amended on May 14, 2021, by and among NextGen, Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of NextGen (“Merger Sub”), and Xos, Inc., a Delaware corporation (now known as Xos Fleet, Inc., “Legacy Xos”), were consummated (the “Closing”), whereby Merger Sub merged with and into Legacy Xos, the separate corporate existence of Merger Sub ceased and Legacy Xos became the surviving corporation and a wholly owned subsidiary of NextGen (such transaction the “Merger” and, collectively with the Domestication, the “Business Combination”), and Xos became the publicly traded entity listed on Nasdaq.

Available Information (Website)

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) and 15(d) of the “Exchange Act,” are available, free of charge, on the Company’s Investor Relations website at https://www.xostrucks.com/investor-overview as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. The SEC maintains a website at https://www.sec.gov that contains reports, proxy, information statements, and other information regarding registrants that file electronically with the SEC. The Company uses its Investor Relations website as a means of disclosing material information. Accordingly, investors should monitor the Company’s Investor Relations website, in addition to following its press releases, SEC filings, and public conference calls and webcasts. The information provided on, or accessible through, the Company’s Investor Relations website is not a part of this Annual Report on Form 10-K, nor is such information incorporated by reference herein, and such information should not be relied upon in determining whether to make an investment in the Company’s common stock.