xos-20260424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

____________________________


Filed by the Registrant		x

Filed by a Party other than the Registrant		o

Check the appropriate box:

x	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material Pursuant to § 240.14a-12

Xos, Inc.




(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):

x			No fee required.

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

May 4, 2026

Dear Fellow Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Xos, Inc., which will be held virtually via webcast at www.virtualshareholdermeeting.com/XOS2026 on Tuesday, June 23, 2026, at 11:00 a.m. Pacific Daylight Savings Time.

The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

In accordance with U.S. Securities and Exchange Commission rules, we are using the internet as our primary means of furnishing proxy materials to our stockholders. Because we are using the internet, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting via the internet. This notice also provides information on how our stockholders may obtain paper copies of our proxy materials if they so choose. We believe the use of the internet makes the proxy distribution process more efficient and less costly, and helps in conserving natural resources.

The Proxy Statement, the accompanying form of proxy card, the Notice of Annual Meeting of Stockholders and the 2025 Annual Report to Stockholders on Form 10-K, as amended, are available at www.proxyvote.com and may also be accessed through our website at www.xostrucks.com under the “SEC Filings” section of the “Investors” tab. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy.

Your vote is important. Please cast your vote as soon as possible over the internet, by telephone, or by completing and returning the proxy card to ensure that your shares are represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend the Annual Meeting via remote communication and to vote your shares at the Annual Meeting.

On behalf of our Board of Directors and our employees, we thank you for your continued interest in and support of our company. We look forward to the Annual Meeting on June 23, 2026.

Sincerely,

Dakota Semler

Chair of our Board of Directors and Chief Executive Officer

_____________________________

XOS, INC.
3550 Tyburn Street
Los Angeles, CA 90065

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 23, 2026

TO THE STOCKHOLDERS OF XOS, INC.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Xos, Inc., a Delaware corporation (the “Company”) will be held on Tuesday, June 23, 2026 at 11:00 a.m. Pacific Daylight Savings Time. The Annual Meeting will be a “virtual meeting” conducted solely online. You will be able to attend the Annual Meeting online by logging in at www.virtualshareholdermeeting.com/XOS2026. The Annual Meeting is being called for the following purposes:

1. to elect three Class II directors, each to serve for a three-year term ending at the 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified;

2. to ratify the appointment of Grant Thornton LLP as our independent auditors for the fiscal year ending December 31, 2026;

3. to approve the 2026 Amendment to our Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) to increase the aggregate number of shares of the common stock reserved for issuance under the 2021 Plan;

4. to approve, on a non-binding advisory basis, the fiscal year 2025 compensation of the Company’s named executive officers;

5. to recommend, on a non-binding advisory basis, the frequency of future advisory votes on the Company’s executive compensation; and

6. to approve the potential issuance of 20% or more of our issued and outstanding common stock at prices that may be less than the Nasdaq Minimum Price to the holder or holders of certain Convertible Promissory Notes and to approve any change of control that may be deemed to occur in connection with such issuance.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Our board of directors has fixed the close of business on April 24, 2026 as the record date for the determination of our stockholders entitled to notice of, and to vote at, the Annual Meeting and any and all postponements or adjournments thereof. Only those stockholders of record as of the close of business on that date are entitled to notice of and to vote at the Annual Meeting. Our stock transfer books will remain open between the record date and the date of the Annual Meeting. A complete list of stockholders will be available for examination by any stockholder commencing no later than June 13, 2026 at our headquarters at 3550 Tyburn Street, Los Angeles, California 90065. If you would like to view the list, please contact our Investor Relations Department to schedule an appointment at investors@xostrucks.com. In addition, the list will be available for inspection by stockholders on the virtual meeting website during the meeting.

All stockholders are cordially invited to electronically attend the Annual Meeting. Whether or not you plan to attend, please sign and return the enclosed proxy card, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Please note that if your stock is held by a bank, broker or other nominee, you must follow the instructions you receive from your bank, broker or other nominee, to have your stock voted. Should you receive more than one proxy card because your shares are registered in different names and addresses, each proxy should be signed and returned to ensure that all your shares will be voted. You may revoke your proxy at any time before the Annual Meeting. If you attend and vote at the Annual Meeting, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 23, 2026. This Notice of Annual Meeting of Stockholders, the Proxy Statement, accompanying form of proxy card and our Annual Report to Stockholders on Form 10-K, as amended, for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.

By Order of the Board of Directors

David M. Zlotchew

General Counsel and Secretary

Los Angeles, California

May 4, 2026

XOS, INC.
3550 Tyburn Street
Los Angeles, CA 90065

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

June 23, 2026

ANNUAL MEETING AGENDA

Proposal Number

Proposals

Page

Voting Standard

Board

Recommendation

Election of three Class II directors

Plurality of the votes cast of the shares present in person, by remote communication or represented by proxy duly authorized at the Annual Meeting and entitled to vote in the election of directors.

For each director

nominee

Ratification of the appointment of Grant Thornton LLP as our independent auditor for fiscal year ending December 31, 2026

Affirmative vote of the holders of a majority of the voting power of the shares present in person, by remote communication or represented by proxy and entitled to vote at the Annual Meeting.

For

Approval of the 2026 Amendment to the 2021 Plan to increase the aggregate number of shares of our common stock reserved for issuance under the 2021 Plan

Affirmative vote of the holders of a majority of the voting power of the shares present in person, by remote communication or represented by proxy and entitled to vote at the Annual Meeting.

For

Approval, on a non-binding advisory basis, the fiscal year 2025 compensation of the Company’s named executive officers

This vote is advisory, and therefore not binding. However, our Board and Compensation Committee will consider the outcome of this vote when considering future executive compensation arrangements as they deem appropriate.

For

Recommendation, on a non-binding advisory basis, of the frequency of future advisory votes on the Company’s executive compensation.

This vote is advisory, and therefore not binding on us or our board. Our board values the opinions that our stockholders express in their votes and will consider the outcome of this vote when considering how frequently we should conduct an advisory vote on our executive compensation as it deems appropriate.

1 Year



6	Approval of the potential issuance of 20% or more of our issued and outstanding common stock at prices that may be less than the Nasdaq Minimum Price to the holder or holders of certain Convertible Promissory Notes and to approve any change of control that may be deemed to occur in connection with such issuance.	56	Affirmative vote of the holders of a majority of the voting power of the shares present in person, by remote communication or represented by proxy and entitled to vote at the Annual Meeting.	For

TABLE OF CONTENTS


		Page
GENERAL INFORMATION		1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		3
PROPOSAL 1 ELECTION OF DIRECTORS		11
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		15
	Board Membership Criteria	15
	Director Independence	15
	Board Leadership Structure	16
	Role of the Board in Risk Oversight	16
	Meetings of the Board of Directors	17
	Board Committees	17
	Audit Committee	17
	Report of the Audit Committee of the Board of Directors	19
	Compensation Committee	20
	Nominating and Corporate Governance Committee	21
	Communications With the Board of Directors	22
	Code of Conduct for Employees, Executive Officers and Directors	22
	Corporate Governance Guidelines	23
	Insider Trading and Hedging Policy	23
DIRECTOR COMPENSATION		24
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS		26
INDEPENDENT AUDITORS’ FEES AND SERVICES		27
PROPOSAL 3 APPROVAL OF 202 6 AMENDMENT TO XOS, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN		28
	Summary Description of the 2021 Equity Incentive Plan	30
	New Plan Benefits	34
	P lan Benefits Under 2021 Plan	35
	Equity Compensation Plan Information	36
	V ote Required for Approval of the 2026 Amendment and Board Recommendation	37
EXECUTIVE OFFICERS		38
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		38
	Delinquent Section 16(a) Reports	41
EXECUTIVE COMPENSATION		42
	Summary Compensation Table	42
	Base Salary	43
	Cash Bonuses	43
	Benefits and Perquisites	46
	Equity Awards	46
	Outstanding Equity Awards at 2025 Fiscal Year-End	47

TABLE OF CONTENTS
(continued)


		Page
	Agreements with Xos Named Executive Officers	48
	Clawbacks	49
	Pay Versus Performance Disclosure	49
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION		51
	Related Person Transactions Policy and Procedures	51
	Certain Related Person Transactions	51
	Indemnification	53
PROPOSAL 4 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION		54
PROPOSAL 5 ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION		55
PROPOSAL 6 APPROVAL OF POTENTIAL SHARE ISSUANCE PURSUANT TO CO NVERTIBLE NOTE AND ANY CHANGE OF CONTROL IN CONNECTION THEREWITH		56
HOUSEHOLDING OF PROXY MATERIALS		60
OTHER MATTERS		61

APPENDIX A - Xos, Inc. Amended and Restated 2021 Equity Incentive Plan
APPENDIX B - 2025 Amendment to the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan
APPENDIX C - 2026 Amendment to the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan , as Amended

GENERAL INFORMATION

General

The enclosed proxy is solicited on behalf of the board of directors (the "Board") of Xos, Inc., for use at our Annual Meeting of Stockholders to be held on June 23, 2026 and at any and all adjournments or postponements thereof (the "Annual Meeting"). The Annual Meeting will begin at 11:00 a.m. Pacific Daylight Savings Time and will be conducted as a "virtual meeting" via live webcast on the Internet. There will be no physical location for stockholders to attend. Stockholders may only participate by logging into the virtual meeting at www.virtualshareholdermeeting.com/XOS2026. To participate in the 2026 Annual Meeting, you will need your unique control number included on your proxy card or on the instructions that accompanied your proxy materials. This proxy statement and the accompanying proxy card are first being mailed to stockholders on or about May 4, 2026.

Voting and Proxies

Only holders of record of our common stock at the close of business on April 24, 2026 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, [12,056,211] shares of our common stock were issued and outstanding. Holders are entitled to one vote at the Annual Meeting for each share of common stock held that was issued and outstanding as of the Record Date. A majority of the outstanding shares of our common stock, virtually present at the meeting or represented by proxy and entitled to vote, constitutes a quorum for the transaction of business at the Annual Meeting.

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Abstentions and broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business.

If you properly sign and return the enclosed form of proxy or transmit your voting instructions via telephone or Internet, then your shares represented will be voted at the Annual Meeting in accordance with your specified instructions. If you do not specify how your shares are to be voted, your shares will be voted (i) FOR the election of the directors proposed by our Board, (ii) FOR the ratification of our independent auditors for 2026, (iii) FOR approval of the 2026 Amendment to our Amended and Restated 2021 Equity Incentive Plan, as amended (the “2021 Plan”), (iv) FOR approval of the advisory vote on executive compensation, (v) for the option of every ONE YEAR as the frequency with which stockholders are provided an advisory vote on executive compensation, and (vi) FOR the potential issuance of 20% or more of our outstanding common stock at less than the Nasdaq Minimum Price and to approve any change of control that may be deemed to occur in connection with such issuance.

If your shares of common stock are held by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee to have your shares of common stock voted. If your shares are held by a broker, then the broker will ask you how you want your shares to be voted. If you give the broker instructions, then your shares will be voted as you direct.

A broker non-vote occurs when a bank, broker, or other nominee submits a proxy card with respect to shares it holds in a fiduciary capacity (typically referred to as being held in “street name”) but declines to vote on a particular matter because the bank, broker, or other nominee has not received voting instructions from the beneficial owner. Under the rules that govern banks, brokers, or nominees who are voting with respect to shares held in street name, banks, brokers, or nominees have the discretion to vote such shares on routine matters, but not on non-routine matters. The ratification of independent auditors is a routine matter. The election of directors, the approval of the 2026 Amendment to the 2021 Plan, the advisory vote on executive compensation, the advisory vote on the frequency of advisory votes on executive compensation, and the approval of the potential issuance of more than 20% of our outstanding common stock at less than the Nasdaq Minimum Price and to approve any change of control that may be deemed to occur in connection with such issuance are all non-routine matters.

Revocation of Proxies

If you are a beneficial stockholder, you may revoke your proxy or change your vote only by following the separate instructions provided by your broker, trust, bank or other nominee.

If you are a registered stockholder, you may revoke your proxy at any time before it is exercised at the Annual Meeting by: (i) delivering written notice, bearing a date later than the proxy, stating that the proxy is revoked; (ii) submitting a later-dated proxy relating to the same stock by mail, telephone or the internet prior to the vote at the Annual Meeting; or (iii) virtually attending and voting at the Annual Meeting itself. Registered stockholders may also follow the instructions provided on the proxy card to submit a new proxy by telephone or via the internet.

Solicitation

We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of this notice of annual meeting, proxy statement, the proxy card and any additional solicitation materials furnished to our stockholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, we may reimburse such persons for costs incurred in forwarding the solicitation materials to such beneficial owners. We intend to solicit proxies by mail, telephone and internet. No additional compensation will be paid to these individuals for soliciting. This proxy statement and our 2025 Annual Report on Form 10-K, as well as the Amendment No. 1 thereto, are available on our website (https://www.xostrucks.com/sec-filings) for public review. We have no present plans to hire special employees or paid solicitors to assist in obtaining proxies, but reserve the option to do so.

Annual Meeting Attendance

The audio webcast of the Annual Meeting will begin promptly at 11:00 a.m. Pacific Daylight Savings Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. We encourage you to access the meeting prior to the start time.

As the Annual Meeting is being conducted via an audio webcast, there is no physical meeting location. To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/XOS2026. You will need your unique control number included on your proxy card or on the instructions that accompanied your proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are logged in when the meeting starts.

If your shares are held through a broker, trustee or other nominee, it is likely that they are registered in the name of the nominee and you are the beneficial owner of shares held in street name. As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct. Your broker, trustee or other nominee has provided a voting instruction card for you to use in directing how your shares are to be voted. As a beneficial owner, you also have the right to vote your shares online during the virtual Annual Meeting. We will not be required to allow access to the Annual Meeting to anyone that does not log in at www.virtualshareholdermeeting.com/XOS2026 with valid credentials.

Once online access to the Annual Meeting is open, shareholders may submit questions, if any, on www.virtualshareholdermeeting.com/XOS2026. You will need your unique control number included on your proxy card or on the instructions that accompanied your proxy materials. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. You may vote your shares at the Annual Meeting even if you have previously submitted your vote.

Our Choice to Hold a Virtual Meeting this Year

Our board of directors has decided once again to hold the Annual Meeting virtually this year. We believe the virtual meeting format increases the opportunity for all stockholders to participate and communicate their views to a much wider audience. Stockholder rights are not affected. We may consider a change in our virtual-only meeting practice in the future, but we feel a virtual-only meeting is the right choice for Xos and its stockholders at this time.

Deadline for Receipt of Stockholder Proposals / Nominations

Under Securities and Exchange Commission ("SEC") Rule 14a-8, proposals of stockholders that are intended to be presented by such stockholders at our 2026 annual meeting of stockholders and included in the proxy statement and form of proxy relating to that meeting must be received no later than January 12, 2026. Stockholders wishing to submit proposals for the 2026 annual meeting of stockholders outside of Rule 14a-8 may do so if the proposal was timely received by us under our bylaws, as calculated below. In addition, subject to SEC Rule 14a-4(c), the proxy solicited by our Board for the 2026 annual meeting of stockholders will confer discretionary authority to vote on any stockholder proposal presented at that meeting if notice of the proposal was not timely received by us under our bylaws, as calculated below. Our bylaws provide that to be timely, notice of a nomination for director or other proposal must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days before the one year anniversary of the date of the preceding year's annual meeting.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because our Board of Directors (the “Board”) of Xos, Inc. is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders, including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. As used in this Proxy Statement, references to “we,” “us,” “our,” “Xos” and the “Company” refer to Xos, Inc. and its subsidiaries. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.

We intend to first mail the Notice and make this Proxy Statement and the form of proxy card available to stockholders on or about May 4, 2026.

Will I receive any other proxy materials?

No, you will not receive any other proxy materials by mail unless you request a paper copy of proxy materials. To request that a full set of the proxy materials be sent to your specified postal address, please go to www.proxyvote.com or call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com. Please have your proxy card in hand when you access the website or call and follow the instructions provided.

How do I attend the Annual Meeting?

You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on April 24, 2026, referred to as the “record date,” or hold a valid proxy for the Annual Meeting. To be admitted and vote at the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/XOS2026 and enter the 16-digit Control Number found next to the label “Control Number” on your Notice or proxy card, or in the email sending you the Proxy Statement. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the Annual Meeting if you have questions about obtaining your control number/proxy to vote. If you do not have a Control Number, you will be able to view the meeting webcast by visiting www.virtualshareholdermeeting.com/XOS2026 and registering as a guest, but you will not be able to vote your shares or ask questions during the Annual Meeting if you login as a guest.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares.

We encourage you to access the Annual Meeting before it begins and allow reasonable time for the check-in procedures. Online check-in will start approximately 15 minutes before the Annual Meeting. The Annual Meeting will begin promptly at 11:00 a.m. Pacific Daylight Savings Time on June 23, 2026.

What if I cannot find my Control Number?

Please note that if you do not have your Control Number and you are a registered stockholder, you will still be able to login as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/XOS2026 and register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions during the Annual Meeting.

If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.

Will a list of record stockholders as of the record date be available?

For the ten days prior to the Annual Meeting, the list will be available for examination by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To access the list of record stockholders beginning June 13, 2026 and until the Annual Meeting, stockholders should email investors@xostrucks.com.

Where can I get technical assistance?

If you have difficulty accessing the Annual Meeting, please call the phone number which will appear on the login screen where technicians will be available to help you.

If we experience technical difficulties at the Annual Meeting and are not able to resolve them within a reasonable amount of time, we may adjourn the Annual Meeting to a later date.

For the Annual Meeting, how do I ask questions of management and our Board?

We plan to have a Q&A session at the Annual Meeting and will include as many stockholder questions as the allotted time permits. Questions may be submitted during the annual meeting through www.virtualshareholdermeeting.com/XOS2026.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the record date will be entitled to vote at the Annual Meeting. On the record date, there were [12,056,211] shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on the record date your shares were registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone, vote by proxy through the internet, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. You may access the meeting and vote by logging in with your Control Number at www.virtualshareholdermeeting.com/XOS2026. However, since a beneficial owner is not the stockholder of record, you may not vote your shares live at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy.

What am I voting on?

There are six (6) matters scheduled for a vote:

•Election of three Class II directors (Proposal 1);

•Ratification of the selection by the Audit Committee of our Board (the “Audit Committee”) of Grant Thornton LLP (“Grant Thornton”) as our independent auditor for the fiscal year ending December 31, 2026 (Proposal 2);

•Approval of the 2026 Amendment to our 2021 Equity Incentive Plan, as amended (the “2021 Plan”), to increase the aggregate number of shares of our common stock reserved for issuance under the 2021 Plan (Proposal 3);

•Approval, on a non-binding advisory basis, the fiscal year 2025 compensation of the Company’s named executive officers (Proposal 4);

•Recommendation, on a non-binding advisory basis, of the frequency of future advisory votes on the Company’s executive compensation (Proposal 5); and

•Approval of the potential issuance of 20% or more of our issued and outstanding common stock at prices that may be less than the Nasdaq Minimum Price to the holder or holders of certain Convertible Promissory Notes (Proposal 6).

What if another matter is properly brought before the Annual Meeting?

Our Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

On Proposal 1, you may vote “For All” to vote for all of the nominees to our Board, “Withhold All” to withhold your vote from all of the nominees, or “For All Except” to vote for all of the nominees except the nominee(s) you specify. For Proposals 2, 3, 4 and 6 you may vote “For” or “Against” or abstain from voting. For Proposal 5, you may vote for every “1 Year,” every “2 Years” or every “3 Years” or abstain from voting.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote online at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote at the Annual Meeting even if you have already voted by proxy.

•To vote during the Annual Meeting, if you are a stockholder of record as of the record date, follow the instructions at www.virtualshareholdermeeting.com/XOS2026. You will need to enter the 16-digit Control Number found on your Notice or in the email sending you the Proxy Statement.

•To vote prior to the Annual Meeting (until 8:59 p.m. Pacific Daylight Savings Time on June 22, 2026), you may vote via the Internet; by telephone; or by completing and returning your proxy card, as described below.

•To vote using the proxy card, simply complete, sign and date the proxy card that may have been delivered to you and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

•To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and Control Number from the Notice. Your telephone vote must be received by 8:59 p.m., Pacific Daylight Savings Time on June 22, 2026 to be counted.

•To vote through the internet prior to the Annual Meeting, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and Control Number from the Notice. Your internet vote must be received by 8:59 p.m. Pacific Daylight Savings Time on June 22, 2026 to be counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction form containing voting instructions from that organization rather than from Xos. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. Beneficial owner of shares held in street name should generally be able to vote by returning a voting instruction form, or by telephone or on the internet. However, the availability of telephone and internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a beneficial owner of shares held in street name, you may not vote your shares live at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.


Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Common Stock you owned as of the record date.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable:

•“For” the election of each of the three nominees for Class II directors;

•“For” the ratification of the selection of Grant Thornton as our independent auditors for the fiscal year ending December 31, 2026;

•“For” the approval of the 2026 Amendment to the 2021 Plan to increase the aggregate number of shares of our common stock reserved for issuance under the 2021 Plan;

•“For” the approval, on a non-binding advisory basis, of the fiscal year 2025 compensation of our named executive officers (Proposal 4);

•For holding future non-binding advisory votes on our executive compensation every “1 Year” (Proposal 5); and

•“For” the approval of the potential issuance of 20% or more of our issued and outstanding common stock at prices that may be less than the Nasdaq Minimum Price to the holder or holders of certain Convertible Promissory Notes and any change of control that me be deemed to occur as a result of such issuance (Proposal 6).

If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion for certain proposals. Under the rules of the New York Stock Exchange (“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. All brokers registered as members with NYSE are subject to NYSE rules and, accordingly, NYSE rules apply to the voting of all shares held in a brokerage account, including shares of a company like ours listed on Nasdaq. In this regard NYSE has asserted that Proposals 1, 3, 4, 5 and 6 are considered to be “non-routine” under NYSE rules meaning that your broker may not vote your shares on this proposal in the absence of your voting instructions. However, Proposal 2 is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.

If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•You may submit another properly completed proxy card with a later date.

•You may grant a subsequent proxy by telephone or through the internet.

•You may send a timely written notice that you are revoking your proxy to Xos’s General Counsel at 3550 Tyburn Street, Los Angeles, CA 90065. Such notice will be considered timely if it is received at the indicated address by the close of business on the business day one week preceding the date of the Annual Meeting.

•You may attend the Annual Meeting and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

When are stockholder proposals and director nominations due for next year’s Annual Meeting?

Stockholders of the Company may submit proposals that they believe should be voted upon at our Annual Meeting or nominate persons for election to the Board.

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), stockholder proposals meeting certain requirements may be eligible for inclusion in our proxy statement for our 2027 Annual Meeting. To be eligible for inclusion in our 2027 proxy statement, any such stockholder proposals must be submitted in writing to the Secretary of the Company no later than December 30, 2026, in addition to complying with certain rules and regulations promulgated by the SEC. The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement.

Stockholders not seeking to include proposals in our proxy statement for our 2027 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act are subject to different submission requirements. To be timely, a stockholder’s notice must be received by the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the first anniversary of the 2026 Annual Meeting, unless the date of the 2027 Annual Meeting is advanced by more than 30 days or delayed by more than 30 days from the anniversary of the 2026 Annual Meeting. For our 2027 Annual Meeting, this means that any such proposal or nomination must be submitted no earlier than February 23, 2027 and no later than March 25, 2027. If the date of the 2027 Annual Meeting is advanced by more than 30 days or delayed by more than 30 days from the anniversary of the 2026 Annual Meeting, the stockholder must submit any such proposal or nomination no earlier than the close of business on the 120th day prior to the 2027 Annual Meeting and not later than the close of business on the later of (i) the 90th day prior to the 2027 Annual Meeting or (ii) the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting is first made by the Company.

In addition to satisfying the foregoing requirements under our bylaws, stockholders who intend to solicit proxies in support of director nominees other than Xos’s nominees must also comply with the additional requirements of the universal proxy rules in Rule 14a-19 of the Exchange Act, including that they provide notice that sets forth the information required by Rule 14a-19(b) no later than April 24, 2027.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, (a) for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes for each nominee, if any; (b) for the non-binding advisory vote on the frequency of future advisory votes on executive compensation, votes for every “1 Year,” every “2 Years” and every “3 Years” and broker non-votes, if any; and (c) with respect to the other proposals, votes “For,” “Against,” abstentions and, if applicable, broker non-votes. An abstention will be counted towards the vote total for Proposals 2, 3, 4, 5 and 6 and will have the same effect as an “Against” vote for Proposals 2, 3 and 4, and will be considered by the Board when evaluating the intent of our stockholders with respect to Proposal 5. Broker non-votes on Proposals 1, 3, 4, 5 and 6 will have no effect and will not be counted towards the vote total for any of these proposals. Because Proposal 2 is considered a “routine” proposal, we do not anticipate any broker non-votes with respect to this proposal.

What are “broker non-votes”?

A “broker non-vote” occurs when your broker submits a proxy for the meeting with respect to “routine” matters but does not vote on “non-routine” matters because you did not provide voting instructions on these matters. These un-voted shares with respect to the “non-routine” matters are counted as “broker non-votes.” NYSE has asserted that Proposals 1, 3, 4, 5 and 6 are considered to be “non-routine” under NYSE rules and we therefore expect broker non-votes to exist in connection with these proposals. NYSE has advised us that Proposal 2 is considered to be a “routine” matter under NYSE rules meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

How many votes are needed to approve each proposal?

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.

Proposal

Number

Proposal Description

Vote Required for Approval

Effect of

Abstentions

Effect of

Broker Non-

Votes

Election of three Class II Directors

Nominees receiving the most “For” votes of the shares present in person by remote communication or represented by proxy and entitled to vote on the matter (plurality); withheld votes will have no effect.

Not applicable

No effect

Ratification of the selection of Grant Thornton as our independent auditors for fiscal year 2026

“For” votes from the holders of a majority of shares present by remote communication or represented by proxy and entitled to vote on the matter.

Against

Not applicable(1)

Approval of the 2026 Amendment to the 2021 Plan

“For” votes from the holders of a majority of shares present by remote communication or represented by proxy and entitled to vote on the matter.

Against

No effect

Non-binding advisory vote on the fiscal year 2025 compensation of our named executive officers

This vote is advisory, and therefore not binding on us or our board. However, our board and its compensation committee will consider the outcome of this vote when considering future executive compensation arrangements as they deem appropriate.

Against

No effect

Non-binding advisory vote on the frequency of future advisory votes on executive compensation

Will result in the alternatives receiving fewer votes

Approval of the potential issuance of 20% or more of our issued and outstanding common stock at prices that may be less than the Nasdaq Minimum Price to the holder or holders of certain Convertible Promissory Notes and any change of control that may be deemed to occur as a result of such issuance.

“For” votes from the holders of a majority of shares present by remote communication or represented by proxy and entitled to vote on the matter.

Against

No effect

(1) This proposal is considered to be a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NYSE rules to vote your shares on this proposal.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote are present at the Annual Meeting by remote communication or represented by proxy. On the record date, there were [12,056,211] shares of Common Stock

outstanding and entitled to vote. Thus, the holders of at least [6,028,106] shares must be present via remote communication or represented by proxy at the Annual Meeting to have a quorum.

Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a current report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional current report on Form 8-K to publish the final results.

What happens if the Annual Meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned Annual Meeting. You will still be able to change your proxy until it is voted.

Any adjournment of the Annual Meeting can be accessed at the same website listed above and you may vote at any postponement or adjournment using the same control number.

PROPOSAL 1

ELECTION OF DIRECTORS

Classified Board

Our Board is divided into three classes, designated as Class I, Class II and Class III, respectively. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on our Board may be filled by a majority of the directors then in office, even though less than a quorum of our Board, or by a sole remaining director. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

Our Board presently has nine members. There are three Class II directors whose terms of office expire in 2026. Each of Mr. Mattson and Mr. Sordoni was previously elected by our stockholders. Ms. Yake was appointed as a director by our Board in December 2021. The Board has nominated Messrs. Mattson and Sordoni and Ms. Yake for election as Class II directors. If elected at the Annual Meeting, each of these nominees would serve until the 2029 annual meeting of stockholders and until the director’s successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.

It is the Company’s policy to encourage directors and nominees for director to attend the Annual Meeting, either in person or by remote communication. Seven of the Company’s then-serving eight directors attended the 2025 Annual Meeting.

Directors are elected by a plurality of the votes of the holders of shares present by remote communication or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected.

Directors

The following table sets forth certain information regarding our current directors as of April 24, 2026:

Name

Class

Age

Positions

Dakota Semler

Class III

Chief Executive Officer, Chair of our Board of Directors

Giordano Sordoni

Class II

Chief Operating Officer, Director

Stuart Bernstein(1)(2)

Class III

Director

George N. Mattson(1)(3)

Class II

Director

Dietmar Ostermann(1)(2)(3)(4)

Class III

Director

Ed Rapp(1)(2)

Class I

Director

Michael Richardson(2)(3)

Class I

Director

John F. Smith(1)

Class I

Director

Alice Yake(3)

Class II

Director

__________________

(1) Member of our Audit Committee.

(2) Member of our Compensation Committee.

(3) Member of our Nominating and Corporate Governance Committee.

(4) Lead independent director.

Each of our directors, including our current nominees, was nominated based on the assessment of our Nominating Committee and our Board that he or she has demonstrated: relevant business experience; excellent decision-making ability; good judgment; and personal integrity and reputation. Our Board consists of, and seeks to continue to include, persons whose diversity of skills, experience and background are complementary to those of our other directors.

Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting

George N. Mattson. Mr. Mattson has served as a member of our Board since August 2021, prior to which Mr. Mattson served as a director of NextGen Acquisition Corporation (“NextGen”), our predecessor, since October 2020. Mr.

Mattson has served as the Chief Executive Officer and director of Wheels Up Experience Inc. (NYSE: UP), a leading provider of on-demand private aviation in the U.S., since September 2023. Mr. Mattson is a private investor in public and private companies and was the co-founder and co-Chairman of NextGen and NextGen Acquisition Corp. II (“NextGen II”), both special purpose acquisition companies, prior to their mergers in 2021 with Xos, Inc. and Virgin Orbit Holdings, respectively. Mr. Mattson served as a Partner and Co-Head of the Global Industrials Group in Investment Banking at Goldman, Sachs & Co. from November 2002 through August 2012. Mr. Mattson joined Goldman Sachs in 1994 and served in a variety of positions before becoming Partner and Co- Head of the Global Industrials Group. Mr. Mattson formerly served as a director of Delta Air Lines, Inc. (NYSE: DAL) from October 2012 to October 2023, Virgin Galactic Holdings, Inc. (NYSE: SPCE) from October 2019 to June 2023, and Virgin Orbit Holdings, Inc. (Nasdaq: VORB) from December 2021 to August 2023, NextGen II from January 2021 to December 2021 and Air France-KLM S.A. (PAR: AF) from 2017 until February 2021. Mr. Mattson holds a B.S. degree in Electrical Engineering from Duke University and an M.B.A. from the Wharton School of the University of Pennsylvania.

Mr. Mattson is qualified to serve on our Board due to his substantial strategic, financial and transactional experience and deep expertise in the industrial sector, and his experience serving as a director for various public and private companies.

Giordano Sordoni. Mr. Sordoni has served as our Chief Operating Officer and a member of our Board since August 2021. Mr. Sordoni is a Co-Founder of Xos and served as Chief Operating Officer and a director of Legacy Xos (as defined below) from September 2016 to August 2021. Prior to Xos, Mr. Sordoni served as Co-Founder at Calibur Inc., a startup consulting business advising early-stage businesses, from August 2015 to August 2016. Mr. Sordoni was Director of Marketing at Malibu Family Wines, a wine production company, from July 2014 to June 2016. Mr. Sordoni holds a B.A. in International Business and Marketing from George Washington University.

Mr. Sordoni is qualified to serve on our Board due to his experience serving as Xos’s Co-Founder and Chief Operating Officer, as well as overseeing operations of multiple fleets ranging from Class 2 to Class 6 medium-duty shuttle and delivery vehicles.

Alice Yake (Jackson). Ms. Yake has served as a member of our Board since December 2021. In April 2025, Ms. Yake began serving as VP – Grid Modeling Initiative of Breakthrough Energy. Previously, Ms. Yake served as Senior Vice President, System Strategy and Chief Planning Officer at Xcel Energy Inc. (Nasdaq: XEL), a major U.S. electricity and natural gas company, from June 2022 to March 2025. From May 2018 to June 2022, she served as President of Xcel Energy - Colorado. From September 2016 to May 2018, she served as Associate Vice President of Strategic Revenue Initiatives at Xcel Energy Inc. Ms. Yake has been a director of Liberty Energy Inc. (NYSE:LBRT) since October 2025. Ms. Yake is Chair of the Board of Directors of the Smart Electric Power Alliance, and sits on the boards of the Denver Museum of Nature and Science, Mile High United Way, Colorado Concern, and the American Red Cross CO/WY Chapter. Ms. Yake received a B.S. in Management Information Systems from Texas A&M University and completed the Harvard Business School Program for Leadership Development.

Ms. Yake is qualified to serve on our Board due to her energy infrastructure expertise and public company management experience.

Directors Continuing in Office Until the 2027 Annual Meeting

Stuart Bernstein. Mr. Bernstein has served as a member of our Board since October 2022. Mr. Bernstein is the Founder and Managing Member of Sustainable Capital LLC, a sustainable investment firm. Prior to that, he was a long-time partner at Goldman Sachs & Co. (“Goldman Sachs”), where during his 25-year career he founded and managed the Clean Technology and Renewables Group within the investment banking division, working with many of the firm’s corporate and investor clients focused on sustainability. He also ran the Venture Capital Coverage effort, was co-head of Equity Capital Markets and Global Head of the Technology Capital Markets Team where he advised on capital markets strategies and transactions with hundreds of late-stage private and early-stage public growth companies. Mr. Bernstein is also: Strategic Advisor to G2VP, a sustainable venture and growth investment firm; Senior Advisor to Story3 Capital Partners, a consumer, commerce, and content private equity firm; Advisory Board Member of Kimpact, a national affordable housing fund with a focus on environmental and social impact; Strategic Advisor to Corner Development Founders, pursuing real estate redevelopment through tenant upgrades, multi-family additions and sustainable improvements; and Advisory Board Member to Upwell Water, a company committed to creating tech-enabled water resources and infrastructure to solve the World’s water needs. Mr. Bernstein has been a Board Member of the Haas School of Business since January 2008, served as a Trustee of the University of California, Berkeley from September 2012 to August 2021, and served on the Advisory Board of the Lawrence Berkeley National Lab from August 2018 to December 2020. Previously, Mr. Bernstein served as an advisor to our predecessor company, NextGen, and NextGen II. Mr. Bernstein earned a B.S., Phi Beta Kappa, from the University of California, Berkeley and an MBA and MPA from the Harvard Business School and the Harvard Kennedy School, respectively.

Mr. Bernstein is qualified to serve on our Board due to his strong strategic investment and transactional experience and deep understanding of clean technology and renewable energy.

Dietmar Ostermann. Mr. Ostermann has served as a member of our Board since March 2024, prior to which he served as a director of ElectraMeccanica since July 2022. Mr. Ostermann has consulted for a wide range of original equipment manufacturers (including Navistar, Daimler Truck, Proterra, Ashok Leyland, FAW, GM, Ford, Stellantis, Rivian, BMW, Mercedes, VW, Nissan and Hyundai) as well as many auto suppliers (including American Axle, Dana, Denso, Magna, Metalsa, and ZF) on topics of business strategy, product development and operations improvement. Mr. Ostermann most recently served as PricewaterhouseCoopers’s (“PwC’s”) Global and US Auto Advisory Leader based in Detroit, MI for 11 years. Prior to PwC, he led the global auto practice of management consulting firm PRTM in Boston, MA. Prior to that, he spent 17 years at the management consulting firm A.T. Kearney in the United States and Germany, where he served as Chief Executive Officer for three years. Mr. Ostermann currently serves as an independent director for auto suppliers Shape Corp, North American Stamping Group and Vistech, and as an advisory board member of EV Charger manufacturer and charging software solutions provider ChargePoint (Nasdaq:CHPT). Mr. Ostermann holds a bachelor’s degree in Industrial Engineering and Business from the University of Hamburg in Germany and a master’s degree in industrial and Systems Engineering and Business from the University of Southern California.

Mr. Ostermann is qualified to serve on our Board due to his extensive experience in the automotive industry.

Dakota Semler. Mr. Semler has served as our Chief Executive Officer and the Chair of our Board since August 2021. Mr. Semler is a Co-Founder of Xos and served as Chief Executive Officer and a director of Legacy Xos (as defined below) from September 2016 to August 2021. Prior to Xos, Mr. Semler served as Chief Executive Officer of Malibu Management Services, a hospitality operator, and Bucket List Experiences, a tour operator company from 2014 to 2016. Mr. Semler was also an independent contractor for TSG Group, a real estate holding company, from 2014 to 2016. Mr. Semler attended California State University and George Washington University.

Mr. Semler is qualified to serve on our Board due to his experience serving as Xos’s Co-Founder and Chief Executive Officer, as well as managing fleet operations for multiple fleets ranging from Class 2 light-duty vehicles to Class 8 short-haul vehicles.

Directors Continuing in Office Until the 2028 Annual Meeting

Ed Rapp. Mr. Rapp has served as a member of our Board since August 2021. Prior to his retirement in 2016, Mr. Rapp was a Caterpillar Inc. (NYSE: CAT) Group President. During his time in the Caterpillar executive office, Mr. Rapp led Resource Industries and Construction Industries and served as the company’s Chief Financial Officer. Mr. Rapp also serves as a director of AbbVie, Inc. (NYSE: ABBV) and previously served as a director of FM Global. Mr. Rapp holds a BSBA in Finance from University of Missouri - Columbia.

Mr. Rapp is qualified to serve on our Board due to his strong public company board experience, public company CFO experience, and a deep understanding of running a large industrial business.

Michael Richardson. Mr. Richardson has served as a member of our Board since March 2024, prior to which he served as Vice-Chair of the ElectraMeccanica board of directors, of which he was a member since November 2022. Mr. Richardson served as Interim Chief Executive Officer of Dura Automotive, an independent designer and manufacturer of automotive components, from March 2020 to September 2020. Mr. Richardson served as President of Nexteer Automotive from June 2016 to January 2020 and also served as Executive Board Director of Nexteer Automotive from April 2013 to January 2020. Mr. Richardson has been serving as a director of Shape Corporation since February 2018, and served as a director of Dura Automotive Systems LLC from September 2020 to December 2024. Mr. Richardson holds a bachelor’s degree in Mechanical Engineering from Kettering University and a master’s degree in Business Administration from Central Michigan University.

Mr. Richardson is qualified to serve on our Board due to his technical expertise in product development and public company experience.

John F. Smith. Mr. Smith has served as a member of our Board since August 2025. Mr. Smith has been Principal of Eagle Advisors LLC, a strategy development and performance improvement consultancy since 2011. Mr. Smith previously served on the board of directors of: TI Fluid Systems plc (LON: TIFS), from 2017 to 2025; American Axle & Manufacturing (NYSE: AXL), from 2011 to 2025; Covisint Corp (Nasdaq: COVS), where he was Chairman from 2016 until its sale in 2017; and CEVA Logistics (SIX:CEVAL), from 2013 until it was taken private in 2019. In 2010, Mr. Smith retired as Group Vice President of General Motors, Corporate Planning and Alliances, after over forty-two years with GM. Mr. Smith also serves on the board, and as Secretary and Treasurer of Jeremie Rising, a 501(c)(3) non-profit

organization he co-founded in 2019 dedicated to providing medical, educational and shelter-related relief to Haitians living in and around Jérémie, Haiti.

Mr. Smith is qualified to serve on our Board due to his extensive experience with OEM strategy, public company investor relations, capital-raising and human resources, as well as his financial expertise.

RECOMMENDATION OF OUR BOARD:

Our Board unanimously recommends that you vote “FOR” the election of the nominees listed above.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Membership Criteria

Our Board considers director nominee recommendations from the Nominating and Corporate Governance Committee of our Board (the “Nominating and Corporate Governance Committee”). Director candidates should have certain minimum qualifications, including being able to read and understand basic financial statements and having the highest personal integrity and ethics. In considering candidates recommended by the Nominating and Corporate Governance Committee, our Board also considers factors such as: (i) possessing relevant expertise upon which to be able to offer advice and guidance to management; (ii) having sufficient time to devote to our affairs; (iii) demonstrating excellence in his or her field; (iv) having the ability to exercise sound business judgment; (v) experience as a board member or executive officer of another publicly held company; and (vi) having a diverse personal background, perspective, and experience. Our Board reviews candidates for director nomination in the context of the current composition of our Board, our operating requirements and the long-term interests of our stockholders.

The Nominating and Corporate Governance Committee appreciates the value of thoughtful Board refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of our Board. In the case of incumbent directors whose terms of office are set to expire, the Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. To compile a list of potential director candidates, the Nominating and Corporate Governance Committee uses its network of contacts and may also engage, if it deems appropriate, a professional search firm. The function of the professional search firm would be to identify potential candidates, including those with diverse attributes, facilitate meetings with the candidates, conduct diligence regarding the candidate and confirm such candidate’s background. After identifying the potential candidates, the Nominating and Corporate Governance Committee, or the third-party search firm, if used, would then conduct any appropriate and necessary inquiries into the backgrounds and qualifications of such possible candidates after considering the function and needs of our Board.

The Nominating and Corporate Governance Committee also determines whether the director candidate is independent for purposes of the Nasdaq Stock Market (“Nasdaq”), which determination is based upon applicable Nasdaq listing rules, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee would then meet to discuss and consider the candidates’ qualifications and then select a nominee for recommendation to our Board by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to our Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 3550 Tyburn Street, Los Angeles, CA 90065, Attention: General Counsel, in accordance with the timeline outlined in our Bylaws. Submissions must include, among other things, the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Director Independence

Each of the directors on our Board other than Dakota Semler and Giordano Sordoni qualifies as an independent director, as defined under the Nasdaq listing rules, and our Board consists of a majority of “independent directors,” as defined under the rules of the SEC and Nasdaq listing rules relating to director independence requirements. In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications and operations of the Audit Committee of the Board (the “Audit Committee”) and the Compensation Committee of the Board (the “Compensation Committee”).

As required under the Nasdaq listing standards, a majority of the members of a listed company’s Board must qualify as “independent,” as affirmatively determined by our Board. Our Board consults with the Company’s counsel to

ensure that our Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, our Board has affirmatively determined that the following seven directors are independent directors within the meaning of the applicable Nasdaq listing standards: Mr. Bernstein; Mr. Mattson; Mr. Ostermann; Mr. Rapp; Mr. Richardson; Mr. Smith; and Ms. Jackson. Luisa Ingargiola, who left the Board during 2025, was determined to be “independent” during the period she served on the Board in 2025. In making these determinations, our Board considered the current and prior relationships that each director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our shares by each director and the transactions described in the section titled “Certain Related Person Transactions” and found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

Board Leadership Structure

Our Board is currently chaired by the Chief Executive Officer of the Company, Mr. Semler. Our Board also has an appointed lead independent director, who was Mr. Mattson for the first half of 2025 and Mr. Ostermann starting July 1, 2025.

The Company believes that combining the positions of Chief Executive Officer and Chair helps to ensure that our Board and management act with a common purpose. In the Company’s view, separating the positions of Chief Executive Officer and Chair has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken the Company’s ability to develop and implement strategy. Instead, the Company believes that combining the positions of Chief Executive Officer and Chair provides a single, clear chain of command to execute the Company’s strategic initiatives and business plans. In addition, the Company believes that a combined Chief Executive Officer/Chair is better positioned to act as a bridge between management and our Board, facilitating the regular flow of information. The Company also believes that it is advantageous to have a Chair with an extensive history with and knowledge of the Company (as is the case with the Company’s Chief Executive Officer) as compared to a relatively less informed independent Chair.

Our Board had appointed Mr. Mattson, and more recently, has appointed Mr. Ostermann as the lead independent director to help reinforce the independence of our Board as a whole. The position of lead independent director has been structured to serve as an effective balance to a combined Chief Executive Officer/Chair. The lead independent director is empowered, among other duties and responsibilities, to approve agendas and meeting schedules for regular Board meetings, preside over Board meetings in the absence of the Chair, preside over and establish the agendas for meetings of the independent directors, act as liaison between the Chair and the independent directors, approve information sent to our Board, preside over any portions of Board meetings at which the evaluation or compensation of the Chief Executive Officer is presented or discussed and, as appropriate upon request, act as a liaison to stockholders. In addition, it is the responsibility of the lead independent director to coordinate between our Board and management with regard to the determination and implementation of responses to any problematic risk management issues. As a result, the Company believes that the lead independent director can help ensure the effective independent functioning of our Board in its oversight responsibilities. In addition, the Company believes that the lead independent director is better positioned to build a consensus among directors and to serve as a conduit between the other independent directors and our Chair, for example, by facilitating the inclusion on meeting agendas of matters of concern to the independent directors. In light of the Chief Executive Officer’s extensive history with and knowledge of the Company, and because our Board’s lead independent director is empowered to play a significant role in our Board’s leadership and in reinforcing the independence of our Board, the Company believes that it is advantageous for the Company to combine the positions of Chief Executive Officer and Chair.

Role of the Board in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us, and the Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The

Audit Committee also monitors compliance with legal and regulatory requirements. The Compensation Committee of our Board (the “Compensation Committee”) assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Meetings of the Board of Directors

Our Board met 11 times, and acted by unanimous written consent in lieu of a meeting on eight occasions, during fiscal year 2025. Each member of our Board attended 75% or more of the aggregate number of meetings of our Board and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member, except Mr. Mattson, who attended 73% of such meetings.

As required under applicable Nasdaq listing standards, in fiscal year 2025, the Company’s independent directors met three times in regularly scheduled executive sessions at which only independent directors were present.

Board Committees

Our Board has established three standing committees: an Audit Committee; a Compensation Committee; and a Nominating and Corporate Governance Committee. Our Board adopted a charter for each of these committees, which complies with the applicable requirements of current Nasdaq rules. We will comply with future requirements to the extent they will be applicable to us. Copies of the charters for each committee are available on the investor relations portion of our website at https://www.xostrucks.com/corporate-governance. The information provided on, or accessible through, our website is not a part of this Proxy Statement, nor is such information incorporated by reference herein, and such information should not be relied upon in determining whether to make an investment in our common stock.

Audit Committee

The Audit Committee consists of Ed Rapp, Stuart Bernstein, Dietmar Ostermann, George Mattson and John F. Smith. Ms. Yake and Messrs. Rapp, Bernstein and Mattson served on the Audit Committee throughout 2025, with our standing committees being reconstituted effective January 1, 2026. In addition, former director, Ms. Ingargiola, served on the Audit Committee from prior to 2025 until her resignation from our Board, effective June 24, 2025. Our Board determined that each of the members of the Audit Committee satisfies the independence requirements of Nasdaq and Rule 10A-3 under the Exchange Act. Each member of the Audit Committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, our Board examined each Audit Committee member’s scope of experience and the nature of their prior and/or current employment.

Mr. Rapp serves as the chair of the Audit Committee. Our Board determined that each of Messrs. Rapp, Ostermann and Smith qualifies (and that Ms. Ingargiola qualified) as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq listing rules. In making this determination, our Board considered such director’s formal education and previous experience in financial roles. Both our independent auditors and management periodically meet privately with the Audit Committee.

The Audit Committee met three times, and acted by unanimous written consent on five occasions, during fiscal year 2025 and is actively involved in the review and oversight of the Company’s financials, the development of the Company’s internal controls and accounting functions, among the committee’s other responsibilities.

The functions of this committee include, among other things:

•oversee the Company’s accounting and financial reporting processes, systems of internal control, financial statement audits and the integrity of the Company’s financial statements;

•manage the selection, engagement terms, fees, qualifications, independence, and performance of the Company’s auditors;

•maintain and foster an open avenue of communication with the Company’s management, internal audit function and auditors;

•review any reports or disclosures required by applicable law and stock exchange listing requirements;

•oversee the design, implementation, organization and performance of the Company’s internal audit function;

•help the Board oversee the Company’s legal and regulatory compliance, including risk assessment and management practices and policies;

•provide regular reports and information to the Board;

•review with management and the auditors the results of the Company’s annual financial statement audit;

•review the annual audited financial statements and the quarterly financial statements and recommend to the Board whether the proposed annual audited financial statements should be included in the Company’s Annual Report on Form 10-K;

•review the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in its periodic reports to be filed with the SEC;

•review any proposed earnings press releases and other financial information and guidance regarding the Company’s results of operations to be provided publicly or to ratings agencies;

•review significant issues regarding accounting principles and financial-statement presentation;

•review the Company’s processes and policies on risk identification, management and assessment in all areas of the Company’s business, including financial and accounting;

•confer with management and the auditors concerning the scope, design, adequacy and effectiveness of internal control over financial reporting and the Company’s disclosure controls and procedures;

•oversee procedures for receiving, retaining and investigating complaints regarding accounting, internal accounting controls or auditing matters or other complaints or submissions delegated to the committee by the Board;

•review the results of management’s efforts to monitor compliance with the Company’s programs and policies designed to ensure compliance with applicable laws and stock exchange listing requirements;

•review and approve, in accordance with the Company’s policies, any related party transaction as defined by applicable law or stock exchange listing requirements; and

•evaluate the committee’s performance and review and assess the adequacy of the committee’s charter and recommend any proposed changes to the Board for its consideration.

Our Board has adopted a written Audit Committee charter that is available to stockholders on our website at https://www.xostrucks.com/corporate-governance.

Report of the Audit Committee of the Board of Directors*

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities Exchange Commission (the “SEC”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Ed Rapp (chair)

Stuart Bernstein

George N. Mattson

Dietmar Ostermann

John F. Smith

____________

*The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

Commencing January 1, 2026, the Compensation Committee has consisted of Dietmar Ostermann, Stuart Bernstein, Ed Rapp and Michael Richardson. Throughout 2025, the Compensation Committee consisted of Mr. Ostermann, Mr. Bernstein, George Mattson and Mr. Rapp. Mr. Mattson served as the chair of the Compensation Committee until April 3, 2025, when Mr. Mattson stepped down as chair of the Compensation Committee and the Board appointed Mr. Ostermann as the new chair. Our Board has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfies the independence requirements of Nasdaq.

The Compensation Committee met six times, and acted by unanimous written consent on five occasions, during fiscal year 2025 and is actively involved in reviewing and defining our approach to compensation, including overall and executive compensation.

The functions of the committee include, among other things:

•help the Board oversee the Company’s compensation policies, plans and programs with a goal to attract, incentivize, retain and reward top quality executive management and employees;

•review and determine the compensation to be paid to the Company’s executive officers and directors;

•when required, review and discuss with management the Company’s compensation disclosures in the “Compensation Discussion and Analysis” section of the Company’s annual reports, registration statements, proxy statements or information statements filed with the SEC;

•when required, prepare and review the committee report on executive compensation included in the Company’s annual proxy statement in accordance with applicable rules and regulations of the SEC;

•review, oversee and approve (or make recommendations to the Board for approval of) the Company’s overall compensation strategy and policies;

•review and approve (or make recommendations to the Board for approval of) the compensation and other terms of employment of the Company’s Chief Executive Officer and evaluate the Chief Executive Officer’s performance in achieving corporate performance goals and objectives;

•review and approve (or make recommendations to the Board for approval of) the compensation, individual and corporate performance goals and objectives and other terms of employment of the Company’s other executive officers and evaluate their individual performance;

•develop and periodically review with the Company’s Chief Executive Officer the plans for succession for the Company’s executive officers (with the exception of the Chief Executive Officer);

•review and recommend to the Board for its approval the type and amount of compensation to be paid or awarded to Board members;

•adopt, amend, terminate, and administer the Company’s equity awards, pension, and profit sharing plans, bonus plans, benefit plans and other similar programs; and

•evaluate the committee’s performance and review and assess the adequacy of the committee’s charter and recommend any proposed changes to the Board for its consideration.

The composition and function of the Compensation Committee comply with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and regulations and Nasdaq listing rules. We will comply with future requirements to the extent they become applicable to us.

Our Board has adopted a written Compensation Committee charter that is available to stockholders on our website at https://www.xostrucks.com/corporate-governance.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets on a regular schedule several times per year. The agenda for each meeting is usually developed in coordination with the Chair of the Compensation Committee, in consultation with the Chief Executive Officer and the General Counsel. Various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings.

The Chief Executive Officer does not participate in, and is not present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities, and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties.

Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to our Compensation Committee by the Chief Executive Officer. For all executives and directors, as part of its deliberations the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives and directors in various hypothetical scenarios, and executive and director stock ownership information.

The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, during fiscal year 2023 the Compensation Committee had engaged the services of Meridian LLP (“Meridian”) as its independent outside compensation consultant to provide services to our Board, including market-based analysis of executive compensation arrangements for our management team, which the Compensation Committee relied upon in setting the compensation of the named executive officers in fiscal year 2024. The Compensation Committee has not retained any independent outside compensation consultants since fiscal year 2023.

Neither Meridian nor any of its affiliates had or maintain any other direct or indirect business relationships with us or any of our subsidiaries. The Compensation Committee evaluated whether any work provided by Meridian raised any conflict of interest for services performed during 2023 and determined that it did not.

During 2023, Meridian’s services were limited to advising on executive and director compensation, employee equity plans, and other broad-based plans that do not discriminate in scope, terms, or operation, in favor of our executive officers or directors, and that are available generally to all salaried employees.

Compensation Committee Interlocks and Insider Participation

Throughout 2025, the Compensation Committee consisted of George Mattson, Stuart Bernstein, Dietmar Ostermann and Ed Rapp. Mr. Mattson served as chair until April 3, 2025, when Mr. Ostermann took over the gavel. None of the members of the Compensation Committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the Board or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Alice Yake, George Mattson, Dietmar Ostermann and Michael Richardson. Ms. Yake serves as the chair of the Nominating and Corporate Governance Committee. Mr. Ostermann was appointed to the Nominating and Corporate Governance Committee effective January 1, 2026. Our Board has determined that each of the members of the Nominating and Corporate Governance Committee satisfies the independence requirements of Nasdaq.

The functions of this committee include, among other things:

•help the Board oversee the Company’s corporate governance functions and develop, update as necessary and recommend to the Board the governance principles applicable to the Company;

•identify, evaluate and recommend and communicate with candidates qualified to become Board members or nominees for directors of the Board consistent with criteria approved by the Board;

•periodically review the performance of the Board, including the Board committees and management, and make recommendations to the Board for areas of improvement;

•oversee the Board’s committee structure and operations, including authority to delegate to subcommittees and committee reporting to the Board;

•periodically review and make recommendations to the Board regarding the Company’s process for stockholder communications with the Board;

•consider possible conflicts of interest of officers and directors as set forth in the Company’s Code of Conduct, and make recommendations to the Board to prevent, minimize or eliminate such conflicts of interest;

•periodically review and assess the Company’s corporate governance guidelines and the Code of Conduct, and, as appropriate, recommend changes to the Board for its consideration;

•develop and periodically review with the Company’s Chief Executive Officer the plans for succession for the Company’s Chief Executive Officer, as it sees fit, and make recommendations to the Board with respect to the selection of appropriate individuals to succeed to this position;

•consider the Board’s leadership structure, including the separation of the chairperson of the Board and Chief Executive Officer roles and/or appointment of a lead independent director of the Board, either permanently or for specific purposes, and make such recommendations to the Board with respect thereto as the Committee deems appropriate;

•periodically review the processes and procedures used by the Company to provide information to the Board and its committees and the scope of such information and make recommendations to the Board and management for improvement as appropriate; and

•evaluate its performance and review and assess the adequacy of the committee’s charter and recommend any proposed changes to the Board for its consideration.

The composition and function of the Nominating and Corporate Governance Committee comply with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and regulations and Nasdaq listing rules. We will comply with future requirements to the extent they become applicable to us.

Our Nominating and Corporate Governance Committee met six times, and acted by unanimous written consent on four occasions, during fiscal year 2025 and is actively involved in our governance and operations.

Our Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at https://www.xostrucks.com/corporate-governance.

Communications With the Board of Directors

Any stockholder or any other interested party who desires to communicate with our Board, or any specified individual director, may do so by directing such correspondence to the attention of our Corporate Secretary at our offices at 3550 Tyburn Street, Los Angeles, California 90065. Communications received are distributed to an independent Board member, as well as other members of our Board, as appropriate, depending on the facts and circumstances outlined in the communication received, within the discretion of our secretary.

Code of Conduct for Employees, Executive Officers and Directors

Our Board adopted a Code of Conduct (the “Code of Conduct”), applicable to all of our employees, officers (including our principal executive officer, principal financial officer and principal accounting officer) and directors. The Code of Conduct is available on our website at https://www.xostrucks.com/corporate-governance. The Nominating and Corporate Governance Committee of our Board is responsible for overseeing the Code of Conduct and must approve any

waivers of the Code of Conduct for employees, executive officers and directors. Any amendments to the Code of Conduct, or any waivers of its requirements, that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, will be disclosed on our website within the time period required by the SEC. Upon request to our secretary, we will provide a copy of our Code of Conduct to any person without charge.

Corporate Governance Guidelines

Our Board adopted the Xos, Inc. Corporate Governance Guidelines to assure that our Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices our Board intends to follow with respect to Board composition and selection including diversity, Board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and Board committees and director compensation. The Corporate Governance Guidelines, as well as the charters for each committee of our Board, may be viewed on our website at https://www.xostrucks.com/corporate-governance.

Insider Trading and Hedging Policy

We have adopted the Xos, Inc. Amended and Restated Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees (including members of their immediate families and anyone with whom they share a household) that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any Nasdaq listing standards applicable to the Company. While the Insider Trading Policy does not apply to the Company directly, the Company seeks to comply with all insider trading laws, rules and regulations, and applicable listing standards in connection with any transactions it may make involving our stock.

Under the Insider Trading Policy, all of our directors, officers, employees and designated consultants are prohibited from engaging in short sales of our securities, trading in derivative securities, including buying or selling puts or calls on our securities, or otherwise engaging in any form of hedging or monetization transactions (such as prepaid variable forwards, equity swaps, collars and exchange funds) involving our securities. Our Insider Trading Policy does allow entering into any margin account arrangement or pledging our securities as collateral for a loan with prior approval by us.

The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to the full text of such policy, as amended, copies of which can be found as Exhibits 19.1 and 19.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

DIRECTOR COMPENSATION

Commencing on October 1, 2021, our lead independent director receives an annual cash retainer of $25,000 for his or her service in that role. The chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee receive annual cash retainers of $20,000, $10,000 and $10,000, respectively, for their respective committee service. The annual cash retainers are payable in equal quarterly installments in arrears on the last day of each fiscal quarter in which service occurred, prorated for any partial quarter of service.

In January 2022, the Compensation Committee approved a program pursuant to which non-employee directors may elect to receive their annual cash retainers and any other cash compensation they become entitled to receive for serving on our Board in the form of fully vested restricted stock unit awards rather than in cash by executing a form of election and timely delivering the same to the Company.

On August 8, 2022, our Board adopted the Xos, Inc. Third Amended and Restated Non-Employee Director Compensation Policy (as amended from time to time, the “Director Compensation Policy”). Pursuant to this policy, each member of our Board who is not our employee, and who was not otherwise precluded from participation in the Director Compensation Policy, receives the following equity compensation for his or her service as a member of our Board:

•Following each annual meeting of our stockholders if the non-employee director remains in service through the applicable grant date, an annual restricted stock unit award with a value equal to $200,000, which fully vests on the earlier of (i) the first anniversary of the applicable grant date and (ii) the day before the next annual meeting of our stockholders, following the applicable grant date, subject to the individual’s continued service through the vesting date (the “Annual Grant”).

If a Change in Control (as defined in the 2021 Plan) occurs, each non-employee director’s then-outstanding equity awards granted under the policy will vest in full immediately prior to the Change in Control so long as the non-employee director continues to provide service to us through such time.

On March 11, 2026, our Board adopted the Xos, Inc. Fourth Amended and Restated Non-Employee Director Compensation Policy, which added an annual cash retainer of $20,000 for service as a non-employee director of the Company. This annual cash retainer, like those for leadership roles, is payable in equal quarterly installments in arrears on the last day of each fiscal quarter in which service occurred, prorated for any partial quarter of service.

Our policy is to reimburse directors for reasonable and necessary out-of-pocket expenses incurred in connection with attending Board and committee meetings or performing other services in their capacities as directors.

Messrs. Semler and Sordoni do not receive additional compensation for their services as directors.

The following table contains information concerning the compensation of our non-employee directors in fiscal year 2025.


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)(2)(3)		All Other Compensation ($)	Total ($)
Stuart Bernstein	-			$	199,606	-	$	199,606
George Mattson	$	15,000	(4)	$	213,445	-	$	213,445
Dietmar Ostermann	$	20,000	(5)	$	199,606	-	$	219,606
Ed Rapp	$	20,000	(6)	$	219,298	-	$	219,298
Michael Richardson	-			$	199,606	-	$	199,606
John F. Smith	-			$	142,511	-	$	142,511
Alice Yake	$	10,000	(7)	$	204,566	-	$	209,566

__________________

(1)Amounts reported represent the aggregate grant date fair value of the RSUs granted to our non-employee directors during 2025 under the 2021 Plan, in each case computed in accordance with ASC 718. The assumptions used in calculating the grant-date fair value of the RSUs reported in this column are set forth in the notes to our

consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by the director. For Mr. Mattson, Mr. Rapp and Ms. Yake, includes awards of RSUs in lieu of quarterly cash fees for service as committee chair and/or lead independent director which are also reported in the “Fees Earned or Paid in Cash” column (see footnotes 4, 6 and 7).

(2)On July 10, 2025, pursuant to the Director Compensation Policy, Mr. Mattson, Mr. Bernstein, Mr. Ostermann, Mr. Rapp, Mr. Richardson and Ms. Yake were each granted 62,377 RSUs as an Annual Grant. Mr. Smith joined the Board in August 2025, and on October 10, 2025, the Compensation Committee granted Mr. Smith 52,978 RSUs representing a pro rata portion of the Annual Grants received by the other non-employee directors in accordance with the estimated days he would be serving on the board from the 2025 Annual Meeting to the 2026 Annual Meeting.

(3)The table below shows the aggregate number of shares of Common Stock subject to equity awards outstanding for each of our non-employee directors as of December 31, 2025:


Name						Stock Awards (#)
Stuart Bernstein						62,377
George Mattson						62,377
Dietmar Osterman						62,377
Ed Rapp						62,377
Michael Richardson						62,377
John F. Smith						52,978
Alice Yake						62,377

(4)Mr. Mattson earned $15,000 of annual cash retainers during 2025; however, he elected to receive such amounts in fully vested RSUs under the 2021 Plan in lieu of cash payments, in accordance with the Director Compensation Policy described above. On March 31, 2026, Mr. Mattson amended his election to exclude the new annual cash retainer for service as a non-employee director and to terminate his election entirely at the end of calendar 2026.

(5)Mr. Ostermann earned $20,000 of annual cash retainers during 2025.

(6)Mr. Rapp earned $20,000 of annual cash retainers during 2025; however, he elected to receive such amounts in fully vested RSUs under the 2021 Plan in lieu of cash payments, in accordance with the Director Compensation Policy described above.

(7)Ms. Yake earned $10,000 of annual cash retainers during 2025; however, she elected to receive 50% of such amounts in fully vested RSUs under the 2021 Plan in lieu of cash payments, in accordance with the Director Compensation Policy described above.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

General

The Audit Committee of our Board has appointed Grant Thornton LLP (“Grant Thornton”) to serve our independent auditors for the 2026 fiscal year, and we are asking stockholders to ratify this appointment. Grant Thornton has audited the Company’s financial statements since May 2022. Representatives of Grant Thornton are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the appointment of Grant Thornton as the Company’s auditors. However, the Audit Committee of our Board is submitting the appointment of Grant Thornton to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, then the Audit Committee of our Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of our Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present by remote communication or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the appointment of Grant Thornton.

RECOMMENDATION OF OUR BOARD:

Our Board unanimously recommends that you vote “FOR” ratification of the appointment of Grant Thornton to serve as our independent auditors for fiscal year 2026.

INDEPENDENT AUDITORS’ FEES AND SERVICES

Principal Accountant Fees and Services

The Audit Committee of our Board retained Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024. The following tables summarize the aggregate fees billed by Grant Thornton for services performed for the Company for the fiscal years ended December 31, 2025 and 2024, respectively (in thousands):


	Fiscal Year Ended
	December 31, 2025		December 31, 2024
Audit Fees(1)	$	667	$	687
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	667	$	687

(1) Audit Fees include actual fees for the audit of our annual consolidated financial statements, the reviews of interim financial statements included in our Quarterly Reports on Form 10-Q and consents.

Pre-Approval Policies and Procedures.

The charter of the Audit Committee provides that the Committee will approve all audit and non-audit related services that the Company’s independent registered public accounting firm provides to the Company before the engagement begins, unless applicable law and stock exchange listing requirements allow otherwise. The charter also provides that the Audit Committee may establish pre-approval policies and procedures or delegate pre-approval authority to one or more Audit Committee members as permitted by applicable law and stock exchange listing requirements.

All fees billed by Grant Thornton in 2025 and 2024 were pre-approved by the Audit Committee.

PROPOSAL 3

2026 AMENDMENT TO XOS, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

General

At an extraordinary general meeting of the stockholders of the Company on August 18, 2021, the stockholders of the Company approved the Xos, Inc. 2021 Equity Incentive Plan. Our Board had previously approved the 2021 Plan, subject to stockholder approval, on July 19, 2021 and later ratified the approval on August 20, 2021. At our 2024 Annual Meeting, stockholders approved the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”), which was approved by the Board on April 25, 2024, subject to stockholder approval. At our 2025 Annual Meeting, stockholders approved the 2025 Amendment to the 2021 Plan, which was approved by the Board on May 9, 2025, subject to stockholder approval.

We are now asking stockholders to approve an amendment (the “2026 Amendment”) to the 2021 Plan, which 2026 Amendment was adopted by our Board on April 21, 2026, subject to such stockholder approval. The 2026 Amendment increases the maximum aggregate number of shares of common stock and stock equivalents available for the grant of awards under the 2021 Plan by an additional three million seven hundred forty thousand (3,740,000) shares, but otherwise leaves the 2021 Plan unchanged.

Approval of the 2026 Amendment by our stockholders will allow us to continue to grant equity awards at levels determined to be appropriate by our Board and Compensation Committee in order to secure and retain the services of our employees, consultants and directors, and to align their interests with those of our stockholders. Following approval of the amendment to the 2021 Plan, we intend to file a registration statement on Form S-8 to register the additional shares of common stock that may be issued pursuant to the plan.

Why We Believe It Is Important to Vote to Approve the 2026 Amendment

Equity Awards Are an Important Part of Our Compensation Philosophy

Our Board believes that our future success depends, in large part, on our ability to maintain a competitive position in retaining and motivating our employees, consultants and directors and that the issuance of equity awards is a key element in accomplishing these goals. The amended 2021 Plan will allow us to continue to provide these incentives. Therefore, the Board believes that the approval of the 2026 Amendment is in the best interests of the Company and its stockholders and recommends a vote in favor of this Proposal 3.

The Size of Our Share Reserve Request Is Reasonable

We are requesting that stockholders approve a proposal to add 3,740,000 new shares to the 2021 Plan, which, together with the remaining shares from the existing pool (2,333,755 as of April 15, 2026) and shares added each January via the evergreen provision, will in our estimation provide us with sufficient shares to continue making grants at appropriate levels for the next year or longer.

We do not currently make equity award grants under any plans other than the 2021 Plan. If the 2026 Amendment is approved by our stockholders, future grants will be made under the amended 2021 Plan.

If the 2026 Amendment is not approved by our stockholders, the 2021 Plan will continue in effect, but we will be limited in the grants that we will be able to make, which could place us in a disadvantageous position as compared with our competitors, resulting in decreased employee retention and difficulty in recruiting for key positions.

We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable

We believe that equity awards are a vital part of our overall compensation program. However, we recognize that equity awards dilute existing stockholders, and, therefore, we must responsibly manage our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize stockholder value by granting the appropriate number of equity incentive awards necessary to attract, reward, and retain employees.

Overhang

The following table provides certain additional information regarding our equity incentive program.


	As of April 15, 2026
Total number of shares subject to outstanding stock options	406
Weighted-average exercise price of outstanding stock options	$	1.04
Weighted-average remaining term of outstanding stock options		4.5 years
Total number of shares subject to outstanding full value awards		2,405,962
Total number of shares available for grant under the 2021 Plan		2,333,755
Total number of shares outstanding		12,004,597
Per-share closing price of common stock as reported on Nasdaq Stock Market	$	$	1.67

Burn Rate

The following table provides detailed information regarding the activity related to our equity incentive plans for fiscal years 2023, 2024 and 2025 (in thousands), as adjusted for our one-for-thirty reverse stock split effected on December 6, 2023.


	Fiscal Year
	2025			2024			2023
Total number of shares subject to stock options granted		—			—			—
Total number of shares subject to time-based full value awards granted		2,909			1,587			665
Total number of shares subject to performance-based full value awards earned		—			—			—
Weighted-average number of shares outstanding		9,360			7,500			5,787
Gross Burn Rate(1)		31.1	%		21.2	%		11.5	%

(1) Calculated as: shares subject to awards granted (or earned, as applicable) as a percentage of weighted-average common shares outstanding for each fiscal year.

The 2021 Plan Reflects Best Practices

The 2021 Plan contains the following provisions:

•No discounted share options or share appreciation rights. All stock options and stock appreciation rights granted under the 2021 Plan must have an exercise price equal to or greater than the fair market value of our common stock on the date the stock option or stock appreciation right is granted (except in the case of awards granted in substitution of target company awards in connection with a corporate transaction).

•Limit on non-employee director compensation. The 2021 Plan contains an annual limit on non-employee director compensation.

•Specific disclosure of equity award vesting upon a corporate transaction. The 2021 Plan specifically provides that in the event of a corporate transaction, if the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding equity awards under the 2021 Plan, or substitute similar equity awards for such outstanding equity awards, then with respect to any such equity awards that have not been assumed, continued or substituted and that are held by participants whose continuous service has not terminated prior to the transaction, the vesting of such equity awards will be accelerated in full (and with respect to any performance-based equity awards, vesting will be deemed to be satisfied at the target level of performance).

•Administration by independent committee. The 2021 Plan is administered by the members of our Compensation Committee, all of whom are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and “independent” within the meaning of the Nasdaq listing standards.

•Awards subject to forfeiture/clawback. Awards under the 2021 Plan are subject to any clawback policy that may be adopted by the Company from time to time, including our Incentive Compensation Recoupment Policy.

•No liberal corporate transaction definition. The definition of corporate transaction in the 2021 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for corporate transaction provisions in the 2021 Plan to be triggered.

Summary Description of the 2021 Equity Incentive Plan

The principal terms of the 2021 Plan, as amended by the 2025 Amendment and 2026 Amendment, are summarized below. The following summary is qualified in its entirety by the full text of the 2021 Plan, the 2025 Amendment and the 2026 Amendment, which appear as Appendix A, Appendix B and Appendix C to this Proxy Statement and are incorporated herein by reference.

Purpose. The purpose of the 2021 Plan is to provide a means whereby the Company can promote its long-term success and the creation of stockholder value by securing and retaining the services of employees, directors and consultants and encouraging them to focus on critical long-term objectives of the Company; providing incentives for participants to exert maximum efforts for the success of the Company and its affiliates; and providing a means by which participants may be given an opportunity to benefit from increases in the value of the Company through the granting of awards.

Administration. The Board, or a duly authorized committee thereof, will administer the 2021 Plan and is referred to as the “administrator.” The administrator may also delegate to one or more of the Company’s officers the authority to (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2021 Plan, the administrator has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule applicable to a stock award.

Eligibility. Any individual who is an employee of the Company or any of its affiliates, or any person who provides services to the Company or its affiliates, including consultants and members of the Board, is eligible to receive awards under the 2021 Plan at the discretion of the administrator. As of April 23, 2026, approximately 106 employees, seven non-employee directors and two consultants may receive awards under the 2021 Plan.

Aggregate Share Limit. Subject to adjustment in accordance with the share counting rules of the 2021 Plan (as described below) and any adjustments as necessary to implement any capitalization adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 10,391,019 shares, which is the sum of (i) 3,740,000 shares added to the reserve pursuant to the 2026 Amendment, (ii) 3,100,000 shares added to the reserve pursuant to the 2025 Amendment, (iii) 1,180,819 shares added to the share reserve as a result of the Amendment and Restatement to the 2021 Plan approved by stockholders at the 2024 Annual Meeting, (ii) the 547,397 shares originally reserved under the 2021 Plan and (iii) the 1,822,803 shares that have been added to the share reserve as a result of automatic annual increases described below. The aggregate number of shares that may be issued under the 2021 Plan automatically increases on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to 5% of the total number of shares of common stock outstanding on December 31 of the preceding year; provided that the Board may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares.

Additional Share Limits. The following other limits are also contained in the 2021 Plan. These limits are in addition to, and not in lieu of, the Aggregate Share Limit for the 2021 Plan described above.

•Subject to any capitalization adjustments, the maximum number of shares that may be delivered pursuant to options qualified as incentive stock options granted under the 2021 Plan is 2,000,000 shares.

•The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a non-employee director with respect to any calendar year, including awards granted and cash fees paid by the Company to such non-employee director, will not exceed $1,000,000 in total value, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.

Share-Limit Counting Rules. The following shares previously issued pursuant to an award and initially deducted from the share reserve will be added back to the share reserve and again become available for issuance under the 2021 Plan: any shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for vesting; any shares that are reacquired by the Company to satisfy the exercise, strike or purchase price of an award; and any shares that are reacquired by the Company to satisfy a tax withholding obligation in connection with an award. The following actions do not result in an issuance of shares under the 2021 Plan and accordingly do not reduce the number of shares subject to the share reserve and available for issuance under the 2021 Plan: the expiration or termination of any portion of an award without the shares covered by such portion of the award having been issued; the settlement of any portion of an award in cash; the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an award; or the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an award.

Types of Awards. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Code, to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of the Company’s affiliates.

Stock Options. ISOs and NSOs may be granted under stock option agreements adopted by the administrator. The administrator determines the exercise price for stock options, within the terms and conditions of the 2021 Plan; provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of the Company’s common stock on the date of grant. Options granted under the 2021 Plan vest at the rate specified in the stock option agreement as determined by the administrator.

The administrator determines the term of stock options granted under the 2021 Plan, up to a maximum of ten years. Unless the terms of an option holder’s stock option agreement provide otherwise or as otherwise provided by the administrator, if an optionholder’s service relationship with the Company or any of the Company’ affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws. Unless the terms of an optionholder’s stock option agreement provide otherwise or as otherwise provided by the administrator, if an optionholder’s service relationship with the Company or any of the Company’ affiliates ceases due to death or disability, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 12 months following the date of disability and 18 months following the date of death. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of stock issued upon the exercise of a stock option will be determined by the administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of the Company’s common stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO or (5) other legal consideration approved by the administrator.

Unless the administrator provides otherwise, options and stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of the Company’s stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of the Company’s total combined voting power or that of any of the Company’s parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Unit Awards. Restricted stock unit awards are granted under restricted stock unit award agreements adopted by the administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to the administrator and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of shares, a combination of cash and shares as determined by the administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement or by the administrator, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Stock Awards. Restricted stock awards may be granted under restricted stock award agreements adopted by the administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, services to us, or any other form of legal consideration that may be acceptable to the administrator and permissible under applicable law. The administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship ends for any reason, the Company may receive any or all of the shares held by the participant that have not vested as of the date the participant terminates service through a forfeiture condition or a repurchase right.

Stock Appreciation Rights. Stock appreciation rights may be granted under stock appreciation right agreements adopted by the administrator. The administrator determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of the Company’s common stock on the date of grant. A stock appreciation right granted under the 2021 Plan vests at the rate specified in the stock appreciation right agreement as determined by the administrator. Stock appreciation rights may be settled in cash or shares or in any other form of payment, as determined by the administrator and specified in the stock appreciation right agreement.

The administrator determines the term of stock appreciation rights granted under the 2021 Plan, up to a maximum of 10 years. Unless the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise provided by the administrator, if a participant’s service relationship with the Company or any of its affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. Unless the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise provided by the administrator, if a participant’s service relationship ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term.

Performance Awards. The 2021 Plan permits the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Company’s common stock.

Other Stock Awards. The administrator may grant other awards based in whole or in part by reference to the Company’s common stock. The administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

Capitalization Adjustments. In the event there is a specified type of change in the capital structure of the Company, such as a stock split, reverse stock split, or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the 2021 Plan, (2) the class of shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued on the exercise of ISOs and (4) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

Corporate Transactions. The following applies to stock awards under the 2021 Plan in the event of a corporate transaction (as defined in the 2021 Plan), unless otherwise provided in a participant’s stock award agreement or other written agreement with the Company or one of its affiliates or unless otherwise expressly provided by the administrator at the time of grant. In the event of a corporate transaction, any stock awards outstanding under the 2021 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by the Company with respect to the stock award may be assigned to the Company’s successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then (i) with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level of performance, vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by the Company with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction), and (ii) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the

corporate transaction, except that any reacquisition or repurchase rights held by the Company with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction. In the event a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i) the per share amount payable to holders of the Company’s common stock in connection with the corporate transaction, over (ii) any per share exercise price payable by such holder, if applicable.

Plan Amendment or Termination. The Board has the authority to amend, suspend, or terminate the 2021 Plan at any time; provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require approval of the Company’s stockholders. No ISOs may be granted after the tenth anniversary of the date the Company’s board of directors adopted the 2021 Plan. No stock awards may be granted under the 2021 Plan while it is suspended or after it is terminated.

U.S. Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences to participants and the Company with respect to participation in the 2021 Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current U.S. federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of stock acquired under the 2021 Plan. The 2021 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended. The Company’s ability to realize the benefit of any tax deductions described below depends on the Company’s generation of taxable income as well as the requirement of reasonableness and the satisfaction of the Company’s tax reporting obligations.

Nonstatutory Stock Options. Generally, there is no taxation upon the grant or vest of a NSO. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by the Company or one of its affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

Incentive Stock Options. The 2021 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant, vest or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year. For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. The Company is not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and provided that either the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.

Restricted Stock Awards. Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is subject to restrictions constituting a substantial risk of forfeiture when it is received (for example, if the employee is required to work for a period of time in order to have the right to transfer or sell the stock), the recipient generally will not recognize income until the restrictions constituting a substantial risk of forfeiture lapse, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following the date of grant, to recognize ordinary income, as of the date of grant, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the restrictions constituting a substantial risk of forfeiture lapse. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.

Restricted Stock Unit Awards. The recipient of a restricted stock unit award will generally recognize ordinary income at the time the stock is delivered equal to the excess, if any, of (i) the fair market value of the stock received over any amount paid by the recipient in exchange for the stock or (ii) the amount of cash paid to the participant. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock unit award.

Stock Appreciation Rights. Generally, the recipient of a stock appreciation right will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.

Tax Consequences to the Company

Compensation of Covered Employees. The ability of the Company to obtain a deduction for amounts paid under the 2021 Plan could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits the Company’s ability to deduct compensation, for U.S. federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1 million.

Golden Parachute Payments. The ability of the Company (or the ability of one of its subsidiaries) to obtain a deduction for future payments under the 2021 Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain “excess parachute payments” made in connection with a change in control of an employer-corporation.

New Plan Benefits

Except as set forth below, Company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to executive officers, directors, employees and consultants under the 2021 Plan. We do not presently have any current plans, proposals or arrangements, written or otherwise, to issue any of the newly available authorized shares under the 2021 Plan, except as set forth below with respect to certain executive officers and non-employee directors.

Awards granted under the 2021 Plan to our employees and non-employee directors are not subject to set benefits or amounts under the terms of the 2021 Plan itself. However, certain executives receive an annual grant of restricted stock units (“Annual RSU Awards”). On April 18, 2026, the Compensation Committee authorized the Annual RSU Awards for fiscal year 2026, to be effective as of the earliest practicable regular grant date (which are the 10th of each calendar month), which, for the avoidance of doubt, may be following (i) the filing of a Registration Statement on Form S-8 as required under applicable law and (ii) an increase in the share reserve sufficient to permit the grant of the 2026 Annual RSU Awards. Nine current employees, including our executive officers, were named as recipients of the 2026 Annual RSU Awards, which have an aggregate value of approximately $8.6 million. 33% of the 2026 Annual RSU Awards will vest on March 10, 2027, with the remainder to vest ratably over the twenty-four months immediately thereafter, in each case subject to the recipient’s continued service.

The following table sets forth certain information regarding the future benefits under the 2021 Plan described above with respect to our named executive officers for 2025.


Name and Position	Dollar Value ($)		Number of Units (#) (1)
Dakota Semler		2,530,000		1,388,293
Chief Executive Officer
Giordano Sordoni		2,530,000		1,388,293
Chief Operating Officer
Liana Pogosyan		750,000		411,549
Chief Financial Officer
All current executive officers as a group (3 persons)		5,810,000		3,188,135
All current directors who are not executive officers as a group		(2)		(2)
All current employees, including all current officers who are not executive officers, as a group		2,847,000		1,562,238

(1) The number of restricted stock units subject to Annual RSU Awards was determined by dividing the Dollar Value of the Annual RSU Award listed in the table above by the average closing price of the Company’s common stock, as reported on the Nasdaq Capital Market, over the thirty (30) calendar day period ending on April 16, 2026, rounded down to the nearest whole unit.

(2) The Director Compensation Policy provides for certain equity award grants to our non-employee directors. Such awards will be granted under our existing 2021 Plan if this Proposal 3 is not approved by our stockholders and thus we do not expect such grants to be contingent on the approval of the 2026 Amendment. However, because the number of shares of common stock underlying such awards is not currently determinable, if this Proposal 3 is not approved by our stockholders we may not be able to provide such awards in full or at all. For additional information regarding our current compensation program for non-employee directors, please see the section titled “Director Compensation” above.

Plan Benefits under 2021 Plan

The following table shows, as of April 24, 2026, and for each of the named executive officers and the various groups indicated, the number of stock options underlying shares of common stock that have been granted (even if not currently outstanding) under the 2021 Plan since its approval by stockholders in August 2021.

Name and Position

Stock
Options
Granted

Weighted
Average
Exercise
Price

Dakota Semler

—

Chief Executive Officer

Giordano Sordoni

—

Chief Operating Officer

Liana Pogosyan

—

Chief Financial Officer

All current executive officers as a group (3 persons)

—

All current directors who are not executive officers as a group

—

All current employees, including all current officers who are not executive officers, as a group

—

Equity Compensation Plan Information

The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2025.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights(1)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (4)
	(a)		(b)		(c)
Equity compensation plans approved by security holders	3,097,278	(2)	$	0.66	2,299,760	(3)
Equity compensation plans not approved by security holders	-		$	—	-
Total	3,097,278		$	0.66	2,299,760

__________________

(1)The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the 3,096,067 shares issuable upon vesting of outstanding RSU awards without any cash consideration payable for those shares.

(2)Consists of outstanding RSU awards under the 2021 Plan and 1,211 shares of Common Stock underlying Options previously granted under the 2018 Plan. The 2018 Plan was terminated in connection with the Business Combination and no additional awards may be granted under the 2018 Plan. Excludes purchase rights (if any) accruing under the Xos, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”).

(3)As of December 31, 2025, 1,725,374 shares of Common Stock remained available for future issuance under the 2021 Plan, and 574,386 shares of Common Stock remained available for future issuance under the ESPP. The number of shares remaining available for future issuance under the 2021 Plan automatically increases on January 1st each year, through and including January 1, 2031 in an amount equal to 5% of the total number of shares of the Common Stock outstanding on December 31st of the preceding year, or a lesser number of shares as determined by our Board of Directors prior to January 1st of a given year. The number of shares remaining available for future issuance under the ESPP automatically increases on January 1st of each year through and including January 1, 2031, in an amount equal to the least of (i) 1.5% of the total number of shares of the Company’s Common Stock outstanding on December 31st of the preceding calendar year, (ii) 200,000 shares of Common Stock (as adjusted for the Reverse Stock Split effected on December 4, 2023), or (iii) a number of shares as determined by our Board of Directors prior to January 1st of a given year. On January 1, 2026, the number of shares available for issuance under the ESPP automatically increased by 171,051 shares.

(4)Subsequent to December 31, 2025, an additional 570,172 shares of Common Stock became available for issuance under the 2021 Plan as of January 1, 2026 pursuant to an automatic increase.

Vote Required for Approval of the 2026 Amendment

The Board believes that the adoption of the 2026 Amendment will promote the interests of the Company and its stockholders and will help the Company continue to be able to attract, retain and reward persons important to our success.

All members of the Board and all of the Company’s executive officers are eligible for awards under the 2021 Plan and thus have a personal interest in the approval of the 2026 Amendment.

Approval of the 2026 Amendment requires the affirmative vote of the holders of a majority of the voting power of the shares present in person, by remote communication or represented by proxy and entitled to vote on the matter at the Annual Meeting.

RECOMMENDATION OF OUR BOARD:

Our Board unanimously recommends that you vote “FOR” approval of the 2026 Amendment to the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan, as amended.

EXECUTIVE OFFICERS

The following table sets forth the name, age and position of each of our executive officers as of April 24, 2026:


Name	Age	Position
Executive Officers
Dakota Semler	34	Chief Executive Officer, Chair of our Board of Directors
Giordano Sordoni	34	Chief Operating Officer, Director
Liana Pogosyan	42	Chief Financial Officer

Biographical information for Messrs. Semler and Sordoni are included above with the director biographies under the caption “Proposal 1 Election of Directors.”

Liana Pogosyan. Ms. Pogosyan has served as our Chief Financial Officer since August 2025, and previously served as our Vice President of Finance and Acting Chief Financial Officer from May 2023 to August 2025, and as our Controller from January 2022 to May 2023. Prior to Xos, Ms. Pogosyan was at Marcus & Millichap, Inc., a national real estate brokerage firm, from May 2013 to January 2022, where she served in a variety of positions before becoming their Vice President, Operations Controller and Financial Reporting. Prior to that, Ms. Pogosyan served as an Audit Manager at KPMG LLP, an accounting and advisory firm, followed by serving as the Manager Corporate Reporting at Ixia, a global test and networking company. Ms. Pogosyan sits on the board, and is the audit committee chair, of AbilityFirst, a 501(c)(3) nonprofit. Ms. Pogosyan holds a Master’s degree in Business Administration from the University of California at Los Angeles, a Bachelor’s degree in Accounting from the University of Southern California, and is a Certified Public Accountant.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us regarding the beneficial ownership of our Common Stock as of April 22, 2026 (the “Measurement Date”), by:

•each person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock;

•each of our named executive officers and directors; and

•all of our current executive officers and directors, as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days and RSUs that vest within 60 days. We have relied upon information provided to us by our current directors and executive officers and copies of documents that have been filed with the SEC by others for purposes of determining the number of shares each person beneficially owns.

The beneficial ownership percentages set forth in the table below are based on 12,056,211 shares of our Common Stock issued and outstanding as of the Measurement Date. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to stock awards held by that person that are issuable upon settlement of RSUs and all shares subject to options and/or warrants, as applicable, held by the person that vest within the next 60 days, in the case of RSUs, or that are currently exercisable or would be exercisable within 60 days of the Measurement Date. However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.


Name and Address of Beneficial Owner(1)	Number of Shares of Common Stock Beneficially Owned	Percentage of Outstanding Common Stock
Directors and Named Executive Officers:
Dakota Semler(2)	419,624	3.5	%
Giordano Sordoni(3)	1,179,736	9.7	%
Liana Pogosyan(4)	59,977	*
Stuart Bernstein(5)	37,509	*
George N. Mattson(6)	322,635	2.7	%
Dietmar Ostermann(7)	20,567	*
Ed Rapp(8)	90,821	*
Michael Richardson(9)	24,887	*
John F. Smith(10)	0	*
Alice Yake(11)	42,308	*
All Directors and Current Executive Officers of the Company as a Group (ten individuals)(12)	2,198,064	17.9	%
Five Percent Holders:
Aljomaih Automotive Co.(13)	2,684,682	21.8	%
Emerald Green Trust(14)	1,561,229	12.9	%

__________________

* Less than one percent.

(1)Unless otherwise noted, the business address of those listed in the table above is 3550 Tyburn Street, Los Angeles, California 90065.

(2)Consists of: (i) 364,714 shares of Common Stock held directly by Mr. Semler; and (ii) 54,910 shares of Common Stock that may be acquired upon the settlement of outstanding RSUs within 60 days of the Measurement Date. Does not include: (a) 471,975 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date; or (b) any shares held by the Emerald Green Trust, of which Mr. Semler is the beneficiary, because he has no voting or dispositive power over the shares held by Emerald Green Trust.

(3)Consists of: (i) 1,126,033 shares of Common Stock held by Mr. Sordoni; and (ii) 53,703 shares of Common Stock that may be acquired upon the settlement of outstanding RSUs within 60 days of the Measurement Date. Does not include 465,944 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date.

(4)Consists of: (i) 48,032 shares of Common Stock held by Ms. Pogosyan; and (ii) 11,945 shares of Common Stock that may be acquired upon the settlement of outstanding RSUs within 60 days of the Measurement Date. Does not include 106,938 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date.

(5)Consists of: (i) 31,710 shares of Common Stock held directly by Mr. Bernstein; (ii) 4,133 shares of Common Stock held by Bernstein Investment Partners LLC, an entity of which Mr. Bernstein is a managing member; and (iii) 1,666 shares of Common Stock issuable upon exercise of 50,002 public warrants (every 30 public warrants are exercisable for one share of Common Stock) held by Bernstein Investment Partners LLC. Does not include 62,377 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date.

(6)Consists of: (i) 131,250 shares of Common Stock held by NGAC GNM Feeder LLC (“NGAC”), which Mr. Mattson may be deemed to beneficially own by virtue of his shared control over NGAC; (ii) 88,667 shares of Common Stock issuable upon exercise of and 2,660,020 public warrants (every 30 public warrants are exercisable

for one share of Common Stock) held by NGAC; (iii) 33,333 shares of Common Stock held by GNM ICBC LLC (“GNM”), which Mr. Mattson may be deemed to beneficially own by virtue of his shared control over GNM; and (iv) 69,385 shares held directly by Mr. Mattson. Does not include 62,377 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date.

(7)Consists of 20,567 shares of Common Stock held directly by Mr. Ostermann. Does not include 62,377 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date.

(8)Consists of (i) 21,172 shares of Common Stock held by Edward Joseph Rapp TTEE U/A DTD 02/07/2005 (“EJR Trust”), of which Mr. Rapp is trustee; (ii) 666 shares of common stock issuable upon exercise of 20,000 public warrants (every 30 public warrants are exercisable for one share of Common Stock) held by the EJR Trust; and (iii) 68,983 shares of Common Stock held directly by Mr. Rapp. Does not include 62,377 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date.

(9)Consists of 24,887 shares of Common Stock held directly by Mr. Richardson. Does not include 62,377 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date.

(10)Does not include 52,978 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date.

(11)Consists of 42,308 shares of Common Stock held directly by Ms. Yake. Does not include 62,377 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date.

(12)Consists of (i) 1,986,507 outstanding shares of Common Stock beneficially owned by our current executive officers and directors; (ii) 120,558 shares of Common Stock that may be acquired upon the settlement of outstanding RSUs within 60 days of the Measurement Date; and (iii) 90,999 shares of Common Stock issuable upon exercise of 2,730,022 public warrants (every 30 public warrants are exercisable for one share of Common Stock). Does not include 1,472,097 shares of Common Stock that may be acquired upon settlement of outstanding RSUs more than 60 days after the Measurement Date.

(13)Based solely on information obtained from a Schedule 13D/A filed with the SEC on November 16, 2022 on behalf of Aljomaih Automotive Co. (“Aljomaih”) as adjusted for the Reverse Stock Split of our Common Stock on December 6, 2023, and transactions directly between us and Aljomaih. Consists of (i) 2,446,637 shares held directly by Aljomaih and (ii) 238,045 shares that Aljomaih has the right to acquire upon conversion of the $17.0 million outstanding principal amount of the Note. Does not include shares issuable by us in payment of interest accrued on the Note. Aljomaih is wholly owned by Aljomaih Holding Co. The board of directors of Aljomaih has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by Aljomaih. Mohammed Al-Abdullah Aljomaih, Mohammed Abdulaziz Aljomaih, Abdulrahman Abdulaziz Aljomaih, Hamad Abdulaziz Aljomaih are each a stockholder and a director of Aljomaih Holding Co. and may be deemed to beneficially own securities held by Aljomaih Automotive. The business address of the reporting person is P.O. Box 224, Dammam Postal Code 31411, Saudi Arabia.

(14)Based solely on information obtained from a Schedule 13D/A filed with the SEC on January 20, 2026. Consists of 1,561,229 shares of Common Stock held directly by Emerald Green Trust. As co-trustees of Emerald Green Trust, Sarah Bardo and Shane Semler share voting and dispositive power over the securities held by Emerald Green Trust. Shane Semler is also the beneficial owner of 6,003 shares of Common Stock that he holds directly. The business address of the reporting person is 32111 Mulholland Hwy, Malibu, CA 90265.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Based solely on our review of Section 16 reports filed with the SEC and written representations from certain reporting persons provided to us, we believe that all Section 16(a) SEC filing requirements applicable to our directors and executive officers the fiscal year ended December 31, 2025 were timely met, except for the following:

•Mr. Sordoni’s Form 4 filed on January 15, 2025 late in reporting shares withheld on January 10, 2025 to satisfy tax withholding obligations in connection with the vesting of previously reported RSUs;

•An aggregate of three Forms 4 filed on March 13, 2025 by Dakota Semler, Giordano Sordoni and Liana Pogosyan (one each), were late in reporting shares withheld on March 10, 2025 to satisfy tax withholding obligations in connection with the vesting of previously reported RSUs;

•An aggregate of two Forms 4 filed by George Mattson and Ed Rapp on April 30, 2025 (one each) were late in reporting the grant of RSUs on April 10, 2025 in lieu of certain cash payments pursuant to our Third Amended and Restated Non-Employee Director Compensation Policy; and

•A Form 4 filed on May 30, 2025 by Luisa Ingargiola was late in reporting a transaction on May 27, 2025 for the sale of common stock.

EXECUTIVE COMPENSATION

The following disclosure concerns the compensation arrangements of our named executive officers. As a “smaller reporting company” as defined Rule 12b-2 promulgated under the Exchange Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies.

To achieve our goals, we have designed, and intend to modify as necessary, our compensation and benefits program to attract, retain, incentivize and reward deeply talented and qualified executives who share our philosophy and desire to work towards achieving our goals.

We believe our compensation programs should promote the success of the Company and align executive incentives with the long-term interests of our stockholders.

For the year ended December 31, 2025, Xos’s named executive officers were:

•Dakota Semler - Chief Executive Officer;

•Giordano Sordoni - Chief Operating Officer; and

•Liana Pogosyan - Chief Financial Officer.

Summary Compensation Table

The following table sets forth information concerning the compensation of the named executive officers for the fiscal years ended December 31, 2024 and 2025.


Name and Position	Year	Salary(1) ($)		Bonus(2) ($)		Non-equity incentive plan compensation(3) ($)		Stock Awards(4) ($)		All other compensation ($)			Total ($)
Dakota Semler Chief Executive Officer	2025	$	263,966	$	—	$	233,589	$	1,938,474	$	44,245	(5)	$	2,480,274
	2024	$	392,308	$	106,250	$	58,325	$	2,103,950	$	30,000	(5)	$	2,690,833
Giordano Sordoni Chief Operating Officer	2025	$	256,731	$	—	$	233,589	$	1,938,474	$	—		$	2,428,794
	2024	$	346,154	$	93,750	$	51,463	$	1,936,395	$	—		$	2,427,762

SEC Form PRE 14A filed by Xos Inc.