XOS — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-14

• On August 8, 2025, the Company and Aljomaih Automotive Co. (“Aljomaih”) amended the Convertible Promissory Note (as amended from time to time, the “Convertible Note”) primarily (i) to provide for payment of Interest Shares (as defined in the Convertible Note) with respect to all interest accrued thr…

• On May 8, 2026, the Company and Aljomaih further amended the Convertible Note to reduce the conversion price from $71.451 per share to $12.00 per share of Common Stock (subject to customary proportional adjustment), and to add a mandatory conversion feature pursuant to which the Company may compel t…

• The U.S. trade policy environment has shifted materially since our last filing. The U.S. Supreme Court's February 2026 ruling invalidating the U.S. International Emergency Economic Powers Act (“IEEPA”) based tariffs has prompted the Administration to re-anchor tariff measures under different statuto…

• (unfair trade practices), supplemented in the near term by a 15% temporary global import surcharge (non-automotive) under Section 122 of the Trade Act of 1974 currently set to expire on or around July 24, 2026. Tariffs imposed under Section 232, including a 25% duty on certain semiconductors and adv…

• These overlapping and evolving tariff regimes have introduced significant volatility into our cost structure and procurement planning, particularly with respect to power electronics, battery components, and structural materials. The uncertainty around tariff implementation timelines, the scope of ne…

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• On August 8, 2025, the Company and Aljomaih amended the Convertible Note primarily (i) to provide for payment of Interest Shares with respect to all interest accrued through the initial maturity date, and (ii) to change the scheduled repayment of principal from all at once on August 11, 2025, to spr…

• On August 21, 2025, the Company entered into an agreement with the lessor of the Company’s manufacturing facility in Mesa, Arizona, leased by the Company’s indirect wholly owned subsidiary, EMV Automotive USA Inc., to terminate the lease on the facility. As a result of the termination, the Company i…

• Fluctuating tariff regimes—particularly those targeting imports of power electronics, battery components, and structural materials—have introduced significant volatility in the Company’s cost structure and procurement planning. The uncertainty

• around tariff implementation timelines and scope has necessitated frequent adjustments to sourcing strategies, supplier selection, and contract terms.

• To mitigate these impacts, the Company has undertaken the following measures:

Text added vs the prior filing · source: 10-Q · 2026-05-14

• As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, during the financial reporting close process for the period ended December 31, 2025, management continued to identify material weaknesses in the design and operating effectiveness of internal control ove…

• Management believes these material weaknesses resulted from limited resources within our accounting and operations functions, which restricted its ability to timely identify, evaluate, and address technical accounting and disclosure matters affecting the consolidated financial statements. As part of…

• Based on the results of our evaluation and the material weaknesses described above, management concluded that the Company’s internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of annual and i…

• •Adding qualified personnel and providing enhanced training to improve the assessment and documentation of contractual terms and conditions within the revenue recognition process;

• •Strengthening communication protocols between our sales, accounting, and finance teams to ensure timely identification and evaluation of any non‑standard contract terms and conditions;

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, during the financial reporting close process, management identified material weaknesses in the design and operation of the Company’s internal controls over financial reporting related to three areas, specifically, i…

• Based on the results of our evaluation and the material weaknesses described above, Management concluded that the Company’s internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of annual and i…

• •Adding qualified resources and improved training over the inventory management and revenue recognition processes;

• •Adding qualified resources to ensure proper segregation of duties over IT systems, processes and controls

• •Utilizing internal employees and/or partnering with external consultants specializing in public company control compliance to assess and implement additional controls over the inventory management and revenue recognition processes, and over IT general controls.

Text added vs the prior filing · source: 10-Q · 2026-05-14

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

• Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

• (Principal Financial Officer and Principal Accounting Officer)

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• (a) In the Company’s Form 8-K, reporting for August 18, 2025 (the “18-August Form 8-K”), it was reported that John F. Smith was appointed to the Audit Committee of the Company’s Board at the same time as his election to serve as a director on the Company’s Board of Directors. This was a clerical err…

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

• On September 16, 2025, Dietmar Ostermann, a member of our board of directors, entered into a Rule 10b5-1 trading arrangement (the “Ostermann Trading Arrangement”) with respect to the potential sale of up to an aggregate of 36,429 shares of Xos Common Stock, that is intended to satisfy the affirmativ…

• On September 16, 2025, Michael Richardson, a member of our board of directors, entered into a Rule 10b5-1 trading arrangement (the “Richardson Trading Arrangement”) with respect to the potential sale of up to an aggregate of 30,193 shares of Xos Common Stock, that is intended to satisfy the affirmat…

• On September 29, 2025, Alice Jackson, a member of our board of directors, entered into a Rule 10b5-1 trading arrangement (the “Jackson Trading Arrangement”) with respect to the potential sale of up to an aggregate of 25,000 shares of Xos Common Stock, that is intended to satisfy the affirmative defe…