xos-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-39598

XOS, INC.

______________________________________________________________________________

(Exact name of registrant as specified in its charter)


Delaware						98-1550505
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3550 Tyburn Street Los Angeles, CA						90065
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (818) 316-1890

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.0001 par value per share	XOS	The Nasdaq Capital Market
Warrants, every thirty warrants exercisable for one share of Common Stock at an exercise price of $345.00 per share	XOSWW	The Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The registrant had outstanding 12,122,736 shares of Common Stock, $0.0001 par value as of May 11, 2026.


			Page
Part I - Financial Information			3
Item 1. Financial Statements (Unaudited)			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			32
Item 3. Quantitative and Qualitative Disclosures About Market Risk			41
Item 4. Controls and Procedures			41
Part II - Other Information			44
Item 1. Legal Proceedings			44
Item 1A. Risk Factors			44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			44
Item 3. Defaults Upon Senior Securities			44
Item 4. Mine Safety Disclosures			44
Item 5. Other Information			45
Item 6. Exhibits			45
Signatures			46


			Page
Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025			7
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 (Unaudited) and 2025 (Unaudited)			8
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 (Unaudited) and 2025 (Unaudited)			9
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 (Unaudited) and 2025 (Unaudited)			10
Notes to Condensed Consolidated Financial Statements (Unaudited)			12


	March 31, 2026		December 31, 2025
Assets
Cash and cash equivalents	$	9,849	$	14,040
Accounts receivable, net	7,398		6,035
Inventories	23,664		24,961
Prepaid expenses and other current assets	4,353		4,841
Total current assets	45,264		49,877
Property and equipment, net	3,809		4,320
Operating lease right-of-use assets, net	1,104		1,534
Other non-current assets	4,240		4,632
Total assets	$	54,417	$	60,363

Liabilities and Stockholders’ Equity
Accounts payable	$	1,941	$	2,473
Convertible debt, current	7,000		6,500
Other current liabilities	14,993		14,685
Total current liabilities	23,934		23,658
Common stock warrant liability	64		73
Other non-current liabilities	629		1,345
Convertible debt, non-current	10,000		12,000
Total liabilities	34,627		37,076
Commitments and contingencies (Note 13)
Stockholders’ Equity
Common stock $0.0001 par value per share, authorized 1,000,000 shares, 11,983 and 11,403 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	1		1
Preferred stock $0.0001 par value per share, authorized 10,000 shares, 0 shares issued and outstanding at March 31, 2026 and December 31, 2025	—		—
Additional paid-in capital	253,482		252,026
Accumulated deficit	(233,693)		(228,740)

Total stockholders’ equity	19,790		23,287
Total liabilities and stockholders’ equity	$	54,417	$	60,363


	Three Months Ended March 31,
	2026		2025
Revenues	$	11,225	$	5,879
Cost of goods sold	6,891		4,668
Gross profit	4,334		1,211

Operating expenses
General and administrative	6,065		7,896
Research and development	2,030		1,930
Sales and marketing	916		654
Total operating expenses	9,011		10,480

Loss from operations	(4,677)		(9,269)

Other expense, net	(280)		(851)
Change in fair value of derivative instruments	9		(54)
Loss before provision for income taxes	(4,948)		(10,174)
Provision for income taxes	5		12
Net loss	$	(4,953)	$	(10,186)

Net loss per share
Basic	$	(0.43)	$	(1.26)
Diluted	$	(0.43)	$	(1.26)
Weighted average shares outstanding
Basic	11,572		8,076
Diluted	11,572		8,076


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Par Value

Balance at December 31, 2024	8,046	$	1	$	237,029	$	(203,420)	$	33,610
Stock options exercised	—	—		—		—		—
Stock based compensation expense	—	—		1,523		—		1,523
Issuance of common stock for vesting of restricted stock units	98	—		—		—		—
Shares withheld related to net share settlement of stock-based awards	(42)	—		(140)		—		(140)
Net loss	—	—		—		(10,186)		(10,186)
Balance at March 31, 2025	8,102	$	1	$	238,412	$	(213,606)	$	24,807


(in thousands)	Balance Sheet Location	March 31, 2026		December 31, 2025
Lease receivable		$	306	$	572
Less: current portion of lease receivable	Prepaid expenses and other current assets	(230)		(517)
Lease receivable, non-current	Other non-current assets	$	76	$	55


	Future Lease Receivables/Payments (in thousands)
Fiscal year	Sales-Type Leases		Operating Leases
Remainder of 2026	$	193	$	22
2027	68		—
2028	45		—
Thereafter	—		—
Total lease payments	$	306	$	22


	March 31, 2026		December 31, 2025
Raw materials	$	15,670	$	16,367
Work in process	3,424		3,647
Finished goods	4,570		4,947
Total inventories	$	23,664	$	24,961


	March 31, 2026		December 31, 2025
Prepaid inventories	$	693	$	465
Prepaid expenses and other(1)	2,414		2,184
Lease receivable	230		517
Contract assets	117		—
Financed insurance premiums	551		1,076
Assets held for sale(2)	348		599
Total prepaid expenses and other current assets	$	4,353	$	4,841


	March 31, 2026		December 31, 2025
Security deposits(1)	$	3	$	338
Duty drawback receivable(2)	2,709		2,709
Lease receivable, non-current	76


	Three Months Ended March 31,
	2026		2025
Warranty liability, beginning of period	$	1,477	$	740
Reduction in liability (payments)	(599)		(308)
Increase in liability	540		431
Warranty liability, end of period	$	1,418	$	863


	Three Months Ended March 31,
	2026		2025
Product and service revenue
Stepvans & vehicle incentives(1)	$	1,620	$	3,584
Powertrains & hubs(1)	9,116		1,592
Other product revenue(2)	292		467
Total product revenue	11,028		5,643
Ancillary revenue	197		236
Total revenues	$	11,225	$	5,879