📄 What This Document Is 📰

This document is an Amendment No. 1 to Xos, Inc.'s Annual Report on Form 10-K, covering the fiscal year ended December 31, 2025. When a company files an "Amendment," it means they are correcting or adding crucial information to a report they filed earlier. This filing was specifically released to include critical audit matters, supplementary financial data, and to amend the original 10-K.

👉 Why it matters: This isn't the initial report, but a heavily revised one. Readers should treat this 10-K/A as the definitive version of the company’s financial and operational status as of December 31, 2025.

🏢 What Xos Does and Its Strategy ⚡️

Xos, Inc. is a fleet electrification solutions provider dedicated to decarbonizing commercial transportation. In simple terms, they build electric vehicles for business fleets—specifically Classes 5 through 8 (medium-duty commercial vehicles).

👉 The company’s core offering is a suite of products and services designed for last-mile, back-to-base routes of up to 200 miles per day. This includes their proprietary X-Platform (a vehicle chassis) and Xos Energy Solutions™ (charging infrastructure and services). 👉 They help commercial fleet operators transition from traditional internal combustion engine vehicles to electric ones, supported by their fleet management software, Xosphere™.

🚨 Going Concern & Liquidity Warning ⚠️

This section is the most critical warning for investors. The company's independent auditors included a "Going Concern" warning in their report. This means the auditors believe that, based on current financial trends, the company faces substantial doubt about its ability to continue operating for the next year.

👉 The financial reality: For 2025, the company recorded a net loss of $25.3 million. While it generated $5.4 million in cash from operating activities for 2025 (compared to $48.8 million used in 2024), its total working capital as of December 31, 2025, was $26.2 million, which included $14.0 million in cash and cash equivalents. 👉 The ultimate risk: Due to losses and high capital needs, the auditors noted that the company’s ability to access capital is critical, and the financial statements do not include adjustments for this potential uncertainty.

💰 Financial Performance Highlights 📈

Looking at the Statements of Operations, Xos’s revenue and profitability trends show a steep decline year-over-year.

• Revenues: Revenues dropped significantly to $45,992 million in 2025, down from $55,961 million in 2024.
  • 👉 Why it matters: A decline in revenue suggests the company is struggling to maintain sales momentum in the competitive commercial vehicle market.
• Gross Profit: The Gross Profit also decreased sharply, falling to $2,724 million in 2025 compared to $3,965 million in 2024.
  • 👉 Why it matters: This indicates that the costs associated with making and selling their vehicles are rising faster than their ability to generate sales.
• Net Loss: The company recorded a Net loss of $25.3 million in 2025, compared to a net loss of $50.1 million in 2024.
  • 👉 Why it matters: While the loss amount is smaller than the previous year's, the company is still burning significant amounts of cash and is not yet profitable.

💼 Balance Sheet Snapshot (Dec 31, 2025) 📊

The Balance Sheet gives a snapshot of what the company owns (Assets) versus what it owes (Liabilities). The total assets shrank significantly from $98.333 million in 2024 to $60.363 million in 2025.

Assets:

• Cash and Cash Equivalents: The company maintained a substantial cash position of $14.040 million at the end of 2025, up from $10.996 million in 2024.
  • 👉 Why it matters: Cash is essential for survival, especially when a company is struggling to generate positive operating cash flow.
• Total Current Assets: These fell from $82.301 million in 2024 to $49.877 million in 2025. This drop is driven mainly by the sharp decrease in Accounts Receivable and Inventories.

Liabilities:

• Total Liabilities: These decreased from $64.723 million in 2024 to $37.076 million in 2025.
• Convertible Debt, Current: This liability was reduced from $19.970 million in 2024 to $6.500 million in 2025.
  • 👉 Why it matters: A reduction in current debt obligations helps improve the company's short-term financial health.

💰 Cash Flow Story (Operating Activities) 💸

The Statement of Cash Flows explains where the money actually went, which is often more telling than the income statement.

• Net cash provided by (used in) Operating activities: In 2025, the company used $5.365 million in cash from operations. This is a massive contrast to the prior year, where it used $48.795 million.
  • 👉 What this signals: The company is moving toward a less aggressive use of cash from its core business operations, but it still cannot fund itself solely through sales.
• Investing Activities: The company generated $51.176 million in cash from investing activities in 2024, largely from acquiring ElectraMeccanica Vehicles Corp. In 2025, this number was only $61 million.
  • 👉 Why it matters: The drop indicates that the major strategic expenditure of the past year (the acquisition) was completed, and the company's cash flow is now less dependent on large-scale, asset-heavy deals.

🚀 Key Strategic Transactions and Mergers ⚡️

The filings confirm major strategic moves involving acquisitions and partnerships.

• ElectraMeccanica Acquisition: The company completed the acquisition of ElectraMeccanica Vehicles Corp. on March 26, 2024. This transaction was significant enough to result in a $31.856 million boost to stockholders’ equity in the 2024 period.
  • 👉 The Scale: The transaction was major enough that the combined balance sheet reflected Xos gaining control over ElectraMeccanica’s assets and cash.
• Business Combination: The company underwent a complex merger/domestication process initially combining NextGen, Sky Merger Sub I, Inc., and Legacy Xos to become the publicly traded entity on Nasdaq.

🌍 Geopolitical and Market Risks 🌎

Xos highlights several material risks that could severely impact its business and finances.

• General Economic Uncertainty: The company warns that global economic and political conditions (e.g., recession, inflation, potential bank failures, geopolitical events like conflicts involving Russia, Ukraine, Iran, or China) make forecasting difficult.
  • 👉 The Impact: These events could cause customers to slow spending, strain suppliers, and hurt the company's ability to meet its operational goals.
• Liquidity and Capital Access: As an early-stage company, the need for outside capital is paramount. The filing warns that if Xos cannot generate sufficient revenue to cover expenses, it must raise additional capital through debt or equity.
  • 👉 The Warning: The ability to raise capital is not assured, and insufficient funding could force Xos to delay, scale back, or abandon development programs.

🏭 Accounting and Product Policies 🔬

The notes contain detailed policies on how Xos counts its money, which is vital for understanding the figures.

• Revenue Recognition: Xos recognizes revenue mainly when a customer takes physical control of the product (i.e., when the vehicle is delivered to the carrier). This is compliant with ASC 606 standards.
  • 👉 Detail: For services like over-the-air software updates, revenue is recognized over time on a straight-line basis.
• Inventory Valuation: Inventory is valued at the lower of its cost or its net realizable value (NRV).
  • 👉 Accounting Detail: The company performs regular write-downs if it determines that raw materials or finished goods are damaged or obsolete.
• Product Warranty Liability: Xos provides a product warranty and must estimate the costs associated with repairing or replacing vehicles.
  • 👉 The Fluctuation: The required warranty liability increased from $740 million at the end of 2024 to $1,477 million at the end of 2025, reflecting updated historical claims experience.

📈 Customer Concentration Risk 🧑‍🤝‍🧑

The filings provide specific data on how reliant the company is on certain customers.

• Customer Dependence: For the year ended December 31, 2025, one single customer accounted for 54% of the company’s total revenues.
  • 👉 The Danger: This is a massive concentration risk. If that single customer reduces spending or loses business, it represents a disproportionately large threat to Xos's revenue base.

📅 Key Contacts and Reporting Schedule 📞

This section provides essential follow-up information for investors.

• Principal Executive Office: 3550 Tyburn Street, Los Angeles, CA 90065.
• General Contact: (818) 316-1890.
• Next Steps: The filing advises that the reader should read this Amendment No. 1 in conjunction with the Original Form 10-K filed on March 30, 2025.

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🧠 The Analogy 🚗

Think of Xos, Inc. like a specialty race car team that has been acquired by a major league manufacturer. The race car (the product) is brilliant, but the team (the company) is currently in debt and has a complicated financial structure. The annual report is like a doctor's report: it tells you all the vital stats (the cash, the assets, the debt), but critically, it also warns you that the patient (the company) has a serious, underlying weakness (the Going Concern warning) that needs massive, immediate funding just to stay on the track.

🧩 Final Takeaway 💡

Xos is a high-potential, high-risk player in the rapidly expanding clean energy vehicle market. While the company is executing major strategic moves (like the ElectraMeccanica acquisition), its financial health is precarious, characterized by significant losses and deep concerns about its long-term access to capital.