Xos, Inc 8-K, filed Aug 22, 2025
Xos, Inc. (XOS)
8-K
2025-08-22
For: 2025-08-18
View Original
Added on
April 12, 2026
About this 8-K
Xos, Inc filed this 8-K on August 22, 2025, reporting on events of August 18, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(818 ) 316-1890
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On August 18, 2025 , the board of directors (the "Board") of Xos, Inc. (the "Company") increased the number of directors constituting the whole Board from eight to nine directors, and elected John F. Smith as a Class I director, to serve until the Company's 2028 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. At the same time, the Board appointed Mr. Smith to its Audit Committee.
Mr. Smith has been Principal of Eagle Advisors LLC, a strategy development and performance improvement consultancy since 2011. Mr. Smith has 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.
As a member of the Board and Audit Committee, Mr. Smith will be compensated in accordance with the Company’s standard compensation policies and practices for its non-employee directors, which are described in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on May 12, 2025.
No family relationships exist between Mr. Smith and any of the Company’s other directors or executive officers. There are no arrangements or understandings pursuant to which Mr. Smith was elected as a director, and there are no related party transactions between the Company and Mr. Smith reportable under Item 404(a) of Regulation S-K.
In connection with Mr. Smith's election to the Board, the Company and Mr. Smith entered into an Indemnification Agreement, dated as of August 18, 2025 on substantially the same terms as the agreements previously entered between the Company and each of its other directors. The form of indemnification agreement entered into between the Company and each of its directors is filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 26, 2021, and is incorporated herein by reference. The Indemnification Agreement provides customary indemnification protections to the indemnitees, including indemnification against all expenses, judgments, fines and amounts paid in settlement and advancement of expenses (subject to customary limitations).
Item 7.01. Regulation FD Disclosure.
On August 22, 2025, the Company issued a press release announcing Mr. Smith's election to the Board. A copy of the press release is attached hereto as Exhibit 99.1, which shall be furnished and not deemed to be filed for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. | ||||
Exhibit No. | Description | |||||||
10.1 | ||||||||
| 99.1 | ||||||||
| 104 | iXBRL language is updated in the Exhibit Index | |||||||
SIGNATURE
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 hereunto duly authorized.
Dated: August 22, 2025
| XOS, INC. | ||||||||
| By: | /s/ Liana Pogosyan | |||||||
| Liana Pogosyan | ||||||||
| Chief Financial Officer | ||||||||
Xos, Inc. Appoints Automotive Veteran John Smith to its
Board of Directors
Former General Motors Group Vice President brings decades of global automotive, strategy, and governance experience as Xos scales MDXT and charging solutions
Los Angeles, August 22, 2025 — Xos, Inc., a leading manufacturer of medium‑duty electric vehicles and mobile charging solutions, today announced that John F Smith has been appointed to the Company’s Board of Directors, effective August 18, 2025. With Mr. Smith’s appointment, the Board has increased from eight to nine directors. Mr. Smith has been designated a Class I director and will serve until Xos’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. He has also been appointed to the Board’s Audit Committee.
Mr. Smith is Principal of Eagle Advisors LLC, a strategy development and performance-improvement consultancy he founded in 2011. He has served on the board of TI Fluid Systems plc, American Axle & Manufacturing, Covisint Corp, where he was Chairman until its sale in 2017, and CEVA Logistics. Mr. Smith retired as Group Vice President, Corporate Planning and Alliances, at General Motors after more than forty-two years with the company.
“John’s track record across OEM strategy, alliances, and supply‑chain leadership is a powerful complement to our Board as we scale MDXT production, expand our Xos Hub deployments, and deepen collaborations with strategic partners,” said Dakota Semler, Co‑Founder and Chief Executive Officer of Xos. “His governance experience and operating rigor will be invaluable as we continue to execute and build durable, profitable growth.”
“I’m honored to join Xos at such a pivotal time,” said Mr. Smith. “The team’s focus on medium‑duty applications, pragmatic electrification, and flexible charging solutions positions the Company to serve a broad share of the commercial market. I look forward to supporting Xos’s next phase of operational scaling and customer adoption.”
About John Smith
•Principal, Eagle Advisors LLC (2011–present)
•Former Director, TI Fluid Systems plc (2017-2025), American Axle & Manufacturing (2011–2025); Covisint Corp (Chairman until 2017); CEVA Logistics (2013–2019)
•Former Group Vice President, Corporate Planning and Alliances, General Motors (1968-2010)
About Xos, Inc.
Xos, Inc. (NASDAQ: XOS) is a U.S.-based manufacturer of medium‑duty battery‑electric vehicles and mobile energy solutions that help fleets accelerate their transition to zero‑emission operations. Xos designs and builds commercial vehicles including the Xos MDXT chassis cab and Xos Step Van, and deploys charging and energy products such as the Xos Hub, a mobile charging and energy storage platform. Xos serves customers across parcel delivery, food & beverage, cash‑in‑transit, government, and vocational applications. Founded in 2015, Xos is headquartered in Los Angeles with production operations in Tennessee. For more information, visit xostrucks.com.
Forward‑Looking Statements
This press release contains “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Xos’s strategy, operational scaling, growth
prospects, partnerships, and market opportunities. Forward‑looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Important factors that could cause actual results to differ are detailed from time to time in Xos’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors.” Forward‑looking statements speak only as of the date of this release, and Xos undertakes no obligation to update any forward‑looking statements, except as required by law.
Investor Contact
Investor Relations
Xos, Inc.
ir@xostrucks.com
Media Contact
Media Relations
Xos, Inc.
press@xostrucks.com