Xos enters ATM sales agreement with Roth Capital; up to $20M common stock offering

Xos, Inc.

Up to $20M common stock ATM offering; current capacity limited to ~$5.37M under S-3 instruction.
Agent Roth Capital receives 3.0% commission on gross proceeds; company to reimburse certain expenses.
Net proceeds to be used for working capital, debt servicing, and mandatory payments on convertible promissory note.
Shares sold at-the-market under Rule 415; Sales Agreement dated August 14, 2025 with Roth Capital.
Sales Agreement contains customary representations, warranties, indemnification, and termination provisions.

item 1.01item 9.01

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