Xos Inc美国股票招股说明书（2026年6月5日版本）

Xos, Inc. 1,090,910 shares of Common Stock We are offering 1,090,910 shares of our common stock, par value $0.0001 per share (“common stock”),pursuant to this prospectus supplement and the accompanying prospectus. The offering price for each share of Our common stock is currently listed on the Nasdaq Capital Market under the symbol “XOS.” On June3,2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $7.46 per share. As of June3, 2026, the aggregate market value of our outstanding shares of common stock held by non-affiliates was approximately $48,834,995, based on 12,567,531shares of outstanding common stock, of which6,546,246shares are held by non-affiliates, and the last reported sale price of our common stock of $7.46 pershare on June3, 2026. Pursuant to General InstructionI.B.6 of FormS-3, in no event will we sell securities in a We have engaged Roth Capital Partners, LLC, or the placement agent, as our exclusive placement agent inconnection with this offering (the “Offering”). This Offering is being conducted on a reasonable “best efforts”basis, and the placement agent has no obligation to buy any of the securities from us or to arrange for thepurchase or sale of any specific number or dollar amount of securities. We have agreed to pay the placement We are a “smaller reporting company” as defined in Rule12b-2of the ExchangeAct, and are subject toreduced public company reporting requirements. This prospectus complies with the requirements that apply to Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginningon page S-4 of this prospectus supplement and those found in the accompanying prospectus and under Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commissionhas approved or disapproved of these securities or passed upon the adequacy or accuracy of this Roth Capital Partners The date of this prospectus supplement is June4, 2026. TABLE OF CONTENTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part consists of this prospectus supplement, which providesyou with specific information about this Offering. The second part, the accompanying prospectus, providesmore general information, some of which may not apply to this Offering. Generally, when we refer only to the“prospectus,” we are referring to both parts combined. This prospectus supplement may add, update or changeinformation contained in the accompanying prospectus. To the extent that any statement we make in thisprospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents We have not, and Roth Capital Partners has not, authorized anyone to provide any information other thanthat contained in or incorporated by reference in this prospectus supplement, any applicable prospectussupplement, and any applicable free writing prospectus prepared by or on behalf of us or to which we havereferred you. We and Roth Capital Partners take no responsibility for, and can provide no assurance as to, thereliability of, any other information that others may give you. We are not, and Roth Capital Partners is not,making an offer to sell or soliciting an offer to buy our securities in any jurisdiction where an offer orsolicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so orto anyone to whom it is unlawful to make an offer or solicitation. You should assume that the informationappearing in this prospectus supplement, any applicable prospectus supplement, the documents incorporated by We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions whereoffers and sales are permitted. The distribution of this prospectus supplement and the offering of the commonstock in certain jurisdictions may be restricted by law. Persons outside the UnitedStates who come intopossession of this prospectus supplement must inform themselves about, and observe any restrictions relatingto,the offering of the common stock and the distribution of this prospectus supplement outside the We own or have rights to certain trademarks that we use in conjunction with the operations of ourbusiness. Each trademark, trade name, service mark or copyright of any other company appearing orincorporated by reference in this prospectus belongs to its holder. Solely for convenience, trademarks, trade “™” symbols, but the inclusion, or not, of such references are not intended to indicate, in any way, that we, orthe applicable owner, will not assert, to the fullest extent possible under applicable law, our or their, asapplicable, rights to these trademarks, trade names service marks or copyrights. We do not intend our use ordisplay of other companies’ trademarks, trade names, service marks or copyrights to imply a relationship with,or endorsement or sponsorship of us by, such other companies. When we r