Xos Inc美国存托凭证招股说明书（2026年6月23日版）

Filed Pursuant to Rule424(b)(5)Registration No.333-296569 PROSPECTUS SUPPLEMENT(to Prospectus datedJune 22, 2026) Xos, Inc. Up to $8,779,902 Common Stock We have entered into a sales agreement (“Sales Agreement”) with Roth Capital Partners, LLC (“Roth Capital Partners”) relatingto shares of our common stock, par value $0.0001 per share (“common stock”), offered by this prospectus supplement andaccompanying prospectus. In accordance with the terms of such Sales Agreement and pursuant to the requirements of GeneralInstruction I.B.6 to Form S-3, we may offer and sell shares of our common stock pursuant to this prospectus supplement and the Our common stock is currently listed on the Nasdaq Capital Market under the symbol “XOS.” On June 17, 2026, the last reportedsale price of our common stock on the Nasdaq Capital Market was $3.385 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in salesdeemed to be an “at-the-market” equity offering as defined in Rule415(a)(4)promulgated under the Securities Actof1933, asamended (the “Securities Act”). Roth Capital Partners is not required to sell any specific amount of securities, but will act as our salesagent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between The compensation to Roth Capital Partners for sales of common stock sold pursuant to the Sales Agreement will be 3.0% of theaggregate gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the commonstock on our behalf, Roth Capital Partners may be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of Roth Capital Partners may be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Roth Capital Partners with respect to certain liabilities, including liabilities under the SecuritiesAct or the Securities ExchangeActof1934, as amended, (the “ExchangeAct”). See “Plan of Distribution” beginning on pageS-12 for As of June 17, 2026, the aggregate market value of our outstanding shares of common stock held by non-affiliates wasapproximately $60,440,502, based on 13,718,819shares of outstanding common stock, of which 8,101,944shares are held by non-affiliates, and the last reported sale price of our common stock of $7.46 per share on June 3, 2026. Pursuant to GeneralInstructionI.B.6 of FormS-3, in no event will we sell securities in a primary offering with a value exceeding more than one-third of Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on pageS-4 of thisprospectus supplement and those found in the accompanying prospectus and under similar headings in the documentsincorporated by reference herein and therein before investing in our securities. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Roth Capital Partners The date of this prospectus supplement is June 22, 2026. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on FormS-3 that we have filedwith the SEC, utilizing a “shelf” registration process. By using a shelf registration statement, we may offer shares of our commonstock having an aggregate offering price of up to $8,779,902 from time to time under this prospectus supplement, pursuant to the This document contains two parts. The first part consists of this prospectus supplement, which provides you with specificinformation about this offering. The second part, the accompanying prospectus, provides more general information, some of whichmay not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to both parts combined. Thisprospectus supplement may add, update or change information contained in the accompanying prospectus. To the extent that anystatement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or anydocuments incorporated by reference herein or therein as of the date of this prospectus supplement, the statements made in this We have not, and Roth Capital Partners has not, authorized anyone to provide any information other than that contained in orincorporated by reference in this prospectus supplement, any applicable prospectus supplement, and any applicable free writingprospectus prepared by or on behalf of us or to which we have referred you. We and Roth Capital Partners take no responsibility for,and can provide no assurance as to, the reliability of, any other informa