On November 27, 2018, the Legacy Xos’s board of directors and stockholders adopted the 2018 Stock Plan. There are no shares available for issuance under the 2018 Stock Plan; however, the 2018 Stock Plan continues to govern the terms and conditions of the outstanding awards granted under the 2018 Stock Plan.

As of June 30, 2026, there were 1,165 Options outstanding under the 2018 Stock Plan. The amount and terms of Option grants were determined by the board of directors of Legacy Xos. The Options granted under the 2018 Stock Plan generally expire within 10 years from the date of grant and generally vest over four years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service.

Stock option activity during the three months ended June 30, 2026 consisted of the following:


	Options			Weighted Average Fair Value Per Share		Weighted Average Exercise Price Per Share		Weighted Average Remaining Years		Aggregate Intrinsic Value
December 31, 2025 — Options outstanding		1,211		$	0.47	$	0.66		3.69	$	1,399
Granted		—			—		—				—
Exercised		—			—		—				—
Forfeited		(23	)		0.34		0.46				42
March 31, 2026 — Options outstanding		1,188		$	0.47	$	0.66		3.51	$	1,154
Granted		—			—		—				—
Exercised		(23	)		0.64		0.46				35
Forfeited		—			—		—				—
June 30, 2026 — Options outstanding		1,165		$	0.47	$	0.66		3.25	$	2,746
June 30, 2026 — Options vested and exercisable		1,165		$	0.47	$	0.66		3.25	$	2,746

Aggregate intrinsic value represents the difference between the exercise price of the options and the fair value of the Company’s Common Stock. The aggregate intrinsic value of options exercised during the three months ended June 30, 2026 and 2025 was approximately $35 and $0, respectively. The aggregate intrinsic value of options exercised during the six months ended June 30, 2026 and 2025 was approximately $35 and $2,351, respectively.

The Company estimates the grant date fair value of options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company's share price over the expected term, expected risk-free rate and expected dividend yield rate. There were no option grants during the three and six months ended June 30, 2026 and 2025.

On August 19, 2021 the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Equity Plan”), which was ratified by the Company’s board of directors on August 20, 2021. The 2021 Equity Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to employees, including employees of any parent or subsidiary, and for the grant of non-statutory stock options (“NSOs”), stock appreciation rights, restricted

stock awards, restricted stock units (“RSUs”), performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of Xos’s affiliates. On June 24, 2024, the Company’s stockholders approved the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan (the “A&R 2021 Equity Plan”) to increase the aggregate number of shares of Common Stock reserved for issuance under the 2021 Equity Plan by 1,180,819 shares. On June 24, 2025, the Company’s stockholders approved the 2025 Amendment to the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan (the “2025 Amendment”) to increase the aggregate number of shares of Common Stock reserved for issuance under the 2021 Equity Plan by 3,100,000 shares. On June 23, 2026, the Company’s stockholders approved the 2026 Amendment to the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan (the “2026 Amendment”) to increase the aggregate number of shares of Common Stock reserved for issuance under the 2021 Equity Plan by 3,740,000 shares.

As of June 30, 2026, there were 5,972,396 shares of Common Stock available for issuance under the A&R 2021 Equity Plan, as amended.

RSU activity during the three months ended June 30, 2026 consisted of the following:


	RSUs			Weighted Average Grant Date Fair Value		Weighted Average Fair Value
December 31, 2025 — RSU outstanding		3,096,067		$	3.79	$	5,605,441
Granted		96,716			2.22		215,355
Vested		(898,345	)		3.59		1,873,916
Forfeited		—			—		—
March 31, 2026 — RSU outstanding		2,294,438		$	3.80	$	3,741,339
Granted		332,617			2.02		673,312
Vested		(740,401	)		4.12		2,167,773
Forfeited		(375	)		4.00		653
June 30, 2026 — RSU outstanding		1,886,279		$	3.54	$	5,699,166

The Company recognized stock-based compensation expense (including Earn-out RSUs) in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2026 totaling approximately $2.0 million and $4.1 million, respectively, and June 30, 2025, totaling approximately $1.6 million and $3.1 million, respectively, which consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Cost of goods sold	$	54	$	47	$	119	$	108
Research and development		315		336		670		691
Sales and marketing		246		206		658		437
General and administrative		1,373		985		2,660		1,861
Total	$	1,988	$	1,574	$	4,107	$	3,097

We allocate stock-based compensation expense to cost of goods sold, research and development expense, sales and marketing expense and general and administrative expense, based on the roles of the applicable recipients of such stock-based compensation. The unamortized stock-based compensation expense was $6.3 million as of June 30, 2026, and weighted average remaining amortization period as of June 30, 2026 was 1.39 years.

The aggregate fair value of RSUs that vested was $2.2 million and $4.1 million during the three and six months ended June 30, 2026, respectively.