[144] Xos, Inc. SEC Filing

Rhea-AI Filing Summary

Xos, Inc. (XOS) filed a Form 144 notifying the proposed sale of 200,000 shares of common stock, with an aggregate market value of $468,000, to be sold through Piper Sandler on 09/11/2025. The filing shows these shares were acquired on 08/20/2021 as SPAC merger shares from the issuer.

The notice also discloses significant recent sales by the selling account: 196,628 shares were sold across multiple dates between 08/26/2025 and 09/10/2025, generating approximately $542,622.67 in gross proceeds. Outstanding shares are listed as 10,493,845, so the proposed 200,000-share sale represents roughly 1.9% of that total. The filer certifies no undisclosed material adverse information.

Positive

• Compliant disclosure under Rule 144 showing planned sale through a registered broker
• Recent sales transparency: the filer reported prior disposals totaling 196,628 shares and ~$542,622.67 in gross proceeds

Negative

• Insider selling pressure: proposed sale of 200,000 shares (~1.9% of outstanding shares) could increase supply near the execution date
• Concentrated recent dispositions by the account over a short period (08/26/2025–09/10/2025) may raise investor concerns about insider liquidity needs

Insights

Securities Analyst

TL;DR: A planned sale equal to about 1.9% of outstanding shares follows nearly 197k shares already sold recently.

The filing documents a non-routine sale by a significant holder that may modestly increase share supply over a short period. The proposed 200,000-share sale is meaningful relative to the issuer's outstanding shares but not so large as to force a material revaluation on its own. The recent tranche sales totaling ~196,628 shares and ~$542.6k in proceeds show active liquidity events from the same account, which investors may interpret as de-risking by the holder rather than a reflection of company fundamentals. Monitor market absorption around the 09/11/2025 execution date.

Corporate Governance Expert

TL;DR: The Form 144 indicates compliant disclosure of planned sales tied to SPAC merger shares acquired in 2021.

The notice properly identifies acquisition origin (SPAC merger) and confirms representation about material non-public information. From a governance perspective, disclosure is timely and aligns with Rule 144 procedural requirements. The pattern of recent dispositions and this planned sale could prompt shareholder questions about insider alignment, but the filing itself contains no allegation of misconduct or policy violation.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Piper Sandler & Co Inc 350 N 5th St Ste 1000 Minneapolis MN 55401	200000	468000.00	10493845	09/11/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	08/20/2021	SPAC Merger Shares	Issuer			200000	08/20/2021	NA

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	08/26/2025	41894	126666.51
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	08/27/2025	28384	86213.56
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	08/28/2025	20398	61196.04
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	08/29/2025	19731	57000.89
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	09/02/2025	24593	64411.53
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	09/03/2025	19333	47876.24
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	09/04/2025	13110	29835.74
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	09/05/2025	5479	12624.71
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	09/08/2025	11686	26727.05
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	09/09/2025	6825	15535.07
Emerald Green Trust C/O Xos, Inc 3550 Tyburn St Los Angeles CA 90065	Common Stock	09/10/2025	6195	14535.33

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does XOS's Form 144 report about the planned sale?

The filing notifies a proposed sale of 200,000 shares of Xos, Inc. common stock with an aggregate market value of $468,000, targeted for 09/11/2025 through Piper Sandler.

When and how were the shares being sold acquired?

The shares were acquired on 08/20/2021 as SPAC merger shares, with the issuer listed as the source.

How many shares were sold recently by the same account and for how much?

Between 08/26/2025 and 09/10/2025, the account sold 196,628 shares, generating approximately $542,622.67 in gross proceeds.

What portion of outstanding shares does the planned sale represent?

The filing lists 10,493,845 shares outstanding; the planned 200,000-share sale equals about 1.9% of that total.

Who is the broker handling the proposed sale?

The broker named in the filing is Piper Sandler & Co. Inc. located in Minneapolis, MN.