Xos COO corrects unvested stock units to 1.77M

Approximately 33% of the award shall vest on March 10, 2027, followed by 24 approximately equal monthly installments, subject to continued service.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

Xos, Inc. Chief Operating Officer and director Giordano Sordoni reported an award of 1,388,293 RSUs on September 10, 2026, and 13,662 shares withheld by the issuer to satisfy tax withholding obligations tied to vesting of previously reported RSUs. The amendment corrects the total unvested RSUs to 1,773,685, combining the 385,392 previously reported with the award; it states that transaction and post-transaction security counts are unchanged.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Sordoni Giordano

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	13,662	$2.79	$38K
Grant/Award	Common Stock F3, F2, F4	1,388,293	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,928,089 shares (Direct)

Footnotes (4)

1. F1. Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement.
2. F2. Inlcudes 1,773,685 unvested RSUs.
3. F3. Approximately 33% of the Restricted Stock Unit ("RSU") Award shall vest on March 10, 2027 (the "Initial Vesting Date"), and the remainder of the RSU Award shall vest in twenty-four (24) approximately equal installments on each Monthly Vesting Date immediately following the Initial Vesting Date. "Monthly Vesting Date" means the 10th day of each month. Notwithstanding the foregoing, vesting shall terminate upon the Reporting Person's termination of continuous service, as described in Section 6(l) of the Global RSU Award Agreement.
4. F4. The Reporting Person is an executive officer and a director of the Issuer and is filing this Form 4 solely in such capacities. The number of shares reported in Column 5 includes certain securities in which the Reporting Person may be deemed to have a pecuniary interest, such as shares issuable upon settlement of RSUs that vest more than 60 days in the future. However, the Reporting Person does not beneficially own such securities within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is a '10% Owner' or a beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

Key Figures

RSUs awarded: 1,388,293 RSUs Shares withheld for tax withholding: 13,662 shares Reported price per share: $2.79 per share +4 more

7 metrics

RSUs awarded 1,388,293 RSUs Awarded September 10, 2026

Shares withheld for tax withholding 13,662 shares In connection with vesting of previously reported RSU awards on September 10, 2026

Reported price per share $2.79 per share September 10, 2026 transaction

Corrected total unvested RSUs 1,773,685 RSUs Corrected total reported in footnote 2

Previously reported unvested RSUs 385,392 RSUs Amount combined with the September 10, 2026 award

Initial vesting portion Approximately 33% Scheduled to vest March 10, 2027

Monthly vesting installments 24 approximately equal installments Each monthly vesting date immediately following the initial vesting date

Key Terms

Restricted Stock Unit ("RSU") Award, Monthly Vesting Date, pecuniary interest, Rule 13d-3

4 terms

Restricted Stock Unit ("RSU") Award financial

"Restricted Stock Unit ("RSU") Award shall vest on March 10, 2027"

Monthly Vesting Date financial

""Monthly Vesting Date" means the 10th day of each month"

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

Rule 13d-3 regulatory

"within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many unvested RSUs does XOS COO Giordano Sordoni have after the correction?

The corrected total is 1,773,685 unvested RSUs. This comprises 385,392 RSUs previously reported and the 1,388,293 RSUs awarded on September 10, 2026.

How many shares did XOS withhold from Giordano Sordoni for taxes?

The issuer withheld 13,662 shares to satisfy tax withholding obligations connected with vesting of previously reported RSU awards. The reported price was $2.79 per share.

When do Giordano Sordoni's XOS RSUs vest?

Approximately 33% of the award shall vest on March 10, 2027, and the remainder shall vest in 24 approximately equal installments on each monthly vesting date immediately following that date. Vesting shall terminate upon termination of continuous service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/13/2026 - 05:24 PM EDT Accepted by SEC EDGAR 10/13/2026 - 05:24 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sordoni Giordano

(Last) (First) (Middle)

C/O XOS, INC.

3550 TYBURN STREET, UNIT 100

(Street)

LOS ANGELES CALIFORNIA 90065

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Xos, Inc. [ XOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/14/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/10/2026		F		13,662(1)	D	$2.79	1,539,796(2)	D
Common Stock	09/10/2026		A		1,388,293(3)	A	$0	2,928,089(2)(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement.

2. Inlcudes 1,773,685 unvested RSUs.

3. Approximately 33% of the Restricted Stock Unit ("RSU") Award shall vest on March 10, 2027 (the "Initial Vesting Date"), and the remainder of the RSU Award shall vest in twenty-four (24) approximately equal installments on each Monthly Vesting Date immediately following the Initial Vesting Date. "Monthly Vesting Date" means the 10th day of each month. Notwithstanding the foregoing, vesting shall terminate upon the Reporting Person's termination of continuous service, as described in Section 6(l) of the Global RSU Award Agreement.

4. The Reporting Person is an executive officer and a director of the Issuer and is filing this Form 4 solely in such capacities. The number of shares reported in Column 5 includes certain securities in which the Reporting Person may be deemed to have a pecuniary interest, such as shares issuable upon settlement of RSUs that vest more than 60 days in the future. However, the Reporting Person does not beneficially own such securities within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is a '10% Owner' or a beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

Remarks:

This Amendment is being filed solely to correct an error in the number of unvested RSUs reported in footnote 2 of the original Form 4. The total unvested RSUs is the sum of the 385,392 RSUs initially reported in footnote 2 and the 1,388,293 RSUs awarded to the Reporting Person on September 10, 2026 and described in footnote 3. There are no changes to the reported numbers of securities acquired, disposed of, or beneficially owned following each transaction.

	/s/ David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni	10/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)