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Xos CEO corrects unvested stock units to 1.78M

Approximately 33% of the award shall vest on March 10, 2027; the remainder vests in 24 approximately equal monthly installments, subject to continuous service.

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Form Type
4/A

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer and director Dakota Semler amended his report to correct the unvested RSU total to 1,777,906. On September 10, 2026, Semler was awarded 1,388,293 RSUs, and the issuer withheld 14,538 shares to satisfy tax withholding obligations tied to previously reported RSUs. The amendment states that reported numbers of securities acquired, disposed of, or beneficially owned following transactions are unchanged.

Insider Semler Dakota
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock F1, F2 14,538 $2.79 $41K
Grant/Award Common Stock F3, F2, F4 1,388,293 $0.00 $0.00
Holdings After Transaction: Common Stock — 2,177,202 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. Includes 1,777,906 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.
Unvested RSUs 1,777,906 RSUs Corrected total
RSU award 1,388,293 RSUs Awarded September 10, 2026
Tax-withholding shares 14,538 shares Withheld by the issuer on September 10, 2026
Reported price per share $2.79 per share Reported with the 14,538-share tax-withholding transaction
Initially reported RSUs 389,613 RSUs Amount included in the corrected unvested RSU total
Restricted Stock Unit financial
"Restricted Stock Unit ("RSU") Awards"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Monthly Vesting Date financial
""Monthly Vesting Date" means the 10th day of each month"
pecuniary interest regulatory
"except to the extent of his pecuniary interest therein"
Rule 13d-3 regulatory
"within the meaning of Rule 13d-3"
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.

What unvested RSU total did Dakota Semler correct for XOS?

The corrected total is 1,777,906 unvested RSUs, comprising 389,613 RSUs initially reported and 1,388,293 RSUs awarded on September 10, 2026. The amendment states that reported numbers of securities acquired, disposed of, or beneficially owned following each transaction did not change.

When do Dakota Semler's XOS RSUs vest?

Approximately 33% of the award shall vest on March 10, 2027, with the remainder vesting in 24 approximately equal installments on each Monthly Vesting Date immediately following that date. A Monthly Vesting Date is the 10th day of each month, and vesting terminates upon termination of continuous service.

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

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SEC Form 4
FORM 4UNITED 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*
Semler Dakota

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/10/2026F14,538(1)D$2.79788,909(2)D
Common Stock09/10/2026A1,388,293(3)A$02,177,202(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. Includes 1,777,906 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 389,613 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 Dakota Semler10/13/2026
** Signature of Reporting PersonDate
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)

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