[Form 4/A] Xos, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer Dakota Semler reported a tax-related share disposition tied to vesting stock awards. On May 10, 2026, the issuer withheld 14,538 shares of common stock at $1.89 per share to satisfy tax withholding obligations on previously reported Restricted Stock Unit (RSU) awards. After this withholding, Semler directly held 877,061 shares of common stock, which the footnotes state include 499,430 unvested RSUs. This event reflects tax settlement on equity compensation rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Semler Dakota

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	14,538	$1.89	$27K

Holdings After Transaction: Common Stock — 877,061 shares (Direct, null)

Footnotes (1)

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. Includes 499,430 unvested RSUs.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2026

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)
05/12/2026

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	05/10/2026		F		14,538(1)	D	$1.89	877,061(2)	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. Includes 499,430 unvested RSUs.

Remarks:

This Amendment is being filed solely to correct an inadvertent error in the price per share of securities disposed of in the tax withholding transaction reported for May 10, 2026, as originally filed on May 12, 2026. There are no changes to the reported numbers of securities disposed of or beneficially owned following such transaction.

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	05/13/2026
	** 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)

FAQ

What insider transaction did XOS CEO Dakota Semler report on this Form 4/A?

Dakota Semler reported a tax-withholding disposition of shares. Xos, Inc. withheld 14,538 shares of common stock at $1.89 per share to cover tax obligations arising from the vesting of previously granted Restricted Stock Unit awards, rather than an open-market share sale.

How many XOS shares were withheld for Dakota Semler’s tax obligations?

The issuer withheld 14,538 shares of Xos common stock. These shares were retained by the company to satisfy Dakota Semler’s tax withholding obligations related to the vesting of his previously reported Restricted Stock Unit awards, as described in the Form 4/A footnotes.

What is Dakota Semler’s XOS shareholding after the reported tax withholding?

After the tax-withholding transaction, Dakota Semler directly held 877,061 shares of Xos common stock. According to the footnotes, this figure also includes 499,430 unvested Restricted Stock Units that represent contingent rights to receive additional shares upon settlement.

Does this XOS Form 4/A show an open-market sale by Dakota Semler?

The filing shows no open-market sale by Dakota Semler. Instead, it reports shares withheld by Xos, Inc. to meet tax withholding obligations from vesting RSU awards, classified as a tax-withholding disposition rather than a voluntary market transaction.

What are the RSUs referenced in Dakota Semler’s XOS Form 4/A filing?

The filing notes previously reported Restricted Stock Unit awards, where each RSU represents a contingent right to receive one Xos common share upon settlement. Footnotes indicate Semler’s position includes 499,430 unvested RSUs in addition to other directly held common shares.