Xos (XOS) CFO uses 3,163 shares for taxes, holds 163,752

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Xos, Inc. Chief Financial Officer Liana Pogosyan reported a routine tax-withholding transaction related to restricted stock vesting. On May 10, 2026, the company withheld 3,163 shares of common stock at $1.89 per share to cover her tax obligations.

After this non‑market disposition, Pogosyan directly holds 163,752 shares of Xos common stock, which includes 112,911 unvested restricted stock units (RSUs). RSUs convert into shares as they vest, so this transaction reflects tax handling on previously granted equity compensation rather than an open‑market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pogosyan Liana

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,163	$1.89	$6K

Holdings After Transaction: Common Stock — 163,752 shares (Direct, null)

Footnotes (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 112,911 unvested RSUs.

Key Figures

Shares withheld for taxes: 3,163 shares Withholding price per share: $1.89 per share Shares held after transaction: 163,752 shares +1 more

4 metrics

Shares withheld for taxes 3,163 shares Withheld on May 10, 2026 to satisfy RSU tax obligations

Withholding price per share $1.89 per share Value used for 3,163-share tax-withholding disposition

Shares held after transaction 163,752 shares Total Xos common stock directly held by CFO after withholding

Unvested RSUs 112,911 RSUs Unvested restricted stock units included in CFO’s holdings

Key Terms

Restricted Stock Unit ("RSU") Awards, tax withholding obligations, unvested RSUs, tax-withholding disposition

4 terms

Restricted Stock Unit ("RSU") Awards financial

"vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards."

tax withholding obligations financial

"shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting"

unvested RSUs financial

"Includes 112,911 unvested RSUs."

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

05/13/2026 - 06:39 PM

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^*

Pogosyan Liana

(Last)

(First)

(Middle)

C/O XOS, INC.

3550 TYBURN ST., 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/10/2026		F		3,163⁽¹⁾	D	$1.89	163,752⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 112,911 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 Liana Pogosyan	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)

Source: View Original Filing on SEC EDGAR

FAQ

What does the latest XOS Form 4/A filing report for CFO Liana Pogosyan?

The Form 4/A reports that Xos CFO Liana Pogosyan had 3,163 shares withheld to cover taxes on vested RSUs. This is a routine equity compensation event, not an open-market stock sale, and reflects standard tax handling on stock-based awards.

How many Xos (XOS) shares were used for CFO Pogosyan’s tax withholding?

Xos withheld 3,163 shares of common stock at $1.89 per share to satisfy CFO Liana Pogosyan’s tax obligations on vested RSU awards. The shares were not sold on the open market but retained by the company for tax payment purposes.

How many Xos (XOS) shares does CFO Liana Pogosyan hold after this Form 4/A?

After the tax-withholding transaction, CFO Liana Pogosyan directly holds 163,752 Xos common shares. This total reflects her remaining equity position following the 3,163-share withholding tied to RSU vesting reported in the amended Form 4 filing.

What are RSUs mentioned in the Xos (XOS) Form 4/A footnotes?

The filing explains that each RSU, or Restricted Stock Unit, represents a contingent right to receive one Xos common share upon settlement. RSUs vest over time, and when they vest, companies often withhold some shares to cover the recipient’s tax obligations.

How many unvested RSUs does the Xos (XOS) CFO currently have?

The footnotes state that CFO Liana Pogosyan’s holdings include 112,911 unvested RSUs. These units have not yet converted into common shares and will typically settle into stock over time as vesting conditions and service requirements are met.

Was the Xos (XOS) CFO’s Form 4/A transaction an open-market stock sale?

No. The filing shows a code F tax-withholding disposition, meaning 3,163 shares were withheld by Xos to pay taxes on vested RSUs. This differs from an open-market sale, where shares are sold to external buyers through a stock exchange.