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

Xos, Inc. (XOS) insider offloads shares under 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Xos, Inc. (XOS) reports an amended Form 4 for director Michael Paul Richardson, correcting prior transaction codes to reflect open‑market sales rather than dispositions to the issuer. On July 10, 13, and 14, 2026, he sold 3,119 shares of common stock on each date under a Rule 10b5-1 trading plan at weighted average prices around $2.35–$2.49 per share. On July 10, 2026, he also received a grant of 60,584 Restricted Stock Units (RSUs), which vest on the earlier of the first anniversary of the grant date or the day before Xos, Inc.'s 2027 annual meeting, subject to continued service. The amendment states no other information changes from the original Form 4.

Positive

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Negative

  • None.
Insider Richardson Michael Paul
Role Director
Sold 9,357 shs ($23K)
Type Security Shares Price Value
Sale Common Stock F3, F6, F2 3,119 $2.3899 $7K
Sale Common Stock F3, F5, F2 3,119 $2.3473 $7K
Grant/Award Common Stock F1, F2 60,584 $0.00 $0.00
Sale Common Stock F3, F4, F2 3,119 $2.4935 $8K
Holdings After Transaction: Common Stock — 138,491 shares (Direct)
Footnotes (6)
  1. F1. The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date.
  2. F2. Includes 60,584 unvested RSUs.
  3. F3. The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025.
  4. F4. Represents weighted average sales price. The shares were sold at prices ranging from $2.46 to $2.59. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
  5. F5. Represents weighted average sales price. The shares were sold at prices ranging from $2.325 to $2.44. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
  6. F6. Represents weighted average sales price. The shares were sold at prices ranging from $2.35 to $2.45. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
Shares sold July 10, 2026 3119.0000 shares at $2.4935 per share Open‑market sale of Xos, Inc. common stock under Rule 10b5-1 plan
Shares sold July 13, 2026 3119.0000 shares at $2.3473 per share Open‑market sale of Xos, Inc. common stock under Rule 10b5-1 plan
Shares sold July 14, 2026 3119.0000 shares at $2.3899 per share Open‑market sale of Xos, Inc. common stock under Rule 10b5-1 plan
Total shares sold 9357 shares Sum of three open‑market sales reported in the amended Form 4
RSU grant 60584.0000 RSUs at $0.0000 per unit Equity award of Restricted Stock Units granted July 10, 2026
Restricted Stock Units ("RSUs") financial
"The shares reported in this transaction represent Restricted Stock Units ("RSUs"),"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Rule 10b5-1 trading plan regulatory
"effected pursuant to a Rule 10b5-1 trading plan adopted"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average sales price financial
"Represents weighted average sales price. The shares were sold at prices ranging"

FAQ

What insider transactions did XOS disclose for Michael Paul Richardson in this amended Form 4?
The filing reports three open‑market sales of 3,119 shares of Xos, Inc. common stock on July 10, 13, and 14, 2026, plus a grant of 60,584 RSUs on July 10, 2026, all held directly by the reporting person.

What correction does this Form 4/A make for XOS?
The amendment corrects the transaction codes for the July 10, 13, and 14, 2026 dispositions. They were previously reported as Code “D” and are now correctly designated as Code “S” for open‑market sales. The filing states no other information from the original Form 4 changes.

Were the XOS insider stock sales made under a Rule 10b5-1 plan?
Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025, and the Rule 10b5-1 checkbox is affirmed as true.

What RSU grant did the XOS director receive on July 10, 2026?
On July 10, 2026, the director received 60,584 RSUs, each representing a contingent right to one share of Xos, Inc. common stock. The RSUs vest on the earlier of the first anniversary of the grant date or the day before the company’s 2027 annual meeting, subject to continuous service.

At what prices were the XOS shares sold in these insider transactions?
The three sales of 3,119 shares each used weighted average prices per share: $2.4935 on July 10, $2.3473 on July 13, and $2.3899 on July 14, 2026. Footnotes state the actual trade prices ranged within narrow bands around each average.

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Form 4 Insider Transactions: What Each Field Means →
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).
X
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*
Richardson Michael Paul
(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026		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)
07/14/2026
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 Stock07/10/2026A60,584(1)A$0147,848(2)D
Common Stock07/10/2026S3,119(3)D$2.4935(4)144,729(2)D
Common Stock07/13/2026S3,119(3)D$2.3473(5)141,610(2)D
Common Stock07/14/2026S3,119(3)D$2.3899(6)138,491(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date.
2. Includes 60,584 unvested RSUs.
3. The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025.
4. Represents weighted average sales price. The shares were sold at prices ranging from $2.46 to $2.59. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
5. Represents weighted average sales price. The shares were sold at prices ranging from $2.325 to $2.44. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
6. Represents weighted average sales price. The shares were sold at prices ranging from $2.35 to $2.45. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
Remarks:
This Amendment is filed solely to correct the Transaction Codes for the transactions involving disposition of securities on July 10, 2026, July 13, 2026 and July 14, 2026. Due to an administrative error, the transactions were incorrectly reported using Code 'D'. The shares were actually sold on the open market pursuant to a Rule 10b5-1 trading plan as indicated in footnote 3, and should have been designated as Code 'S'. There are no changes to the other information reported in the original Form 4.
/s/ David M. Zlotchew, Attorney-in-Fact for Michael Paul Richardson08/26/2026
** 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)

Source: View Original Filing on SEC EDGAR