Xos (XOS) COO Sordoni settles RSU tax with 9,637 shares withheld

Rhea-AI Filing Summary

Xos, Inc. director and Chief Operating Officer Giordano Sordoni reported a routine tax-related share disposition. On this Form 4/A, 9,637 shares of common stock were withheld by the company at a price of $1.89 per share to cover tax obligations from vesting Restricted Stock Units (RSUs).

After this withholding, Sordoni directly holds 1,636,043 shares of Xos common stock, which includes 492,795 unvested RSUs that may convert into additional shares as they vest. This event reflects compensation-related tax settlement rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sordoni Giordano

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	9,637	$1.89	$18K

Holdings After Transaction: Common Stock — 1,636,043 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 492,795 unvested RSUs.

Key Figures

Tax-withheld shares: 9,637 shares Withholding price: $1.89 per share Shares held after transaction: 1,636,043 shares +1 more

4 metrics

Tax-withheld shares 9,637 shares Withheld to satisfy RSU-related tax obligations

Withholding price $1.89 per share Value used for RSU tax-withholding disposition

Shares held after transaction 1,636,043 shares Direct common stock holdings following tax withholding

Unvested RSUs 492,795 units Unvested Restricted Stock Units included in holdings

Key Terms

Restricted Stock Unit, tax withholding obligations, vesting, contingent right, +1 more

5 terms

Restricted Stock Unit financial

"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."

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.

tax withholding obligations financial

"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 RSU Awards."

vesting financial

"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 RSU Awards."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

contingent right financial

"Each RSU represents a contingent right to receive one share of common stock upon settlement."

unvested RSUs financial

"Includes 492,795 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^*

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)
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		9,637(1)	D	$1.89	1,636,043(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 492,795 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 Giordano Sordoni	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 (XOS) report for Giordano Sordoni?

Xos reported that COO Giordano Sordoni had 9,637 shares of common stock withheld to satisfy tax obligations from vesting RSU awards. This was a compensation-related tax settlement, not an open-market purchase or sale of shares.

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

No, the Form 4/A shows a tax-withholding disposition, not an open-market sale. Shares were withheld by Xos to cover Giordano Sordoni’s tax liabilities arising from the vesting of previously granted Restricted Stock Unit awards.

How many Xos (XOS) shares does Giordano Sordoni hold after this filing?

Following the tax-withholding transaction, Giordano Sordoni directly holds 1,636,043 shares of Xos common stock. This total includes his existing holdings and reflects the net position after 9,637 shares were withheld for RSU-related tax obligations.

What RSU position is disclosed for Giordano Sordoni in the Xos (XOS) filing?

The filing notes that Giordano Sordoni’s holdings include 492,795 unvested Restricted Stock Units. Each RSU represents a contingent right to receive one share of Xos common stock when the unit vests and is settled according to its award terms.

What does transaction code "F" mean in the Xos (XOS) Form 4/A?

Transaction code “F” indicates payment of tax liability or exercise price by delivering securities. In this case, 9,637 Xos shares were withheld to satisfy Giordano Sordoni’s tax withholding obligations tied to the vesting of his RSU awards.