Xos CEO gets 1.39M RSUs, 14.5K shares withheld

Xos CEO Dakota Semler reported tax-withholding share dispositions and a large RSU grant with multi-year vesting terms.

Rhea-AI Filing Summary

Xos, Inc. (XOS) disclosed that Chief Executive Officer and director Dakota Semler reported two equity-related transactions on September 10, 2026. The company withheld 14,538 shares of common stock to satisfy tax withholding obligations upon vesting of previously reported RSU awards. Semler also received a new grant of 1,388,293 RSUs, which vest approximately 33% on March 10, 2027, with the remainder vesting in 24 approximately equal monthly installments thereafter, subject to continued service. Footnotes state that Semler’s reported holdings include 389,613 unvested RSUs and clarify that certain securities are not beneficially owned within the meaning of Rule 13d-3 beyond his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

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 389,613 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.

Key Figures

Shares withheld for taxes: 14,538 shares Tax withholding reference price: $2.79 per share New RSU grant: 1,388,293 RSUs +3 more

6 metrics

Shares withheld for taxes 14,538 shares Common stock withheld on September 10, 2026 to satisfy RSU tax withholding obligations

Tax withholding reference price $2.79 per share Value used for the 14,538 shares withheld for tax obligations

New RSU grant 1,388,293 RSUs RSU award to Dakota Semler reported on September 10, 2026

Initial vesting portion 33% Portion of the RSU award scheduled to vest on March 10, 2027

Subsequent vesting installments 24 installments Approximately equal monthly installments after March 10, 2027, on each Monthly Vesting Date

Unvested RSUs included in holdings 389,613 RSUs Unvested RSUs included in Semler’s reported position, as described in a footnote

Key Terms

Restricted Stock Unit, RSU, Monthly Vesting Date, pecuniary interest, +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"

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.

RSU financial

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

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

Monthly Vesting Date financial

""Monthly Vesting Date" means the 10th day of each month"

pecuniary interest financial

"includes certain securities in which the Reporting Person may be deemed to have a pecuniary interest"

Rule 13d-3 regulatory

"does not beneficially own such securities within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934"

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 did XOS CEO Dakota Semler report on this Form 4 for September 10, 2026?

He reported 14,538 Xos, Inc. (XOS) shares withheld to cover tax obligations from RSU vesting and a new grant of 1,388,293 RSUs that vest over time, along with disclosures about unvested RSUs and beneficial ownership treatment.

How many XOS shares were withheld for taxes in Dakota Semler’s Form 4?

The filing reports that 14,538 shares of Xos common stock were withheld by the issuer to satisfy tax withholding obligations arising from the vesting of previously reported RSU awards.

What is the size and vesting schedule of Dakota Semler’s new RSU grant at XOS?

Semler received a grant of 1,388,293 RSUs. Approximately 33% vests on March 10, 2027, and the remaining portion vests in 24 approximately equal monthly installments on the 10th of each month thereafter, subject to continuous service.

How many unvested RSUs are included in Dakota Semler’s reported XOS holdings?

A footnote states that his reported holdings include 389,613 unvested RSUs, each representing a contingent right to receive one share of Xos common stock upon settlement.

Does this XOS Form 4 indicate that Dakota Semler’s trades were under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirming a plan, and the footnotes do not state that the reported transactions were made pursuant to a Rule 10b5-1 trading arrangement.

How does the Form 4 describe Dakota Semler’s beneficial ownership of certain XOS securities?

A footnote explains that some securities, including those issuable upon settlement of RSUs vesting more than 60 days in the future, are reported because he may have a pecuniary interest, but he is not deemed to beneficially own them under Rule 13d-3 beyond that interest.

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

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Available on EDGAR 09/14/2026 - 06:00 PM Accepted by SEC EDGAR 09/14/2026 - 05:59 PM Learn about SEC filing dates

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)
09/10/2026

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)

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	09/10/2026		F		14,538(1)	D	$2.79	788,909(2)	D
Common Stock	09/10/2026		A		1,388,293(3)	A	$0	2,177,202(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)
				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 389,613 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.

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	09/14/2026
	** 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)